MoneyGram 2009 Annual Report Download - page 686

language) and/or be in compliance with laws. Except as Previously Disclosed on the Disclosure Schedules, no customer or clearing bank of Holdco has
claimed the right to terminate its contract based on a breach of the foregoing representations and/or covenants.
6. On February 28, 2008, Holdco received a letter from the Stockholders' Representative under the Plan of Merger between Property Bridge, Inc. and
MoneyGram Payment Systems, Inc. ("PB Agreement"). The letter alleged several aspects of failed integration representations claimed to be significant,
and requested early payout of Earn Outs under the PB Agreement. Holdco strenuously denies failure of such requirements except for minor instances
which are being remedied in the time frame required by the PB Agreement. Holdco does not believe the Stockholders' Representatives has complied
with any of the necessary procedural requirements set forth in the PB Agreement and in any event, believes the claims baseless and notes no payment
could be made until the end of the Earn Out period in 2009, and then only after a proper assessment. The maximum payout under the Earn Out is $10
million.
7. Section 4.8(9) of this Holdco Disclosure Schedule is incorporated herein by reference.
8. Section 4.8(10) of this Holdco Disclosure Schedule is incorporated herein by reference.
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