MoneyGram 2009 Annual Report Download - page 389

complied, and are now in compliance with ERISA, the Code and all Laws and regulations applicable to such Benefit Plans and each Benefit Plan that is
intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that such Benefit Plan is so
qualified and exempt from federal income taxes under Sections 401(a) and 501(a) of the Code, and such determination letter has not been revoked and nothing
has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; (B) each Benefit Plan has been
administered in accordance with its terms including all requirements to make contributions; (C) there is not now, nor do any circumstances exist that are likely
to give rise to any requirement for the posting of security with respect to a Benefit Plan or the imposition of any material liability or material lien on the assets
of Holdco or any Holdco Subsidiary under ERISA or the Code in respect of any Benefit Plan, and no liability (other than for premiums to the Pension Benefit
Guaranty Corporation) under Title IV of ERISA or under Sections 412 or 4971 of the Code has been or is reasonably expected to be incurred by Holdco or
any Holdco Subsidiary; (D) there are no pending or, to Holdco's knowledge, threatened claims (other than claims for benefits in the ordinary course), lawsuits
or arbitrations which have been asserted or instituted against the Benefit Plans or the assets of any of the trusts under any of the Benefit Plans; (E) to Holdco's
knowledge, there are no pending or threatened claims against any fiduciary of any of the Benefit Plans with respect to their duties to the Benefit Plans; (F) to
Holdco's knowledge, no set of circumstances exists which may reasonably give rise to a claim or lawsuit, against the Benefit Plans, any fiduciaries thereof
with respect to their duties to the Benefit Plans or the assets of any of the trusts under any of the Benefit Plans; (G) Holdco and each Holdco Subsidiary has
reserved the right to amend, terminate or modify at any time all plans or arrangements providing for retiree health or life insurance coverage, and there have
been no communications to employees or former employees which could reasonably be interpreted to promise or guarantee such employees or former
employees any retiree health or life insurance or other retiree death benefits on a permanent basis, other than those retirement benefits provided for under
Holdco and any Holdco Subsidiary's collective bargaining agreement;
(c) None of Holdco, or any Holdco Subsidiary or any other person or entity under common control with Holdco within the meaning of Section 414(b), (c),
(m) or (o) of the Code participates in, or is required to contribute to, any "multiemployer plan" (within the meaning of Section 3(37) of ERISA) (a
"Multiemployer Plan").
(d) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each individual who performs services
for Holdco or any Holdco Subsidiary (other than through a contract with an entity other than Holdco or any Holdco Subsidiary) and who is not treated as an
employee of Holdco or any Holdco Subsidiary has been properly characterized as not being an employee for such purposes.
(e) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (alone or in conjunction with any
termination of employment or other event) will (A) result in any material payment (including, without limitation, severance or "excess parachute payments"
(within the meaning of Section 280G of the Code), or forgiveness of indebtedness) or other material obligation becoming due to any current or former
employee, officer or director of Holdco or any Holdco Subsidiary under any Benefit Plan or otherwise, (B) limit or restrict the right of Holdco or any Holdco
Subsidiary to merge, amend or terminate any of the Benefit Plans, or (C) materially increase or accelerate or require the funding of any benefits otherwise
payable under any Benefit Plan.
(f) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) no work stoppage involving
Holdco or any Holdco Subsidiary is pending or, to the knowledge of Holdco threatened; (B) neither Holdco nor any Holdco Subsidiary is involved in, or
threatened with or affected by, any labor dispute, arbitration, lawsuit or administrative proceeding that
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