MoneyGram 2009 Annual Report Download - page 256

arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.
Section 9.9 Confidentiality. The Administrative Agent and each Lender agrees to hold any Information (as defined below) which it may receive from the
Borrower in connection with this Agreement in confidence, except for disclosure (i) to its Affiliates and to the Administrative Agent and any other Lender and
their respective Affiliates for use solely in connection with the performance of their respective obligations hereunder contemplated hereby, (ii) to legal
counsel, accountants, and other professional advisors to such Lender or to a Transferee, (iii) to regulatory officials, (iv) to any Person as required by law,
regulation, or legal process, (v) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to the Loan Documents or
the enforcement of rights thereunder, (vi) to its direct or indirect contractual counterparties in swap agreements or to legal counsel, accountants and other
professional advisors to such counterparties, (vii) permitted by Section 12.2, and (viii) to rating agencies if requested or required by such agencies in
connection with a rating relating to the Advances hereunder. Without limiting Section 9.4, the Borrower agrees that the terms of this Section 9.9 shall set forth
the entire agreement between the Borrower and each Lender (including the Administrative Agent) with respect to any Information previously or hereafter
received by such Lender in connection with this Agreement, and this Section 9.9 shall supersede any and all prior confidentiality agreements entered into by
such Lender with respect to such Information. For the purposes of this Section, "Information" means all information received from Holdco, the Borrower, its
Subsidiaries or their agents or representatives relating to Holdco, the Borrower, its Subsidiaries or their agents or other representatives or its business, other
than any such information that is available to the Administrative Agent, the LC Issuer or any Lender on a non-confidential basis prior to disclosure by Holdco
or the Borrower. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its
own confidential information.
EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN THIS SECTION 9.9 FURNISHED TO IT PURSUANT TO
THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING HOLDCO AND ITS AFFILIATES, THE
LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED
COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE
SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW,
INCLUDING FEDERAL AND STATE SECURITIES LAWS.
ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE
ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-
LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT HOLDCO AND ITS AFFILIATES,
THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR 106