MoneyGram 2009 Annual Report Download - page 410

10.14. Confidentiality.
(a) Subject to the provisions of clause (b) of this Section 10.14, each Purchaser agrees that it will not disclose without the prior consent of the Company
(other than to its employees, auditors, investors, partners, creditors, lenders, rating agencies, advisors or counsel, in each case, to the extent such disclosure
reasonably relates to the administration of the investment represented by its Notes and such person has entered into a customary confidentiality agreement
obligating such person to keep such information confidential or is otherwise bound by an appropriate confidentiality obligation) any nonpublic information
which has been furnished to such Purchaser in connection with its administration of the investment in the Notes or is now or in the future furnished pursuant
to this Agreement or any other Financing Document (including Section 8.1 hereof); provided that any Purchaser may disclose any such information (i) as has
become generally available to the public other than by virtue of a breach of this Section 10.14(a)by such Purchaser or any other Person to whom such
Purchaser has provided such information as permitted by this Section 10.14(a), (ii) as may be required in any report, statement or testimony required to be
submitted to any Governmental Authority having jurisdiction over such Purchaser or to the SEC or similar organizations (whether in the United States of
America or elsewhere), (iii) as may be required or appropriate in respect of any summons or subpoena or in connection with any litigation, (iv) in order to
comply with any applicable law and (v) to any prospective or actual Subsequent Purchaser in connection with any contemplated transfer of any of the Notes
by such Purchaser; provided that any prospective Subsequent Purchaser expressly agrees in writing with or for the benefit of the Company to be bound by the
confidentiality provisions contained in this Section 10.14 or a substantially similar confidentiality obligation. Each Purchaser agrees that in the event it intends
to disclose confidential information in accordance with clauses (ii), (iii) or (iv) above, it shall, to the extent reasonably practicable, provide the Company
notice of such requirement prior to making any disclosure so that the Company may seek an appropriate protective order or confidential treatment of the
information being disclosed.
(b) For the purposes set forth in Section 10.14(a), the Company hereby acknowledges and agrees that each Purchaser may share with any of its Affiliates,
and such Affiliates may share with such Purchaser any information related to the Company or any of its Subsidiaries (including, without limitation, any
nonpublic information regarding the creditworthiness of the Company and its Subsidiaries); provided such Persons shall be subject to the provisions of this
Section 10.14 to the same extent as such Purchaser.
10.15. Termination; Survival.
The obligations and representations of the parties hereto shall automatically terminate upon the Termination Date; provided, however, that Sections 9,
10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.9, 10.10, 10.11, 10.12, 10.13, 10.14, 10.15, 10.18, 10.19 shall survive and shall remain in full force and effect
notwithstanding the termination of this Agreement.
10.16. Maximum Rate.
In no event shall any interest or fee to be paid hereunder or under a Note exceed the maximum rate permitted by applicable law. In the event any such
interest rate or fee exceeds such maximum rate, such rate shall be adjusted downward to the highest rate (expressed as a percentage "per annum") or fee that
the parties could validly have agreed to by contract on the Effective Date under applicable law.
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