Common use of Confidential Terms Clause in Contracts

Confidential Terms. The Lender and each Borrower hereby acknowledge and agree that all written or computer-readable information provided by one party to any other regarding the terms set forth in any of the Loan Documents (the “Confidential Terms”) shall be kept confidential and shall not be divulged to any party without the prior written consent of such other party except to the extent that (i) it is necessary to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies or regulatory bodies or in order to comply with any applicable federal or state laws, (ii) any of the Confidential Terms are in the public domain other than due to a breach of this covenant, (iii) in the Event of a Default the Lender determines such information to be necessary or desirable to disclose to enforce or exercise the Lender’s rights hereunder, (iv) to any rating agency, (v) to any Affiliate of the Lender and any of the Lender’s accountants, legal counsel and other advisors, (vi) to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Loan Agreement or (vi) to any actual or prospective party to any securitization or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Loan Agreement or payments hereunder. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Document, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the Advances, any fact relevant to understanding the federal, state and local tax treatment of the Advances, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that no Borrower may disclose the name of or identifying information with respect to the Lender or any pricing terms (including, without limitation, the Commitment Fee) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Advances and is not relevant to understanding the federal, state and local tax treatment of the Advances, without the prior written consent of the Lender. The provisions set forth in this Section 24 shall survive the termination of this Loan Agreement.

Confidential Terms. The Lender and each Borrower parties hereto hereby acknowledge and agree that all written or computer-readable information provided by one party to any other regarding the terms set forth in any of the Loan Program Documents or the Transactions contemplated thereby (the “Confidential Terms”) shall be kept confidential and shall not be divulged to any party Person without the prior written consent of such other party except to the extent that (i) such Person is an Affiliate, Subsidiary, division or parent holding company of a party or a director, officer, employee or agent (including an accountant, legal counsel and other advisor) of a party or such Affiliate, division or parent holding company, provided such recipients are advised of the confidential nature of the Confidential Terms, (ii) in such party’s opinion, it is necessary to do so in working with legal counsel, auditorscounsel or auditors (provided such recipients are advised of the confidential nature of the Confidential Terms), taxing authorities or other governmental agencies or regulatory bodies (including any self-regulatory authority, such as the National Association of Insurance Commissioners) or in order to comply with any applicable federal or state lawslaws or regulations, (iiiii) any of the Confidential Terms are in the public domain other than due to a breach of this covenant, (iiiiv) in the Event event of a Default the Lender Potential Servicing Termination Event or a Servicing Termination Event, Purchaser reasonably determines such information to be necessary or desirable to disclose in connection with the marketing and sales of the Mortgage Loans and Participation Certificates or otherwise to enforce or exercise the LenderPurchaser’s rights hereunder, (iv) to any rating agency, (v) to the extent Purchaser deems it necessary or appropriate to disclose it to Custodian LEGAL02/43307475v2 or in connection with an assignment or participation under Section 12 or in connection with any Affiliate hedging transaction related to Mortgage Loans, provided such recipients are advised of the Lender and any confidential nature of the Lender’s accountantsConfidential Terms, legal counsel and other advisors, (vi) to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Loan Agreement or (vi) Seller may make disclosures related to this Agreement and the other Program Documents as required by the SEC or any actual federal or prospective party state securities laws and Seller may make disclosures related to any securitization or this Agreement and the other transaction Program Documents to describe to its creditors the facilities provided under which payments are to be made by reference the Program Documents so long as pricing information (including the Discount Rate), fees and financial covenant terms related to the Borrower Program Documents are given without linking or relating them to Purchaser and its obligations, this Loan Agreement or payments hereunderin a range which describes such terms for all of Seller’s warehouse facilities generally. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Program Document, the parties hereto may disclose to any and all Persons, without limitation of any kind, the U.S. federal, state and local tax treatment of the AdvancesTransactions, any fact that may be relevant to understanding the U.S. federal, state and local tax treatment of the AdvancesTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such U.S. federal, state and local tax treatment and that may be relevant to understanding such tax treatment, and the parties hereto may disclose information pertaining to this Agreement routinely provided by arrangers to league table providers, that serve the financing industry; provided that no Borrower Seller may not disclose (except as provided in clauses (i), (ii), (iii) or (vi) of this Section 18(a)) the name of or identifying information with respect to the Lender Purchaser or any pricing terms (including, without limitation, including the Commitment FeeDiscount Rate or other fee) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the U.S. federal, state and local tax treatment of the Advances Transactions and is not relevant to understanding the U.S. federal, state and local tax treatment of the AdvancesTransactions, without the prior written consent of Purchaser. Any Person required to maintain the Lenderconfidentiality of Confidential Terms as provided in this Section 18(a) 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 Confidential Terms as such Person would accord to its own confidential information. The provisions set forth in this Section 24 18(a) shall survive the termination of this Loan Agreement.Agreement for a period of one (1) year following such termination. LEGAL02/43307475v2

Confidential Terms. The Lender and each Borrower parties hereto hereby acknowledge and agree that all written or computer-readable information provided by one party to any other regarding the terms set forth in any of the Loan Program Documents or the Transactions contemplated thereby (the “Confidential Terms”) shall be kept confidential and shall not be divulged to any party Person without the prior written consent of such other party except to the extent that (i) such Person is an Affiliate, Subsidiary, division or parent holding company of a party or a director, officer, employee or agent (including an accountant, legal counsel and other advisor) of a party or such Affiliate, division or parent holding company, provided such recipients are advised of the confidential nature of the Confidential Terms, (ii) in such party’s opinion, it is necessary to do so in working with legal counsel, auditorscounsel or auditors (provided such recipients are advised of the confidential nature of the Confidential Terms), taxing authorities or other governmental agencies or regulatory bodies (including any self-regulatory authority, such as the National Association of Insurance Commissioners) or in order to comply with any applicable federal or state lawslaws or regulations, (iiiii) any of the Confidential Terms are in the public domain other than due to a breach of this covenant, (iiiiv) in the Event event of a Default the Lender Potential Servicing Termination Event or a Servicing Termination Event, Purchaser reasonably determines such information to be necessary or desirable to disclose in connection with the marketing and sales of the Mortgage Loans and Participation Certificates or otherwise to enforce or exercise the LenderPurchaser’s rights hereunder, (iv) to any rating agency, (v) to the extent Purchaser deems it necessary or appropriate to disclose it to Custodian or in connection with an assignment or participation under Section 12 or in connection with any Affiliate hedging transaction related to Mortgage Loans, provided such recipients are advised of the Lender and any confidential nature of the Lender’s accountantsConfidential Terms, legal counsel and other advisors, (vi) to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Loan Agreement or (vi) Seller may make disclosures related to this Agreement and the other Program Documents as required by the SEC or any actual federal or prospective party state securities laws and Seller may make disclosures related to any securitization or this Agreement and the other transaction Program Documents to describe to its creditors the facilities provided under which payments are to be made by reference the Program Documents so long as pricing information (including the Discount Rate), fees and financial covenant terms related to the Borrower Program Documents are given without linking or relating them to Purchaser and its obligations, this Loan Agreement or payments hereunderin a range which describes such terms for all of Seller’s warehouse facilities generally. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Program Document, the parties hereto may disclose to any and all Persons, without limitation of 42 any kind, the U.S. federal, state and local tax treatment of the AdvancesTransactions, any fact that may be relevant to understanding the U.S. federal, state and local tax treatment of the AdvancesTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such U.S. federal, state and local tax treatment and that may be relevant to understanding such tax treatment, and the parties hereto may disclose information pertaining to this Agreement routinely provided by arrangers to league table providers, that serve the financing industry; provided that no Borrower Seller may not disclose (except as provided in clauses (i), (ii), (iii) or (vi) of this Section 18(a)) the name of or identifying information with respect to the Lender Purchaser or any pricing terms (including, without limitation, including the Commitment FeeDiscount Rate or other fee) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the U.S. federal, state and local tax treatment of the Advances Transactions and is not relevant to understanding the U.S. federal, state and local tax treatment of the AdvancesTransactions, without the prior written consent of Purchaser. Any Person required to maintain the Lenderconfidentiality of Confidential Terms as provided in this Section 18(a) 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 Confidential Terms as such Person would accord to its own confidential information. The provisions set forth in this Section 24 18(a) shall survive the termination of this Loan AgreementAgreement for a period of one (1) year following such termination.

Confidential Terms. The Lender and each Borrower Parties hereby acknowledge and agree that all written or computer-readable information provided by one party Party to any other regarding the terms set forth in any of the Loan Transaction Documents or the Transactions contemplated thereby (the “Confidential Terms”) shall be kept confidential and shall not be divulged to any party Person (other than Affiliates and Subsidiaries thereof) without the prior written consent of such other party Party except to the extent that (i) such Person is an Affiliate, division, or parent holding company of a Party or a director, officer, employee or agent (including an accountant, legal counsel and other advisor) of a Party or such Affiliate, division or parent holding company, (ii) in such Party’s opinion it is necessary to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies or regulatory bodies or in order to comply with any applicable federal or state lawslaws or regulations, (iiiii) any of the Confidential Terms are in the public domain other than due to a breach of this covenant, (iiiiv) in the Event event of a Default the Lender or and Event of Default Buyer reasonably determines such information to be necessary or desirable to disclose in connection with the marketing and sales of the Purchased Mortgage Loans or otherwise to enforce or exercise the LenderBuyer’s rights hereunder, (iv) to any rating agency, or (v) to the extent Buyer deems necessary or appropriate, in connection with an assignment or participation under Paragraph 21 or in connection with any Affiliate of the Lender and any of the Lender’s accountants, legal counsel and other advisors, (vi) hedging transaction related to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Loan Agreement or (vi) to any actual or prospective party to any securitization or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Loan Agreement or payments hereunderPurchased Mortgage Loans. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Transaction Document, the parties hereto Parties may disclose to any and all Persons, without limitation of any kind, the U.S. federal, state and local tax treatment of the AdvancesTransactions, any fact that may be relevant to understanding the U.S. federal, state and local tax treatment of the AdvancesTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such U.S. federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that no Borrower Seller may not disclose (except as provided in clauses (i) through (iv) of this Paragraph 28) the name of or identifying information with respect to the Lender Buyer or any pricing terms (includingincluding the Pricing Rate, without limitationFacility Fee, the Commitment FeePurchase Price Percentage and Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the U.S. federal, state and local tax treatment of the Advances Transactions and is not relevant to understanding the U.S. federal, state and local tax treatment of the AdvancesTransactions, without the prior written consent of the LenderBuyer. The provisions set forth in this Section 24 Paragraph 28 shall survive the termination of this Loan Agreement.Agreement for a period of one (1) year following such termination. (b)

Confidential Terms. The Lender and each Borrower Parties hereby acknowledge and agree that all written or computer-readable information provided by one party Party to any other regarding the terms set forth in any of the Loan Transaction Documents or the Transactions contemplated thereby (the “Confidential Terms”) shall be kept confidential and shall not be divulged to any party Person without the prior written consent of such other party Party except to the extent that (i) such Person is an Affiliate, Subsidiary, division or parent holding company of a Party or a director, officer, employee or agent (including an accountant, legal counsel and other advisor) of a Party or such Affiliate, division or parent holding company, provided such recipients are advised of the confidential nature of the Confidential Terms, (ii) in such Party’s opinion, it is necessary to do so in working with legal counsel, auditorscounsel or auditors (provided such recipients are advised of the confidential nature of the Confidential Terms), taxing authorities or other governmental agencies or regulatory bodies (including any self-regulatory authority, such as the National Association of Insurance Commissioners) or in order to comply with any applicable federal or state lawslaws or regulations, (iiiii) any of the Confidential Terms are in the public domain other than due to a breach of this covenant, (iiiiv) in the Event event of a Default the Lender or an Event of Default, Buyer reasonably determines such information to be necessary or desirable to disclose in connection with the marketing and sales of the Purchased Mortgage Loans or otherwise to enforce or exercise the LenderBuyer’s rights hereunder, (iv) to any rating agency, (v) to the extent Buyer deems it necessary or appropriate to disclose it to Custodian or in connection with an assignment or participation under Section 21 or in connection with any Affiliate hedging transaction related to Purchased Mortgage Loans, provided such recipients are advised of the Lender and any confidential nature of the Lender’s accountantsConfidential Terms, legal counsel and other advisors, (vi) to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Loan Agreement or (vi) Seller may make disclosures related to this Agreement and the other Transaction Documents as required by the SEC or any actual federal or prospective party state securities laws and Seller may make disclosures related to any securitization or this Agreement and the other transaction Transaction Documents to describe to its creditors the facilities provided under which payments are to be made by reference the Transaction Documents so long as pricing information (including Purchase Prices and Pricing Rates), fees and financial covenant terms related to the Borrower Transaction Documents are given without linking or relating them to Buyer and its obligations, this Loan Agreement or payments hereunderin a range which describes such terms for all of Seller’s warehouse facilities generally. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Transaction Document, the parties hereto Parties may disclose to any and all Persons, without limitation of any kind, the U.S. federal, state and local tax treatment of the AdvancesTransactions, any fact that may be relevant to understanding the U.S. federal, state and local tax treatment of the AdvancesTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such U.S. federal, state and local tax treatment and that may be relevant to understanding such tax treatment, and the Parties may disclose information pertaining to this Agreement routinely provided by arrangers to league table providers, that serve the financing industry; provided that no Borrower Seller may not disclose (except as provided in clauses (i), (ii), (iii) or (vi) of this Section 28(a)) the name of or identifying information with respect to the Lender Buyer or any pricing terms (includingincluding the Pricing Rate, without limitationFacility Fee or other fee, the Commitment FeePurchase Price Percentage and Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the U.S. federal, state and local tax treatment of the Advances Transactions and is not relevant to understanding the U.S. federal, state and local tax treatment of the AdvancesTransactions, without the prior written consent of Buyer. Any Person required to maintain the Lenderconfidentiality of Confidential Terms as provided in this Section 28(a) 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 Confidential Terms as such Person would accord to its own confidential information. The provisions set forth in this Section 24 28(a) shall survive the termination of this Loan AgreementAgreement for a period of one (1) year following such termination.

Confidential Terms. The Lender and each Borrower Parties hereby acknowledge and agree that all written or computer-readable information provided by one party Party to any other regarding the terms set forth in any of the Loan Transaction Documents or the Transactions contemplated thereby (the “Confidential Terms”Terms‎”‎) shall be kept confidential and shall not be divulged to any party Person (other than Affiliates and Subsidiaries thereof) without the prior written consent of such other party Party except to the extent that (i) such Person is an Affiliate, Subsidiary, division, or parent holding company of a Party or a director, officer, employee or agent (including an accountant, legal counsel and other advisor) of a Party or such Affiliate, division or parent holding company, (ii) in such Party’s opinion it is necessary to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies or regulatory bodies (including any self-regulatory authority, such as the National Association of Insurance Commissioners) or in order to comply with any applicable federal or state lawslaws or regulations, (iiiii) any of the Confidential Terms are in the public domain other than due to a breach of this covenant, (iiiiv) in the Event event of a Default the Lender or an Event of Default Buyer reasonably determines such information to be necessary or desirable to disclose in connection with the marketing and sales of the Purchased Mortgage Loans or otherwise to enforce or exercise the LenderBuyer’s rights hereunder, (iv) to any rating agency, or (v) to the extent Buyer deems necessary or appropriate, in connection with an assignment or participation under Section 21 or in connection with any Affiliate of the Lender and any of the Lender’s accountants, legal counsel and other advisors, (vi) hedging transaction related to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Loan Agreement or (vi) to any actual or prospective party to any securitization or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Loan Agreement or payments hereunderPurchased Mortgage Loans. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Transaction Document, the parties hereto Parties may disclose to any and all Persons, without limitation of any kind, the U.S. federal, state and local tax treatment of the AdvancesTransactions, any fact that may be relevant to understanding the U.S. federal, state and local tax treatment of the AdvancesTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such U.S. federal, state and local tax treatment and that may be relevant to understanding such tax treatment, and the Parties may disclose information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the financing industry; provided that no Borrower Seller may not disclose (except as provided in clauses (i) through (iii) of this Section 29) the name of or identifying information with respect to the Lender Buyer or any pricing terms (includingincluding the Pricing Rate, without limitationFacility Fee or other fee, the Commitment FeePurchase Price Percentage and Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the U.S. federal, state and local tax treatment of the Advances Transactions and is not relevant to understanding the U.S. federal, state and local tax treatment of the AdvancesTransactions, without the prior written consent of Buyer. Any Person required to maintain the Lenderconfidentiality of Confidential Terms as provided in this Section 29 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 Confidential Terms as such Person would accord to its own confidential information. The provisions set forth in this Section 24 29 shall survive the termination of this Loan AgreementAgreement for a period of one (1) year following such termination.

Confidential Terms. The Lender and each Borrower Parties hereby acknowledge and agree that all written or computer-readable information provided by one party Party to any other regarding the terms set forth in any of the Loan Transaction Documents or the Transactions contemplated thereby (the “Confidential Terms”) shall be kept confidential and shall not be divulged to any party Person (other than Affiliates and Subsidiaries thereof) without the prior written consent of such other party Party except to the extent that (i) such Person is an Affiliate, division, or parent holding company of a Party or a director, officer, employee or agent (including an accountant, legal counsel and other advisor) of a Party or such Affiliate, division or parent holding company, (ii) in such Party’s opinion it is necessary to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies or regulatory bodies or in order to comply with any applicable federal or state lawslaws or regulations, (iiiii) any of the Confidential Terms are in the public domain other than due to a breach of this covenant, (iiiiv) in the Event event of a Default the Lender or and Event of Default Buyer reasonably determines such information to be necessary or desirable to disclose in connection with the marketing and sales of the Purchased Mortgage Loans or otherwise to enforce or exercise the LenderBuyer’s rights hereunder, (iv) to any rating agency, or (v) to any Affiliate the extent Buyer deems necessary or appropriate, in connection with an assignment or participation under Paragraph 22 of the Lender and any of the Lender’s accountants, legal counsel and other advisors, (vi) to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Loan Agreement or (vi) in connection with any hedging transaction related to any actual or prospective party to any securitization or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Loan Agreement or payments hereunderPurchased Mortgage Loans. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Transaction Document, the parties hereto Parties may disclose to any and all Persons, without limitation of any kind, the U.S. federal, state and local tax treatment of the AdvancesTransactions, any fact that may be relevant to understanding the U.S. federal, state and local tax treatment of the AdvancesTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such U.S. federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that no Borrower Seller may disclose (except as provided in clauses (i) and (ii) of this paragraph (a)) the name of or identifying information with respect to the Lender or any pricing terms (including, without limitationBuyer, the Commitment Side Letter, any terms contained therein (including the Pricing Rate, Facility Fee, Purchase Price Percentage and Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the U.S. federal, state and local tax treatment of the Advances Transactions and is not relevant to understanding the U.S. federal, state and local tax treatment of the AdvancesTransactions, without the prior written consent of the LenderBuyer. The provisions set forth in this Section 24 Paragraph 29 shall survive the termination of this Loan AgreementAgreement for a period of one (1) year following such termination.

Confidential Terms. The Lender and each Borrower parties hereto hereby acknowledge and agree that all written or computer-readable information provided by one party to any other regarding the terms set forth in any of the Loan Program Documents or the Transactions contemplated thereby (the “Confidential Terms”) shall be kept confidential and shall not be divulged to any party Person without the prior written consent of such other party except to the extent that (i) such Person is an Affiliate, Subsidiary, division or parent holding company of a party or a director, officer, employee or agent (including an accountant, legal counsel and other advisor) of a party or such Affiliate, division or parent holding company, provided such recipients are advised of the confidential nature of the Confidential Terms, (ii) in such party’s opinion, it is necessary to do so in working with legal counsel, auditorscounsel or auditors (provided such recipients are advised of the confidential nature of the Confidential Terms), taxing authorities or other governmental agencies or regulatory bodies (including any self-regulatory authority, such as the National Association of Insurance Commissioners) or in order to comply with any applicable federal or state lawslaws or regulations, (iiiii) any of the Confidential Terms are in the public domain other than due to a breach of this covenant, (iiiiv) in the Event event of a Default the Lender Potential Servicing Termination Event or a Servicing Termination Event, Purchaser reasonably determines such information to be necessary or desirable to disclose in connection with the marketing and sales of the Mortgage Loans and Participation Certificates or otherwise to enforce or exercise the LenderPurchaser’s rights hereunder, (iv) to any rating agency, (v) to the extent Purchaser deems it necessary or appropriate to disclose it to Custodian or in connection with an assignment or participation under Section 12 or in connection with any Affiliate hedging transaction related to Mortgage Loans, provided such recipients are advised of the Lender and any confidential nature of the Lender’s accountantsConfidential Terms, legal counsel and other advisors, (vi) to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Loan Agreement or (vi) Seller may make disclosures related to this Agreement and the other Program Documents as required by the SEC or any actual federal or prospective party state securities laws and Seller may make disclosures related to any securitization or this Agreement and the other transaction Program Documents to describe to its creditors the facilities provided under which payments are to be made by reference the Program Documents so long as pricing information (including the Discount Rate), fees and financial covenant terms related to the Borrower Program Documents are given without linking or relating them to Purchaser and its obligations, this Loan Agreement or payments hereunderin a range which describes such terms for all of Seller’s warehouse facilities generally. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Program Document, the parties hereto may disclose to any and all Persons, without limitation of any kind, the U.S. federal, state and local tax treatment of the AdvancesTransactions, any fact that may be relevant to understanding the U.S. federal, state and local tax treatment of the AdvancesTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such U.S. federal, state and local tax treatment and that may be relevant to understanding such tax treatment, and the parties hereto may disclose information pertaining to this Agreement routinely provided by arrangers to league table providers, that serve the financing industry; provided that no Borrower Seller may not disclose (except as provided in clauses (i), (ii), (iii) or (vi) of this Section 18(a)) the name of or identifying information with respect to the Lender Purchaser or any pricing terms (including, without limitation, including the Commitment FeeDiscount Rate or other fee) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the U.S. federal, state and local tax treatment of the Advances Transactions and is not relevant to understanding the U.S. federal, state and local tax treatment of the AdvancesTransactions, without the prior written consent of Purchaser. Any Person required to maintain the Lenderconfidentiality of Confidential Terms as provided in this Section 18(a) 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 Confidential Terms as such Person would LEGAL02/39826520v2 accord to its own confidential information. The provisions set forth in this Section 24 18(a) shall survive the termination of this Loan AgreementAgreement for a period of one (1) year following such termination.

Confidential Terms. The Lender Buyer and each Borrower Seller hereby acknowledge and agree that all written or computer-readable information provided by one party to any other regarding the terms set forth in any of the Loan Facility Documents (the “Confidential Terms”) shall be kept confidential and shall not be divulged to any party without the prior written consent of such other party except to the extent that (i) it is necessary to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies or regulatory bodies or in order to comply with any applicable federal or state laws, (ii) any of the Confidential Terms are in the public domain other than due to a breach of this covenant, (iii) in the Event of a Default the Lender Buyer determines such information to be necessary or desirable to disclose to enforce or exercise the LenderBuyer’s rights hereunder, (iv) to any rating agency, (v) to any Affiliate of the Lender Buyer and any of the LenderBuyer’s accountants, legal counsel and other advisors, (vi) to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Loan Repurchase Agreement or (vivii) to any actual or prospective party to any securitization or other transaction under which payments are to be made by reference to the Borrower Sellers and its obligations, this Loan Repurchase Agreement or payments hereunder. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Facility Document, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the AdvancesTransactions, any fact relevant to understanding the federal, state and local tax treatment of the AdvancesTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that no Borrower Seller may disclose the name of or identifying information with respect to the Lender Buyer or any pricing terms (including, without limitation, the Commitment Facility Fee) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Advances Transactions and is not relevant to understanding the federal, state and local tax treatment of the AdvancesTransactions, without the prior written consent of the LenderBuyer. The provisions set forth in this Section 24 23.01 shall survive the termination of this Loan Repurchase Agreement.

Confidential Terms. The Lender and each Borrower parties hereto hereby acknowledge and agree that all written or computer-readable information provided by one party to any other regarding the terms set forth in any of the Loan Program Documents or the Transactions contemplated thereby (the “Confidential Terms”) shall be kept confidential and shall not be divulged to any party Person without the prior written consent of such other party except to the extent that (i) such Person is an Affiliate, Subsidiary, division or parent holding company of a party or a director, officer, employee or agent (including an accountant, legal counsel and other advisor) of a party or such Affiliate, division or parent holding company, provided such recipients are advised of the confidential nature of the Confidential Terms, (ii) in such party’s opinion, it is necessary to do so in working with legal counsel, auditorscounsel or auditors (provided such recipients are advised of the confidential nature of the Confidential Terms), taxing authorities or other governmental agencies or regulatory bodies (including any self-regulatory authority, such as the National Association of Insurance Commissioners) or in order to comply with any applicable federal or state lawslaws or regulations, (iiiii) any of the Confidential Terms are in the public domain other than due to a breach of this covenant, (iiiiv) in the Event event of a Default the Lender Potential Servicing Termination Event or a Servicing Termination Event, Purchaser reasonably determines such information to be necessary or desirable to disclose in connection with the marketing and sales of the Mortgage Loans and Participation Certificates or otherwise to enforce or exercise the LenderPurchaser’s rights hereunder, (iv) to any rating agency, (v) to the extent Purchaser deems it necessary or appropriate to disclose it to Custodian or in connection with an assignment or participation under Section 12 or in connection with any Affiliate hedging transaction related to Mortgage Loans, provided such recipients are advised of the Lender and any confidential nature of the Lender’s accountantsConfidential Terms, legal counsel and other advisors, (vi) to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Loan Agreement or (vi) Seller may make disclosures related to this Agreement and the other Program Documents as required by the SEC or any actual federal or prospective party state securities laws and Seller may make disclosures related to any securitization or this Agreement and the other transaction Program LEGAL02/41334878v5 Documents to describe to its creditors the facilities provided under which payments are to be made by reference the Program Documents so long as pricing information (including the Discount Rate), fees and financial covenant terms related to the Borrower Program Documents are given without linking or relating them to Purchaser and its obligations, this Loan Agreement or payments hereunderin a range which describes such terms for all of Seller’s warehouse facilities generally. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Program Document, the parties hereto may disclose to any and all Persons, without limitation of any kind, the U.S. federal, state and local tax treatment of the AdvancesTransactions, any fact that may be relevant to understanding the U.S. federal, state and local tax treatment of the AdvancesTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such U.S. federal, state and local tax treatment and that may be relevant to understanding such tax treatment, and the parties hereto may disclose information pertaining to this Agreement routinely provided by arrangers to league table providers, that serve the financing industry; provided that no Borrower Seller may not disclose (except as provided in clauses (i), (ii), (iii) or (vi) of this Section 18(a)) the name of or identifying information with respect to the Lender Purchaser or any pricing terms (including, without limitation, including the Commitment FeeDiscount Rate or other fee) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the U.S. federal, state and local tax treatment of the Advances Transactions and is not relevant to understanding the U.S. federal, state and local tax treatment of the AdvancesTransactions, without the prior written consent of Purchaser. Any Person required to maintain the Lenderconfidentiality of Confidential Terms as provided in this Section 18(a) 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 Confidential Terms as such Person would accord to its own confidential information. The provisions set forth in this Section 24 18(a) shall survive the termination of this Loan AgreementAgreement for a period of one (1) year following such termination.

Confidential Terms. The Lender and each Borrower Parties hereby acknowledge and agree that all written or computer-readable information provided by one party Party to any other regarding the terms set forth in any of the Loan Transaction Documents or the Transactions contemplated thereby (the “Confidential Terms”) shall be kept confidential and shall not be divulged to any party Person without the prior written consent of such other party Party except to the extent that (i) such Person is an Affiliate, Subsidiary, division, or parent holding company of a Party or a director, officer, employee or agent (including an accountant, legal counsel and other advisor) of a Party or such Affiliate, division or parent holding company, (ii) in such Party’s opinion it is necessary to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies or regulatory bodies (including any self-regulatory authority, such as the National Association of Insurance Commissioners) or in order to comply with any applicable federal or state lawslaws or regulations, (iiiii) any of the Confidential Terms are in the public domain other than due to a breach of this covenant, (iiiiv) in the Event event of a Default the Lender or an Event of Default Buyer reasonably determines such information to be necessary or desirable to disclose in connection with the marketing and sales of the Purchased Mortgage Loans or otherwise to enforce or exercise the LenderBuyer’s rights hereunder, (iv) to any rating agency, or (v) in Buyer’s opinion, it is necessary or appropriate to any Affiliate of the Lender and any of the Lender’s accountants, legal counsel and other advisors, (vi) disclose it to any assignee of or participant inCustodian, or in connection with an assignment or participation under Section 21 or in connection with any prospective assignee of or participant in, any of its rights or obligations under this Loan Agreement or (vi) hedging transaction related to any actual or prospective party to any securitization or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Loan Agreement or payments hereunderPurchased Mortgage Loans. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Transaction Document, the parties hereto Parties may disclose to any and all Persons, without limitation of any kind, the U.S. federal, state and local tax treatment of the AdvancesTransactions, any fact that may be relevant to understanding the U.S. federal, state and local tax treatment of the AdvancesTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such U.S. federal, state and local tax treatment and that may be relevant to understanding such tax treatment, and the Parties may disclose information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the financing industry; provided that no Borrower Seller may not disclose (except as provided in clauses (i) through (iii) of this Section 28(a)) the name of or identifying information with respect to the Lender Buyer or any pricing terms (includingincluding the Pricing Rate, without limitationFacility Fee or other fee, the Commitment FeePurchase Price Percentage and Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the U.S. federal, state and local tax treatment of the Advances Transactions and is not relevant to understanding the U.S. federal, state and local tax treatment of the AdvancesTransactions, without the prior written consent of Buyer. Any Person required to maintain the Lenderconfidentiality of Confidential Terms as provided in this Section 28(a) 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 Confidential Terms as such Person would accord to its own confidential information. The provisions set forth in this Section 24 28(a) shall survive the termination of this Loan AgreementAgreement for a period of one (1) year following such termination.

Confidential Terms. The Lender and each Borrower Parties hereby acknowledge and agree that all written or computer-readable information provided by one party Party to any other regarding the terms set forth in any of the Loan Transaction Documents or the Transactions contemplated thereby (the “Confidential Terms”) shall be kept confidential and shall not be divulged to any party Person without the prior written consent of such other party Party except to the extent that (i) such Person is an Affiliate, Subsidiary, division, or parent holding company of a Party or a director, officer, employee or agent (including an accountant, legal counsel and other advisor) of a Party or such Affiliate, division or parent holding company, (ii) in such Party’s opinion it is necessary to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies or regulatory bodies (including any 76 self-regulatory authority, such as the National Association of Insurance Commissioners) or in order to comply with any applicable federal or state lawslaws or regulations, (iiiii) any of the Confidential Terms are in the public domain other than due to a breach of this covenant, (iiiiv) in the Event event of a Default the Lender or an Event of Default Buyer reasonably determines such information to be necessary or desirable to disclose in connection with the marketing and sales of the Purchased Mortgage Loans or otherwise to enforce or exercise the LenderBuyer’s rights hereunder, (iv) to any rating agency, or (v) in Buyer’s opinion, it is necessary or appropriate to any Affiliate of the Lender and any of the Lender’s accountants, legal counsel and other advisors, (vi) disclose it to any assignee of or participant inCustodian, or in connection with an assignment or participation under Section 21 or in connection with any prospective assignee of or participant in, any of its rights or obligations under this Loan Agreement or (vi) hedging transaction related to any actual or prospective party to any securitization or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Loan Agreement or payments hereunderPurchased Mortgage Loans. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Transaction Document, the parties hereto Parties may disclose to any and all Persons, without limitation of any kind, the U.S. federal, state and local tax treatment of the AdvancesTransactions, any fact that may be relevant to understanding the U.S. federal, state and local tax treatment of the AdvancesTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such U.S. federal, state and local tax treatment and that may be relevant to understanding such tax treatment, and the Parties may disclose information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the financing industry; provided that no Borrower Seller may not disclose (except as provided in clauses (i) through (iii) of this Section 28(a)) the name of or identifying information with respect to the Lender Buyer or any pricing terms (includingincluding the Pricing Rate, without limitationFacility Fee or other fee, the Commitment FeePurchase Price Percentage and Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the U.S. federal, state and local tax treatment of the Advances Transactions and is not relevant to understanding the U.S. federal, state and local tax treatment of the AdvancesTransactions, without the prior written consent of Buyer. Any Person required to maintain the Lenderconfidentiality of Confidential Terms as provided in this Section 28(a) 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 Confidential Terms as such Person would accord to its own confidential information. The provisions set forth in this Section 24 28(a) shall survive the termination of this Loan AgreementAgreement for a period of one (1) year following such termination.

Confidential Terms. The Lender and each Borrower Parties hereby acknowledge and agree that all written or computer-readable information provided by one party Party to any other regarding the terms set forth in any of the Loan Transaction Documents or the Transactions contemplated thereby (the “Confidential Terms”) shall be kept confidential and shall not be divulged to any party Person (other than Affiliates and Subsidiaries thereof) without the prior written consent of such other party Party except to the extent that (i) such Person is an Affiliate, Subsidiary, division, or parent holding company of a Party or a director, officer, employee or agent (including an accountant, legal counsel and other advisor) of a Party or such Affiliate, division or parent holding company, (ii) in such Party’s opinion it is necessary to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies or regulatory bodies (including any self-regulatory authority, such as the National Association of Insurance Commissioners) or in order to comply with any applicable federal or state lawslaws or regulations, (iiiii) any of the Confidential Terms are in the public domain other than due to a breach of this covenant, (iiiiv) in the Event event of a Default the Lender or an Event of Default Buyer reasonably determines such information to be necessary or desirable to disclose in connection with the marketing and sales of the Purchased Mortgage Loans or otherwise to enforce or exercise the LenderBuyer’s rights hereunder, (iv) to any rating agency, or (v) to the extent Buyer deems necessary or appropriate, in connection with an assignment or participation under Section 21 or in connection with any Affiliate of the Lender and any of the Lender’s accountants, legal counsel and other advisors, (vi) hedging transaction related to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Loan Agreement or (vi) to any actual or prospective party to any securitization or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Loan Agreement or payments hereunderPurchased Mortgage Loans. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Transaction Document, the parties hereto Parties may disclose to any and all Persons, without limitation of any kind, the U.S. federal, state and local tax treatment of the AdvancesTransactions, any fact that may be relevant to understanding the U.S. federal, state and local tax treatment of the AdvancesTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such U.S. federal, state and local tax treatment and that may be relevant to understanding such tax treatment, and the Parties may disclose information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the financing industry; provided that no Borrower Seller may not disclose (except as provided in clauses (i) through (iii) of this Section 29(a)) the name of or identifying information with respect to the Lender Buyer or any pricing terms (includingincluding the Pricing Rate, without limitationFacility Fee or other fee, the Commitment FeePurchase Price percentage and Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the U.S. federal, state and local tax treatment of the Advances Transactions and is not relevant to understanding the U.S. federal, state and local tax treatment of the AdvancesTransactions, without the prior written consent of Buyer. Any Person required to maintain the Lenderconfidentiality of Confidential Terms as provided in this Section 29(a) 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 Confidential Terms as such Person would accord to its own confidential information. The provisions set forth in this Section 24 29(a) shall survive the termination of this Loan AgreementAgreement for a period of one (1) year following such termination.

Confidential Terms. The Lender and each Borrower parties hereto hereby acknowledge and agree that all written or computer-readable information provided by one party to any other regarding the terms set forth in any of the Loan Program Documents or the Transactions contemplated thereby (the “Confidential Terms”) shall be kept confidential and shall not be divulged to any party Person without the prior written consent of such other party except to the extent that (i) such Person is an Affiliate, Subsidiary, division or parent holding company of a party or a director, officer, employee or agent (including an accountant, legal counsel and other advisor) of a party or such Affiliate, division or parent holding company, provided such recipients are advised of the confidential nature of the Confidential Terms, (ii) in such party’s opinion, it is necessary to do so in working with legal counsel, auditorscounsel or auditors (provided such recipients are advised of the confidential nature of the Confidential Terms), taxing authorities or other governmental agencies or regulatory bodies (including any self-regulatory authority, such as the National Association of Insurance Commissioners) or in order to comply with any applicable federal or state lawslaws or regulations, (iiiii) any of the Confidential Terms are in the public domain other than due to a breach of this covenant, (iiiiv) in the Event event of a Default the Lender Potential Servicing Termination Event or a Servicing Termination Event, Purchaser reasonably determines such information to be necessary or desirable to disclose in connection with the marketing and sales of the Mortgage Loans and Participation Certificates or otherwise to enforce or exercise the LenderPurchaser’s rights hereunder, (iv) to any rating agency, (v) to the extent Purchaser deems it necessary or appropriate to disclose it to Custodian or in connection with an assignment or participation under Section 12 or in connection with any Affiliate hedging transaction related to Mortgage Loans, provided such LEGAL02/43085055v3 recipients are advised of the Lender and any confidential nature of the Lender’s accountantsConfidential Terms, legal counsel and other advisors, (vi) to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Loan Agreement or (vi) Seller may make disclosures related to this Agreement and the other Program Documents as required by the SEC or any actual federal or prospective party state securities laws and Seller may make disclosures related to any securitization or this Agreement and the other transaction Program Documents to describe to its creditors the facilities provided under which payments are to be made by reference the Program Documents so long as pricing information (including the Discount Rate), fees and financial covenant terms related to the Borrower Program Documents are given without linking or relating them to Purchaser and its obligations, this Loan Agreement or payments hereunderin a range which describes such terms for all of Seller’s warehouse facilities generally. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Program Document, the parties hereto may disclose to any and all Persons, without limitation of any kind, the U.S. federal, state and local tax treatment of the AdvancesTransactions, any fact that may be relevant to understanding the U.S. federal, state and local tax treatment of the AdvancesTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such U.S. federal, state and local tax treatment and that may be relevant to understanding such tax treatment, and the parties hereto may disclose information pertaining to this Agreement routinely provided by arrangers to league table providers, that serve the financing industry; provided that no Borrower Seller may not disclose (except as provided in clauses (i), (ii), (iii) or (vi) of this Section 18(a)) the name of or identifying information with respect to the Lender Purchaser or any pricing terms (including, without limitation, including the Commitment FeeDiscount Rate or other fee) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the U.S. federal, state and local tax treatment of the Advances Transactions and is not relevant to understanding the U.S. federal, state and local tax treatment of the AdvancesTransactions, without the prior written consent of Purchaser. Any Person required to maintain the Lenderconfidentiality of Confidential Terms as provided in this Section 18(a) 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 Confidential Terms as such Person would accord to its own confidential information. The provisions set forth in this Section 24 18(a) shall survive the termination of this Loan Agreement.Agreement for a period of one (1) year following such termination. LEGAL02/43085055v3