ANY TRANSACTION
HEREUNDER;
(B)
IN THE CASE OF TRANSACTIONS IN WHICH ONE OF THE PARTIES IS A
GOVERNMENT SECURITIES BROKER OR A GOVERNMENT SECURITIES DEALER REGISTERED WITH
THE SEC UNDER PARAGRAPH 15C OF THE 1934 ACT, SIPA WILL NOT PROVIDE PROTECTION TO
THE OTHER PARTY WITH RESPECT TO ANY TRANSACTION HEREUNDER; AND
(C)
IN THE CASE OF TRANSACTIONS IN WHICH ONE OF THE PARTIES IS A
FINANCIAL INSTITUTION, FUNDS HELD BY THE FINANCIAL INSTITUTION PURSUANT TO A
TRANSACTION HEREUNDER ARE NOT A DEPOSIT AND THEREFORE ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL SAVINGS AND LOAN INSURANCE
CORPORATION OR THE NATIONAL CREDIT UNION SHARE INSURANCE FUND, AS APPLICABLE.
29.
CONFIDENTIALITY
(A)
CONFIDENTIAL TERMS.
THE PARTIES 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 TRANSACTION DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED THEREBY (THE "CONFIDENTIAL TERMS") SHALL BE KEPT
CONFIDENTIAL AND SHALL NOT BE DIVULGED TO ANY PERSON WITHOUT THE PRIOR WRITTEN
CONSENT OF SUCH OTHER 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
LAWS OR REGULATIONS, (III) ANY OF THE CONFIDENTIAL TERMS ARE IN THE PUBLIC
DOMAIN OTHER THAN DUE TO A BREACH OF THIS COVENANT, (IV) IN THE EVENT OF A
DEFAULT 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 BUYER'S
RIGHTS HEREUNDER, OR (V) TO THE EXTENT BUYER DEEMS NECESSARY OR APPROPRIATE, IN
CONNECTION WITH AN ASSIGNMENT OR PARTICIPATION UNDER PARAGRAPH 22 OF THIS
AGREEMENT OR IN CONNECTION WITH ANY HEDGING TRANSACTION RELATED TO PURCHASED
MORTGAGE LOANS.
NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY
CONTAINED HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT, THE PARTIES MAY DISCLOSE
TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE U.S. FEDERAL, STATE
AND LOCAL TAX TREATMENT OF THE TRANSACTIONS, ANY FACT THAT MAY BE RELEVANT TO
UNDERSTANDING THE U.S. FEDERAL, STATE AND LOCAL TAX TREATMENT OF THE
TRANSACTIONS, 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 SELLER MAY
NOT DISCLOSE (EXCEPT AS PROVIDED IN CLAUSES (I) THROUGH (IV) OF THIS SECTION)
THE NAME OF OR IDENTIFYING INFORMATION WITH RESPECT TO BUYER OR ANY PRICING
TERMS (INCLUDING THE PRICING RATE, FACILITY FEE, PURCHASE PRICE PERCENTAGE AND
PURCHASE PRICE) OR OTHER NONPUBLIC BUSINESS