Freddie Mac Single-Family Seller/Servicer Guide 1201.8 — Receipt and treatment of confidential information

This section contains requirements related to: ■ Receipt and treatment of Freddie Mac confidential information ■ Treatment of Seller/Servicer confidential information

(a) Receipt and treatment of Freddie Mac confidential information In connection with its relationship with Freddie Mac, Seller/Servicer may obtain, or Freddie Mac may provide Seller/Servicer with, information and documentation that Freddie Mac identifies or has identified as confidential (collectively, “Freddie Mac confidential information”). Freddie Mac confidential information may include, but is not limited to: ■ Information and documentation concerning the development, negotiation, operation or terms of various products or programs ■ Technology, business terms, trade secrets and commercial and financial information ■ Confidential information may include confidential information belonging to third parties In addition, information that Seller/Servicer is required by applicable law to treat as confidential and information that Seller/Servicer knows or should know should be treated as confidential are considered Freddie Mac confidential information, whether or not Freddie Mac has identified the information as confidential. If a Seller/Servicer requests that Freddie Mac provide Freddie Mac confidential information to a third party, all Freddie Mac confidential information disclosed to the third party at Seller/Servicer’s request is Freddie Mac confidential information and will be deemed received by Seller/Servicer upon disclosure to the third party. All information and materials that are based on, or include, Freddie Mac confidential information (“derivative information”), including, without limitation, information and materials created by Seller/Servicer, are also considered Freddie Mac confidential information. (i) Treatment of Freddie Mac confidential information The Seller/Servicer must treat all Freddie Mac confidential information as strictly confidential and proprietary to Freddie Mac. The Seller/Servicer must not release or disclose or permit the release or disclosure of Freddie Mac confidential information or any portion thereof, for any purpose at any time except to the following extent (the “Permitted Purposes”): ■ Allowed by this Section 1201.8 ■ Expressly required or consented to by Freddie Mac in writing; or ■ Ordered by a court or administrative agency of competent jurisdiction If the Seller/Servicer anticipates that it may be required, for any reason, to release or disclose Freddie Mac confidential information (other than as allowed in the first two bullets of the preceding sentence), the Seller/Servicer shall immediately notify Freddie Mac (see Directory 1), and provide reasonable cooperation to Freddie Mac, to allow Freddie Mac to take any actions it deems necessary to prevent or limit the release or disclosure of the Freddie Mac confidential information in question. (ii) Copies of Freddie Mac confidential information The Seller/Servicer shall not copy or permit copies to be made of the Freddie Mac confidential information or any portion thereof, except to the extent necessary for the Permitted Purposes. The Seller/Servicer shall mark “Confidential” in a prominent location on all Freddie Mac confidential information and copies. (iii)Authorized parties To the extent necessary to fulfill its Servicing obligations under the Servicing Contract or other obligations to Freddie Mac (except as set forth below regarding the Freddie Mac Exclusionary List), the Seller/Servicer may provide Freddie Mac confidential information and copies thereof, to the following persons (“Persons”): ■ Officers, directors, principals, partners or employees of the Seller/Servicer ■ The Seller Servicer’s regulators, auditors, counsel and accountants ■ Any MI or other vendor ■ Any prospective Transferee Servicer, but only with respect to copies of a Transferor Servicer’s Purchase Documents applicable to the Mortgages related to the Transfer of Servicing required to be provided pursuant to Section 7101.1

(b) The Seller/Servicer also may provide Freddie Mac confidential information and copies thereof to Persons to the extent counsel for the Seller/Servicer determines that such sharing is legally required. The Seller/Servicer must notify any Persons receiving the Freddie Mac confidential information (and any copy thereof) that such Person has the same obligations as the Seller/Servicer to keep the Freddie Mac confidential information (and any copy thereof) confidential and may use it only for the Permitted Purpose for which the information was provided to such Person. The Seller/Servicer is responsible for compliance by all such Persons with the provisions of this Section 1201.8. The Seller/Servicer will deliver to Freddie Mac a list of all such Persons promptly upon request. Under no circumstances may a Seller/Servicer provide or otherwise make available the Exclusionary List to any Person or entity (other than to the Seller/Servicer’s officer, director, principal, partner or employee with a need to have the Exclusionary List for the purposes set forth in this section) without the prior express written authorization of Freddie Mac. (iv) Exclusions Confidential information does not include: Any information that is: ■ Generally available to the public without violation of the provisions of this Section 1201.8 ■ Provided to the Seller/Servicer by a third party that is not itself under a confidentiality obligation with respect to the information; or ■ Independently developed by the Seller/Servicer without use of the Freddie Mac confidential information, derivative information or any portion thereof In addition, nothing in this Section 1201.8(a) will be deemed to preclude the Seller/Servicer from disclosing Freddie Mac confidential information to the extent ordered by a court or agency of competent jurisdiction, as long as: ■ If legally permissible, the Seller/Servicer promptly notifies Freddie Mac of the order and provides Freddie Mac with a reasonable opportunity to respond in such manner as Freddie Mac deems appropriate to limit the disclosure; and ■ The Seller/Servicer notifies the court or agency in writing before any disclosure that the information is Freddie Mac confidential information (b) Treatment of Seller/Servicer confidential information In response to Freddie Mac’s request, Seller/Servicer may provide Freddie Mac with the following information and documentation that Seller/Servicer identifies as confidential (collectively, “Seller/Servicer confidential information”): ■ Information regarding Seller/Servicer’s financial condition ■ Seller/Servicer’s responses to Freddie Mac’s security questionnaire ■ Information about Seller/Servicer’s information security policies ■ Information related to Seller/Servicer’s business continuity/disaster recovery plans; and ■ Information in Seller/Servicer’s system and organization controls (SOC)-1 or SOC-2 report and other third-party audit reports Seller/Servicer confidential information does not include information that is: ■ Publicly available ■ Provided to Freddie Mac by a third party that is not to Freddie Mac’s knowledge itself under an obligation to keep the information confidential; or ■ Independently developed by Freddie Mac or another third party Freddie Mac may use Seller/Servicer confidential information for the purposes for which the information was provided to Freddie Mac and for other internal business purposes (the “Freddie Mac Purposes”). Freddie Mac will exercise at least the same degree of care to preserve the confidentiality of Seller/Servicer confidential information that Freddie Mac exercises to protect its own information of a similar level of sensitivity, but in no event less than a reasonable degree of care. Freddie Mac may disclose Seller/Servicer confidential information as necessary or appropriate for Freddie Mac Purposes. Freddie Mac also may disclose it to the extent ordered by a court or agency of competent jurisdiction, as long as: ■ If legally permissible, Freddie Mac promptly notifies Seller/Servicer of the order and provides it with a reasonable opportunity to respond in such manner as it deems appropriate to limit the disclosure, and ■ Freddie Mac notifies the court or agency in writing before any disclosure that the information is Seller/Servicer confidential information. Freddie Mac also may disclose Seller/Servicer confidential information to FHFA or Freddie Mac’s other regulators without regard to the requirements of this section.