Common use of Representations Concerning the Collateral Clause in Contracts

Representations Concerning the Collateral. The Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately prior to the pledge of any such Collateral, the Borrower was the sole owner or holder as applicable of such Collateral and had good and marketable title thereto, as applicable (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, with respect to the related Servicing Rights), free and clear of all Liens, other than pursuant to the terms and provisions of the Freddie Mac Requirements and no Person, other than the Lender has any Lien on any Collateral (other than pursuant to the terms and provisions of the Freddie Mac Requirements). (b) The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, title, and interest, as applicable, of the Borrower in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related Agency. (c) All Recourse Servicing Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File most recently delivered to the Lender. All information concerning all Servicing Rights set forth on the Electronic File pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading as of the date of such Electronic File. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender as “Secured Party” and the Borrower as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Lender has a duly perfected security interest under the UCC in all right, title, and interest of ▇▇▇▇▇▇▇▇ in, to and under, (subject and subordinate to the terms and provisions of the Freddie Mac Requirements and the interests of any other applicable Agency), the Servicing Rights. (e) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account created under this Agreement have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other Agency as set forth in Section 4.02 and in the related Acknowledgment Agreement, the Borrower is the legal and beneficial owner or holder, as applicable of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Facility Documents. (f) Subject only to the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment Agreement, the Borrower has and will continue to have the full right, power and authority, to pledge the Servicing Rights and the pledge of such Servicing Rights (other than the Freddie Mac Servicing Rights), may be further assigned without any requirement, except as may be specified in the related Agency Guides. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or any of its Affiliates on the one hand and any third party (including an Affiliate of the Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.

Representations Concerning the Collateral. The (1) Neither the Borrower represents and warrants nor the Guarantor has assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except to the Lender that as extent any such pledge has been released prior to the grant of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately any security interest thereon hereunder), and immediately prior to the pledge of any such Collateral, the Borrower or the Guarantor, as applicable, was the sole owner or holder as applicable of such Collateral and had good and marketable title thereto, as applicable (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, with respect to the related Servicing Rights), free and clear of all Liens, Liens other than pursuant to the terms and provisions of the Freddie Mac Requirements and no Person, other than the Lender has any a first priority Lien on any Collateral (other than pursuant to the terms and provisions of the Freddie Mac Requirements). (b) The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, title, and interest, as applicable, of the Borrower in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related AgencyAdministrative Agent. (ci) All Recourse Servicing Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File most recently delivered to the Lender. All information concerning all Servicing Rights Collateral set forth on the Electronic File pursuant to which such Servicing Rights each Schedule of Assets were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make Administrative Agent, for the statements contained therein, in light benefit of the circumstances under which they were made, not misleading Lenders will be complete and correct in all material respects as of the date of such Electronic FileSchedule of Assets. (dii) Upon the filing of financing statements on Form UCC-1 naming the Lender Administrative Agent as “Secured Party” and the Borrower or the Guarantor (as applicable) as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Lender has Administrative Agent, for the benefit of the Lenders, will have a duly perfected first priority security interest under the UCC in all right, title, and interest of ▇▇▇▇▇▇▇▇ the Borrower and the Guarantor in, to and under, (subject and subordinate subject, in all cases, to the terms and provisions of the Freddie Mac Requirements and the interests of any other applicable Agency)Agency Requirements, the Servicing RightsCollateral to the extent a security interest therein can be perfected by a UCC filing. (eiii) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Agency Requirements, such other Agency as set forth in Section 4.02 and in the related Acknowledgment Agreement, the Borrower is and the Guarantor are the legal and beneficial owner or holder, as applicable owners of the Collateral hereunder free and clear of any Lien, except for other than as permitted by and any rights retained by the Liens created or permitted under Agencies pursuant to the Facility DocumentsAgency Requirements. (fiv) Subject only to the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment AgreementAgency Requirements, the Borrower has and will continue to the Guarantor have the full right, power and authority, authority to pledge the Servicing Rights and the pledge of such Servicing Rights (other than the Freddie Mac Servicing Rights), may be further assigned without any requirement, except as may be specified in the related Agency Guides. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or any of its Affiliates on the one hand and any third party (including an Affiliate of the Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.

Representations Concerning the Collateral. The Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately No Loan Party has assigned, pledged, conveyed, or encumbered any Collateral to any other Person (other than Permitted Liens) and immediately prior to the pledge of any such Collateral, the Borrower a Loan Party was the sole owner or holder as applicable of such Collateral and had good and marketable title thereto, as applicable (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, with respect to the related Servicing Rights), free and clear of all Liens, Liens (other than Permitted Liens), and no Person has any Lien (other than Permitted Liens) on any Collateral. No security agreement, financing statement, equivalent security or lien instrument or continuation statement covering all or any part of the Collateral which has been signed by any Loan Party or which any Loan Party has authorized any other Person to sign or file or record, is on file or of record with any public office, except such as may have been filed by or on behalf of a Loan Party in favor of the Lender pursuant to the terms and provisions Loan Documents or in respect of the Freddie Mac Requirements and no Person, other than the Lender has any Lien on any Collateral (other than pursuant to the terms and provisions of the Freddie Mac Requirements)applicable Permitted Liens. (b) The provisions of this Agreement the Loan Documents are effective to create in favor of the Lender a valid security interest in all right, title, and interest, as applicable, interest of the Borrower each Loan Party in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related AgencyPermitted Liens. (c) All Recourse Servicing Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File most recently delivered to the Lender. All information concerning all Servicing Rights set forth on the Electronic File pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading as of the date of such Electronic File. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender as “Secured Party” and the Borrower each Loan Party as “Debtor”, and describing the Collateral, in the appropriate jurisdictionsjurisdictions and recording offices listed on Schedule 3.21 attached hereto, the Lender has a duly security interests granted in the Collateral pursuant to the Collateral Documents will constitute perfected first-priority security interest interests under the UCC Uniform Commercial Code in all right, title, title and interest of ▇▇▇▇▇▇▇▇ the applicable Loan Party in, to and underunder such Collateral, (which can be perfected by filing under the Uniform Commercial Code, in each case, subject and subordinate to the terms and provisions of the Freddie Mac Requirements and the interests of any other applicable Agency), the Servicing RightsPermitted Liens. (ed) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account created under this Agreement have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other Agency as set forth in Section 4.02 and in the related Acknowledgment Agreement, the Borrower is the legal and beneficial owner or holder, as applicable of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Facility Documents. (f) Subject only to the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment Agreement, the Borrower Each Loan Party has and will continue to have the full right, power and authority, to pledge the Servicing Rights Collateral, subject to Permitted Liens, and the pledge of such Servicing Rights (other than the Freddie Mac Servicing Rights), Collateral may be further assigned without any requirement, except as may be specified in the related Agency Guides. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or Lender without the consent of any of its Affiliates on the one hand and any third party (including an Affiliate of the Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advances, no such third party has the right pursuant Loan Party to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateralextent provided in Section 8.6.

Representations Concerning the Collateral. The Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately No Issuer Party has assigned, pledged, conveyed, or encumbered any Collateral to any other Person (other than Permitted Liens) and immediately prior to the pledge of any such Collateral, the Borrower an Issuer Party was the sole owner or holder as applicable of such Collateral and had good and marketable title thereto, as applicable (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, with respect to the related Servicing Rights), free and clear of all Liens, Liens (other than Permitted Liens), and no Person has any Lien (other than Permitted Liens) on any Collateral. No security agreement, financing statement, equivalent security or lien instrument or continuation statement covering all or any part of the Collateral which has been signed by any Issuer Party or which any Issuer Party has authorized any other Person to sign or file or record, is on file or of record with any public office, except such as may have been filed by or on behalf of an Issuer Party in favor of the Initial Noteholder pursuant to the terms and provisions Secured Note Documents or in respect of the Freddie Mac Requirements and no Person, other than the Lender has any Lien on any Collateral (other than pursuant to the terms and provisions of the Freddie Mac Requirements)applicable Permitted Liens. (b) The provisions of this Agreement the Secured Note Documents are effective to create in favor of the Lender Initial Noteholder a valid security interest in all right, title, and interest, as applicable, interest of the Borrower each Issuer Party in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related AgencyPermitted Liens. (c) All Recourse Servicing Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File most recently delivered to the Lender. All information concerning all Servicing Rights set forth on the Electronic File pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading as of the date of such Electronic File. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender Initial Noteholder as “Secured Party” and the Borrower each Issuer Party as “Debtor”, and describing the Collateral, in the appropriate jurisdictionsjurisdictions and recording offices listed on Schedule 3.21 attached hereto, the Lender has a duly security interests granted in the Collateral pursuant to the Collateral Documents will constitute perfected first-priority security interest interests under the UCC Uniform Commercial Code in all right, title, title and interest of ▇▇▇▇▇▇▇▇ the applicable Issuer Party in, to and underunder such Collateral, (which can be perfected by filing under the Uniform Commercial Code, in each case, subject and subordinate to the terms and provisions of the Freddie Mac Requirements and the interests of any other applicable Agency), the Servicing RightsPermitted Liens. (ed) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account created under this Agreement have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other Agency as set forth in Section 4.02 and in the related Acknowledgment Agreement, the Borrower is the legal and beneficial owner or holder, as applicable of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Facility Documents. (f) Subject only to the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment Agreement, the Borrower Each Issuer Party has and will continue to have the full right, power and authority, to pledge the Servicing Rights Collateral, subject to Permitted Liens, and the pledge of such Servicing Rights (other than the Freddie Mac Servicing Rights), Collateral may be further assigned without any requirement, except as may be specified in the related Agency Guides. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or Initial Noteholder without the consent of any of its Affiliates on the one hand and any third party (including an Affiliate of the Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advances, no such third party has the right pursuant Issuer Party to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateralextent provided in Section 8.6.

Representations Concerning the Collateral. The (1) Neither the Borrower represents and warrants nor the Guarantor has assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except to the Lender that as extent any such pledge has been released prior to the grant of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately any security interest thereon hereunder), and immediately prior to the pledge of any such Collateral, the Borrower or the Guarantor, as applicable, was the sole owner or holder as applicable of such Collateral and had good and marketable title thereto, as applicable (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, with respect to the related Servicing Rights), free and clear of all Liens, Liens other than pursuant to the terms and provisions of the Freddie Mac Requirements and no Person, other than the Lender has any a first priority Lien on any Collateral (other than pursuant to the terms and provisions of the Freddie Mac Requirements). (b) The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, title, and interest, as applicable, of the Borrower in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related AgencyAdministrative Agent. (ci) All Recourse Servicing Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File most recently delivered to the Lender. All information concerning all Servicing Rights Collateral set forth on the Electronic File pursuant to which such Servicing Rights Schedule of Assets were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make Administrative Agent, for the statements contained therein, in light benefit of the circumstances under which they were made, not misleading Lenders will be complete and correct in all material respects as of the date of such Electronic FileSchedule of Assets. (dii) Upon the filing of financing statements on Form UCC-1 naming the Lender Administrative Agent as “Secured Party” and the Borrower or the Guarantor (as applicable) as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Lender has Administrative Agent, for the benefit of the Lenders, will have a duly perfected first priority security interest under the UCC in all right, title, and interest of ▇▇▇▇▇▇▇▇ the Borrower and the Guarantor in, to and under, (subject and subordinate subject, in all cases, to the terms and provisions of the Freddie Mac Requirements and the interests of any other applicable Agency)Agency Requirements, the Servicing RightsCollateral to the extent a security interest therein can be perfected by a UCC filing. (eiii) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Agency Requirements, such other Agency as set forth in Section 4.02 and in the related Acknowledgment Agreement, the Borrower is and the Guarantor are the legal and beneficial owner or holder, as applicable owners of the Collateral hereunder free and clear of any Lien, except for other than as permitted by and any rights retained by the Liens created or permitted under Agencies pursuant to the Facility DocumentsAgency Requirements. (fiv) Subject only to the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment AgreementAgency Requirements, the Borrower has and will continue to the Guarantor have the full right, power and authority, authority to pledge the Servicing Rights and the pledge of such Servicing Rights (other than the Freddie Mac Servicing Rights), may be further assigned without any requirement, except as may be specified in the related Agency Guides. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or any of its Affiliates on the one hand and any third party (including an Affiliate of the Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.

Representations Concerning the Collateral. The Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately No Issuer Party has assigned, pledged, conveyed, or encumbered any Collateral to any other Person (other than Permitted Liens) and immediately prior to the pledge of any such Collateral, the Borrower an Issuer Party was the sole owner or holder as applicable of such Collateral and had good and marketable title thereto, as applicable (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, with respect to the related Servicing Rights), free and clear of all Liens, Liens (other than pursuant to the terms and provisions of the Freddie Mac Requirements Permitted Liens), and no Person, other than the Lender Initial Noteholder has any Lien on any Collateral (other than Permitted Liens) on any Collateral. No security agreement, financing statement, equivalent security or lien instrument or continuation statement covering all or any part of the Collateral which has been signed by any Issuer Party or which any Issuer Party has authorized any other Person to sign or file or record, is on file or of record with any public office, except such as may have been filed by or on behalf of an Issuer Party in favor of the Initial Noteholder pursuant to the terms and provisions Secured Note Documents or in respect of the Freddie Mac Requirements)applicable Permitted Liens. (b) The provisions of this Agreement the Secured Note Documents are effective to create in favor of the Lender Initial Noteholder a valid security interest in all right, title, and interest, as applicable, interest of the Borrower each Issuer Party in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related Agencyapplicable Permitted Liens. (c) All Recourse Servicing Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File most recently delivered to the Lender. All information concerning all Servicing Rights set forth on the Electronic File pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading as of the date of such Electronic File. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender Initial Noteholder as “Secured Party” and the Borrower each Issuer Party as “Debtor”, and describing the Collateral, in the appropriate jurisdictionsjurisdictions and recording offices listed on Schedule 3.21 attached hereto, the Lender has a duly security interests granted in the Collateral pursuant to the Collateral Documents will constitute perfected first-priority security interest interests under the UCC Uniform Commercial Code in all right, title, title and interest of ▇▇▇▇▇▇▇▇ the applicable Issuer Party in, to and underunder such Collateral, (which can be perfected by filing under the Uniform Commercial Code, in each case, subject and subordinate to the terms and provisions of the Freddie Mac Requirements and the interests of any other applicable Agency), the Servicing RightsPermitted Liens. (ed) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account created under this Agreement have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other Agency as set forth in Section 4.02 and in the related Acknowledgment Agreement, the Borrower is the legal and beneficial owner or holder, as applicable of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Facility Documents. (f) Subject only to the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment Agreement, the Borrower Each Issuer Party has and will continue to have the full right, power and authority, to pledge the Servicing Rights Collateral, subject to Permitted Liens, and the pledge of such Servicing Rights (other than the Freddie Mac Servicing Rights), Collateral may be further assigned without any requirement, except as may be specified in the related Agency Guides. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or Initial Noteholder without the consent of any of its Affiliates on the one hand and any third party (including an Affiliate of the Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advances, no such third party has the right pursuant Issuer Party to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateralextent provided in Section 8.6.

Representations Concerning the Collateral. The Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately No Loan Party has assigned, pledged, conveyed, or encumbered any Collateral to any other Person (other than Permitted Liens) and immediately prior to the pledge of any such Collateral, the Borrower a Loan Party was the sole owner or holder as applicable of such Collateral and had good and marketable title thereto, as applicable (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, with respect to the related Servicing Rights), free and clear of all Liens, Liens (other than pursuant to the terms and provisions of the Freddie Mac Requirements Permitted Liens), and no Person, other than the Lender has any Lien on any Collateral (other than Permitted Liens) on any Collateral. No security agreement, financing statement, equivalent security or lien instrument or continuation statement covering all or any part of the Collateral which has been signed by any Loan Party or which any Loan Party has authorized any other Person to sign or file or record, is on file or of record with any public office, except such as may have been filed by or on behalf of a Loan Party in favor of the Lender pursuant to the terms and provisions Loan Documents or in respect of the Freddie Mac Requirements)applicable Permitted Liens. (b) The provisions of this Agreement the Loan Documents are effective to create in favor of the Lender a valid security interest in all right, title, and interest, as applicable, interest of the Borrower each Loan Party in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related Agencyapplicable Permitted Liens. (c) All Recourse Servicing Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File most recently delivered to the Lender. All information concerning all Servicing Rights set forth on the Electronic File pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading as of the date of such Electronic File. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender as “Secured Party” and the Borrower each Loan Party as “Debtor”, and describing the Collateral, in the appropriate jurisdictionsjurisdictions and recording offices listed on Schedule 3.21 attached hereto, the Lender has a duly security interests granted in the Collateral pursuant to the Collateral Documents will constitute perfected first-priority security interest interests under the UCC Uniform Commercial Code in all right, title, title and interest of ▇▇▇▇▇▇▇▇ the applicable Loan Party in, to and underunder such Collateral, (which can be perfected by filing under the Uniform Commercial Code, in each case, subject and subordinate to the terms and provisions of the Freddie Mac Requirements and the interests of any other applicable Agency), the Servicing RightsPermitted Liens. (ed) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account created under this Agreement have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other Agency as set forth in Section 4.02 and in the related Acknowledgment Agreement, the Borrower is the legal and beneficial owner or holder, as applicable of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Facility Documents. (f) Subject only to the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment Agreement, the Borrower Each Loan Party has and will continue to have the full right, power and authority, to pledge the Servicing Rights Collateral, subject to Permitted Liens, and the pledge of such Servicing Rights (other than the Freddie Mac Servicing Rights), Collateral may be further assigned without any requirement, except as may be specified in the related Agency Guides. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or Lender without the consent of any of its Affiliates on the one hand and any third party (including an Affiliate of the Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advances, no such third party has the right pursuant Loan Party to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateralextent provided in Section 8.6.

Representations Concerning the Collateral. The Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately Except as set forth in the Freddie Mac Requirements, the Borrower has not assigned, pledged, conveyed, or encumbered any Collateral to any other Person or any right to any Collateral to any Person (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Collateral), and immediately prior to the pledge of any such Collateral, the Borrower was the sole owner or holder as applicable of such Collateral and had good and marketable title thereto, as applicable thereto (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, the Applicable Agency with respect to the related Servicing RightsCollateral), free and clear of all Liens, Liens other than pursuant to the terms and provisions of the Freddie Mac Requirements Mac’s Superior Interest, and no Person, other than the Lender and Freddie Mac has any Lien on any Collateral Collateral. No Eligible Servicing Rights are related to Mortgage Loans owned by a third-party (including without limitation any Affiliates or Subsidiaries of Borrower) other than pursuant the Applicable Agency and no Person has any interest in any Eligible Servicing Rights or any related Mortgage Loans, other than Lender, Borrower, the Applicable Agency (including without limitation any right to the terms and provisions of the Freddie Mac Requirementscontrol or transfer or otherwise effectuate any remedy relating to any Eligible Servicing Rights). (b) The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, titletitle (as applicable), and interest, as applicable, interest of the Borrower in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related Applicable Agency. (c) All Recourse Servicing Agency Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File Servicing Schedule most recently delivered to the Lender. All information concerning all Servicing Rights set forth on the Electronic File Servicing Schedule pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading as of the date of delivery of such Electronic FileServicing Schedule. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender as “Secured Party” and the Borrower as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Lender has a duly perfected security interest under the UCC in all right, titletitle (as applicable), and interest of ▇▇▇▇▇▇▇▇ the Borrower in, to and under, (subject and subordinate to the terms and provisions of the Freddie Mac Requirements Mac’s Superior Interest and the other interests of any other applicable each Applicable Agency), the Pledged Servicing Rights. (e) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account created under this Agreement have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other Agency as set forth in Section 4.02 and in the related Acknowledgment Agreement, the Borrower is the legal and beneficial owner or holder, as applicable of the Collateral free and clear of any Lien, except for Freddie Mac’s Superior Interest and the Liens created or permitted under the Facility Documents. (f) Subject only to the terms and provisions of the Freddie Mac Requirements (including the rights of Freddie Mac as set forth in Section 4.02) and such other the terms of the related Acknowledgment Acknowledgement Agreement, the Borrower has and will continue to have the full right, power and authority, to pledge the related Servicing Rights Rights, and the pledge of such Servicing Rights (other than the Freddie Mac Servicing Rights), may be further assigned without any requirementin accordance with and subject to the ▇▇▇▇▇▇ ▇▇▇ Guides or the Freddie Mac Requirements, except as may be specified in the related Agency Guidesapplicable. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or any of its Affiliates or Subsidiaries on the one hand and any third party (including an Affiliate or Subsidiary of the Borrower or any of its Subsidiaries or Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advancesservicing advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the a Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral. (h) There are no co-investor or similar arrangements providing for any transfer, assignment, pledge, lien or encumbrance on any portion of the Pledged Servicing Rights related to any Mortgage Loans pooled in securitizations by Freddie Mac. (i) There are no co-investor or similar arrangements providing for any transfer, assignment, pledge, lien or encumbrance on any portion of the Pledged Servicing Rights. (j) Following the execution of any applicable Acknowledgement Agreement, such Acknowledgment Agreement is in full force and effect and neither ▇▇▇▇▇▇ ▇▇▇ nor Freddie Mac has provided written notice to any Borrower or Lender that it will terminate or revoke the related Acknowledgement Agreement or its consent to the pledge of the Pledged Servicing Rights by Borrower to Lender. Each Agency Consent Agreement is in full force and effect and neither ▇▇▇▇▇▇ ▇▇▇ nor Freddie Mac has provided written notice to any Borrower that it will terminate or revoke the related Agency Consent Agreement (as applicable), except in each case to the extent that a failure of any Agency Consent Agreement to be in full force and effect or any such termination or revocation would not be reasonably likely to have a Material Adverse Effect.

Representations Concerning the Collateral. The Each Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately Such Borrower has not assigned, pledged, conveyed, or encumbered any Collateral to any other Person or any right to any Collateral to any Person (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Collateral), and immediately prior to the pledge of any such Collateral, the such Borrower was the sole owner or holder as applicable of such Collateral and had good and marketable title thereto, as applicable thereto (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, ▇▇▇▇▇▇▇ Mac with respect to the related Servicing Rights), free and clear of all Liens, other than pursuant to the terms and provisions of the Freddie Mac Requirements and no Person, other than the Lender has any Lien on any Collateral Collateral. No Eligible Servicing Rights are related to Mortgage Loans owned or financed by a third-party (including without limitation any Affiliate of such Borrower) other than ▇▇▇▇▇▇▇ Mac pursuant to a ▇▇▇▇▇▇▇ Mac Acknowledgment Agreement, and no Person has any interest in any Eligible Servicing Rights or any related Mortgage Loans, other than Lender, such Borrower (or both Borrowers in the case where any Excess Servicing Fees have been sold by PMC to Holdings pursuant to the terms and provisions of the Freddie Master Spread Acquisition and MSR Servicing Agreement), or ▇▇▇▇▇▇▇ Mac Requirementspursuant to the applicable ▇▇▇▇▇▇▇ Mac Acknowledgment Agreement (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Eligible Servicing Rights). (b) The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, title, and interest, as applicable, interest of the Borrower Borrowers in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related Agency. (c) All Recourse Servicing Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File most recently monthly summary report delivered to the Lender. All information concerning all Servicing Rights set forth on the Electronic File pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading as of the date of such Electronic File. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender as “Secured Party” and the each Borrower as a “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Lender has a duly perfected first priority security interest under the UCC in all right, title, and interest of ▇▇▇▇▇▇▇▇ each Borrower in, to and under, (subject and subordinate to the terms and provisions of the Freddie Mac Requirements and the interests of any other applicable Agency), the Servicing Rights. (e) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account created under this Agreement have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other related Agency as set forth in Section 4.02 and in the related Acknowledgment Agreement, the Borrower is Borrowers are the legal and beneficial owner or holder, as applicable owners of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Facility Documents. (f) Subject only to the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment Agreement, the each Borrower has and will continue to have the full right, power and authority, to pledge the Servicing Rights Rights, and the pledge of such Servicing Rights (other than the Freddie Mac Servicing Rights), may be further assigned without any requirement, except as may be specified in the related Agency Guides. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the a Borrower or any of its Affiliates on the one hand and any third party (including an Affiliate of the a Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the such Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.

Representations Concerning the Collateral. The Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately Except as set forth pursuant to the terms and provisions of the Freddie Mac Requirements, Borrower has not assigned, pledged, transferred, conveyed, or encumbered any Collateral to any other Person or any right to any Collateral to any Person (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Collateral), and immediately prior to the pledge of any such Collateral, the Borrower was the sole owner or holder holder, as applicable applicable, of such Collateral and had good and marketable title thereto, as applicable applicable, (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, the Applicable Agency with respect to the related Servicing RightsCollateral), free and clear of all Liens, other than Freddie Mac’s Superior Interest, and no Person, other than the Lender and Freddie Mac has any Lien on any Collateral. No Eligible Servicing Rights are related to Mortgage Loans owned or financed by a third-party (including without limitation any Affiliates or Subsidiaries of Borrower) other than the Applicable Agency pursuant to the terms and provisions of the Freddie ▇▇▇▇▇▇▇ Mac Requirements or the ▇▇▇▇▇▇ ▇▇▇ Acknowledgement Agreement or any Other Facility Lender pursuant to the related Other Facility, and no PersonPerson has any interest in any Eligible Servicing Rights or any related Mortgage Loans, other than the Lender has any Lien on any Collateral (other than Lender, ▇▇▇▇▇▇▇▇, Freddie Mac pursuant to the terms and provisions of the Freddie ▇▇▇▇▇▇▇ Mac RequirementsRequirements or ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Acknowledgement Agreement or an Other Facility Lender pursuant to the related Other Facility (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Eligible Servicing Rights).; and (b) The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, title, title and interest, (as applicable, ) of the Borrower in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related Applicable Agency. (c) All Recourse Servicing Agency Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File Servicing Schedule most recently delivered to the Lender. All information concerning all Servicing Rights set forth on the Electronic File Servicing Schedule pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading as of the date of delivery of such Electronic FileServicing Schedule. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender as “Secured Party” and the Borrower as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Lender has a duly perfected security interest under the UCC in all right, title, and interest of ▇▇▇▇▇▇▇▇ the Borrower in, to and under, subject to Freddie Mac’s Superior Interest and the other interests of each Applicable Agency and the Pledged Servicing Rights. (subject and subordinate e) Subject to (i) the terms and provisions of the Freddie Mac Requirements and the interests of any other applicable Agency), the Servicing Rights. (e) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account created under this Agreement have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other Agency as set forth in (ii) the terms and provisions of Section 4.02 and in (iii) the related Acknowledgment ▇▇▇▇▇▇ ▇▇▇ Acknowledgement Agreement, the Borrower is the legal and beneficial owner or holder, as applicable of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Facility Documents. (f) Subject only in all respects to the terms and provisions of the Freddie Mac Requirements (including the rights of Freddie Mac as set forth in Section 4.02) and such other related Acknowledgment the terms of the ▇▇▇▇▇▇ ▇▇▇ Acknowledgement Agreement, the Borrower has and will continue to have the full right, power and authority, to pledge the related Servicing Rights and the pledge of such Servicing Rights (other than the Freddie Mac Servicing Rights), may be further assigned without any requirement, except as may be specified in other than the related Agency Guides▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ Contract Rights. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or any of its Affiliates or Subsidiaries on the one hand and any third party (including an Affiliate or Subsidiary of the Borrower or any of its Subsidiaries or Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advancesservicing advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the a Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral. (h) [Reserved]. (i) [Reserved]. (j) Following the execution of any applicable Acknowledgement Agreement, such Acknowledgment Agreement is in full force and effect and neither ▇▇▇▇▇▇ ▇▇▇ nor Freddie Mac has provided written notice to Borrower or Lender that it will terminate or revoke the related Acknowledgement Agreement or its consent to the pledge of the Pledged Servicing Rights by Borrower to Lender. (k) [Reserved]. (l) (i) the Cash Management Agreement and (ii) the Intercreditor Agreement, as applicable and to the extent such facility and agreements are in existence, are in full force and effect.

Representations Concerning the Collateral. The Each Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately Such Borrower has not assigned, pledged, conveyed, or encumbered any Collateral to any other Person or any right to any Collateral to any Person (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Collateral), and immediately prior to the pledge of any such Collateral, the such Borrower was the sole owner or holder as applicable of such Collateral and had good and marketable title thereto, as applicable thereto (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, ▇▇▇▇▇▇ ▇▇▇ with respect to the related Servicing Rights), free and clear of all Liens, other than pursuant to the terms and provisions of the Freddie Mac Requirements and no Person, other than the Lender has any Lien on any Collateral Collateral. No Eligible Servicing Rights are related to Mortgage Loans owned or financed by a third-party (including without limitation any Affiliate of such Borrower) other than ▇▇▇▇▇▇ Mae pursuant to a ▇▇▇▇▇▇ ▇▇▇ Acknowledgment Agreement, and no Person has any interest in any Eligible Servicing Rights or any related Mortgage Loans, other than Lender, such Borrower (or both Borrowers in the case where any Excess Servicing Fees have been sold by PMC to Holdings pursuant to the terms and provisions of the Freddie Mac RequirementsMaster Spread Acquisition and MSR Servicing Agreement), or ▇▇▇▇▇▇ Mae pursuant to the applicable ▇▇▇▇▇▇ ▇▇▇ Acknowledgment Agreement (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Eligible Servicing Rights). (b) The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, title, and interest, as applicable, interest of the Borrower Borrowers in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related Agency. (c) All Recourse Servicing Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File most recently monthly summary report delivered to the Lender. All information concerning all Servicing Rights set forth on the Electronic File pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading as of the date of such Electronic File. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender as “Secured Party” and the each Borrower as a “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Lender has a duly perfected first priority security interest under the UCC in all right, title, and interest of ▇▇▇▇▇▇▇▇ each Borrower in, to and under, (subject and subordinate to the terms and provisions of the Freddie Mac Requirements and the interests of any other applicable Agency), the Servicing Rights. (e) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account created under this Agreement have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other related Agency as set forth in Section 4.02 and in the related Acknowledgment Acknowledgement Agreement, the Borrower is Borrowers are the legal and beneficial owner or holder, as applicable owners of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Facility Documents. (f) Subject only to the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment Acknowledgement Agreement, the each Borrower has and will continue to have the full right, power and authority, to pledge the Servicing Rights Rights, and the pledge of such Servicing Rights (other than the Freddie Mac Servicing Rights), may be further assigned without any requirement, except as may be specified in the related Agency Guides. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the a Borrower or any of its Affiliates on the one hand and any third party (including an Affiliate of the a Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the such Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.

Representations Concerning the Collateral. The Each Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately No Borrower has assigned, pledged, conveyed, or encumbered any Collateral (other than a Permitted Excess Servicing Spread Acquisition) to any other Person or any right to any Collateral to any Person (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Collateral), and immediately prior to the pledge of any the Collateral in which such CollateralBorrower has rights, the such Borrower was the sole owner or holder as applicable of such Collateral and had good and marketable title thereto, as applicable thereto (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, the related Applicable Agency with respect to the related Servicing RightsRights and Excess Servicing Spread), free and clear of all Liens, other than pursuant to the terms and provisions of the Freddie Mac Requirements and no Person, other than the Lender has any Lien on any Collateral Collateral. No Eligible Assets are related to Mortgage Loans owned or financed by a third-party (including without limitation any Affiliate of Borrower) other than the Applicable Agency pursuant to the terms related Acknowledgement Agreement, and provisions of no Person has any interest in any Eligible Assets or any related Mortgage Loans, other than Lender, Borrower or the Freddie Mac Requirementsrelated Applicable Agency pursuant to the related Acknowledgement Agreement (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Eligible Assets). (b) The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, title, and interest, as applicable, interest of the each Borrower in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related Applicable Agency. (c) All Recourse Servicing Agency Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File Servicing Schedule most recently delivered to the Lender. All information concerning all Servicing Rights set forth on the Electronic File Servicing Schedule pursuant to which such Servicing Rights and Excess Servicing Spread were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading as of the date of delivery of such Electronic FileServicing Schedule. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender as “Secured Party” and the Borrower Borrowers as “DebtorDebtors”, and describing the Collateral, in the appropriate jurisdictions, the Lender has a duly perfected first priority security interest under the UCC in all right, title, and interest of ▇▇▇▇▇▇▇▇ each Borrower in, to and under, (subject and subordinate to the terms and provisions of the Freddie Mac Requirements and the interests of any other applicable the related Applicable Agency), the Pledged Servicing RightsRights and Pledged Excess Servicing Spread. (e) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account created under this Agreement have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other related Applicable Agency as set forth in Section 4.02 and in the related Acknowledgment Acknowledgement Agreement, the Borrower is Borrowers are the legal and beneficial owner or holder, as applicable of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Facility Documents. (f) Subject only The Acknowledgement Agreement is in full force and effect and F▇▇▇▇▇▇ Mac has not provided written notice to either Borrower or Lender that it will terminate, revoke, modify or amend the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment Agreement, the Borrower has and will continue Agreement or its consent to have the full right, power and authority, to pledge the Servicing Rights and the pledge of such the Pledged Excess Servicing Spreads by Holdings to Lender or the pledge of the Pledged Servicing Rights (other than the Freddie Mac Servicing Rights), may be further assigned without any requirement, except as may be specified in the related Agency Guidesby PMAC to Lender. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the each Borrower or any of its Affiliates on the one hand and any third party (including an Affiliate of the each Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advancesservicing advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the any Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.

Representations Concerning the Collateral. The Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately prior The Borrower has not assigned, pledged, conveyed, or encumbered any Collateral or any right to the pledge of any such Collateral (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Collateral), and the Borrower was is the sole owner or holder as applicable of such all Collateral and had has good and marketable title thereto, as applicable (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, with respect to the related Servicing Rights), thereto free and clear of all Liens, other than, in each case, any Permitted Collateral Liens. No Pledged Servicing is owned or financed by a third-party (including, without limitation, any Affiliates of the Borrower) other than the Owner pursuant to the terms Servicing Contract and provisions of the Freddie Mac Requirements Acknowledgment Agreement, and no PersonPerson has any interest in any Pledged Servicing, other than the Lender has any Lien on any Collateral (other than Lender, the Borrower or the Owner pursuant to the terms Servicing Contract and provisions of the Freddie Mac RequirementsAcknowledgment Agreement (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Pledged Servicing). (b) The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, title, and interest, as applicable, interest of the Borrower in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related Agency.; (c) All Recourse Servicing Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File most recently delivered to the Lender. All information concerning all any Pledged Servicing Rights set forth on the Electronic File pursuant to which such Servicing Rights wereSchedule most recently delivered does not contain, are or will be (taken as applicable) pledged to the Lender will not contain a whole, any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not materially misleading as of the date of delivery of such Electronic File.Servicing Schedule; (d) Upon the filing of financing statements on Form UCC-1 naming the Lender as “Secured Party” and the Borrower as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Lender has a duly perfected security interest under the UCC in all right, title, and interest of ▇▇▇▇▇▇▇▇ in, to and under, (subject and subordinate to the terms and provisions of the Freddie Mac Requirements and the interests of any other applicable Agency), the Servicing Rights. (e) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account Collateral created under this Agreement have been duly made or taken and are in full force and effect, and the Facility Loan Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral, securing the payment of the Obligations and the Hedging Transaction Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other Agency as set forth in Section 4.02 and in the related Acknowledgment Agreement, the Borrower is the legal and beneficial owner or holder, as applicable of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Facility Documents. (fe) Subject only to the Servicing Contract and the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment Agreement, the Borrower has and will continue to have the full right, power and authority, authority to pledge the Servicing Rights Pledged Servicing, and the pledge of such Pledged Servicing Rights (other than the Freddie Mac Servicing Rights), may be further assigned without any requirement, except as may be specified in the related Agency GuidesServicing Contract. (gf) In connection with any repurchase agreement, warehouse loan agreement or line of credit, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or any of its Affiliates on the one hand and any third party (including an any Affiliate of the Borrower or any of its Affiliates but excluding the Lender or any Affiliate of the Lender) on the other, including without limitation, any other facility for the funding of Advancesservicing advances, no such third party has the right pursuant to the terms of such repurchase agreement, warehouse loan agreement or line of credit, loan and security agreement or similar credit facility or agreement, to cause the Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral. (g) Set forth in Schedule 4.06 hereto is, as of the Closing Date, a complete and correct list of each trade name used by the Borrower within five years of the date hereof and each former legal name of the Borrower within five years of the date hereof.

Representations Concerning the Collateral. The Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately Except as set forth pursuant to the terms and provisions of the Freddie Mac Requirements, Borrower has not assigned, pledged, transferred, conveyed, or encumbered any Collateral to any other Person or any right to any Collateral to any Person (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Collateral), and immediately prior to the pledge of any such Collateral, the Borrower was the sole owner or holder holder, as applicable applicable, of such Collateral and had good and marketable title thereto, as applicable applicable, (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, the Applicable Agency with respect to the related Servicing RightsCollateral), free and clear of all Liens, other than Freddie Mac’s Superior Interest, and no Person, other than the Lender and Freddie Mac has any Lien on any Collateral. No Eligible Servicing Rights are related to Mortgage Loans owned or financed by a third-party (including without limitation any Affiliates or Subsidiaries of Borrower) other than the Applicable Agency pursuant to the terms and provisions of the ▇▇▇▇▇▇▇ Mac Requirements or the ▇▇▇▇▇▇ ▇▇▇ Acknowledgement Agreement or any Other Facility Lender pursuant to the related Other Facility, and no Person has any interest in any Eligible Servicing Rights or any related Mortgage Loans, other than ▇▇▇▇▇▇, Borrower, Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and no Person, other than the Lender has any Lien on any Collateral (other than or ▇▇▇▇▇▇ ▇▇▇ pursuant to the terms and provisions of ▇▇▇▇▇▇ ▇▇▇ Acknowledgement Agreement or an Other Facility Lender pursuant to the Freddie Mac Requirementsrelated Other Facility (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Eligible Servicing Rights).; and (b) The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, title, title and interest, (as applicable, ) of the Borrower in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related Applicable Agency. (c) All Recourse Servicing Agency Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File Servicing Schedule most recently delivered to the Lender. All information concerning all Servicing Rights set forth on the Electronic File Servicing Schedule pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading as of the date of delivery of such Electronic FileServicing Schedule. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender as “Secured Party” and the Borrower as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Lender has a duly perfected security interest under the UCC in all right, title, and interest of ▇▇▇▇▇▇▇▇ the Borrower in, to and under, subject to Freddie Mac’s Superior Interest and the other interests of each Applicable Agency and the Pledged Servicing Rights. (subject and subordinate e) Subject to (i) the terms and provisions of the Freddie Mac Requirements and the interests of any other applicable Agency), the Servicing Rights. (e) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account created under this Agreement have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other Agency as set forth in (ii) the terms and provisions of Section 4.02 and in (iii) the related Acknowledgment ▇▇▇▇▇▇ ▇▇▇ Acknowledgement Agreement, the Borrower is the legal and beneficial owner or holder, as applicable of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Facility Documents. (f) Subject only in all respects to the terms and provisions of the Freddie Mac Requirements (including the rights of Freddie Mac as set forth in Section 4.02) and such other related Acknowledgment the terms of the ▇▇▇▇▇▇ ▇▇▇ Acknowledgement Agreement, the Borrower has and will continue to have the full right, power and authority, to pledge the related Servicing Rights and the pledge of such Servicing Rights (other than the Freddie Mac Servicing Rights), may be further assigned without any requirement, except as may be specified in other than the related Agency Guides▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ Contract Rights. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or any of its Affiliates or Subsidiaries on the one hand and any third party (including an Affiliate or Subsidiary of the Borrower or any of its Subsidiaries or Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advancesservicing advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the a Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral. (h) [Reserved]. (i) [Reserved]. (j) Following the execution of any applicable Acknowledgement Agreement, such Acknowledgment Agreement is in full force and effect and neither ▇▇▇▇▇▇ ▇▇▇ nor Freddie Mac has provided written notice to Borrower or Lender that it will terminate or revoke the related Acknowledgement Agreement or its consent to the pledge of the Pledged Servicing Rights by Borrower to Lender. (k) [Reserved]. (l) (i) the Cash Management Agreement and (ii) the Intercreditor Agreement, as applicable and to the extent such facility and agreements are in existence, are in full force and effect.

Representations Concerning the Collateral. The Each Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately No Borrower has assigned, pledged, conveyed, or encumbered any Collateral (other than a Permitted Excess Servicing Spread Acquisition) to any other Person or any right to any Collateral to any Person (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Collateral), and immediately prior to the pledge of any the Collateral in which such CollateralBorrower has rights, the such Borrower was the sole owner or holder as applicable of such Collateral and had good and marketable title thereto, as applicable thereto (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, the related Applicable Agency with respect to the related Servicing RightsRights and Excess Servicing Spread), free and clear of all Liens, other than pursuant to the terms and provisions of the Freddie Mac Requirements and no Person, other than the Lender has any Lien on any Collateral Collateral. No Eligible Assets are related to Mortgage Loans owned or financed by a third-party (including without limitation any Affiliate of Borrower) other than the Applicable Agency pursuant to the terms related Acknowledgement Agreement, and provisions of no Person has any interest in any Eligible Assets or any related Mortgage Loans, other than Lender, Borrower or the Freddie Mac Requirementsrelated Applicable Agency pursuant to the related Acknowledgement Agreement (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Eligible Assets). (b) The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, title, and interest, as applicable, interest of the each Borrower in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related Applicable Agency. (c) All Recourse Servicing Agency Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File Servicing Schedule most recently delivered to the Lender. All information concerning all Servicing Rights set forth on the Electronic File Servicing Schedule pursuant to which such Servicing Rights and Excess Servicing Spread were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading as of the date of delivery of such Electronic FileServicing Schedule. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender as “Secured Party” and the Borrower Borrowers as “DebtorDebtors”, and describing the Collateral, in the appropriate jurisdictions, the Lender has a duly perfected first priority security interest under the UCC in all right, title, and interest of ▇▇▇▇▇▇▇▇ each Borrower in, to and under, (subject and subordinate to the terms and provisions of the Freddie Mac Requirements and the interests of any other applicable the related Applicable Agency), the Pledged Servicing RightsRights and Pledged Excess Servicing Spread. (e) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account created under this Agreement have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other related Applicable Agency as set forth in Section 4.02 and in the related Acknowledgment Acknowledgement Agreement, the Borrower is Borrowers are the legal and beneficial owner or holder, as applicable of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Facility Documents. (f) Subject only Each applicable Acknowledgement Agreement is in full force and effect and neither ▇▇▇▇▇▇ Mae nor ▇▇▇▇▇▇▇ Mac has provided written notice to either Borrower or Lender that it will terminate, revoke, modify or amend the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment Agreement, the Borrower has and will continue Acknowledgement Agreement or its consent to have the full right, power and authority, to pledge the Servicing Rights and the pledge of such the Pledged Excess Servicing Spreads by Holdings to Lender or the pledge of the Pledged Servicing Rights (other than the Freddie Mac Servicing Rights), may be further assigned without any requirement, except as may be specified in the related Agency Guidesby PMAC to Lender. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the each Borrower or any of its Affiliates on the one hand and any third party (including an Affiliate of the each Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advancesservicing advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the any Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.

Representations Concerning the Collateral. The Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately Borrower has not assigned, pledged, conveyed, or encumbered any Collateral to any other Person or any right to any Collateral to any Person (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Collateral), and immediately prior to the pledge of any such Collateral, the Borrower was the sole owner or holder as applicable of such Collateral and had good and marketable title thereto, as applicable thereto (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, the related Applicable Agency with respect to the related Servicing Rights), free and clear of all Liens, other than pursuant to the terms and provisions of the Freddie Mac Requirements and no Person, other than the Lender has any Lien on any Collateral Collateral. No Eligible Servicing Rights are related to Mortgage Loans owned or financed by a third-party (including without limitation any Affiliate of Borrower) other than the Applicable Agency pursuant to the terms related Acknowledgement Agreement, and provisions of no Person has any interest in any Eligible Servicing Rights or any related Mortgage Loans, other than Lender, Borrower or the Freddie Mac Requirementsrelated Applicable Agency pursuant to the related Acknowledgement Agreement (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Eligible Servicing Rights). (b) The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, title, and interest, as applicable, interest of the Borrower in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related Applicable Agency. (c) All Recourse Servicing Agency Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File Servicing Schedule most recently delivered to the Lender. All information concerning all Servicing Rights set forth on the Electronic File Servicing Schedule pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading as of the date of delivery of such Electronic FileServicing Schedule. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender as “Secured Party” and the Borrower as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Lender has a duly perfected first priority security interest under the UCC in all right, title, and interest of ▇▇▇▇▇▇▇▇ Borrower in, to and under, (subject and subordinate to the terms and provisions of the Freddie Mac Requirements and the interests of any other applicable the related Applicable Agency), the Servicing Rights. (e) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account created under this Agreement have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other related Applicable Agency as set forth in Section 4.02 and in the related Acknowledgment Acknowledgement Agreement, the Borrower is the legal and beneficial owner or holder, as applicable of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Facility Documents. (f) Subject only to the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment Acknowledgement Agreement, the Borrower has and will continue to have the full right, power and authority, to pledge the Servicing Rights Rights, and the pledge of such Servicing Rights (other than the Freddie Mac Servicing Rights), may be further assigned without any requirement, except as may be specified in the related Agency ▇▇▇▇▇▇ ▇▇▇ Guides and ▇▇▇▇▇▇▇ Mac Guides, as applicable. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or any of its Affiliates on the one hand and any third party (including an Affiliate of the Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advancesservicing advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.

Representations Concerning the Collateral. The Borrower Each Loan Party represents and warrants to the Lender Lenders that as of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately No Loan Party has assigned, pledged, conveyed, or encumbered any Collateral to any other Person (other than Permitted Liens) and immediately prior to the pledge of any such Collateral, the Borrower a Loan Party was the sole owner or holder as applicable of such Collateral and had good and marketable title thereto, as applicable (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, with respect to the related Servicing Rights), free and clear of all Liens, Liens (other than pursuant to the terms and provisions of the Freddie Mac Requirements Permitted Liens), and no Person, other than the Lender Lenders has any Lien on any Collateral (other than Permitted Liens) on any Collateral. No security agreement, financing statement, equivalent security or lien instrument or continuation statement covering all or any part of the Collateral which has been signed by any Loan Party or which any Loan Party has authorized any other Person to sign or file or record, is on file or of record with any public office, except such as may have been filed by or on behalf of a Loan Party in favor of the Lenders pursuant to the terms and provisions Loan Documents or in respect of the Freddie Mac Requirements)applicable Permitted Liens. (b) The provisions of this Agreement the Loan Documents are effective to create in favor of the Lender Lenders a valid security interest in all right, title, and interest, as applicable, interest of the Borrower each Loan Party in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related Agencyapplicable Permitted Liens. (c) All Recourse Servicing Obligations as Upon the entry and effectiveness of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File most recently delivered to the Lender. All information concerning all Servicing Rights set forth on the Electronic File pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading as of the date of such Electronic File. (d) Upon Orders and the filing of financing statements on Form UCC-1 naming the Lender Lenders as “Secured PartyParties” and the Borrower each Loan Party as “Debtor”, and describing the Collateral, in the appropriate jurisdictionsjurisdictions and recording offices listed on Schedule 3.21 attached hereto, the Lender has a duly security interests granted in the Collateral pursuant to the Collateral Documents will constitute perfected first priority security interest interests under the UCC Uniform Commercial Code in all right, title, title and interest of ▇▇▇▇▇▇▇▇ the applicable Loan Party in, to and underunder such Collateral, (subject and subordinate which can be perfected by filing under the Uniform Commercial Code except with respect to any Collateral in which a lender under the terms and provisions of the Freddie Mac Requirements and the interests of any other applicable Agency)Existing Prepetition Facilities has been granted a security interest, in which case, the Servicing Rightssecurity interests granted hereunder in the Collateral will constitute a junior Lien on such Collateral, in each case, subject to applicable Permitted Liens and as provided in Section 3.24. (ed) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account created under this Agreement have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other Agency as set forth in Section 4.02 and in the related Acknowledgment Agreement, the Borrower is the legal and beneficial owner or holder, as applicable of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Facility Documents. (f) Subject only to the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment Agreement, the Borrower Each Loan Party has and will continue to have the full right, power and authority, to pledge the Servicing Rights Collateral, subject to Permitted Liens, and the pledge of such Servicing Rights (other than the Freddie Mac Servicing Rights), Collateral may be further assigned without any requirement, except as may be specified in the related Agency Guides. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or any of its Affiliates on the one hand and any third party (including an Affiliate of the Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.

Representations Concerning the Collateral. The Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately Except as set forth pursuant to the terms and provisions of the ▇▇▇▇▇▇▇ ▇▇▇ Requirements, Borrower has not assigned, pledged, transferred, conveyed, or encumbered any Collateral to any other Person or any right to any Collateral to any Person (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Collateral), and immediately prior to the pledge of any such Collateral, the Borrower was the sole owner or holder holder, as applicable applicable, of such Collateral and had good and marketable title thereto, as applicable applicable, (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, the Applicable Agency with respect to the related Servicing RightsCollateral), free and clear of all Liens, other than ▇▇▇▇▇▇▇ ▇▇▇’s Superior Interest, and no Person, other than the Lender and ▇▇▇▇▇▇▇ ▇▇▇ has any Lien on any Collateral. No Eligible Servicing Rights are related to Mortgage Loans owned or financed by a third-party (including without limitation any Affiliates or Subsidiaries of Borrower) other than the Applicable Agency pursuant to the terms and provisions of the Freddie ▇▇▇▇▇▇▇ Mac Requirements or the ▇▇▇▇▇▇ ▇▇▇ Acknowledgement Agreement or any Other Facility Lender pursuant to the related Other Facility, and no PersonPerson has any interest in any Eligible Servicing Rights or any related Mortgage Loans, other than the Lender has any Lien on any Collateral (other than Lender, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ pursuant to the terms and provisions of the Freddie ▇▇▇▇▇▇▇ Mac RequirementsRequirements or ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Acknowledgement Agreement or an Other Facility Lender pursuant to the related Other Facility (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Eligible Servicing Rights).; and (b) The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, title, title and interest, (as applicable, ) of the Borrower in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related Applicable Agency. (c) All Recourse Servicing Agency Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File Servicing Schedule most recently delivered to the Lender. All information concerning all Servicing Rights set forth on the Electronic File Servicing Schedule pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading as of the date of delivery of such Electronic FileServicing Schedule. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender as “Secured Party” and the Borrower as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Lender has a duly perfected security interest under the UCC in all right, title, and interest of ▇the Borrower in, to and under, subject to ▇▇▇▇▇▇▇ in, to and under, (subject and subordinate to the terms and provisions of the Freddie Mac Requirements ▇▇▇’s Superior Interest and the other interests of any other applicable Agency), each Applicable Agency and the Pledged Servicing Rights. (e) All filings and other actions Subject to (including the execution of an account control agreementi) necessary to perfect the security interest in the Collection Account created under this Agreement have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other Agency as set forth in Section 4.02 and in the related Acknowledgment Agreement, the Borrower is the legal and beneficial owner or holder, as applicable of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Facility Documents. (f) Subject only to the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment Agreement, the Borrower has and will continue to have the full right, power and authority, to pledge the Servicing Rights and the pledge of such Servicing Rights (other than the Freddie Mac Servicing Rights), may be further assigned without any requirement, except as may be specified in the related Agency Guides. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or any of its Affiliates on the one hand and any third party (including an Affiliate of the Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.▇▇▇▇▇▇▇ ▇▇▇ Requirements,

Representations Concerning the Collateral. The Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately prior The Borrower has not assigned, pledged, conveyed, or encumbered any Collateral or any right to the pledge of any such Collateral (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Collateral), and the Borrower was is the sole owner or holder as applicable of such all Collateral and had has good and marketable title thereto, as applicable (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, with respect to the related Servicing Rights), thereto free and clear of all Liens, other than, in each case, any Permitted Collateral Liens. No Pledged Servicing is owned or financed by a third-party (including, without limitation, any Affiliates of the Borrower) other than the Owner pursuant to the terms Servicing Contract and provisions of the Freddie Mac Requirements Acknowledgment Agreement, and no PersonPerson has any interest in any Pledged Servicing, other than the Lender has any Lien on any Collateral (other than Lender, the Borrower or the Owner pursuant to the terms Servicing Contract and provisions of the Freddie Mac RequirementsAcknowledgment Agreement (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Pledged Servicing). (b) The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, title, and interest, as applicable, interest of the Borrower in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related Agency.; (c) All Recourse Servicing Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File most recently delivered to the Lender. All information concerning all any Pledged Servicing Rights set forth on the Electronic File pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Lender will Schedule most recently delivered does not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading as of the date of delivery of such Electronic File.Servicing Schedule; (d) Upon the filing of financing statements on Form UCC-1 naming the Lender as “Secured Party” and the Borrower as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Lender has a duly perfected security interest under the UCC in all right, title, and interest of ▇▇▇▇▇▇▇▇ in, to and under, (subject and subordinate to the terms and provisions of the Freddie Mac Requirements and the interests of any other applicable Agency), the Servicing Rights. (e) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account Collateral created under this Agreement have been duly made or taken and are in full force and effect, and the Facility Loan Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other Agency as set forth in Section 4.02 and in the related Acknowledgment Agreement, the Borrower is the legal and beneficial owner or holder, as applicable of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Facility Documents. (fe) Subject only to the Servicing Contract and the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment Agreement, the Borrower has and will continue to have the full right, power and authority, authority to pledge the Servicing Rights Pledged Servicing, and the pledge of such Pledged Servicing Rights (other than the Freddie Mac Servicing Rights), may be further assigned without any requirement, except as may be specified in the related Agency GuidesServicing Contract. (gf) In connection with any repurchase agreement, warehouse loan agreement or line of credit, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or any of its Affiliates on the one hand and any third party (including an any Affiliate of the Borrower or any of its Affiliates but excluding the Lender or any Affiliate of the Lender) on the other, including without limitation, any other facility for the funding of Advancesservicing advances, no such third party has the right pursuant to the terms of such repurchase agreement, warehouse loan agreement or line of credit, loan and security agreement or similar credit facility or agreement, to cause the Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral. (g) Set forth in Schedule 6.02(g) hereto is, as of the Closing Date, a complete and correct list of each trade name used by the Borrower within five years of the date hereof and each former legal name of the Borrower within five years of the date hereof.

Representations Concerning the Collateral. The Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately Except as set forth pursuant to the terms and provisions of the Freddie Mac Requirements, Borrower has not assigned, pledged, transferred, conveyed, or encumbered any Collateral to any other Person or any right to any Collateral to any Person (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Collateral), and immediately prior to the pledge of any such Collateral, the Borrower was the sole owner or holder holder, as applicable applicable, of such Collateral and had good and marketable title thereto, as applicable applicable, (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, the Applicable Agency with respect to the related Servicing RightsCollateral), free and clear of all Liens, other than Freddie Mac’s Superior Interest, and no Person, other than the Lender and Freddie Mac has any Lien on any Collateral. No Eligible Servicing Rights are related to Mortgage Loans owned or financed by a third-party (including without limitation any Affiliates or Subsidiaries of Borrower) other than the Applicable Agency pursuant to the terms and provisions of the Freddie ▇▇▇▇▇▇▇ Mac Requirements or the ▇▇▇▇▇▇ ▇▇▇ Acknowledgement Agreement or any Other Facility Lender pursuant to the related Other Facility, and no PersonPerson has any interest in any Eligible Servicing Rights or any related Mortgage Loans, other than the Lender has any Lien on any Collateral (other than Lender, Borrower, Freddie Mac pursuant to the terms and provisions of the Freddie ▇▇▇▇▇▇▇ Mac RequirementsRequirements or ▇▇▇▇▇▇ ▇▇▇ pursuant to the ▇▇▇▇▇▇ ▇▇▇ Acknowledgement Agreement or an Other Facility Lender pursuant to the related Other Facility (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Eligible Servicing Rights).; and (b) The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, title, title and interest, (as applicable, ) of the Borrower in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related Applicable Agency. (c) All Recourse Servicing Agency Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File Servicing Schedule most recently delivered to the Lender. All information concerning all Servicing Rights set forth on the Electronic File Servicing Schedule pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading as of the date of delivery of such Electronic FileServicing Schedule. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender as “Secured Party” and the Borrower as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Lender has a duly perfected security interest under the UCC in all right, title, and interest of ▇▇▇▇▇▇▇▇ the Borrower in, to and under, subject to Freddie Mac’s Superior Interest and the other interests of each Applicable Agency and the Pledged Servicing Rights. (subject and subordinate e) Subject to (i) the terms and provisions of the Freddie Mac Requirements and the interests of any other applicable Agency), the Servicing Rights. (e) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account created under this Agreement have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other Agency as set forth in Section 4.02 and in the related Acknowledgment Agreement, the Borrower is the legal and beneficial owner or holder, as applicable of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Facility Documents. (f) Subject only to the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment Agreement, the Borrower has and will continue to have the full right, power and authority, to pledge the Servicing Rights and the pledge of such Servicing Rights (other than the Freddie Mac Servicing Rights), may be further assigned without any requirement, except as may be specified in the related Agency Guides. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or any of its Affiliates on the one hand and any third party (including an Affiliate of the Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.,

Representations Concerning the Collateral. The Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately Borrower has not assigned, pledged, conveyed, or encumbered any Collateral to any other Person or any right to any Collateral to any Person (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Collateral), and immediately prior to the pledge of any such Collateral, the Borrower was the sole owner or holder as applicable of such Collateral and had good and marketable title thereto, as applicable thereto (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, F▇▇▇▇▇ M▇▇ and F▇▇▇▇▇▇ Mac with respect to the related Servicing Rights), free and clear of all Liens, other than pursuant to the terms and provisions of the Freddie Mac Requirements and no Person, other than the Lender has any Lien on any Collateral Collateral. No Eligible Servicing Rights are related to Mortgage Loans owned or financed by a third-party (including without limitation any Affiliate of Borrower) other than F▇▇▇▇▇ Mae pursuant to the terms F▇▇▇▇▇ M▇▇ Acknowledgment Agreement and provisions of F▇▇▇▇▇▇ Mac pursuant to the Freddie F▇▇▇▇▇▇ Mac RequirementsAcknowledgment Agreement, and no Person has any interest in any Eligible Servicing Rights or any related Mortgage Loans, other than Lender, Borrower, F▇▇▇▇▇ Mae pursuant to the F▇▇▇▇▇ M▇▇ Acknowledgment Agreement, or F▇▇▇▇▇▇ Mac pursuant to the F▇▇▇▇▇▇ Mac Acknowledgment Agreement (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Eligible Servicing Rights). (b) The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, title, and interest, as applicable, interest of the Borrower in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related Agency. (c) All Recourse Servicing Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File most recently monthly summary report delivered to the Lender. All information concerning all Servicing Rights set forth on the Electronic File pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading as of the date of such Electronic File. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender as “Secured Party” and the Borrower as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Lender has a duly perfected first priority security interest under the UCC in all right, title, and interest of ▇▇▇▇▇▇▇▇ Borrower in, to and under, (subject and subordinate to the terms and provisions of the Freddie Mac Requirements and the interests of any other applicable Agency), the Servicing Rights. (e) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account created under this Agreement have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other related Agency as set forth in Section 4.02 and in the related Acknowledgment Acknowledgement Agreement, the Borrower is the legal and beneficial owner or holder, as applicable of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Facility Documents. (f) Subject only to the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment Acknowledgement Agreement, the Borrower has and will continue to have the full right, power and authority, to pledge the Servicing Rights Rights, and the pledge of such Servicing Rights (other than the Freddie Mac Servicing Rights), may be further assigned without any requirement, except as may be specified in the related Agency Guides. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or any of its Affiliates on the one hand and any third party (including an Affiliate of the Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.

Representations Concerning the Collateral. The Each Borrower represents and warrants to the Lender that as throughout the term of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately It has not assigned, pledged, conveyed, or encumbered any Collateral to any other Person, and immediately prior to the pledge of any such Collateral, the Borrower it was the sole owner or holder as applicable of such Collateral and had good and marketable title thereto, as applicable (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, with respect to the related Servicing Rights), free and clear of all Liens, other than pursuant in each case except for Liens to be released simultaneously with the terms and provisions Liens granted in favor of the Freddie Mac Requirements Lender hereunder and no Person, other than the Lender has any Lien on any Collateral (other than pursuant to the terms and provisions of the Freddie Mac Requirements)Collateral. (b) The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, title, and interest, as applicable, interest of the Borrower it in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related Agency. (c) All Recourse Servicing Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File most recently delivered to the Lender. All information concerning all Servicing Rights set forth on the Electronic File pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Lender will not contain any was, is and shall be true and complete in all material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading respects as of the date of such Electronic File. (d) From and after (a) delivery to the Lender of a Electronic File listing (i) the individual Mortgage Loans owned by each Investor and (ii) the pools of Mortgage Loans backing MBS, that are to be serviced by it pursuant to the Servicing Rights that are being pledged to the Lender and (b) the funding of part or all of the related Borrower Request, the Lender has or will have a duly perfected first priority security interest, in those Servicing Rights listed. (e) Upon the filing of a financing statements on Form UCC-1 naming statement in the office of the Secretary of State of the State of Delaware that reasonably describes the Servicing Rights generally and otherwise complies with the legal requirements for the form and content of a financing statement under the UCC the Lender as “Secured Party” and the Borrower as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Lender has will have a duly perfected first priority security interest under the UCC in all of its right, title, and interest of ▇▇▇▇▇▇▇▇ in, to and under, (subject and subordinate to the terms and provisions of the Freddie Mac Requirements and the interests of any other applicable Agency), the under such Servicing Rights. (e) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account created under this Agreement have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, which can be perfected security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other Agency as set forth in Section 4.02 and in the related Acknowledgment Agreement, the Borrower is the legal and beneficial owner or holder, as applicable of the Collateral free and clear of any Lien, except for the Liens created or permitted by filing under the Facility DocumentsUCC. (f) Subject only to the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment AgreementServicing Contracts, the Borrower it has and will continue to have the full right, power and authority, to pledge the Servicing Rights Rights, and the pledge of such Servicing Rights (other than the Freddie Mac Servicing Rights), may be further assigned without any requirement, except as may be specified in the related Agency GuidesServicing Contracts. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or any of its Affiliates on the one hand and any third party (including an Affiliate of the Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.

Representations Concerning the Collateral. The Borrower represents and warrants to the Administrative Agent and each Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately The Borrower has not assigned, pledged, conveyed, or encumbered any Collateral to any other Person (except any sale of Excess Servicing Spread as acknowledged in any Intercreditor and Subordination Agreement or to the extent any such pledge has been released prior to the grant of any security interest thereon hereunder), and immediately prior to the pledge of any such Collateral, the Borrower was the sole owner or holder as applicable of such Collateral and had good and marketable title thereto, as applicable thereto (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, ▇▇▇▇▇▇ ▇▇▇ with respect to the related Servicing Rights), free and clear of all Liens, Liens other than pursuant to the terms and provisions of the Freddie Mac Requirements and no Person, other than the Lender has any Lien on any Permitted Collateral (other than pursuant to the terms and provisions of the Freddie Mac Requirements)Liens. (b) The provisions of this Agreement are effective to create in favor of the Lender Administrative Agent, for the benefit of the Lenders, a valid security interest in all right, title, and interest, as applicable, interest of the Borrower in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related AgencyPermitted Collateral Liens. (c) All Recourse Servicing Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File most recently delivered to the Lender. All information concerning all Servicing Rights set forth on the Electronic File pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Lender Administrative Agent, for the benefit of the Lenders will not not, taken as a whole, contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading as of the date of such Electronic File. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender Administrative Agent as “Secured Party” and the Borrower as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Lender Administrative Agent, for the benefit of the Lenders, has a duly perfected first priority security interest under the UCC in all right, title, and interest of ▇▇the Borrower in, to and under, subject to the interests of ▇▇▇▇▇▇ in, to and under, (subject and subordinate to the terms and provisions of the Freddie Mac Requirements and the interests of any other applicable Agency)Mae, the Servicing Rights. (e) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account Collateral created under this Agreement have been duly made or taken and are in full force and effect, and the Facility Loan Documents create in favor of the Lender Administrative Agent, for the benefit of the Lenders, a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral, securing the payment of the ObligationsObligations (subject to the interests of ▇▇▇▇▇▇ ▇▇▇), and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other Agency ▇▇▇▇▇▇ Mae as set forth in Section 4.02 and in the related Acknowledgment AgreementAcknowledgement Agreement and other Permitted Collateral Liens, the Borrower is the legal and beneficial owner or holder, as applicable of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Facility Loan Documents. (f) Subject only to the ▇▇▇▇▇▇ ▇▇▇ Guide and the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment Acknowledgement Agreement, the Borrower has and will continue to have the full right, power and authority, authority to pledge the Servicing Rights Rights, and the pledge of such Servicing Rights (other than the Freddie Mac Servicing Rights), may be further assigned without any requirement, except as may be specified in the related Agency Guides▇▇▇▇▇▇ Mae Guide. (g) In connection with All Advances included in the Collateral or in any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or any of its Affiliates on the one hand and any third party (including an Affiliate calculation of the Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Borrowing Base are Eligible Corporate Advances, no such third party has Eligible Escrow Advances or Eligible MBS Advances, as the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateralcase may be.

Representations Concerning the Collateral. The Borrower Each Loan Party represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this AgreementLenders: (a) Immediately No Loan Party has assigned, pledged, conveyed, or encumbered any Collateral to any other Person (other than Permitted Liens) and immediately prior to the pledge of any such Collateral, the Borrower a Loan Party was the sole owner or holder as applicable of such Collateral and had good and marketable title thereto, as applicable (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, with respect to the related Servicing Rights), free and clear of all Liens, Liens (other than pursuant to the terms and provisions of the Freddie Mac Requirements Permitted Liens), and no Person, other than the Lender Lenders has any Lien on any Collateral (other than Permitted Liens) on any Collateral. No security agreement, financing statement, equivalent security or lien instrument or continuation statement covering all or any part of the Collateral which has been signed by any Loan Party or which any Loan Party has authorized any other Person to sign or file or record, is on file or of record with any public office, except such as may have been filed by or on behalf of a Loan Party in favor of the Lenders pursuant to the terms and provisions Loan Documents or in respect of the Freddie Mac Requirements)applicable Permitted Liens. (b) The provisions of this Agreement the Loan Documents are effective to create in favor of the Lender Lenders a valid security interest in all right, title, and interest, as applicable, interest of the Borrower each Loan Party in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related Agencyapplicable Permitted Liens. (c) All Recourse Servicing Obligations as Upon the entry and effectiveness of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File most recently delivered to the Lender. All information concerning all Servicing Rights set forth on the Electronic File pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading as of the date of such Electronic File. (d) Upon Orders and the filing of financing statements on Form UCC-1 naming the Lender Lenders as “Secured PartyParties” and the Borrower each Loan Party as “Debtor”, and describing the Collateral, in the appropriate jurisdictionsjurisdictions and recording offices listed on Schedule 3.21 attached hereto, the Lender has a duly security interests granted in the Collateral pursuant to the Collateral Documents will constitute perfected first priority security interest interests under the UCC Uniform Commercial Code in all right, title, title and interest of ▇▇▇▇▇▇▇▇ the applicable Loan Party in, to and underunder such Collateral, (which can be perfected by filing under the Uniform Commercial Code, in each case, subject to applicable Permitted Liens and subordinate to the terms and provisions of the Freddie Mac Requirements and the interests of any other applicable Agency), the Servicing Rightsas provided in Section 3.24. (ed) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account created under this Agreement have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other Agency as set forth in Section 4.02 and in the related Acknowledgment Agreement, the Borrower is the legal and beneficial owner or holder, as applicable of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Facility Documents. (f) Subject only to the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment Agreement, the Borrower Each Loan Party has and will continue to have the full right, power and authority, to pledge the Servicing Rights Collateral, subject to Permitted Liens, and the pledge of such Servicing Rights (other than the Freddie Mac Servicing Rights), Collateral may be further assigned without any requirement, except as may be specified in the related Agency Guides. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or any of its Affiliates on the one hand and any third party (including an Affiliate of the Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.

Representations Concerning the Collateral. The Borrower represents and warrants (i) No Loan Party has assigned, pledged, conveyed, or encumbered any of its Collateral hereunder to any other Person (except (i) to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately extent any such pledge has been released prior to the pledge grant of any such Collateral, security interest thereon hereunder and (ii) the sale and contribution of the Participation Certificate and the security interest granted by the Guarantor in favor of the Borrower was pursuant to the Contribution Agreement), and each Loan Party is the sole holder/owner or holder as applicable of such its Collateral and had has good and marketable title thereto, as applicable (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, with respect to the related Servicing Rights), free and clear of all Liens, Liens other than pursuant Permitted Liens and has full power and authority, subject to ▇▇▇▇▇▇ ▇▇▇ Requirements, the ▇▇▇▇▇▇ ▇▇▇ Acknowledgment Agreement and the Subordination of Interest Agreement, to grant to the terms and provisions of Administrative Agent the Freddie Mac Requirements and no Person, other than the Lender has any Lien on any security interest in its Collateral (other than pursuant to the terms and provisions of the Freddie Mac Requirements)hereto. (bii) The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, title, and interest, as applicable, of the Borrower in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related Agency. (c) All Recourse Servicing Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File most recently delivered to the Lender. All information concerning all Servicing Rights ▇▇▇▇▇▇ ▇▇▇ MSRs set forth on the Electronic File pursuant to which such Servicing Rights were, are a Participation Agreement Schedule or Schedule of MSRs will be (as applicable) pledged to the Lender will not contain any complete and correct in all material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading respects as of the date of such Electronic FileParticipation Agreement Schedule or Schedule of MSRs, as applicable. (diii) (x) Upon the filing of financing statements on Form UCC-1 naming the Lender Administrative Agent as “Secured Party” and the Borrower applicable Loan Party (as applicable) as “Debtor”, and describing the its Collateral, in the appropriate jurisdictions, the Lender has Administrative Agent, for the benefit of the Secured Parties, will have a duly perfected first priority security interest under the UCC in all right, title, and interest of ▇▇such Loan Party in, to and under, subject, in all cases, to the ▇▇▇▇▇▇ ▇▇▇ Requirements, its Collateral to the extent a security interest therein can be perfected by a UCC filing and (y) upon the execution and delivery of the Account Control Agreement, the Administrative Agent, for the benefit of the Secured Parties will have a duly perfected security interest under the UCC in all right, title and interest of the Guarantor in, to and under, (subject and subordinate to under the terms and provisions of the Freddie Mac Requirements and the interests of any other applicable Agency), the Servicing RightsCollection Account. (eiv) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other Agency as set forth in Section 4.02 and in the related Acknowledgment Agreement, the Borrower is the legal and beneficial owner or holder, as applicable of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Facility Documents. (fv) Subject only to the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment Agreement▇▇▇▇▇▇ ▇▇▇ Requirements, the Borrower each Loan Party has and will continue to have the full right, power and authority, authority to pledge the Servicing Rights and the pledge of such Servicing Rights (other than the Freddie Mac Servicing Rights), may be further assigned without any requirement, except as may be specified in the related Agency Guides. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or any of its Affiliates on the one hand and any third party (including an Affiliate of the Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.

Representations Concerning the Collateral. (i) The Borrower represents and warrants has not assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except to the Lender that as extent any such pledge has been released prior to the grant of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately any security interest thereon hereunder), and immediately prior to the pledge of any such Collateral, the Borrower was the sole owner or holder as applicable of such Collateral and had good and marketable title thereto, as applicable (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, with respect to the related Servicing Rights), free and clear of all Liens, Liens other than pursuant to the terms and provisions of the Freddie Mac Requirements and no Person, other than the Lender has any a first priority Lien on any Collateral (other than pursuant to the terms and provisions of the Freddie Mac Requirements). (b) The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, title, and interest, as applicable, of the Borrower in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related AgencyAdministrative Agent. (cii) All Recourse Servicing Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File most recently delivered to the Lender. All information concerning all Servicing Rights the Collateral set forth on the Electronic File pursuant to which such Servicing Rights Schedule of Assets were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make Administrative Agent, for the statements contained therein, in light benefit of the circumstances under which they were made, not misleading Lenders will be complete and correct in all material respects as of the date of such Electronic FileSchedule of Assets. (diii) Upon the filing of financing statements on Form UCC-1 naming the Lender Administrative Agent as “Secured Party” and the Borrower as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Lender has Administrative Agent, for the benefit of the Lenders, will have a duly perfected first priority security interest under the UCC in all right, title, and interest of ▇▇▇▇▇▇▇▇ the Borrower in, to and under, (subject and subordinate subject, in all cases, to the terms and provisions of the Freddie Mac Requirements and the interests of any other applicable Agency)Agency Requirements, the Servicing RightsCollateral to the extent a security interest therein can be perfected by a UCC filing. (eiv) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Agency Requirements, such other Agency as set forth in Section 4.02 and in the related Acknowledgment Agreement, the Borrower is the legal and beneficial owner or holder, as applicable of the Collateral hereunder free and clear of any Lien, except for other than as permitted by and any rights retained by the Liens created or permitted under Agencies pursuant to the Facility DocumentsAgency Requirements. (fv) Subject only to the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment AgreementAgency Requirements, the Borrower has and will continue to have the full right, power and authority, authority to pledge the Servicing Rights and the pledge of such Servicing Rights (other than the Freddie Mac Servicing Rights), may be further assigned without any requirement, except as may be specified in the related Agency Guides. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or any of its Affiliates on the one hand and any third party (including an Affiliate of the Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.

Representations Concerning the Collateral. The Borrower represents and warrants has not assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately extent any such pledge has been released prior to the pledge grant of any such Collateralsecurity interest thereon hereunder), and the Borrower was is the sole owner or holder as applicable of such Collateral and had has good and marketable title thereto, as applicable (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, with respect to the related Servicing Rights), free and clear of all Liens, Liens other than pursuant (x) Permitted Liens and (y) any rights retained by Ginn▇▇ ▇▇▇ ▇▇▇suant to the terms and provisions of the Freddie Mac Requirements and no Person, other than the Lender has any Lien on any Collateral (other than pursuant to the terms and provisions of the Freddie Mac Requirements)Ginn▇▇ ▇▇▇ ▇▇▇uirements. (bi) The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, title, and interest, as applicable, of the Borrower in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related Agency. (c) All Recourse Servicing Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File most recently delivered to the Lender. All information concerning all Servicing Rights Collateral set forth on the Electronic File pursuant to which such Servicing Rights Schedule of Collateral were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make Administrative Agent, for the statements contained therein, in light benefit of the circumstances under which they were made, not misleading Secured Parties will be complete and correct in all material respects as of the date of such Electronic FileSchedule of Collateral. (dii) (x) Upon the filing of financing statements on Form UCC-1 naming the Lender Administrative Agent as “Secured Party” and the Borrower (as applicable) as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Lender has Administrative Agent, for the benefit of the Secured Parties, will have a duly perfected first priority security interest under the UCC in all right, title, and interest of ▇▇▇▇▇▇▇▇ the Borrower in, to and under, (subject and subordinate subject, in all cases, to the terms Ginn▇▇ ▇▇▇ ▇▇▇uirements, the Collateral to the extent a security interest therein can be perfected by a UCC filing and provisions (y) upon the execution and delivery of the Freddie Mac Requirements and the interests of any other applicable Agency)Account Control Agreement, the Servicing RightsAdministrative Agent, for the benefit of the Secured Parties will have a duly perfected security interest under the UCC in all right, title and interest of the Borrower in, to and under the Collection Account. (eiii) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other Agency as set forth in Section 4.02 and in the related Acknowledgment Agreement, the Borrower is the legal and beneficial owner or holder, as applicable of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Facility Documents. (fiv) Subject only to the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment AgreementGinn▇▇ ▇▇▇ ▇▇▇uirements, the Borrower has and will continue to have the full right, power and authority, authority to pledge the Servicing Rights and the pledge of such Servicing Rights (other than the Freddie Mac Servicing Rights), may be further assigned without any requirement, except as may be specified in the related Agency Guides. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or any of its Affiliates on the one hand and any third party (including an Affiliate of the Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.

Representations Concerning the Collateral. (i) The Borrower represents and warrants has not assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately extent any such pledge has been released prior to the pledge grant of any such Collateralsecurity interest thereon hereunder), and the Borrower was is the sole holder/owner or holder as applicable of such Collateral and had has good and marketable title thereto, as applicable (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, with respect to the related Servicing Rights), free and clear of all Liens, Liens other than pursuant Permitted Liens and has full power and authority, subject to ▇▇▇▇▇▇ ▇▇▇ Requirements and the applicable Acknowledgment Agreement, to grant to the terms and provisions of Administrative Agent the Freddie Mac Requirements and no Person, other than security interest in the Lender has any Lien on any Collateral (other than pursuant to the terms and provisions of the Freddie Mac Requirements)hereto. (bii) The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, title, and interest, as applicable, of the Borrower in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related Agency. (c) All Recourse Servicing Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File most recently delivered to the Lender. All information concerning all Servicing Rights Collateral set forth on the Electronic File pursuant to which such Servicing Rights a Schedule of Collateral were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make Administrative Agent, for the statements contained therein, in light benefit of the circumstances under which they were made, not misleading Secured Parties will be complete and correct in all material respects as of the date of such Electronic FileSchedule of Collateral. (diii) (x) Upon the filing of financing statements on Form UCC-1 naming the Lender Administrative Agent as “Secured Party” and the Borrower (as applicable) as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Lender has Administrative Agent, for the benefit of the Secured Parties, will have a duly perfected first priority security interest under the UCC in all right, title, and interest of ▇▇the Borrower in, to and under, subject, in all cases, to the ▇▇▇▇▇▇ ▇▇▇ Requirements, the Collateral to the extent a security interest therein can be perfected by a UCC filing and (y) upon the execution and delivery of the Account Control Agreement, the Administrative Agent, for the benefit of the Secured Parties will have a duly perfected security interest under the UCC in all right, title and interest of the Borrower in, to and under, (subject and subordinate to under the terms and provisions of the Freddie Mac Requirements and the interests of any other applicable Agency), the Servicing Rights.Collection Account. 742613903 21686243 (eiv) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other Agency as set forth in Section 4.02 and in the related Acknowledgment Agreement, the Borrower is the legal and beneficial owner or holder, as applicable of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Facility Documents. (fv) Subject only to the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment Agreement▇▇▇▇▇▇ ▇▇▇ Requirements, the Borrower has and will continue to have the full right, power and authority, authority to pledge the Servicing Rights and the pledge of such Servicing Rights (other than the Freddie Mac Servicing Rights), may be further assigned without any requirement, except as may be specified in the related Agency Guides. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or any of its Affiliates on the one hand and any third party (including an Affiliate of the Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.

Representations Concerning the Collateral. (i) The Borrower represents and warrants has not assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately extent any such pledge has been released prior to the pledge grant of any such Collateralsecurity interest thereon hereunder), and the Borrower was is the sole holder/owner or holder as applicable of such Collateral and had has good and marketable title thereto, as applicable (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, with respect to the related Servicing Rights), free and clear of all Liens, Liens other than pursuant Permitted Liens and has full power and authority, subject to Fannie Mae Requirements and the applicable Acknowled▇▇▇▇▇ A▇▇▇ement, to grant to the terms and provisions of Administrative Agent the Freddie Mac Requirements and no Person, other than security interest in the Lender has any Lien on any Collateral (other than pursuant to the terms and provisions of the Freddie Mac Requirements)hereto. (bii) The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, title, and interest, as applicable, of the Borrower in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related Agency. (c) All Recourse Servicing Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File most recently delivered to the Lender. All information concerning all Servicing Rights Collateral set forth on the Electronic File pursuant to which such Servicing Rights a Schedule of Collateral were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make Administrative Agent, for the statements contained therein, in light benefit of the circumstances under which they were made, not misleading Secured Parties will be complete and correct in all material respects as of the date of such Electronic FileSchedule of Collateral. (diii) (x) Upon the filing of financing statements on Form UCC-1 naming the Lender Administrative Agent as “Secured Party” and the Borrower (as applicable) as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Lender has Administrative Agent, for the benefit of the Secured Parties, will have a duly perfected first priority security interest under the UCC in all right, title, and interest of ▇▇▇▇▇▇▇▇ the Borrower in, to and under, (subject and subordinate subject, in all cases, to the terms Fannie Mae Requirements, the Collateral to the exten▇ ▇ ▇▇c▇▇▇ty interest therein can be perfected by a UCC filing and provisions (y) upon the execution and delivery of the Freddie Mac Requirements and the interests of any other applicable Agency)Account Control Agreement, the Servicing RightsAdministrative Agent, for the benefit of the Secured Parties will have a duly perfected security interest under the UCC in all right, title and interest of the Borrower in, to and under the Collection Account. (eiv) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other Agency as set forth in Section 4.02 and in the related Acknowledgment Agreement, the Borrower is the legal and beneficial owner or holder, as applicable of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Facility Documents. (fv) Subject only to the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment AgreementFannie Mae Requirements, the Borrower has and will continue to have the full rightr▇▇▇▇, power and authority, authority to pledge the Servicing Rights and the pledge of such Servicing Rights (other than the Freddie Mac Servicing Rights), may be further assigned without any requirement, except as may be specified in the related Agency Guides. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or any of its Affiliates on the one hand and any third party (including an Affiliate of the Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.

Representations Concerning the Collateral. The Borrower represents and warrants has not assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (a) Immediately extent any such pledge has been released prior to the pledge grant of any such Collateralsecurity interest thereon hereunder), and the Borrower was is the sole owner or holder as applicable of such Collateral and had has good and marketable title thereto, as applicable (subject in all respects to the terms and provisions of the Freddie Mac Requirements and the rights of any other Agency, as applicable, with respect to the related Servicing Rights), free and clear of all Liens, Liens other than (x) Permitted Liens and (y) any rights retained by ▇▇▇▇▇▇ ▇▇▇ pursuant to the terms and provisions of the Freddie Mac Requirements and no Person, other than the Lender has any Lien on any Collateral (other than pursuant to the terms and provisions of the Freddie Mac ▇▇▇▇▇▇ ▇▇▇ Requirements). (bi) The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, title, and interest, as applicable, of the Borrower in, to and under the Collateral, subject only to the interests of Freddie Mac pursuant to the terms and provisions of the Freddie Mac Requirements and such other related Agency. (c) All Recourse Servicing Obligations as of the applicable date of the most recent Electronic File have been identified as such in a schedule attached to the Electronic File most recently delivered to the Lender. All information concerning all Servicing Rights Collateral set forth on the Electronic File pursuant to which such Servicing Rights Schedule of Collateral were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make Administrative Agent, for the statements contained therein, in light benefit of the circumstances under which they were made, not misleading Secured Parties will be complete and correct in all material respects as of the date of such Electronic FileSchedule of Collateral. (dii) (x) Upon the filing of financing statements on Form UCC-1 naming the Lender Administrative Agent as “Secured Party” and the Borrower (as applicable) as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Lender has Administrative Agent, for the benefit of the Secured Parties, will have a duly perfected first priority security interest under the UCC in all right, title, and interest of ▇▇the Borrower in, to and under, subject, in all cases, to the ▇▇▇▇▇▇ ▇▇▇ Requirements, the Collateral to the extent a security interest therein can be perfected by a UCC filing and (y) upon the execution and delivery of the Account Control Agreement, the Administrative Agent, for the benefit of the Secured Parties will have a duly perfected security interest under the UCC in all right, title and interest of the Borrower in, to and under, (subject and subordinate to under the terms and provisions of the Freddie Mac Requirements and the interests of any other applicable Agency), the Servicing RightsCollection Account. (eiii) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collection Account Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject and subordinate in all respects to the rights of Freddie Mac pursuant to the Freddie Mac Requirements, such other Agency as set forth in Section 4.02 and in the related Acknowledgment Agreement, the Borrower is the legal and beneficial owner or holder, as applicable of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Facility Documents. (fiv) Subject only to the terms and provisions of the Freddie Mac Requirements and such other related Acknowledgment Agreement▇▇▇▇▇▇ ▇▇▇ Requirements, the Borrower has and will continue to have the full right, power and authority, authority to pledge the Servicing Rights and the pledge of such Servicing Rights (other than the Freddie Mac Servicing Rights), may be further assigned without any requirement, except as may be specified in the related Agency Guides. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or any of its Affiliates on the one hand and any third party (including an Affiliate of the Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.