Common use of Agent Agreements Clause in Contracts

Agent Agreements. In consideration of Freddie Mac entering into this Agreement and providing the Freddie Mac Consent, Agent hereby acknowledges and agrees as follows: 1. Agent shall not modify or permit modification of any of the New Term Facility Drafts prior to execution by the parties thereto without first obtaining Freddie Mac’s prior written consent to such modification. Walker & Dunlop, LLC Wells Fargo Bank, National Association Re: New Term Facility December 20, 2013 2. Upon the execution and delivery of the Facility Documents (defined below) in connection with the establishment of the New Term Facility, Agent: (a) ratifies, confirms, and reaffirms to, and for the benefit of, Freddie Mac the Specified Freddie Mac Provisions; and (b) acknowledges and agrees that (i) the Loan Parties’ grant, and Agent’s acceptance, of the respective pledge and security interests in the Freddie Mac Collateral and Specified Pledged Equity Interests is strictly in accordance with the Specified Freddie Mac Provisions and (ii) in exercising its rights, remedies, powers, privileges, and discretions under the Credit Agreement, the Guarantee and Collateral Agreement and/or any other Facility Document, Agent shall act strictly in Compliance with the Specified Freddie Mac Provisions. 3. Following execution of the Facility Documents, without the prior written consent of Freddie Mac, the Agent shall not modify or permit modification of any of the Specified Freddie Mac Provisions or any other provision in the Facility Documents that in any way would modify terms applicable to Freddie Mac or the related Freddie Mac Collateral or the Freddie Mac Contracts or that could reasonably be expected to have or result in a material adverse effect on Freddie Mac and/or the obligations of any of the Loan Parties under any of the Freddie Mac Contracts. 4. Without limitation of the foregoing, Agent represents, warrants and covenants that: (a) neither Agent nor any other Secured Party under the New Term Facility has taken or will take any Lien on (i) any right, obligation or other interest of any Loan Party under any of the Freddie Mac Contracts (other than in the right to receive payment of servicing compensation thereunder, subject to and subordinate to all of the rights and remedies of Freddie Mac thereunder and any other Income constituting Freddie Mac Collateral (as each such term is defined in the Guarantee and Collateral Agreement), and not including any right to assume or assign such Freddie Mac Contracts), (ii) any right, title or interest of any Loan Party in or to any Freddie Mac Loan (or any related mortgaged property or other collateral therefor) to be transferred to or on behalf of Freddie Mac pursuant to any Freddie Mac Contract, or (iii) any other Excluded Freddie Mac-Related Assets (as defined in Section 8.02(a)(i) of the Guarantee and Collateral Agreement); (b) notwithstanding any contrary provision in any Facility Document, neither Agent nor any other Secured Party under the New Term Facility shall prohibit or otherwise limit any Loan Party from amending, restating, Walker & Dunlop, LLC Wells Fargo Bank, National Association Re: New Term Facility December 20, 2013 supplementing, modifying or waiving any default by an underlying obligor or related to the servicing of an underlying mortgage loan under any Collateral Transaction Document if such prohibition or limitation could have a material adverse effect on the performance by any Loan Party of any of its duties or obligations under any of the Freddie Mac Contracts (including, without limitation, any duties and obligations with respect to servicing of Freddie Mac Loans); (c) notwithstanding any contrary provision in any Facility Document, neither Agent nor any other Secured Party under the New Term Facility shall prohibit or otherwise limit any Loan Party from consenting to or otherwise effecting or implementing any amendment, restatement, supplement or other modification to or of any Freddie Mac Contract consistent with modifications generally applicable to the Freddie Mac Contracts or to a Freddie Mac Seller/Servicer, if such amendment, restatement, supplement or other modification is required or requested by Freddie Mac; and (d) if Agent or any other Secured Party under the New Term Facility exercises any rights or remedies with respect to any assets or properties of any Loan Party included within the Collateral (including, without limitation, any rights of a secured party to take possession of or sell any such assets or properties), unless and until there has been a complete disposition of the Freddie Mac Agreements pursuant to a Specified Sale of Freddie Mac Program Assets that is expressly permitted under Section 8.02(b)(iv) of the Guarantee and Collateral Agreement, in exercising such rights and remedies, neither Agent nor any other Secured Party will take any action that could reasonably be expected to prevent WDLLC or WD Capital from continuing to perform its respective obligations under the Freddie Mac Contracts and continuing its respective operations relating thereto substantially as conducted prior to such exercise of remedies, without material change in processes, systems, or personnel in a manner that is reasonably likely to (i) have a material adverse effect on the performance by WDLLC or WD Capital of any of its respective duties or obligations under the Guide or any of the other Freddie Mac Contracts (including, without limitation, any duties and obligations with respect to servicing of Freddie Mac Loans) or (ii) cause WDLLC or WD Capital not to be an eligible Seller/Servicer under the Guide. Walker & Dunlop, LLC Wells Fargo Bank, National Association Re: New Term Facility December 20, 2013 5. Notwithstanding anything to the contrary contained herein, Agent shall have no liability to Freddie Mac for any of the obligations of the Loan Parties, including, without limitation, the respective liabilities of the Loan Parties under the Freddie Mac Contracts, unless (and, in such case, to the extent) any such obligations are assumed by Agent in connection with its exercise of rights and remedies in accordance with the terms of this Agreement (including, without limitation, the Specified Freddie Mac Provisions); provided, nothing herein shall relieve Agent from liability to Freddie Mac for any breach by Agent of the terms of this Agreement (including, without limitation, the Specified Freddie Mac Provisions). 6. Agent hereby represents and warrants to Freddie Mac that (a) it has power and authority to enter into this Agreement in its capacity as Agent; (b) it has duly authorized, executed and delivered this Agreement; (c) it is authorized to, and, by its execution and delivery hereof, does hereby bind any other lender now or hereafter party to the New Term Facility; (d) no consent, approval, authorization, order, or other action of, any court or regulatory or governmental agency or body or any other person is required that has not been obtained for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement; and (e) each person who is a “Lender” from time to time under the New Term Facility, and any successor “Agent” thereunder, shall be bound by this Agreement.

Agent Agreements. In consideration of Freddie Mac Fannie Mae’s entering into this Agreement and providing the Freddie Mac Fannie Mae Consent, Agent hereby acknowledges and agrees as follows: 1. The grant of the security interest in certain assets of WDLLC and WD Capital to Agent shall not modify or permit modification of any of to secure W&D’s obligations under the New Term Facility Drafts prior and the pledge of certain equity interests in WDLLC and WD Capital to execution by secure W&D’s obligations under the parties thereto without first obtaining Freddie Mac’s prior written consent to such modification. Walker & Dunlop, LLC Wells Fargo Bank, National Association Re: New Term Facility December 20are each subject and subordinate to Fannie Mae’s rights under the Fannie Mae Contracts, 2013including, without limitation, Fannie Mae’s right to consent to changes in the ownership of WDLLC or WD Capital, as applicable, and Fannie Mae’s right to terminate the Fannie Mae Contracts as set forth therein. Such termination rights of Fannie Mae shall include, without limitation, termination upon expiration of any Fannie Mae Disposition Period, and no termination fee shall be payable by Fannie Mae in connection with any such termination. The existence of any Fannie Mae Disposition Period shall be construed, for all purposes, as a material adverse change (or any other term(s) of similar import in the Fannie Mae Contracts) in WDLLC’s or WD Capital’s ability to satisfactorily service mortgages for all purposes or as set forth under any of the Fannie Mae Contracts. 2. Upon the execution and delivery of the Facility Documents (defined below) in connection with the establishment of the New Term Facility, Agent: : (ai) ratifies, confirms, and reaffirms to, and for the benefit of, Freddie Mac in favor of Fannie Mae the Specified Freddie Mac Fannie Mae Provisions; and (bii) acknowledges and agrees that (i) the that Loan Parties’ grant, and Agent’s acceptance, of the respective pledge and security interests in the Freddie Mac Fannie Mae Collateral and Specified Pledged Equity Interests is strictly in accordance with the Specified Freddie Mac Provisions and Fannie Mae Provisions; (iiiii) in exercising its rights, remedies, powers, privileges, and discretions under the Credit Agreement, the Guarantee and Collateral Agreement and/or or any other Facility Document, Agent shall act strictly in Compliance with the Specified Freddie Mac Fannie Mae Provisions. 3. Following execution of the Facility Documents, ; and (iv) without the first obtaining Fannie Mae’s prior written consent of Freddie Mac(which may be granted or withheld in Fannie Mae’s sole and absolute discretion), the Agent shall not modify or permit modification of (a) any of the Specified Freddie Mac Provisions Fannie Mae Provisions; or (b) any other provision in the Facility Documents that in any way would modify terms applicable to Freddie Mac Fannie Mae or the related Freddie Mac Fannie Mae Collateral or the Freddie Mac Specified Ownership Interest Pledge or the Fannie Mae Contracts or that could reasonably be expected to have or result in a material adverse effect on Freddie Mac Fannie Mae and/or the obligations of any of the applicable Loan Parties under any of the Freddie Mac Fannie Mae Contracts. 43. Without limitation Pursuant to the terms of the foregoing, Agent represents, warrants Credit Agreement and covenants that: (a) neither Agent nor any other Secured Party under the New Term Facility has taken or will take any Lien on (i) any right, obligation or other interest of any Loan Party under any of the Freddie Mac Contracts (other than in the right to receive payment of servicing compensation thereunder, subject to and subordinate to all of the rights and remedies of Freddie Mac thereunder and any other Income constituting Freddie Mac Collateral (as each such term is defined in the Guarantee and Collateral Agreement), and not including any right to assume or assign such Freddie Mac Contracts), (ii) any right, title or interest of any Loan Party in or to any Freddie Mac Loan (or any related mortgaged property or other collateral therefor) to be transferred to or on behalf of Freddie Mac pursuant to any Freddie Mac Contract, or (iii) any other Excluded Freddie Mac-Related Assets (as defined in Section 8.02(a)(i) of the Guarantee and Collateral Agreement); (b) notwithstanding any contrary provision in any Facility Document, neither Agent nor any other Secured Party under the New Term Facility shall prohibit or otherwise limit any Loan Party from amending, restating, Walker & Dunlop, LLC Wells Fargo Bank, National Association Re: New Term Facility December 20, 2013 supplementing, modifying or waiving any default by an underlying obligor or related to the servicing of an underlying mortgage loan under any Collateral Transaction Document if such prohibition or limitation could have a material adverse effect on the performance by any Loan Party of any of its duties or obligations under any of the Freddie Mac Contracts (including, without limitation, any duties and obligations with respect to servicing of Freddie Mac Loans); (c) notwithstanding any contrary provision in any Facility Document, neither Agent nor any other Secured Party under the New Term Facility shall prohibit or otherwise limit any Loan Party from consenting to or otherwise effecting or implementing any amendment, restatement, supplement or other modification to or of any Freddie Mac Contract consistent with modifications generally applicable to the Freddie Mac Contracts or to a Freddie Mac Seller/Servicer, if such amendment, restatement, supplement or other modification is required or requested by Freddie Mac; and (d) if Agent or any other Secured Party under the New Term Facility exercises any rights or remedies with respect to any assets or properties of any Loan Party included within the Collateral (including, without limitation, any rights of a secured party to take possession of or sell any such assets or properties), unless and until there has been a complete disposition of the Freddie Mac Agreements pursuant to a Specified Sale of Freddie Mac Program Assets that is expressly permitted under Section 8.02(b)(iv) of the Guarantee and Collateral Agreement, in exercising such rights and remedies, neither Agent nor any other Secured Party will take any action that could reasonably be expected to prevent WDLLC may perform or WD Capital from continuing cause the Loan Parties to perform its respective obligations under the Freddie Mac Fannie Mae Contracts during the Fannie Mae Disposition Period; provided, however, that the financial institution acting as Agent shall, to the extent applicable, maintain strict separation of operations and continuing confidentiality of information in its respective operations relating thereto substantially capacity as conducted prior to Agent and as a Fannie Mae lender during such exercise of remedies, without material change in processes, systems, or personnel in a manner that is reasonably likely toFannie Mae Disposition Period. (i) have a material adverse effect on the performance by WDLLC or WD Capital of any of its respective duties or obligations under the Guide or any of the other Freddie Mac Contracts (including, without limitation, any duties and obligations with respect to servicing of Freddie Mac Loans) or (ii) cause WDLLC or WD Capital not to be an eligible Seller/Servicer under the Guide. Walker & Dunlop, LLC Wells Fargo Bank, National Association Re: New Term Facility December 20, 2013 54. Notwithstanding anything to the contrary contained herein, Agent shall have no liability to Freddie Mac Fannie Mae for any of the obligations of the Loan Parties, including, without limitation, the respective liabilities of the Loan Parties under the Freddie Mac Fannie Mae Contracts, unless (and, in such case, to the extent) any such obligations are assumed by Agent in connection with its exercise of rights and remedies in accordance with the terms of this Agreement (including, without limitation, the Specified Freddie Mac Provisions); provided, nothing herein shall relieve Agent from liability to Freddie Mac for any breach by Agent of the terms of this Agreement (including, without limitation, the Specified Freddie Mac Provisions). 65. Agent hereby represents and warrants to Freddie Mac that Fannie Mae that (a) it has power and authority to enter into this Agreement in its capacity as Agent; ; (b) it has duly authorized, executed and delivered this Agreement; ; (c) it is authorized to, and, by its execution and delivery hereof, does hereby bind any other lender now or hereafter party to the New Term Facility; ; (d) no consent, approval, authorization, order, or other action of, any court or regulatory or governmental agency or body or any other person is required that has not been obtained for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement; and and (e) each person who is a “Lender” from time to time under the New Term Facility, and any successor “Agent” thereunder, shall be bound by this Agreement.

Agent Agreements. In consideration of Freddie Mac entering into this Agreement and providing the Freddie Mac Consent, Agent hereby acknowledges and agrees as follows: 1. : Agent shall not modify or permit modification of any of the New Term Facility Drafts prior to execution by the parties thereto without first obtaining Freddie Mac’s prior written consent to such modification. Walker & Dunlop, LLC Wells Fargo Bank, National Association Re: New Term Facility December 20, 2013 2. Upon the execution and delivery of the Facility Documents (defined below) in connection with the establishment of the New Term Facility, Agent: (a) : ratifies, confirms, and reaffirms to, and for the benefit of, Freddie Mac the Specified Freddie Mac Provisions; and (b) and acknowledges and agrees that (i) that the Loan Parties’ grant, and Agent’s acceptance, of the respective pledge and security interests in the Freddie Mac Collateral and Specified Pledged Equity Interests is strictly in accordance with the Specified Freddie Mac Provisions and (ii) Provisions; and in exercising its rights, remedies, powers, privileges, and discretions under the Credit Agreement, the Guarantee and Collateral Agreement and/or any other Facility Document, Agent shall act strictly in Compliance with the Specified Freddie Freddie. Mac Provisions. 3. Following execution of the Facility Documents, without the prior written consent of Freddie Mac, the Agent shall not modify or permit modification of any of the Specified Freddie Mac Provisions or any other provision in the Facility Documents that in any way would modify terms applicable to Freddie Mac or the related Freddie Mac Collateral or the Freddie Mac Contracts or that could reasonably be expected to have or result in a material adverse effect on Freddie Mac and/or the obligations of any of the Loan Parties under any of the Freddie Mac Contracts. 4. Without limitation of the foregoing, Agent represents, warrants and covenants that: (a) : neither Agent nor any other Secured Party under the New Term Facility has taken or will take any Lien on (i) : any right, obligation or other interest of any Loan Party under any of the Freddie Mac Contracts (other than in the right to receive payment of servicing compensation thereunder, subject to and subordinate to all of the rights and remedies of Freddie Mac thereunder and any other Income constituting Freddie Mac Collateral (as each such term is defined in the Guarantee and Collateral Agreement), and not including any right to assume or assign such Freddie Mac Contracts), (ii) , any right, title or interest of any Loan Party in or to any Freddie Mac Loan (or any related mortgaged property or other collateral therefor) to be transferred to or on behalf of Freddie Mac pursuant to any Freddie Mac Contract, or (iii) or any other Excluded Freddie Mac-Related Assets (as defined in Section 8.02(a)(i) of the Guarantee and Collateral Agreement); (b) ; notwithstanding any contrary provision in any Facility Document, neither Agent nor any other Secured Party under the New Term Facility shall prohibit or otherwise limit any Loan Party from amending, restating, Walker & Dunlop, LLC Wells Fargo Bank, National Association Re: New Term Facility December 20, 2013 supplementing, modifying or waiving any default by an underlying obligor or related to the servicing of an underlying mortgage loan under any Collateral Transaction Document if such prohibition or limitation could have a material adverse effect on the performance by any Loan Party of any of its duties or obligations under any of the Freddie Mac Contracts (including, without limitation, any duties and obligations with respect to servicing of Freddie Mac Loans); (c) ; notwithstanding any contrary provision in any Facility Document, neither Agent nor any other Secured Party under the New Term Facility shall prohibit or otherwise limit any Loan Party from consenting consenting, to or otherwise effecting or implementing any amendment, restatement, supplement or other modification to or of any Freddie Mac Contract consistent with modifications generally applicable to the Freddie Mac Contracts or to a Freddie Mac Seller/Servicer, if such amendment, restatement, supplement or other modification is required or requested by Freddie Mac; and (d) and if Agent or any other Secured Party under the New Term Facility exercises any rights or remedies with respect to any assets or properties of any Loan Party included within the Collateral (including, without limitation, any rights of a secured party to take possession possession, of or sell any such assets or properties), unless and until there has been a complete disposition of the Freddie Mac Agreements pursuant to a Specified Sale of Freddie Mac Program Assets that is expressly permitted under Section 8.02(b)(iv) of the Guarantee and Collateral Agreement, in exercising such rights and remedies, neither Agent nor any other Secured Party will take any action that could reasonably be expected to prevent WDLLC or WD Capital from continuing to perform its respective obligations under the Freddie Mac Contracts and continuing its respective operations relating thereto substantially as conducted prior to such exercise of remedies, without material change in processes, systems, or personnel in a manner that is reasonably likely to (i) : have a material adverse effect on the performance by WDLLC or WD Capital of any of its respective duties or obligations under the Guide or any of the other Freddie Mac Contracts (including, without limitation, any duties and obligations with respect to servicing of Freddie Mac Loans) or (ii) ); or cause WDLLC or WD Capital not to be an eligible Seller/Servicer under the Guide. Walker & Dunlop, LLC Wells Fargo Bank, National Association Re: New Term Facility December 20, 2013 5. Notwithstanding anything to the contrary contained herein, Agent shall have no liability to Freddie Mac for any of the obligations of the Loan Parties, including, without limitation, the respective liabilities of the Loan Parties under the Freddie Mac Contracts, unless (and, in such case, to the extent) any such obligations are assumed by Agent in connection with its exercise of rights and remedies in accordance with the terms of this Agreement (including, without limitation, the Specified Freddie Mac Provisions); provided, nothing herein shall relieve Agent from liability to Freddie Mac for any breach by Agent of the terms of this Agreement (including, without limitation, the Specified Freddie Mac Provisions). 6. Agent hereby represents and warrants to Freddie Mac that (a) : it has power and authority to enter into this Agreement in its capacity as Agent; (b) ; it has duly authorized, executed and delivered this Agreement; (c) ; it is authorized to, and, by its execution and delivery hereof, does hereby bind any other lender now or hereafter party to the New Term Facility; (d) ; no consent, approval, authorization, order, or other action of, any court or regulatory or governmental agency or body or any other person is required that has not been obtained for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement; and (e) and each person who is a “Lender” from time to time under the New Term Facility, and any successor “Agent” thereunder, shall be bound by this Agreement.

Agent Agreements. In consideration of Freddie Mac Fannie Mae’s entering into this Agreement and providing the Freddie Mac Fannie Mae Consent, Agent hereby acknowledges and agrees as follows: 1. The grant of the security interest in certain assets of WDLLC and WD Capital to Agent shall not modify or permit modification of any of to secure W&D’s obligations under the New Term Facility Drafts prior and the pledge of certain equity interests in WDLLC and WD Capital to execution by secure W&D’s obligations under the parties thereto without first obtaining Freddie Mac’s prior written consent to such modification. Walker & Dunlop, LLC Wells Fargo Bank, National Association Re: New Term Facility December 20are each subject and subordinate to Fannie Mae’s rights under the Fannie Mae Contracts, 2013including, without limitation, Fannie Mae’s right to consent to changes in the ownership of WDLLC or WD Capital, as applicable, and Fannie Mae’s right to terminate the Fannie Mae Contracts as set forth therein. Such termination rights of Fannie Mae shall include, without limitation, termination upon expiration of any Fannie Mae Disposition Period, and no termination fee shall be payable by Fannie Mae in connection with any such termination. The existence of any Fannie Mae Disposition Period shall be construed, for all purposes, as a material adverse change (or any other term(s) of similar import in the Fannie Mae Contracts) in WDLLC’s or WD Capital’s ability to satisfactorily service mortgages for all purposes or as set forth under any of the Fannie Mae Contracts. 2. Upon the execution and delivery of the Facility Documents (defined below) in connection with the establishment of the New Term Facility, Agent: : (ai) ratifies, confirms, and reaffirms to, and for the benefit of, Freddie Mac in favor of Fannie Mae the Specified Freddie Mac Fannie Mae Provisions; and (bii) acknowledges and agrees that (i) the that Loan Parties’ grant, and Agent’s acceptance, of the respective pledge and security interests in the Freddie Mac Fannie Mae Walker & Dunlop, LLC, et al. December 20, 2013 Collateral and Specified Pledged Equity Interests is strictly in accordance with the Specified Freddie Mac Provisions and Fannie Mae Provisions; (iiiii) in exercising its rights, remedies, powers, privileges, and discretions under the Credit Agreement, the Guarantee and Collateral Agreement and/or or any other Facility Document, Agent shall act strictly in Compliance with the Specified Freddie Mac Fannie Mae Provisions. 3. Following execution of the Facility Documents, ; and (iv) without the first obtaining Fannie Mae’s prior written consent of Freddie Macconsent, the Agent shall not modify or permit modification of (a) any of the Specified Freddie Mac Provisions Fannie Mae Provisions; or (b) any other provision in the Facility Documents that in any way would modify terms applicable to Freddie Mac Fannie Mae or the related Freddie Mac Fannie Mae Collateral or the Freddie Mac Specified Ownership Interest Pledge or the Fannie Mae Contracts or that could reasonably be expected to have or result in a material adverse effect on Freddie Mac Fannie Mae and/or the obligations of any of the applicable Loan Parties under any of the Freddie Mac Fannie Mae Contracts. 43. Without limitation Pursuant to the terms of the foregoing, Agent represents, warrants Credit Agreement and covenants that: (a) neither Agent nor any other Secured Party under the New Term Facility has taken or will take any Lien on (i) any right, obligation or other interest of any Loan Party under any of the Freddie Mac Contracts (other than in the right to receive payment of servicing compensation thereunder, subject to and subordinate to all of the rights and remedies of Freddie Mac thereunder and any other Income constituting Freddie Mac Collateral (as each such term is defined in the Guarantee and Collateral Agreement), and not including any right to assume or assign such Freddie Mac Contracts), (ii) any right, title or interest of any Loan Party in or to any Freddie Mac Loan (or any related mortgaged property or other collateral therefor) to be transferred to or on behalf of Freddie Mac pursuant to any Freddie Mac Contract, or (iii) any other Excluded Freddie Mac-Related Assets (as defined in Section 8.02(a)(i) of the Guarantee and Collateral Agreement); (b) notwithstanding any contrary provision in any Facility Document, neither Agent nor any other Secured Party under the New Term Facility shall prohibit or otherwise limit any Loan Party from amending, restating, Walker & Dunlop, LLC Wells Fargo Bank, National Association Re: New Term Facility December 20, 2013 supplementing, modifying or waiving any default by an underlying obligor or related to the servicing of an underlying mortgage loan under any Collateral Transaction Document if such prohibition or limitation could have a material adverse effect on the performance by any Loan Party of any of its duties or obligations under any of the Freddie Mac Contracts (including, without limitation, any duties and obligations with respect to servicing of Freddie Mac Loans); (c) notwithstanding any contrary provision in any Facility Document, neither Agent nor any other Secured Party under the New Term Facility shall prohibit or otherwise limit any Loan Party from consenting to or otherwise effecting or implementing any amendment, restatement, supplement or other modification to or of any Freddie Mac Contract consistent with modifications generally applicable to the Freddie Mac Contracts or to a Freddie Mac Seller/Servicer, if such amendment, restatement, supplement or other modification is required or requested by Freddie Mac; and (d) if Agent or any other Secured Party under the New Term Facility exercises any rights or remedies with respect to any assets or properties of any Loan Party included within the Collateral (including, without limitation, any rights of a secured party to take possession of or sell any such assets or properties), unless and until there has been a complete disposition of the Freddie Mac Agreements pursuant to a Specified Sale of Freddie Mac Program Assets that is expressly permitted under Section 8.02(b)(iv) of the Guarantee and Collateral Agreement, in exercising such rights and remedies, neither Agent nor any other Secured Party will take any action that could reasonably be expected to prevent WDLLC may perform or WD Capital from continuing cause the Loan Parties to perform its respective obligations under the Freddie Mac Fannie Mae Contracts during the Fannie Mae Disposition Period; provided, however, that the financial institution acting as Agent shall, to the extent applicable, maintain strict separation of operations and continuing confidentiality of information in its respective operations relating thereto substantially capacity as conducted prior to such exercise of remedies, without material change in processes, systems, or personnel in Agent and its capacity as a manner that is reasonably likely toDUS Lender. (i) have a material adverse effect on the performance by WDLLC or WD Capital of any of its respective duties or obligations under the Guide or any of the other Freddie Mac Contracts (including, without limitation, any duties and obligations with respect to servicing of Freddie Mac Loans) or (ii) cause WDLLC or WD Capital not to be an eligible Seller/Servicer under the Guide. Walker & Dunlop, LLC Wells Fargo Bank, National Association Re: New Term Facility December 20, 2013 54. Notwithstanding anything to the contrary contained herein, Agent shall have no liability to Freddie Mac Fannie Mae for any of the obligations of the Loan Parties, including, without limitation, the respective liabilities of the Loan Parties under the Freddie Mac Fannie Mae Contracts, unless (and, in such case, to the extent) any such obligations are assumed by Agent in connection with its exercise of rights and remedies in accordance with the terms of this Agreement (including, without limitation, the Specified Freddie Mac Provisions); provided, nothing herein shall relieve Agent from liability to Freddie Mac for any breach by Agent of the terms of this Agreement (including, without limitation, the Specified Freddie Mac Provisions). 65. Agent hereby represents and warrants to Freddie Mac that Fannie Mae that (a) it has power and authority to enter into this Agreement in its capacity as Agent; ; (b) it has duly authorized, executed and delivered this Agreement; ; (c) it is authorized to, and, by its execution and delivery hereof, does hereby bind any other lender now or hereafter party to the New Term Facility; ; (d) no consent, approval, authorization, order, or other action of, any court or regulatory or governmental agency or body or any other person is required that has not been obtained for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement; and and (e) each person who is a “Lender” from time to time under the New Term Facility, and any successor “Agent” thereunder, shall be bound by this Agreement.

Agent Agreements. In consideration of Freddie Mac Fannie Mae’s entering into this Agreement and providing the Freddie Mac Fannie Mae Consent, Agent hereby acknowledges and agrees as follows: 1. : The grant of the security interest in certain assets of WDLLC and WD Capital to Agent shall not modify or permit modification of any of to secure W&D’s obligations under the New Term Facility Drafts prior and the pledge of certain equity interests in WDLLC and WD Capital to execution by secure W&D’s obligations under the parties thereto without first obtaining Freddie Mac’s prior written consent to such modification. Walker & Dunlop, LLC Wells Fargo Bank, National Association Re: New Term Facility December 20are each subject and subordinate to Fannie Mae’s rights under the Fannie Mae Contracts, 2013 2including, without limitation, Fannie Mae’s right to consent to changes in the ownership of WDLLC or WD Capital, as applicable, and Fannie Mae’s right to terminate the Fannie Mae Contracts as set forth therein. Such termination rights of Fannie Mae shall include, without limitation, termination upon expiration of any Fannie Mae Disposition Period, and no termination fee shall be payable by Fannie Mae in connection with any such termination. The existence of any Fannie Mae Disposition Period shall be construed, for all purposes, as a material adverse change (or any other term(s) of similar import in the Fannie Mae Contracts) in WDLLC’ s or WD Capital’s ability to satisfactorily service mortgages for all purposes or as set forth under any of the Fannie Mae Contracts. Upon the execution and delivery of the Facility Documents (defined below) in connection with the establishment of the New Term Facility, Agent: : (ai) ratifies, confirms, and reaffirms to, and for the benefit of, Freddie Mac in favor of Fannie Mae the Specified Freddie Mac Fannie Mae Provisions; and (bii) acknowledges and agrees that (i) the that Loan Parties’ grant, and Agent’s acceptance, of the respective pledge and security interests in the Freddie Mac Fannie Mae Collateral and Specified Pledged Equity Interests is strictly in accordance with the Specified Freddie Mac Provisions and Fannie Mae Provisions; (iiiii) in exercising its rights, remedies, powers, privileges, and discretions under the Credit Agreement, the Guarantee and Collateral Agreement and/or or any other Facility Document, Agent shall act strictly in Compliance with the Specified Freddie Mac Fannie Mae Provisions. 3. Following execution of the Facility Documents, ; and (iv) without the first obtaining Fannie Mae’s prior written consent of Freddie Macconsent, the Agent shall not modify or permit modification of (a) any of the Specified Freddie Mac Provisions Fannie Mae Provisions; or (b) any other provision in the Facility Documents that in any way would modify terms applicable to Freddie Mac Fannie Mae or the related Freddie Mac Fannie Mae Collateral or the Freddie Mac Specified Ownership Interest Pledge or the Fannie Mae Contracts or that could reasonably be expected to have or result in a material adverse effect on Freddie Mac Fannie Mae and/or the obligations of any of the applicable Loan Parties under any of the Freddie Mac Fannie Mae Contracts. 4. Without limitation Pursuant to the terms of the foregoing, Agent represents, warrants Credit Agreement and covenants that: (a) neither Agent nor any other Secured Party under the New Term Facility has taken or will take any Lien on (i) any right, obligation or other interest of any Loan Party under any of the Freddie Mac Contracts (other than in the right to receive payment of servicing compensation thereunder, subject to and subordinate to all of the rights and remedies of Freddie Mac thereunder and any other Income constituting Freddie Mac Collateral (as each such term is defined in the Guarantee and Collateral Agreement), and not including any right to assume or assign such Freddie Mac Contracts), (ii) any right, title or interest of any Loan Party in or to any Freddie Mac Loan (or any related mortgaged property or other collateral therefor) to be transferred to or on behalf of Freddie Mac pursuant to any Freddie Mac Contract, or (iii) any other Excluded Freddie Mac-Related Assets (as defined in Section 8.02(a)(i) of the Guarantee and Collateral Agreement); (b) notwithstanding any contrary provision in any Facility Document, neither Agent nor any other Secured Party under the New Term Facility shall prohibit or otherwise limit any Loan Party from amending, restating, Walker & Dunlop, LLC Wells Fargo Bank, National Association Re: New Term Facility December 20, 2013 supplementing, modifying or waiving any default by an underlying obligor or related to the servicing of an underlying mortgage loan under any Collateral Transaction Document if such prohibition or limitation could have a material adverse effect on the performance by any Loan Party of any of its duties or obligations under any of the Freddie Mac Contracts (including, without limitation, any duties and obligations with respect to servicing of Freddie Mac Loans); (c) notwithstanding any contrary provision in any Facility Document, neither Agent nor any other Secured Party under the New Term Facility shall prohibit or otherwise limit any Loan Party from consenting to or otherwise effecting or implementing any amendment, restatement, supplement or other modification to or of any Freddie Mac Contract consistent with modifications generally applicable to the Freddie Mac Contracts or to a Freddie Mac Seller/Servicer, if such amendment, restatement, supplement or other modification is required or requested by Freddie Mac; and (d) if Agent or any other Secured Party under the New Term Facility exercises any rights or remedies with respect to any assets or properties of any Loan Party included within the Collateral (including, without limitation, any rights of a secured party to take possession of or sell any such assets or properties), unless and until there has been a complete disposition of the Freddie Mac Agreements pursuant to a Specified Sale of Freddie Mac Program Assets that is expressly permitted under Section 8.02(b)(iv) of the Guarantee and Collateral Agreement, in exercising such rights and remedies, neither Agent nor any other Secured Party will take any action that could reasonably be expected to prevent WDLLC may perform or WD Capital from continuing cause the Loan Parties to perform its respective obligations under the Freddie Mac Fannie Mae Contracts during the Fannie Mae Disposition Period; provided, however, that the financial institution acting as Agent shall, to the extent applicable, maintain strict separation of operations and continuing confidentiality of information in its respective operations relating thereto substantially capacity as conducted prior to such exercise of remedies, without material change in processes, systems, or personnel in Agent and its capacity as a manner that is reasonably likely to (i) have a material adverse effect on the performance by WDLLC or WD Capital of any of its respective duties or obligations under the Guide or any of the other Freddie Mac Contracts (including, without limitation, any duties and obligations with respect to servicing of Freddie Mac Loans) or (ii) cause WDLLC or WD Capital not to be an eligible Seller/Servicer under the Guide. Walker & Dunlop, LLC Wells Fargo Bank, National Association Re: New Term Facility December 20, 2013 5DUS Lender. Notwithstanding anything to the contrary contained herein, Agent shall have no liability to Freddie Mac Fannie Mae for any of the obligations of the Loan Parties, including, without limitation, the respective liabilities of the Loan Parties under the Freddie Mac Fannie Mae Contracts, unless (and, in such case, to the extent) any such obligations are assumed by Agent in connection with its exercise of rights and remedies in accordance with the terms of this Agreement (including, without limitation, the Specified Freddie Mac Provisions); provided, nothing herein shall relieve Agent from liability to Freddie Mac for any breach by Agent of the terms of this Agreement (including, without limitation, the Specified Freddie Mac Provisions). 6. Agent hereby represents and warrants to Freddie Mac that Fannie Mae that (a) it has power and authority to enter into this Agreement in its capacity as Agent; ; (b) it has duly authorized, executed and delivered this Agreement; ; (c) it is authorized to, and, by its execution and delivery hereof, does hereby bind any other lender now or hereafter party to the New Term Facility; ; (d) no consent, approval, authorization, order, or other action of, any court or regulatory or governmental agency or body or any other person is required that has not been obtained for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement; and and (e) each person who is a “Lender” from time to time under the New Term Facility, and any successor “Agent” thereunder, shall be bound by this Agreement.