Common use of Limited Pledge of Xxxxxx Xxx Servicing Clause in Contracts

Limited Pledge of Xxxxxx Xxx Servicing. Notwithstanding anything to the contrary contained herein or in any of the other Transaction Documents, the pledge of the Borrower’s right, title and interest in the Xxxxxx Mae MSRs under the Xxxxxx Xxx Lender Contract identified on each Schedule of Assets shall only secure the Borrower’s indebtedness and obligations to the Administrative Agent and each Lender incurred for (i) the purposes of securing (a) a warehouse line of credit and used for one of the purposes set forth in clauses (b) or (c), (b) a loan whose proceeds have been or will be used to acquire or retain through its origination activities rights in the Xxxxxx Mae Lender Contract in accordance with the provisions of the Xxxxxx Xxx Selling Guide and the Xxxxxx Mae Servicing Guide by the Borrower, (c) a loan whose proceeds have been or will be used to purchase from another mortgage banking company the contract right to service Mortgage Loans, or to purchase assets of, or stock issued by, such company, or (ii) any other purpose which Xxxxxx Xxx, in its sole and absolute discretion, considers to be consistent with the purposes of the Xxxxxx Mae Acknowledgment Agreement to be executed among the Borrower, the Administrative Agent and Xxxxxx Xxx; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent Xxxxxx Mae supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxx Xxx Lender Contract, Xxxxxx Mae Acknowledgment Agreement or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; and provided further that the security interest created hereby is and shall be subject to the following condition and such provision below shall be included in each financing statement filed in respect hereof (defined terms used below shall have the meaning set forth in the Xxxxxx Xxx Acknowledgment Agreement): “The Security Interest described in this financing statement is subordinate to all rights of Xxxxxx Mae under (i) the terms of an Acknowledgment Agreement, with respect to the Security Interest among Xxxxxx Xxx, Home Point Financial Corporation (the “Debtor”) and Xxxxxxx Sachs Bank USA, as Administrative Agent for Lenders and (ii) the Mortgage Selling and Servicing Contract, the Xxxxxx Xxx Selling Guide, the Xxxxxx Mae Servicing Guide and all supplemental servicing instructions or directives provided by Xxxxxx Xxx, all applicable master agreements, recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreements, and any other agreements between Xxxxxx Mae and the Debtor, and all as amended, restated or supplemented from time to time (collectively, the “Xxxxxx Xxx Lender Contract”), which rights include the right of Xxxxxx Mae to terminate the Xxxxxx Xxx Lender Contract with or without cause and the right to sell, or have transferred, the Servicing Rights.”

Limited Pledge of Xxxxxx Xxx Servicing. Notwithstanding anything to To the contrary contained herein or in any of the other Transaction Documents, extent that the pledge of the Borrower’s right, title and interest in the mortgage servicing rights under Servicing Contracts with Xxxxxx Mae MSRs under shall at any time be included within the security interest created hereby, the Lender acknowledges and agrees that (x) the Borrower is entitled to servicing income with respect to a given mortgage pool only so long as Borrower is an issuer in good standing pursuant to Xxxxxx Xxx Lender Contract identified on each Schedule of Assets shall only secure rules, regulations, guides and similar announcements; (y) upon the Borrower’s indebtedness loss of such good-standing issuer status, the Lender’s rights to any servicing income related to a given mortgage pool also terminate; and obligations to the Administrative Agent and each Lender incurred for (iz) the purposes of securing (a) a warehouse line of credit and used for one pledge of the purposes set forth in clauses Borrower’s rights to servicing income conveys no rights (bsuch as a right to become a substitute servicer or issuer) or (c), (b) a loan whose proceeds have been or will be used to acquire or retain through its origination activities rights that are not otherwise specifically provided for in the rules, regulations, guides or similar announcements by Xxxxxx Mae Lender Contract in accordance with the provisions of the Xxxxxx Xxx Selling Guide and the Xxxxxx Mae Servicing Guide by the BorrowerMae, (c) a loan whose proceeds have been or will be used to purchase from another mortgage banking company the contract right to service Mortgage Loans, or to purchase assets of, or stock issued by, such company, or (ii) any other purpose which Xxxxxx Xxx, in its sole and absolute discretion, considers to be consistent with the purposes of the Xxxxxx Mae Acknowledgment Agreement to be executed among the Borrower, the Administrative Agent and Xxxxxx Xxx; provided, provided that the foregoing provisions of this paragraph sentence shall automatically be deemed automatically supplemented amended or amended modified if and to the extent Xxxxxx Mae supplements or Xxx amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxx Xxx Lender ContractServicing Contracts, Xxxxxx Mae Acknowledgment Agreement Agreements, if any, or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; and provided further that the security interest created hereby is and shall be subject to the following condition and such provision below shall to be included in each financing statement filed in respect hereof (defined terms used below shall have the meaning set forth in the Xxxxxx Xxx applicable Acknowledgment Agreement): “The Security Interest described property subject to the security interest reflected in this financing statement instrument includes all of the right, title and interest of PennyMac Loan Services, LLC (“Debtor”) in certain mortgages and/or participation interests related to such mortgages (“Pooled Mortgages”) and pooled under the mortgage-backed securities program of the Government National Mortgage Association (“Xxxxxx Mae”), pursuant to section 306(g) of the National Housing Act, 12 U.S.C. § 1721(g); To the extent that the security interest reflected in this instrument relates in any way to the Pooled Mortgages, such security interest is subject and subordinate to all rights rights, powers and prerogatives of Xxxxxx Mae Xxx, whether now existing or hereafter arising, under and in connection with: (i) 12 U.S.C. § 1721(g) and any implementing regulations; (ii) the terms and conditions of an that certain Acknowledgment Agreement, with respect to the Security Interest among Interest, by and between Xxxxxx XxxMae, Home Point Financial Corporation Debtor and Credit Suisse First Boston Mortgage Capital LLC (iii) applicable Guaranty Agreements and contractual agreements between Xxxxxx Xxx and the “Debtor”) and Xxxxxxx Sachs Bank USA, as Administrative Agent for Lenders ; and (iiiv) the Mortgage Selling and Servicing Contract, the Xxxxxx Xxx Selling Guide, the Xxxxxx Mae Servicing Guide and all supplemental servicing instructions or directives provided by Xxxxxx XxxMortgage-Backed Securities Guide, all applicable master agreements, recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreementsHandbook 5500.3 Rev. 1, and any other agreements between applicable guides; and such rights, powers and prerogatives of Xxxxxx Mae and the Xxx include, but are not limited to, Xxxxxx Mae’s right, by issuing a letter of extinguishment to Debtor, to effect and complete the extinguishment of all redemption, equitable, legal or other right, title or interest of the Debtor in the Pooled Mortgages, in which event the security interest as amended, restated or supplemented from time it relates in any way to time (collectively, the “Xxxxxx Xxx Lender Contract”), which rights include the right of Xxxxxx Mae to terminate the Xxxxxx Xxx Lender Contract with or without cause Pooled Mortgages shall instantly and the right to sell, or have transferred, the Servicing Rightsautomatically be extinguished as well.”

Limited Pledge of Xxxxxx Xxx Servicing. Notwithstanding anything to the contrary contained herein or in any of the other Transaction Loan Documents, the pledge of the Borrower’s right, title and interest in the mortgage servicing rights under servicing contracts with Xxxxxx Mae MSRs under the Xxxxxx Xxx Lender Contract identified on each Schedule of Assets shall only secure the Borrower’s indebtedness and obligations debt to the Administrative Agent and each Lender incurred for (i) the purposes of securing (a) purchasing additional Mortgage Loan servicing rights and retaining current Mortgage Loan servicing rights, (b) purchasing a mortgage banking company (including a management buyout of an existing mortgage banking company) or (c) securing a warehouse line of credit and used for one of the purposes set forth in clauses (b) or (c), (b) a loan whose proceeds have been or will be used to acquire or retain through its origination activities rights in the Xxxxxx Mae Lender Contract in accordance with the provisions of the Xxxxxx Xxx Selling Guide and the Xxxxxx Mae Servicing Guide by the Borrower, (c) a loan whose proceeds have been or will be used to purchase from another mortgage banking company the contract right to service Mortgage Loans, or to purchase assets of, or stock issued by, such company, or (ii) any other purpose which Xxxxxx Xxx, in its sole and absolute discretion, considers to be consistent with the purposes of the Xxxxxx Mae Acknowledgment Agreement to be executed among the Borrower, the Administrative Agent and Xxxxxx Xxxcredit; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent Xxxxxx Mae Xxx supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxx Xxx Lender ContractServicing Contracts, Xxxxxx Mae Acknowledgment Agreement Agreements, or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; and provided further that the security interest created hereby is and shall be subject to the following condition and such provision below shall to be included in each financing statement filed in respect hereof (defined terms used below shall have the meaning set forth in the Xxxxxx Xxx applicable Acknowledgment Agreement): “The Security Interest described in created by this financing statement is subject and subordinate to all rights rights, powers, and prerogatives of Xxxxxx Mae Xxx under and in connection with (i) the terms and conditions of an that certain Acknowledgment Agreement, with respect to the Security Interest among Interest, by and between Xxxxxx XxxMae, Home Point Financial Corporation PennyMac Loan Services, LLC (the “Debtor”) and Xxxxxxx Sachs Bank USACredit Suisse First Boston Mortgage Capital LLC, as Administrative Agent for Lenders and (ii) the Mortgage Selling and Servicing Contract, the Contract and all applicable Pool Purchase Contracts between Xxxxxx Xxx Selling Guide, the Xxxxxx Mae Servicing Guide and all supplemental servicing instructions or directives provided by Xxxxxx Xxx, all applicable master agreements, recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreements, and any other agreements between Xxxxxx Mae and the Debtor, and all (iii) the Selling Guide, Servicing Guide, and other Guides, as amended, restated or supplemented each of such Guides is amended from time to time ((ii) and (iii) collectively, the “Xxxxxx Xxx Lender Mae Contract”), which rights include rights, powers, and prerogatives include, without limitation, the right of Xxxxxx Mae Xxx to terminate the Xxxxxx Xxx Lender Mae Contract with or without cause and the right to sell, or have transferred, the Servicing RightsRights as therein provided.”

Limited Pledge of Xxxxxx Xxx Servicing. Notwithstanding anything to To the contrary contained herein or in any of the other Transaction Documents, extent that the pledge of the Borrower’s right, title and interest in the Xxxxxx Mae MSRs under the Xxxxxx Xxx Lender Contract identified on each Schedule of Assets Portfolio Excess Spread shall only secure the Borrower’s indebtedness and obligations to the Administrative Agent and each Lender incurred for (i) the purposes of securing (a) a warehouse line of credit and used for one of the purposes set forth in clauses (b) or (c), (b) a loan whose proceeds have been or will at any time be used to acquire or retain through its origination activities rights in the Xxxxxx Mae Lender Contract in accordance with the provisions of the Xxxxxx Xxx Selling Guide and included within the Xxxxxx Mae Servicing Guide by Rights the Borrower and Lender each acknowledges and agrees that prior to the occurrence of an Event of Default, (x) the Lender is entitled to servicing income with respect to a given mortgage pool only so long as Lender is an issuer in good standing pursuant to Xxxxxx Xxx rules, regulations, guides and similar announcements; (y) upon the Lender’s loss of such good-standing issuer status, the Lender’s rights to any servicing income related to a given mortgage pool also terminate; and (z) the pledge of the Borrower, ’s rights to servicing income conveys no rights (c) such as a loan whose proceeds have been or will be used to purchase from another mortgage banking company the contract right to service Mortgage Loansbecome a substitute servicer or issuer) that are not otherwise specifically provided for in the rules, regulations, guides or to purchase assets ofsimilar announcements by Xxxxxx Mae, or stock issued by, such company, or (ii) any other purpose which Xxxxxx Xxx, in its sole and absolute discretion, considers to be consistent with the purposes of the Xxxxxx Mae Acknowledgment Agreement to be executed among the Borrower, the Administrative Agent and Xxxxxx Xxx; provided, provided that the foregoing provisions of this paragraph sentence shall automatically be deemed automatically supplemented amended or amended modified if and to the extent Xxxxxx Mae supplements or Xxx amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxx Xxx Lender ContractServicing Contracts, Xxxxxx Mae Acknowledgment Agreement Agreements, if any, or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; and provided further that the security interest created hereby is and shall be subject to the following condition and such provision below shall to be included in each financing statement filed in respect hereof (defined terms used below shall have the meaning set forth in the Xxxxxx Xxx applicable Acknowledgment Agreement): “The Security Interest described property subject to the security interest reflected in this financing statement instrument includes all of the right, title and interest of PennyMac Holdings, LLC (“Debtor”) in certain mortgages and/or participation interests related to such mortgages (“Pooled Mortgages”) and pooled under the mortgage-backed securities program of the Government National Mortgage Association (“Xxxxxx Mae”), pursuant to section 306(g) of the National Housing Act, 12 U.S.C. § 1721(g); To the extent that the security interest reflected in this instrument relates in any way to the Pooled Mortgages, such security interest is subject and subordinate to all rights rights, powers and prerogatives of Xxxxxx Mae Xxx, whether now existing or hereafter arising, under and in connection with: (i) 12 U.S.C. § 1721(g) and any implementing regulations; (ii) the terms and conditions of an that certain Acknowledgment Agreement, with respect to the Security Interest among Interest, by and between Xxxxxx XxxMae, Home Point Financial Corporation Debtor and PennyMac Loan Services, LLC; (the “iii) applicable Guaranty Agreements and contractual agreements between Xxxxxx Xxx and Debtor”) and Xxxxxxx Sachs Bank USA, as Administrative Agent for Lenders ; and (iiiv) the Mortgage Selling and Servicing Contract, the Xxxxxx Xxx Selling Guide, the Xxxxxx Mae Servicing Guide and all supplemental servicing instructions or directives provided by Xxxxxx XxxMortgage-Backed Securities Guide, all applicable master agreements, recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreementsHandbook 5500.3 Rev. 1, and any other agreements between applicable guides; and Such rights, powers and prerogatives of Xxxxxx Mae and the Xxx include, but are not limited to, Xxxxxx Mae’s right, by issuing a letter of extinguishment to Debtor, to effect and complete the extinguishment of all redemption, equitable, legal or other right, title or interest of Debtor in the Pooled Mortgages, in which event the security interest as amended, restated or supplemented from time it relates in any way to time (collectively, the “Xxxxxx Xxx Lender Contract”), which rights include the right of Xxxxxx Mae to terminate the Xxxxxx Xxx Lender Contract with or without cause Pooled Mortgages shall instantly and the right to sell, or have transferred, the Servicing Rightsautomatically be extinguished as well.”

Limited Pledge of Xxxxxx Xxx Servicing. Notwithstanding anything Buyer acknowledges and agrees that (x) the Seller is entitled to Excess Spread with respect to a given mortgage pool only so long as Buyer is a Xxxxxx Mae-approved issuer; (y) upon the contrary contained herein or in Buyer’s loss of such approved issuer status, all rights to any of the other Transaction Documents, servicing income related to a given mortgage pool also terminate; and (z) the pledge of the BorrowerSeller’s right, title and interest rights to Excess Spread conveys no rights (such as a right to become a substitute servicer or issuer) that are not otherwise specifically provided for in the Xxxxxx Mae MSRs under the Xxxxxx Xxx Lender Contract identified on each Schedule of Assets Guide, provided that this sentence shall only secure the Borrower’s indebtedness and obligations to the Administrative Agent and each Lender incurred for (i) the purposes of securing (a) a warehouse line of credit and used for one of the purposes set forth in clauses (b) or (c), (b) a loan whose proceeds have been or will be used to acquire or retain through its origination activities rights in the Xxxxxx Mae Lender Contract in accordance with the provisions of the Xxxxxx Xxx Selling Guide and the Xxxxxx Mae Servicing Guide by the Borrower, (c) a loan whose proceeds have been or will be used to purchase from another mortgage banking company the contract right to service Mortgage Loans, or to purchase assets of, or stock issued by, such company, or (ii) any other purpose which Xxxxxx Xxx, in its sole and absolute discretion, considers to be consistent with the purposes of the Xxxxxx Mae Acknowledgment Agreement to be executed among the Borrower, the Administrative Agent and Xxxxxx Xxx; provided, that the foregoing provisions of this paragraph shall automatically be deemed automatically supplemented amended or amended modified if and to the extent Xxxxxx Mae supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxx Xxx Lender ContractGuide, Xxxxxx Mae the applicable Acknowledgment Agreement Agreement, if any, or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; and provided further that the security interest created hereby is and shall be subject to the following condition and such provision below shall to be included in each financing statement filed in respect hereof (defined terms used below shall have the meaning set forth in the Xxxxxx Xxx applicable Acknowledgment Agreement): “The Security Interest described property subject to the security interest reflected in this financing statement instrument includes all of the right, title and interest of PennyMac Holdings, LLC (“Debtor”) in certain mortgages and/or participation interests related to such mortgages (“Pooled Mortgages”) and all right, title and interest of PennyMac Holdings, LLC in such Pooled Mortgages, and pooled under the mortgage-backed securities program of the Government National Mortgage Association (“Xxxxxx Mae”), pursuant to Section 306(g) of the National Housing Act, 12 U.S.C. § 1721(g); To the extent that the security interest reflected in this instrument relates in any way to the Pooled Mortgages, such security interest is subject and subordinate to all rights rights, powers and prerogatives of Xxxxxx Mae Xxx, whether now existing or hereafter arising, under and in connection with: (i) 12 U.S.C. § 1721(g) and any implementing regulations; (ii) the terms and conditions of an that certain Acknowledgment Agreement, with respect to the Security Interest Interest, by and among Xxxxxx XxxMae, Home Point Financial Corporation Debtor and PNMAC GMSR ISSUER TRUST; (iii) applicable Guaranty Agreements and contractual agreements between Xxxxxx Xxx and the “Debtor”) and Xxxxxxx Sachs Bank USA, as Administrative Agent for Lenders ; and (iiiv) the Mortgage Selling and Servicing Contract, the Xxxxxx Xxx Selling Guide, the Xxxxxx Mae Servicing Guide and all supplemental servicing instructions or directives provided other applicable guides; and such rights, powers and prerogatives of Xxxxxx Xxx include, but are not limited to, Xxxxxx Mae’s right, by Xxxxxx Xxx, all applicable master agreements, recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreements, and any other agreements between Xxxxxx Mae and the issuing a letter of extinguishment to Debtor, to effect and complete the extinguishment of all redemption, equitable, legal or other right, title or interest of the Debtor in the Pooled Mortgages, in which event the security interest as amended, restated or supplemented from time it relates in any way to time (collectively, the “Xxxxxx Xxx Lender Contract”), which rights include the right of Xxxxxx Mae to terminate the Xxxxxx Xxx Lender Contract with or without cause Pooled Mortgages shall instantly and the right to sell, or have transferred, the Servicing Rightsautomatically be extinguished as well.”

Limited Pledge of Xxxxxx Xxx Servicing. Notwithstanding anything to the contrary contained herein in the Loan Agreement or in any of the other Transaction DocumentsLoan Document, the pledge of the Borrower’s Lien on any Pledgors’ right, title and interest in the MSRs under servicing agreements (or otherwise existing) with Xxxxxx Mae MSRs under the with respect to Loans serviced for Xxxxxx Xxx Lender Contract identified on each Schedule (x) shall occur automatically, without any other action, only upon the execution and delivery of Assets an Agency Acknowledgment among the applicable Pledgor, Xxxxxx Mae and Secured Party and (y) shall only secure the Borrower’s indebtedness and obligations such Pledgors’ debt to the Administrative Agent and each Lender Secured Party incurred under a facility used in whole or in part for (i) the purposes of securing of, or to refinance a facility used in whole or in part for the purposes of, (a) a warehouse line funding the acquisition of credit and used for one of the purposes set forth in clauses additional mortgage loan servicing rights, (b) purchasing a mortgage banking company (including a management buyout of an existing mortgage banking company) or (c), (b) securing a loan whose proceeds have been or will be used to acquire or retain through its origination activities rights in the Xxxxxx Mae Lender Contract in accordance with the provisions of the Xxxxxx Xxx Selling Guide and the Xxxxxx Mae Servicing Guide by the Borrower, (c) a loan whose proceeds have been or will be used to purchase from another mortgage banking company the contract right to service Mortgage Loans, or to purchase assets of, or stock issued by, such company, or (ii) any other purpose which Xxxxxx Xxx, in its sole and absolute discretion, considers to be consistent with the purposes of the Xxxxxx Mae Acknowledgment Agreement to be executed among the Borrower, the Administrative Agent and Xxxxxx Xxxwarehouse line; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent Xxxxxx Mae Xxx supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxx Xxx Lender Contractservicing agreements, Xxxxxx Mae Acknowledgment Agreement acknowledgment agreements or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; and provided further that the security interest created hereby is and shall be subject to the following condition and such provision below shall to be included in each financing statement filed in respect hereof (defined terms used below shall have or such other language proscribed by the meaning set forth in the Xxxxxx Xxx Acknowledgment Agreementapplicable Agency Acknowledgment): “The Security Interest described in security interest created by this financing statement is subject and subordinate to all rights rights, powers and prerogatives of Xxxxxx Mae under Xxx under, and in connection with, (i) the terms and conditions of an the Acknowledgment Agreement, with respect to the Security Interest security interest, dated as of [ ], among [the Pledgor], [Secured Party] and Xxxxxx XxxMae, Home Point Financial Corporation (the “Debtor”) and Xxxxxxx Sachs Bank USA, as Administrative Agent for Lenders and (ii) the Mortgage Selling and Servicing Contract, the Contract and all applicable Pool Purchase Contracts between Xxxxxx Xxx and the [Pledgor] and the Selling Guide, the Xxxxxx Mae Servicing Guide and all supplemental servicing instructions or directives provided by Xxxxxx Xxx, all applicable master agreements, recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreementsGuide, and any other agreements between Xxxxxx Mae and the DebtorGuides, and all as amended, restated or supplemented each of such Guides is amended from time to time (collectively, the “Xxxxxx Xxx Lender Mae Contract”)) which rights, which rights include powers, and prerogatives includes, without limitation, the right of Xxxxxx Mae Xxx to terminate the Xxxxxx Xxx Lender Mae Contract with or without cause and the right to sell, or have transferred, the Servicing Rights.Rights as therein provided”

Limited Pledge of Xxxxxx Xxx Servicing. Notwithstanding anything to the contrary contained herein or in any of the other Transaction Documents, the pledge of the Borrower’s right, title and interest in the Xxxxxx Mae Xxx MSRs under the Xxxxxx Xxx Lender Contract identified on each Schedule of Assets shall only secure the Borrower’s indebtedness and obligations to the Administrative Agent and each Lender incurred for (i) the purposes of securing (a) a warehouse line of credit and used for one of the purposes set forth in clauses (b) or (c), (b) a loan whose proceeds have been or will be used to acquire or retain through its origination activities rights in the Xxxxxx Mae Xxx Lender Contract in accordance with the provisions of the Xxxxxx Xxx Selling Guide and the Xxxxxx Mae Xxx Servicing Guide by the Borrower, (c) a loan whose proceeds have been or will be used to purchase from another mortgage banking company the contract right to service Mortgage Loans, or to purchase assets of, or stock issued by, such company, or (ii) any other purpose which Xxxxxx Xxx, in its sole and absolute discretion, considers to be consistent with the purposes of the Xxxxxx Mae Xxx Acknowledgment Agreement to be executed among the Borrower, the Administrative Agent and Xxxxxx Xxx; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent Xxxxxx Mae Xxx supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxx Xxx Lender Contract, Xxxxxx Mae Xxx Acknowledgment Agreement or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; and provided further that the security interest created hereby is and shall be subject to the following condition and such provision below shall be included in each financing statement filed in respect hereof (defined terms used below shall have the meaning set forth in the Xxxxxx Xxx Acknowledgment Agreement): “The Security Interest described in this financing statement is subordinate to all rights of Xxxxxx Mae Xxx under (i) the terms of an Acknowledgment Agreement, with respect to the Security Interest among Xxxxxx Xxx, Home Point Financial Corporation (the “Debtor”) and Xxxxxxx Sachs Xxxxx Bank USA, as Administrative Agent for Lenders and (ii) the Mortgage Selling and Servicing Contract, the Xxxxxx Xxx Selling Guide, the Xxxxxx Mae Xxx Servicing Guide and all supplemental servicing instructions or directives provided by Xxxxxx Xxx, all applicable master agreements, recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreements, and any other agreements between Xxxxxx Mae Xxx and the Debtor, and all as amended, restated or supplemented from time to time (collectively, the “Xxxxxx Xxx Lender Contract”), which rights include the right of Xxxxxx Mae Xxx to terminate the Xxxxxx Xxx Lender Contract with or without cause and the right to sell, or have transferred, the Servicing Rights.”

Limited Pledge of Xxxxxx Xxx Servicing. Notwithstanding anything to the contrary contained herein or in any of the other Transaction Loan Documents, the pledge of the Borrower’s right, title and interest in the mortgage servicing rights under servicing contracts with Xxxxxx Mae MSRs under the Xxxxxx Xxx Lender Contract identified on each Schedule of Assets shall only secure the Borrower’s indebtedness and obligations debt to the Administrative Agent and each Lender Bank incurred for (i) the purposes of securing (a) purchasing additional Mortgage Loan servicing rights and retaining current Mortgage Loan servicing rights, (b) purchasing a mortgage banking company (including a management buyout of an existing mortgage banking company) or (c) securing a warehouse line of credit and used for one of the purposes set forth in clauses (b) or (c), (b) a loan whose proceeds have been or will be used to acquire or retain through its origination activities rights in the Xxxxxx Mae Lender Contract in accordance with the provisions of the Xxxxxx Xxx Selling Guide and the Xxxxxx Mae Servicing Guide by the Borrower, (c) a loan whose proceeds have been or will be used to purchase from another mortgage banking company the contract right to service Mortgage Loans, or to purchase assets of, or stock issued by, such company, or (ii) any other purpose which Xxxxxx Xxx, in its sole and absolute discretion, considers to be consistent with the purposes of the Xxxxxx Mae Acknowledgment Agreement to be executed among the Borrower, the Administrative Agent and Xxxxxx Xxxcredit; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent Xxxxxx Mae Xxx supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxx Xxx Lender ContractServicing Agreements, Xxxxxx Mae Acknowledgment Agreement Agreements, or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; and provided further that the security interest created hereby is and shall be subject to the following condition and such provision below shall to be included in each financing statement filed in respect hereof (defined terms used below shall have the meaning set forth in the Xxxxxx Xxx applicable Acknowledgment Agreement): “The Security Interest security interest described in this financing statement is subordinate to all rights of Xxxxxx Mae under (i) the terms of an Acknowledgment Agreement, with respect to the Security Interest among Xxxxxx Xxx, Home Point Financial Corporation IMPAC Mortgage Corp. (the “Debtor”) and Xxxxxxx Sachs Bank USAWestern Alliance Bank, as Administrative Agent for Lenders and (ii) the Mortgage Selling and Servicing Contract, the Xxxxxx Xxx Mae Selling Guide, the Xxxxxx Mae Xxx Servicing Guide and all supplemental servicing instructions or directives provided by Xxxxxx XxxMae, all applicable master agreements, recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreements, and any other agreements between Xxxxxx Mae Xxx and the Debtor, and all as amended, restated or supplemented from time to time (collectively, the “Xxxxxx Xxx Mae Lender Contract”), which rights include the right of Xxxxxx Mae Xxx to terminate the Xxxxxx Xxx Mae Lender Contract with or without cause and the right to sell, or have transferred, the Servicing Rights.”

Limited Pledge of Xxxxxx Xxx Servicing. Notwithstanding anything to To the contrary contained herein or in extent that the Lien on any of the other Transaction Documents, the pledge of the Borrower’s Pledgors’ right, title and interest in the MSRs under servicing agreements (or otherwise existing) with Xxxxxx Mae MSRs under the with respect to Loans serviced for Xxxxxx Xxx Lender Contract identified on each Schedule shall at any time be included within the security interest created hereby, the Secured Party acknowledges and agrees that (x) the pledge of Assets such rights shall occur automatically, without any other action, only secure upon the Borrower’s indebtedness execution and obligations to delivery of an Agency Acknowledgment among the Administrative Agent applicable Pledgor, Xxxxxx Mae and each Lender incurred for Secured Party and (y) (i) the purposes of securing (a) such Pledgor is entitled to servicing income with respect to a warehouse line of credit and used for one of the purposes set forth given mortgage pool only so long as such Pledgor is an issuer in clauses (b) or (c), (b) a loan whose proceeds have been or will be used good standing pursuant to acquire or retain through its origination activities rights in the Xxxxxx Mae Lender Contract in accordance with the provisions of the Xxxxxx Xxx Selling Guide rules, regulations, guides and the Xxxxxx Mae Servicing Guide by the Borrower, (c) a loan whose proceeds have been or will be used to purchase from another mortgage banking company the contract right to service Mortgage Loans, or to purchase assets of, or stock issued by, such company, or similar announcements; (ii) upon such Pledgor’s loss of such good-standing issuer status, the Secured Party’s rights to any other purpose which Xxxxxx Xxx, in its sole servicing income related to a given mortgage pool also terminate; and absolute discretion, considers to be consistent with (iii) the purposes pledge of the such Pledgor’s rights to servicing income conveys no rights (such as a right to become a substitute servicer or issuer) that are not otherwise specifically provided for in the rules, regulations, guides or similar announcements by Xxxxxx Mae Acknowledgment Agreement to be executed among the BorrowerMae, the Administrative Agent and Xxxxxx Xxx; provided, provided that the foregoing provisions of this paragraph sentence shall automatically be deemed automatically supplemented amended or amended modified if and to the extent Xxxxxx Mae supplements or amends Xxx amended the corresponding requirement, whether in its rules, regulations, guides, Xxxxxx Xxx Lender Contract, Xxxxxx Mae Acknowledgment Agreement Servicing Agreements or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effectannouncements; and provided further that the security interest created hereby is and shall be subject to the following condition and such provision below shall to be included in each financing statement filed in respect hereof (defined terms used below shall have or such other language proscribed by the meaning set forth in the Xxxxxx Xxx Acknowledgment Agreementapplicable Agency Acknowledgment): “The Security Interest described in this financing statement is subordinate to all rights of Xxxxxx Mae under (i) the terms of an Acknowledgment Agreement, with respect Notwithstanding anything to the Security Interest among Xxxxxx Xxx, Home Point Financial Corporation (the “Debtor”) and Xxxxxxx Sachs Bank USA, as Administrative Agent for Lenders and (ii) the Mortgage Selling and Servicing Contract, the Xxxxxx Xxx Selling Guide, the Xxxxxx Mae Servicing Guide and all supplemental servicing instructions or directives provided by Xxxxxx Xxx, all applicable master agreements, recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreements, and any other agreements between Xxxxxx Mae and the Debtor, and all as amended, restated or supplemented from time to time (collectively, the “Xxxxxx Xxx Lender Contract”), which rights include the right of Xxxxxx Mae to terminate the Xxxxxx Xxx Lender Contract with or without cause and the right to sell, or have transferred, the Servicing Rights.”contrary contained herein:

Limited Pledge of Xxxxxx Xxx Servicing. Notwithstanding anything to the contrary contained herein or in any of the other Transaction Documents, the pledge of the Borrower’s right, title The Buyer acknowledges and interest in the Xxxxxx Mae MSRs under the Xxxxxx Xxx Lender Contract identified on each Schedule of Assets shall only secure the Borrower’s indebtedness and obligations to the Administrative Agent and each Lender incurred for (i) the purposes of securing (a) a warehouse line of credit and used for one of the purposes set forth in clauses (b) or (c), (b) a loan whose proceeds have been or will be used to acquire or retain through its origination activities rights in the Xxxxxx Mae Lender Contract in accordance with the provisions of the Xxxxxx Xxx Selling Guide and the Xxxxxx Mae Servicing Guide by the Borrower, (c) a loan whose proceeds have been or will be used to purchase from another mortgage banking company the contract right to service Mortgage Loans, or to purchase assets of, or stock issued by, such company, or (ii) any other purpose which Xxxxxx Xxx, in its sole and absolute discretion, considers to be consistent with the purposes of the Xxxxxx Mae Acknowledgment Agreement to be executed among the Borrower, the Administrative Agent and Xxxxxx Xxx; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent Xxxxxx Mae supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxx Xxx Lender Contract, Xxxxxx Mae Acknowledgment Agreement or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; and provided further agrees that the security interest created hereby is and shall be subject to the following condition and such provision below shall to be included in each financing statement filed in respect hereof (defined terms used below shall have the meaning set forth in the Xxxxxx Xxx Acknowledgment Agreement): “The Security Interest described in this financing statement is subordinate to all rights of Xxxxxx Mae under (i) the terms of an Acknowledgment Agreement, with respect to the Security Interest (as defined therein) among Xxxxxx Xxx, Home Point Financial Corporation PennyMac Loan Services, LLC (the “DebtorServicer”), Private National Mortgage Acceptance Company, LLC, PFSI ISSUER TRUST – FMSR and Citibank, N.A., solely as Indenture Trustee under the Base Indenture, dated effective April 28, 2021, and not in its individual capacity, (ii) the terms of a Subordination of Interest Agreement, with respect to the Security Interest (as defined therein), among Xxxxxx Mae and Xxxxxxx Sachs Bank USA, as Administrative Agent for Lenders the Servicer and (iiiii) the Mortgage Selling and Servicing Contract, the Xxxxxx Xxx Selling Guide, the Xxxxxx Mae Servicing Guide and all supplemental servicing instructions or directives provided by Xxxxxx Xxx, all applicable master agreements, recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreements, and any other agreements between Xxxxxx Mae and the DebtorServicer, and all as amended, restated or supplemented from time to time (collectively, the “Xxxxxx Xxx Lender Contract”), which rights include the right of Xxxxxx Mae to terminate the Xxxxxx Xxx Lender Contract with or without cause and the right to sell, or have transferred, the Servicing Rights.”

Limited Pledge of Xxxxxx Xxx Servicing. Notwithstanding anything to the contrary contained herein or in any of the other Transaction DocumentsProgram Agreements, the pledge of the BorrowerSeller’s right, title and interest in the mortgage servicing rights under servicing contracts with Xxxxxx Mae MSRs under the Xxxxxx Xxx Lender Contract identified on each Schedule of Assets shall only secure the BorrowerSeller’s indebtedness and obligations debt to the Administrative Agent and each Lender Buyer incurred for (i) the purposes of securing (a) purchasing additional Mortgage Loan servicing rights and retaining current Mortgage Loan servicing rights, (b) purchasing a mortgage banking company (including a management buyout of an existing mortgage banking company) or (c) securing a warehouse line of credit and used for one of the purposes set forth in clauses (b) or (c), (b) a loan whose proceeds have been or will be used to acquire or retain through its origination activities rights in the Xxxxxx Mae Lender Contract in accordance with the provisions of the Xxxxxx Xxx Selling Guide and the Xxxxxx Mae Servicing Guide by the Borrower, (c) a loan whose proceeds have been or will be used to purchase from another mortgage banking company the contract right to service Mortgage Loans, or to purchase assets of, or stock issued by, such company, or (ii) any other purpose which Xxxxxx Xxx, in its sole and absolute discretion, considers to be consistent with the purposes of the Xxxxxx Mae Acknowledgment Agreement to be executed among the Borrower, the Administrative Agent and Xxxxxx Xxxcredit; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent Xxxxxx Mae Xxx supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxx Xxx Lender ContractServicing Contracts, Xxxxxx Mae Acknowledgment Agreement Agreements, or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; and provided further that the security interest created hereby is and shall be subject to the following condition and such provision below shall to be included in each financing statement filed in respect hereof (defined terms used below shall have the meaning set forth in the Xxxxxx Xxx applicable Acknowledgment Agreement): “The Security Interest described in created by this financing statement is subject and subordinate to all rights rights, powers, and prerogatives of Xxxxxx Mae Xxx under and in connection with (i) the terms and conditions of an that certain Acknowledgment Agreement, with respect to the Security Interest among Interest, by and between Xxxxxx XxxMae, Home Point Financial Corporation PennyMac Loan Services, LLC (the “Debtor”) and Xxxxxxx Sachs Bank USACredit Suisse First Boston Mortgage Capital LLC, as Administrative Agent for Lenders and (ii) the Mortgage Selling and Servicing Contract, the Contract and all applicable Pool Purchase Contracts between Xxxxxx Xxx Selling Guide, the Xxxxxx Mae Servicing Guide and all supplemental servicing instructions or directives provided by Xxxxxx Xxx, all applicable master agreements, recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreements, and any other agreements between Xxxxxx Mae and the Debtor, and all (iii) the Selling Guide, Servicing Guide, and other Guides, as amended, restated or supplemented each of such Guides is amended from time to time ((ii) and (iii) collectively, the “Xxxxxx Xxx Lender Mae Contract”), which rights include rights, powers, and prerogatives include, without limitation, the right of Xxxxxx Mae Xxx to terminate the Xxxxxx Xxx Lender Mae Contract with or without cause and the right to sell, or have transferred, the Servicing RightsRights as therein provided.”

Limited Pledge of Xxxxxx Xxx Servicing. Notwithstanding anything to To the contrary contained herein or in any of the other Transaction Documents, extent that the pledge of the BorrowerPledgor’s right, title and interest in the Xxxxxx Mae MSRs under Sold MSR Excess Spread shall at any time be included within the Xxxxxx Xxx Lender Contract identified on each Schedule of Assets shall only secure the Borrower’s indebtedness and obligations to the Administrative Agent and each Lender incurred for (i) the purposes of securing (a) a warehouse line of credit and used for one of the purposes set forth in clauses (b) or (c), (b) a loan whose proceeds have been or will be used to acquire or retain through its origination activities rights in the Xxxxxx Mae Lender Contract in accordance with the provisions of the Xxxxxx Xxx Selling Guide and the Xxxxxx Mae Servicing Guide by the Borrower, (c) a loan whose proceeds have been or will be used to purchase from another mortgage banking company the contract right to service Mortgage Loans, or to purchase assets of, or stock issued by, such company, or (ii) any other purpose which Xxxxxx Xxx, in its sole and absolute discretion, considers to be consistent with the purposes of the Xxxxxx Mae Acknowledgment Agreement to be executed among the BorrowerMSRs, the Administrative Agent Pledgor and Xxxxxx Xxx; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if Buyer each acknowledges and to the extent Xxxxxx Mae supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxx Xxx Lender Contract, Xxxxxx Mae Acknowledgment Agreement or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; and provided further agrees that the security interest created hereby is and shall be subject to the following condition and such provision below shall to be included in each financing statement filed in respect hereof (defined terms used below shall have the meaning set forth in the Xxxxxx Xxx applicable Acknowledgment Agreement): “The Security Interest described in this financing statement is subordinate to all rights of Xxxxxx Mae under (i) the terms of an Acknowledgment Agreement, with respect to the Security Interest (as defined therein) among Xxxxxx Xxx, Home Point Financial Corporation PennyMac Corp. (the “DebtorServicer”), PennyMac Holdings, LLC, PennyMac Mortgage Investment Trust and Citibank, N.A., solely as Indenture Trustee under the Base Indenture, dated December 20, 2017, and not in its individual capacity, (ii) the terms of a Subordination of Interest Agreement, with respect to the Security Interest (as defined therein), among Xxxxxx Mae, the Servicer and Xxxxxxx Sachs Bank USAPennyMac Holdings, as Administrative Agent for Lenders LLC, and (iiiii) the Mortgage Selling and Servicing Contract, the Xxxxxx Xxx Selling Guide, the Xxxxxx Mae Servicing Guide and all supplemental servicing instructions or directives provided by Xxxxxx Xxx, all applicable master agreements, recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreements, and any other agreements between Xxxxxx Mae and the DebtorServicer, and all as amended, restated or supplemented from time to time (collectively, the “Xxxxxx Xxx Lender Contract”), which rights include the right of Xxxxxx Mae to terminate the Xxxxxx Xxx Lender Contract with or without cause and the right to sell, or have transferred, the Servicing Rights.”

Limited Pledge of Xxxxxx Xxx Servicing. Notwithstanding anything to the contrary contained herein or in any of the other Transaction Documents, the pledge of the Borrower’s right, title and interest in the Xxxxxx Mae Xxx MSRs under the Xxxxxx Xxx Lender Servicing Contract identified on each Schedule of Assets shall only secure the Borrower’s indebtedness and obligations to the Administrative Agent and each Lender incurred for (i) the purposes of securing (a) a warehouse line of credit and used for one of the purposes set forth in clauses (b) or (c), (b) a loan whose proceeds have been or will be used to acquire or retain through its origination activities rights in the Xxxxxx Mae Lender Xxx Servicing Contract in accordance with the provisions of the Xxxxxx Xxx Selling Guide and the Xxxxxx Mae Xxx Servicing Guide by the Borrower, Borrower or (c) a loan whose proceeds have been or will be used to purchase from another mortgage banking company the contract right to service Mortgage Loans, or to purchase assets of, or stock issued by, such company, or (ii) any other purpose which Xxxxxx Xxx, in its sole and absolute discretion, considers to be consistent with the purposes of the Xxxxxx Mae Xxx Acknowledgment Agreement to be executed among the Borrower, the Administrative Agent and Xxxxxx XxxAgreement; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent Xxxxxx Mae Xxx supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxx Xxx Lender Servicing Contract, Xxxxxx Mae Xxx Acknowledgment Agreement or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; and provided further that the security interest created hereby in the Xxxxxx Xxx MSRs is and shall be subject to the following condition and such provision below shall be included in each financing statement filed in respect hereof (defined terms used below shall have the meaning set forth in the Xxxxxx Xxx Acknowledgment Agreement): “The Security Interest described in this financing statement is subordinate to all rights of Xxxxxx Mae Xxx under (i) the terms of an Acknowledgment Agreement, with respect to the Security Interest among Xxxxxx Xxx, Home Point Financial Corporation xxxxXxxxx.xxx, LLC (the “Debtor”) and Xxxxxxx Sachs Xxxxx Bank USA, as Administrative Agent for Lenders and (ii) the Mortgage Selling and Servicing Contract, the Xxxxxx Xxx Selling Guide, the Xxxxxx Mae Xxx Servicing Guide and all supplemental servicing instructions or directives provided by Xxxxxx Xxx, all applicable master agreements, recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreements, and any other agreements between Xxxxxx Mae Xxx and the Debtor, and all as amended, restated or supplemented from time to time (collectively, the “Xxxxxx Xxx Lender Contract”), which rights include the right of Xxxxxx Mae Xxx to terminate the Xxxxxx Xxx Lender Contract with or without cause and the right to sell, or have transferred, the Servicing Rights.”” 742613903 21686243

Limited Pledge of Xxxxxx Xxx Servicing. Notwithstanding anything to To the contrary contained herein or in any of the other Transaction Documents, extent that the pledge of the BorrowerPledgor’s right, title and interest in the Xxxxxx Mae MSRs under the Xxxxxx Xxx Lender Contract identified on each Schedule of Assets Portfolio Excess Spread shall only secure the Borrower’s indebtedness and obligations to the Administrative Agent and each Lender incurred for (i) the purposes of securing (a) a warehouse line of credit and used for one of the purposes set forth in clauses (b) or (c), (b) a loan whose proceeds have been or will at any time be used to acquire or retain through its origination activities rights in the Xxxxxx Mae Lender Contract in accordance with the provisions of the Xxxxxx Xxx Selling Guide and included within the Xxxxxx Mae Servicing Guide by Rights the BorrowerPledgor and Lender each acknowledges and agrees that prior to the occurrence of an Event of Default, (cx) PLS is entitled to servicing income with respect to a loan whose proceeds have been or will be used given mortgage pool only so long as PLS is an issuer in good standing pursuant to purchase from another Xxxxxx Xxx rules, regulations, guides and similar announcements; (y) upon PLS’s loss of such good-standing issuer status, PLS’s rights to any servicing income related to a given mortgage banking company pool also terminate; and (z) the contract pledge of the Pledgor’s rights to servicing income conveys no rights (such as a right to service Mortgage Loansbecome a substitute servicer or issuer) that are not otherwise specifically provided for in the rules, regulations, guides or to purchase assets ofsimilar announcements by Xxxxxx Mae, or stock issued by, such company, or (ii) any other purpose which Xxxxxx Xxx, in its sole and absolute discretion, considers to be consistent with the purposes of the Xxxxxx Mae Acknowledgment Agreement to be executed among the Borrower, the Administrative Agent and Xxxxxx Xxx; provided, provided that the foregoing provisions of this paragraph sentence shall automatically be deemed automatically supplemented amended or amended modified if and to the extent Xxxxxx Mae supplements or Xxx amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxx Xxx Lender ContractServicing Contracts, Xxxxxx Mae Acknowledgment Agreement Agreements, if any, or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; and provided further that the security interest created hereby is and shall be subject to the following condition and such provision below shall to be included in each financing statement filed in respect hereof (defined terms used below shall have the meaning set forth in the Xxxxxx Xxx applicable Acknowledgment Agreement): “The Security Interest described property subject to the security interest reflected in this financing statement instrument includes all of the right, title and interest of PennyMac Loan Services, LLC (“Debtor”) in certain mortgages and/or participation interests related to such mortgages (“Pooled Mortgages”) and pooled under the mortgage-backed securities program of the Government National Mortgage Association (“Xxxxxx Mae”), pursuant to section 306(g) of the National Housing Act, 12 U.S.C. § 1721(g); To the extent that the security interest reflected in this instrument relates in any way to the Pooled Mortgages, such security interest is subject and subordinate to all rights rights, powers and prerogatives of Xxxxxx Mae Xxx, whether now existing or hereafter arising, under and in connection with: (i) 12 U.S.C. § 1721(g) and any implementing regulations; (ii) the terms and conditions of an that certain Acknowledgment Agreement, with respect to the Security Interest among Interest, by and between Xxxxxx XxxMae, Home Point Financial Corporation Debtor and Credit Suisse First Boston Mortgage Capital LLC; (the “iii) applicable Guaranty Agreements and contractual agreements between Xxxxxx Xxx and Debtor”) and Xxxxxxx Sachs Bank USA, as Administrative Agent for Lenders ; and (iiiv) the Mortgage Selling and Servicing Contract, the Xxxxxx Xxx Selling Guide, the Xxxxxx Mae Servicing Guide and all supplemental servicing instructions or directives provided by Xxxxxx XxxMortgage-Backed Securities Guide, all applicable master agreements, recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreementsHandbook 5500.3 Rev. 1, and any other agreements between applicable guides; and Such rights, powers and prerogatives of Xxxxxx Mae and the Xxx include, but are not limited to, Xxxxxx Mae’s right, by issuing a letter of extinguishment to Debtor, to effect and complete the extinguishment of all redemption, equitable, legal or other right, title or interest of Debtor in the Pooled Mortgages, in which event the security interest as amended, restated or supplemented from time it relates in any way to time (collectively, the “Xxxxxx Xxx Lender Contract”), which rights include the right of Xxxxxx Mae to terminate the Xxxxxx Xxx Lender Contract with or without cause Pooled Mortgages shall instantly and the right to sell, or have transferred, the Servicing Rightsautomatically be extinguished as well.”

Limited Pledge of Xxxxxx Xxx Servicing. Notwithstanding anything to the contrary contained herein or in any of the other Transaction Documents, the pledge of the Borrower’s right, title The Buyer acknowledges and interest in the Xxxxxx Mae MSRs under the Xxxxxx Xxx Lender Contract identified on each Schedule of Assets shall only secure the Borrower’s indebtedness and obligations to the Administrative Agent and each Lender incurred for (i) the purposes of securing (a) a warehouse line of credit and used for one of the purposes set forth in clauses (b) or (c), (b) a loan whose proceeds have been or will be used to acquire or retain through its origination activities rights in the Xxxxxx Mae Lender Contract in accordance with the provisions of the Xxxxxx Xxx Selling Guide and the Xxxxxx Mae Servicing Guide by the Borrower, (c) a loan whose proceeds have been or will be used to purchase from another mortgage banking company the contract right to service Mortgage Loans, or to purchase assets of, or stock issued by, such company, or (ii) any other purpose which Xxxxxx Xxx, in its sole and absolute discretion, considers to be consistent with the purposes of the Xxxxxx Mae Acknowledgment Agreement to be executed among the Borrower, the Administrative Agent and Xxxxxx Xxx; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent Xxxxxx Mae supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxx Xxx Lender Contract, Xxxxxx Mae Acknowledgment Agreement or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; and provided further agrees that the security interest created hereby is and shall be subject to the following condition and such provision below shall to be included in each financing statement filed in respect hereof (defined terms used below shall have the meaning set forth in the Xxxxxx Xxx Acknowledgment Agreement): “The Security Interest described in this financing statement is subordinate to all rights of Xxxxxx Mae under (i) the terms of an Acknowledgment Agreement, with respect to the Security Interest (as defined therein) among Xxxxxx Xxx, Home Point Financial Corporation PennyMac Corp. (the “DebtorServicer”), PennyMac Holdings, LLC, PennyMac Mortgage Investment Trust and Citibank, N.A., solely as Indenture Trustee under the Base Indenture, dated December 20, 2017, and not in its individual capacity, (ii) the terms of a Subordination of Interest Agreement, with respect to the Security Interest (as defined therein), among Xxxxxx Mae, the Servicer and Xxxxxxx Sachs Bank USAPennyMac Holdings, as Administrative Agent for Lenders LLC, and (iiiii) the Mortgage Selling and Servicing Contract, the Xxxxxx Xxx Selling Guide, the Xxxxxx Mae Servicing Guide and all supplemental servicing instructions or directives provided by Xxxxxx Xxx, all applicable master agreements, recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreements, and any other agreements between Xxxxxx Mae and the DebtorServicer, and all as amended, restated or supplemented from time to time (collectively, the “Xxxxxx Xxx Lender Contract”), which rights include the right of Xxxxxx Mae to terminate the Xxxxxx Xxx Lender Contract with or without cause and the right to sell, or have transferred, the Servicing Rights.”

Limited Pledge of Xxxxxx Xxx Servicing. Notwithstanding anything to the contrary contained herein or in any of the other Transaction Documents, the pledge of the Borrower’s right, title Buyer acknowledges and interest in the Xxxxxx Mae MSRs under the Xxxxxx Xxx Lender Contract identified on each Schedule of Assets shall only secure the Borrower’s indebtedness and obligations to the Administrative Agent and each Lender incurred for (i) the purposes of securing (a) a warehouse line of credit and used for one of the purposes set forth in clauses (b) or (c), (b) a loan whose proceeds have been or will be used to acquire or retain through its origination activities rights in the Xxxxxx Mae Lender Contract in accordance with the provisions of the Xxxxxx Xxx Selling Guide and the Xxxxxx Mae Servicing Guide by the Borrower, (c) a loan whose proceeds have been or will be used to purchase from another mortgage banking company the contract right to service Mortgage Loans, or to purchase assets of, or stock issued by, such company, or (ii) any other purpose which Xxxxxx Xxx, in its sole and absolute discretion, considers to be consistent with the purposes of the Xxxxxx Mae Acknowledgment Agreement to be executed among the Borrower, the Administrative Agent and Xxxxxx Xxx; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent Xxxxxx Mae supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxx Xxx Lender Contract, Xxxxxx Mae Acknowledgment Agreement or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; and provided further agrees that the security interest created hereby is and shall be subject to the following condition and such provision below shall to be included in each financing statement filed in respect hereof (defined terms used below shall have the meaning set forth in the Xxxxxx Xxx Acknowledgment Agreement): “The Security Interest described in this financing statement is subject and subordinate to all rights of Xxxxxx Mae under (i) the terms of an Acknowledgment Agreement, with respect to the Security Interest (as defined therein) among Xxxxxx Xxx, Home Point Financial Corporation PennyMac Corp. (the “DebtorServicer”), PennyMac Holdings, LLC, PennyMac Mortgage Investment Trust and Citibank, N.A., solely as Indenture Trustee under the Base Indenture, dated December 20, 2017, and not in its individual capacity, (ii) the terms of a Subordination of Interest Agreement, with respect to the Security Interest (as defined therein), among Xxxxxx Mae, the Servicer and Xxxxxxx Sachs Bank USAPennyMac Holdings, as Administrative Agent for Lenders LLC, and (iiiii) the Mortgage Selling and Servicing Contract, the Xxxxxx Xxx Selling Guide, the Xxxxxx Mae Servicing Guide and all supplemental servicing instructions or directives provided by Xxxxxx Xxx, all applicable master agreements, recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreements, and any other agreements between Xxxxxx Mae and the DebtorServicer, and all as amended, restated or supplemented from time to time (collectively, the “Xxxxxx Xxx Lender Contract”), which rights include the right of Xxxxxx Mae to terminate the Xxxxxx Xxx Lender Contract with or without cause and the right to sell, or have transferred, the Servicing Rights.”

Limited Pledge of Xxxxxx Xxx Servicing. Notwithstanding anything to To the contrary contained herein or in any of the other Transaction Documents, extent that the pledge of the BorrowerPledgor’s right, title and interest in the Xxxxxx Mae MSRs under the Xxxxxx Xxx Lender Contract identified on each Schedule of Assets Portfolio Excess Spread shall only secure the Borrower’s indebtedness and obligations to the Administrative Agent and each Lender incurred for (i) the purposes of securing (a) a warehouse line of credit and used for one of the purposes set forth in clauses (b) or (c), (b) a loan whose proceeds have been or will at any time be used to acquire or retain through its origination activities rights in the Xxxxxx Mae Lender Contract in accordance with the provisions of the Xxxxxx Xxx Selling Guide and included within the Xxxxxx Mae Servicing Guide by Rights the BorrowerPledgor and Buyer each acknowledges and agrees that prior to the occurrence of an Event of Default, (cx) PLS is entitled to servicing income with respect to a loan whose proceeds have been or will be used given mortgage pool only so long as PLS is an issuer in good standing pursuant to purchase from another Xxxxxx Xxx rules, regulations, guides and similar announcements; (y) upon PLS’s loss of such good-standing issuer status, PLS’s rights to any servicing income related to a given mortgage banking company pool also terminate; and (z) the contract pledge of the Pledgor’s rights to servicing income conveys no rights (such as a right to service Mortgage Loansbecome a substitute servicer or issuer) that are not otherwise specifically provided for in the rules, regulations, guides or to purchase assets ofsimilar announcements by Xxxxxx Mae, or stock issued by, such company, or (ii) any other purpose which Xxxxxx Xxx, in its sole and absolute discretion, considers to be consistent with the purposes of the Xxxxxx Mae Acknowledgment Agreement to be executed among the Borrower, the Administrative Agent and Xxxxxx Xxx; provided, provided that the foregoing provisions of this paragraph sentence shall automatically be deemed automatically supplemented amended or amended modified if and to the extent Xxxxxx Mae supplements or Xxx amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxx Xxx Lender ContractServicing Contracts, Xxxxxx Mae Acknowledgment Agreement Agreements, if any, or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; and provided further that the security interest created hereby is and shall be subject to the following condition and such provision below shall to be included in each financing statement filed in respect hereof (defined terms used below shall have the meaning set forth in the Xxxxxx Xxx applicable Acknowledgment Agreement): “The Security Interest described property subject to the security interest reflected in this financing statement instrument includes all of the right, title and interest of PennyMac Loan Services, LLC (“Debtor”) in certain mortgages and/or participation interests related to such mortgages (“Pooled Mortgages”) and pooled under the mortgage-backed securities program of the Government National Mortgage Association (“Xxxxxx Mae”), pursuant to section 306(g) of the National Housing Act, 12 U.S.C. § 1721(g); To the extent that the security interest reflected in this instrument relates in any way to the Pooled Mortgages, such security interest is subject and subordinate to all rights rights, powers and prerogatives of Xxxxxx Mae Xxx, whether now existing or hereafter arising, under and in connection with: (i) 12 U.S.C. § 1721(g) and any implementing regulations; (ii) the terms and conditions of an that certain Acknowledgment Agreement, with respect to the Security Interest among Interest, by and between Xxxxxx XxxMae, Home Point Financial Corporation Debtor and Credit Suisse First Boston Mortgage Capital LLC; (the “iii) applicable Guaranty Agreements and contractual agreements between Xxxxxx Xxx and Debtor”) and Xxxxxxx Sachs Bank USA, as Administrative Agent for Lenders ; and (iiiv) the Mortgage Selling and Servicing Contract, the Xxxxxx Xxx Selling Guide, the Xxxxxx Mae Servicing Guide and all supplemental servicing instructions or directives provided by Xxxxxx XxxMortgage-Backed Securities Guide, all applicable master agreements, recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreementsHandbook 5500.3 Rev. 1, and any other agreements between applicable guides; and Such rights, powers and prerogatives of Xxxxxx Mae and the Xxx include, but are not limited to, Xxxxxx Mae’s right, by issuing a letter of extinguishment to Debtor, to effect and complete the extinguishment of all redemption, equitable, legal or other right, title or interest of Debtor in the Pooled Mortgages, in which event the security interest as amended, restated or supplemented from time it relates in any way to time (collectively, the “Xxxxxx Xxx Lender Contract”), which rights include the right of Xxxxxx Mae to terminate the Xxxxxx Xxx Lender Contract with or without cause Pooled Mortgages shall instantly and the right to sell, or have transferred, the Servicing Rightsautomatically be extinguished as well.”

Limited Pledge of Xxxxxx Xxx Servicing. Notwithstanding anything to To the contrary contained herein or in any of the other Transaction Documents, extent that the pledge of the BorrowerPledgor’s right, title and interest in the Xxxxxx Mae MSRs under the Xxxxxx Xxx Lender Contract identified on each Schedule of Assets Portfolio Excess Spread shall only secure the Borrower’s indebtedness and obligations to the Administrative Agent and each Lender incurred for (i) the purposes of securing (a) a warehouse line of credit and used for one of the purposes set forth in clauses (b) or (c), (b) a loan whose proceeds have been or will at any time be used to acquire or retain through its origination activities rights in the Xxxxxx Mae Lender Contract in accordance with the provisions of the Xxxxxx Xxx Selling Guide and included within the Xxxxxx Mae Servicing Guide by Rights the BorrowerPledgor and Lender each acknowledges and agrees that prior to the occurrence of an Event of Default, (cx) the Pledgor is entitled to servicing income with respect to a loan whose proceeds have been or will be used given mortgage pool only so long as Pledgor is an issuer in good standing pursuant to purchase from another Xxxxxx Xxx rules, regulations, guides and similar announcements; (y) upon the Pledgor’s loss of such good-standing issuer status, the Pledgor’s rights to any servicing income related to a given mortgage banking company pool also terminate; and (z) the contract pledge of the Pledgor’s rights to servicing income conveys no rights (such as a right to service Mortgage Loansbecome a substitute servicer or issuer) that are not otherwise specifically provided for in the rules, regulations, guides or to purchase assets ofsimilar announcements by Xxxxxx Mae, or stock issued by, such company, or (ii) any other purpose which Xxxxxx Xxx, in its sole and absolute discretion, considers to be consistent with the purposes of the Xxxxxx Mae Acknowledgment Agreement to be executed among the Borrower, the Administrative Agent and Xxxxxx Xxx; provided, provided that the foregoing provisions of this paragraph sentence shall automatically be deemed automatically supplemented amended or amended modified if and to the extent Xxxxxx Mae supplements or Xxx amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxx Xxx Lender ContractServicing Contracts, Xxxxxx Mae Acknowledgment Agreement Agreements, if any, or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; and provided further that the security interest created hereby is and shall be subject to the following condition and such provision below shall to be included in each financing statement filed in respect hereof (defined terms used below shall have the meaning set forth in the Xxxxxx Xxx applicable Acknowledgment Agreement): “The Security Interest described property subject to the security interest reflected in this financing statement instrument includes all of the right, title and interest of PennyMac Loan Services, LLC (“Debtor”) in certain mortgages and/or participation interests related to such mortgages (“Pooled Mortgages”) and pooled under the mortgage-backed securities program of the Government National Mortgage Association (“Xxxxxx Mae”), pursuant to section 306(g) of the National Housing Act, 12 U.S.C. § 1721(g); To the extent that the security interest reflected in this instrument relates in any way to the Pooled Mortgages, such security interest is subject and subordinate to all rights rights, powers and prerogatives of Xxxxxx Mae Xxx, whether now existing or hereafter arising, under and in connection with: (i) 12 U.S.C. § 1721(g) and any implementing regulations; (ii) the terms and conditions of an that certain Acknowledgment Agreement, with respect to the Security Interest among Interest, by and between Xxxxxx XxxMae, Home Point Financial Corporation Debtor and Credit Suisse First Boston Mortgage Capital LLC; (the “iii) applicable Guaranty Agreements and contractual agreements between Xxxxxx Xxx and Debtor”) and Xxxxxxx Sachs Bank USA, as Administrative Agent for Lenders ; and (iiiv) the Mortgage Selling and Servicing Contract, the Xxxxxx Xxx Selling Guide, the Xxxxxx Mae Servicing Guide and all supplemental servicing instructions or directives provided by Xxxxxx XxxMortgage-Backed Securities Guide, all applicable master agreements, recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreementsHandbook 5500.3 Rev. 1, and any other agreements between applicable guides; and Such rights, powers and prerogatives of Xxxxxx Mae and the Xxx include, but are not limited to, Xxxxxx Mae’s right, by issuing a letter of extinguishment to Debtor, to effect and complete the extinguishment of all redemption, equitable, legal or other right, title or interest of Debtor in the Pooled Mortgages, in which event the security interest as amended, restated or supplemented from time it relates in any way to time (collectively, the “Xxxxxx Xxx Lender Contract”), which rights include the right of Xxxxxx Mae to terminate the Xxxxxx Xxx Lender Contract with or without cause Pooled Mortgages shall instantly and the right to sell, or have transferred, the Servicing Rightsautomatically be extinguished as well.”

Limited Pledge of Xxxxxx Xxx Servicing. Notwithstanding anything to To the contrary contained herein or in any of the other Transaction Documents, extent that the pledge of the BorrowerSeller’s right, title and interest in the mortgage servicing rights under Servicing Contracts with Xxxxxx Mae MSRs under shall at any time be included within the security interest created hereby, the Buyer acknowledges and agrees that (x) the Seller is entitled to servicing income with respect to a given mortgage pool only so long as Seller is an issuer in good standing pursuant to Xxxxxx Xxx Lender Contract identified on each Schedule rules, regulations, guides and similar announcements; (y) upon the Seller’s loss of Assets shall only secure such good-standing issuer status, the BorrowerBuyer’s indebtedness rights to any servicing income related to a given mortgage pool also terminate; and obligations to the Administrative Agent and each Lender incurred for (iz) the purposes of securing (a) a warehouse line of credit and used for one pledge of the purposes set forth in clauses Seller’s rights to servicing income conveys no rights (bsuch as a right to become a substitute servicer or issuer) or (c), (b) a loan whose proceeds have been or will be used to acquire or retain through its origination activities rights that are not otherwise specifically provided for in the rules, regulations, guides or similar announcements by Xxxxxx Mae Lender Contract in accordance with the provisions of the Xxxxxx Xxx Selling Guide and the Xxxxxx Mae Servicing Guide by the BorrowerMae, (c) a loan whose proceeds have been or will be used to purchase from another mortgage banking company the contract right to service Mortgage Loans, or to purchase assets of, or stock issued by, such company, or (ii) any other purpose which Xxxxxx Xxx, in its sole and absolute discretion, considers to be consistent with the purposes of the Xxxxxx Mae Acknowledgment Agreement to be executed among the Borrower, the Administrative Agent and Xxxxxx Xxx; provided, provided that the foregoing provisions of this paragraph sentence shall automatically be deemed automatically supplemented amended or amended modified if and to the extent Xxxxxx Mae supplements or Xxx amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxx Xxx Lender ContractServicing Contracts, Xxxxxx Mae the applicable Acknowledgment Agreement Agreements, if any, or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; and provided further that the security interest created hereby is and shall be subject to the following condition and such provision below shall to be included in each financing statement filed in respect hereof (defined terms used below shall have the meaning set forth in the Xxxxxx Xxx applicable Acknowledgment Agreement): “The Security Interest described property subject to the security interest reflected in this financing statement instrument includes all of the right, title and interest of PennyMac Loan Services, LLC (“Debtor”) in certain mortgages and/or participation interests related to such mortgages (“Pooled Mortgages”) and all right, title and interest of PennyMac Holdings, LLC in such Pooled Mortgages, and pooled under the mortgage-backed securities program of the Government National Mortgage Association (“Xxxxxx Mae”), pursuant to section 306(g) of the National Housing Act, 12 U.S.C. § 1721(g); To the extent that the security interest reflected in this instrument relates in any way to the Pooled Mortgages, such security interest is subject and subordinate to all rights rights, powers and prerogatives of Xxxxxx Mae Xxx, whether now existing or hereafter arising, under and in connection with: (i) 12 U.S.C. § 1721(g) and any implementing regulations; (ii) the terms and conditions of an that certain Acknowledgment Agreement, with respect to the Security Interest Interest, by and among Xxxxxx XxxMae, Home Point Financial Corporation Debtor and Credit Suisse First Boston Mortgage Capital LLC; (iii) applicable Guaranty Agreements and contractual agreements between Xxxxxx Xxx and the “Debtor”) and Xxxxxxx Sachs Bank USA, as Administrative Agent for Lenders ; and (iiiv) the Mortgage Selling and Servicing Contract, the Xxxxxx Xxx Selling Guide, the Xxxxxx Mae Servicing Guide and all supplemental servicing instructions or directives provided by Xxxxxx XxxMortgage-Backed Securities Guide, all applicable master agreements, recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreementsHandbook 5500.3 Rev. 1, and any other agreements between applicable guides; and such rights, powers and prerogatives of Xxxxxx Mae and the Xxx include, but are not limited to, Xxxxxx Mae’s right, by issuing a letter of extinguishment to Debtor, to effect and complete the extinguishment of all redemption, equitable, legal or other right, title or interest of the Debtor in the Pooled Mortgages, in which event the security interest as amended, restated or supplemented from time it relates in any way to time (collectively, the “Xxxxxx Xxx Lender Contract”), which rights include the right of Xxxxxx Mae to terminate the Xxxxxx Xxx Lender Contract with or without cause Pooled Mortgages shall instantly and the right to sell, or have transferred, the Servicing Rightsautomatically be extinguished as well.”

Limited Pledge of Xxxxxx Xxx Servicing. Notwithstanding anything to the contrary contained herein or in any Each of the other Transaction Documents, the pledge of the Borrower’s right, title Buyers acknowledges and interest in the Xxxxxx Mae MSRs under the Xxxxxx Xxx Lender Contract identified on each Schedule of Assets shall only secure the Borrower’s indebtedness and obligations to the Administrative Agent and each Lender incurred for (i) the purposes of securing (a) a warehouse line of credit and used for one of the purposes set forth in clauses (b) or (c), (b) a loan whose proceeds have been or will be used to acquire or retain through its origination activities rights in the Xxxxxx Mae Lender Contract in accordance with the provisions of the Xxxxxx Xxx Selling Guide and the Xxxxxx Mae Servicing Guide by the Borrower, (c) a loan whose proceeds have been or will be used to purchase from another mortgage banking company the contract right to service Mortgage Loans, or to purchase assets of, or stock issued by, such company, or (ii) any other purpose which Xxxxxx Xxx, in its sole and absolute discretion, considers to be consistent with the purposes of the Xxxxxx Mae Acknowledgment Agreement to be executed among the Borrower, the Administrative Agent and Xxxxxx Xxx; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent Xxxxxx Mae supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxx Xxx Lender Contract, Xxxxxx Mae Acknowledgment Agreement or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; and provided further agrees that the security interest created hereby is and shall be subject to the following condition and such provision below shall to be included in each financing statement filed in respect hereof (defined terms used below shall have the meaning set forth in the Xxxxxx Xxx Acknowledgment Agreement): “The Security Interest described in this financing statement is subordinate to all rights of Xxxxxx Mae Xxx under (i) the terms of an the Fifth Amended and Restated Acknowledgment Agreement, dated effective October 10, 2023, as amended, restated or supplemented from time to time, with respect to the Security Interest among Xxxxxx Xxx, Home Point Financial Corporation PennyMac Corp. (the “DebtorServicer”), PennyMac Holdings, LLC, PennyMac Mortgage Investment Trust and Citibank, N.A., solely as Indenture Trustee under the Base Indenture, and not in its individual capacity, (ii) the terms of the Fourth Amended and Xxxxxxx Sachs Bank USARestated Subordination of Interest Agreement, with respect to the Security Interest (as Administrative Agent for Lenders defined therein), among Xxxxxx Xxx, PennyMac Corp., and PennyMac Holdings, LLC, and (iiiii) the Mortgage Selling and Servicing Contract, the Xxxxxx Xxx Selling Guide, the Xxxxxx Mae Xxx Servicing Guide and all supplemental servicing instructions or directives provided by Xxxxxx Xxx, all applicable master agreements, recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreements, and any other agreements between Xxxxxx Mae Xxx and the DebtorServicer, and all as amended, restated or supplemented from time to time (collectively, the “Xxxxxx Xxx Lender Contract”), which rights include the right of Xxxxxx Mae Xxx to terminate the Xxxxxx Xxx Lender Contract with or without cause and the right to sell, or have transferred, the Servicing Rights.”