Common use of Limited Pledge of Xxxxxxx Mac Servicing Clause in Contracts

Limited Pledge of Xxxxxxx Mac 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 Xxxxxxx Mac MSRs under the Xxxxxxx Mac 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 the following limited purposes: (i) to fund the Borrower’s purchase of additional servicing portfolios; (ii) to effect the Borrower’s purchase of a mortgage banking company; (iii) to fund the Borrower’s working capital consistent with its residential mortgage business operations or (iv) any other purpose which Xxxxxxx Mac, in its sole and absolute discretion, considers to be consistent with the purposes of the Xxxxxxx Mac Acknowledgment Agreement; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent Xxxxxxx Mac supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxxx Mac Servicing Contract, the Xxxxxxx Mac 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 shall, following execution of the Xxxxxxx Mac Acknowledgment Agreement, be subject to the following condition and such provision below shall be included in each financing statement filed in respect hereof after execution of the Xxxxxxx Mac Acknowledgment Agreement (defined terms used below shall have the meaning set forth in the Xxxxxxx Mac Acknowledgment Agreement): “Notwithstanding anything to the contrary herein, the security interest publicized or perfected by this financing statement is subject and subordinate in each and every respect (a) to all rights, powers and prerogatives of the Federal Home Loan Mortgage Corporation (“Xxxxxxx Mac”) under and in connection with the Purchase Documents, as that term is defined in the Xxxxxxx Mac Single-Family Seller/Servicer Guide, which rights include, without limitation, the right of Xxxxxxx Mac to disqualify (in whole or in part) the debtor named herein as an approved Xxxxxxx Mac Seller/Servicer, with or without cause, and the right to terminate (in whole or in part) the unitary, indivisible master servicing contract and to transfer and sell all or any portion of said servicing contract rights, as provided in the Purchase Documents; and (b) to all claims of Xxxxxxx Mac arising out of or relating to any and all breaches, defaults and outstanding obligations of the debtor to Xxxxxxx Mac.”

Limited Pledge of Xxxxxxx Mac Servicing. Notwithstanding anything to the contrary contained herein or in any of the other Transaction DocumentsFacilities Papers, the pledge of the Borrower’s Companies’ right, title and interest in the mortgage servicing rights under Servicing Agreements with Xxxxxxx Mac MSRs under the Xxxxxxx Mac Servicing Contract identified on each Schedule of Assets shall only secure the Borrower’s Companies’ indebtedness and obligations to Agent (as agent and representative of the Administrative Agent and each Lender Lenders) incurred for the following limited purposes: (i) the purposes of securing (a) a warehouse line of credit, (b) a loan whose proceeds have been or will be used to fund acquire rights in such Xxxxxxx Mac Loan Servicing Agreements in accordance with the Borrower’s provisions of the Xxxxxxx Xxx Xxxxxxx’ and Servicers’ Guide, (c) a loan whose proceeds have been or will be used to acquire assets of, or stock issued by, the Company, (d) a loan whose proceeds have been or will be used to purchase of additional servicing portfolios; from another mortgage banking company the contract right to service Serviced Mortgages, or to purchase assets of, or stock issued by, such company, (e) a loan whose proceeds have been or will be used as working capital, or (ii) to effect the Borrower’s purchase of a mortgage banking company; (iii) to fund the Borrower’s working capital consistent with its residential mortgage business operations or (iv) any other purpose which Xxxxxxx Mac, in its sole and absolute discretion, considers to be consistent with the purposes of its Acknowledgment Agreement to be executed among the Company, the Agent and Xxxxxxx Mac Acknowledgment AgreementMac, and accordingly permits; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent Xxxxxxx Mac supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxxx Mac Servicing ContractAgreements, the Xxxxxxx Mac 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 shall, following execution of the Xxxxxxx Mac Acknowledgment Agreement, be is subject to the following condition and such provision below shall to be included in each financing statement filed in respect hereof after execution of the Xxxxxxx Mac Acknowledgment Agreement (defined terms used below shall have the meaning set forth in the Xxxxxxx Mac Acknowledgment Agreement): “Notwithstanding anything to the contrary herein, the hereof: The security interest publicized or perfected by referred to in this financing statement is subject and subordinate in each and every respect (a) to all rights, powers and prerogatives of one or more of the following: the Federal Home Loan Mortgage Corporation (“Xxxxxxx Mac”), the Federal National Mortgage Association (“Xxxxxx Mae”), the Government National Mortgage Association (“Xxxxxx Xxx”) under or such other investors that own mortgage loans, or which guaranty payments on securities based on and backed by pools or mortgage loans, identified on the exhibit(s) or schedule(s) attached to this financing statement and in connection with the Purchase Documents, as that term is defined in the favor of which investors (other than Xxxxxxx Mac Single-Family Seller/Servicer Guideor Xxxxxx Xxx) Agent has executed a separate subordination agreement (the “Investors”); and (b) to all claims of an Investor arising out of any and all defaults and outstanding prerogatives of the Investor. Such rights, which rights powers and prerogatives of the Investors may include, without limitation, one or more of the following: the right of Xxxxxxx Mac an Investor to disqualify (in whole or in part) the debtor named herein as an approved Xxxxxxx Mac Seller/Servicer, from participating in a mortgage selling or servicing program or a securities guaranty program with or without cause, and the Investor; the right to terminate (in whole contract rights of the debtor relating to such a mortgage selling or in part) servicing program or securities guaranty program and the unitary, indivisible master servicing contract and right to transfer and sell all or any portion of said servicing such contract rights following the termination of those rights, as provided in the Purchase Documents; and (b) to all claims of Xxxxxxx Mac arising out of or relating to any and all breaches, defaults and outstanding obligations of the debtor to Xxxxxxx Mac.”

Limited Pledge of Xxxxxxx Mac 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 Xxxxxxx Mac MSRs under the Xxxxxxx Mac 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 the following limited purposes: (i) the purposes of securing (a) a warehouse line of credit and used for one of the purposes set forth in clauses (b) through (e), (b) a loan whose proceeds have been or will be used to fund acquire rights in such Xxxxxxx Mac Servicing Contract in accordance with the provisions of the Xxxxxxx Xxx Xxxxxxx’ and Servicers’ Guide, (c) a loan whose proceeds have been or will be used to acquire assets of, or stock issued by, Borrower’s , (d) a loan whose proceeds have been or will be used to purchase of additional servicing portfolios; from another mortgage banking company the contract right to service Mortgage Loans, or to purchase assets of, or stock issued by, such company, (e) a loan whose proceeds have been or will be used as working capital, or (ii) to effect the Borrower’s purchase of a mortgage banking company; (iii) to fund the Borrower’s working capital consistent with its residential mortgage business operations or (iv) any other purpose which Xxxxxxx Mac, in its sole and absolute discretion, considers to be consistent with the purposes of the its Acknowledgment Agreement to be executed among Borrower, Lender and Xxxxxxx Mac Acknowledgment AgreementMac; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent Xxxxxxx Mac supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxxx Mac Servicing ContractContracts, the Xxxxxxx Mac 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 shall, following execution of the Xxxxxxx Mac Acknowledgment Agreement, be is subject to the following condition and such provision below shall to be included in each financing statement filed in respect hereof after execution of the Xxxxxxx Mac Acknowledgment Agreement (defined terms used below shall have the meaning set forth in the Xxxxxxx Mac applicable Acknowledgment Agreement): “Notwithstanding anything to the contrary herein, the The security interest publicized or perfected by referred to in this financing statement is subject and subordinate in each and every respect (a) to all rights, powers and prerogatives of one or more of the following: the Federal Home Loan Mortgage Corporation (“Xxxxxxx Mac”), the Federal National Mortgage Association (“Xxxxxx Mae”), the Government National Mortgage Association (“Xxxxxx Xxx”) under or such other investors that own mortgage loans, or which guaranty payments on securities based on and in connection with backed by pools of mortgage loans, identified on the Purchase Documentsexhibit(s) or schedule(s) attached to this financing statement (the “Investors”); and (b) to all claims of an Investor arising out of any and all defaults and outstanding obligations of the debtor to the Investor. Such rights, as that term is defined in powers and prerogatives of the Xxxxxxx Mac Single-Family Seller/Servicer Guide, which rights Investors may include, without limitation, one or more of the following: the right of Xxxxxxx Mac an Investor to disqualify (in whole or in part) the debtor named herein as an approved Xxxxxxx Mac Seller/Servicer, from participating in a mortgage selling or servicing program or a securities guaranty program with or without cause, and the Investor; the right to terminate (in whole contract rights of the debtor relating to such a mortgage selling or in part) servicing program or securities guaranty program; and the unitary, indivisible master servicing contract and right to transfer and sell all or any portion of said servicing such contract rights following the termination of those rights, as provided in the Purchase Documents; and (b) to all claims of Xxxxxxx Mac arising out of or relating to any and all breaches, defaults and outstanding obligations of the debtor to Xxxxxxx Mac.”

Limited Pledge of Xxxxxxx Mac 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 Xxxxxxx Mac MSRs under the Xxxxxxx Mac Servicing Contract identified on each the Schedule of Assets shall only secure the Borrower’s indebtedness and obligations to the Administrative Agent and each Lender incurred for the following limited purposes: (i) to fund the Borrower’s purchase of additional servicing portfolios; (ii) to effect the Borrower’s purchase of a mortgage banking company; (iii) to fund the Borrower’s working capital consistent with its residential mortgage business operations or (iv) any other purpose which Xxxxxxx Mac, in its sole and absolute discretion, considers to be consistent with the purposes of the Initial Xxxxxxx Mac Acknowledgment Agreement or the Xxxxxxx Mac Acknowledgment Agreement, as applicable; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent Xxxxxxx Mac supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxxx Mac Servicing Contract, the Initial Xxxxxxx Mac Acknowledgment Agreement, Xxxxxxx Mac 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 shall, following execution of the Initial Xxxxxxx Mac Acknowledgment Agreement, and the Xxxxxxx Mac Acknowledgment Agreement, as applicable be subject to the following condition and such provision below shall be included in each financing statement filed in respect hereof after execution of the Initial Xxxxxxx Mac Acknowledgment Agreement and the Xxxxxxx Mac Acknowledgment Agreement, as applicable (defined terms used below shall have the meaning set forth in the Initial Xxxxxxx Mac Acknowledgment Agreement and the Xxxxxxx Mac Acknowledgment Agreement, once executed): “Notwithstanding anything to the contrary herein, the security interest publicized or perfected by this financing statement is subject and subordinate in each and every respect (a) to all rights, powers and prerogatives of the Federal Home Loan Mortgage Corporation (“Xxxxxxx Mac”) under and in connection with the Purchase Documents, as that term is defined in the Xxxxxxx Mac Single-Family Seller/Servicer Guide, which rights include, without limitation, the right of Xxxxxxx Mac to disqualify (in whole or in part) the debtor named herein as an approved Xxxxxxx Mac Seller/Servicer, with or without cause, and the right to terminate (in whole or in part) the unitary, indivisible master servicing contract and to transfer and sell all or any portion of said servicing contract rights, as provided in the Purchase Documents; and (b) to all claims of Xxxxxxx Mac arising out of or relating to any and all breaches, defaults and outstanding obligations of the debtor to Xxxxxxx Mac.”

Limited Pledge of Xxxxxxx Mac 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 Servicing Rights under Approved Servicing Agreement with Xxxxxxx Mac MSRs under the Xxxxxxx Mac Servicing Contract identified on each Schedule of Assets shall only secure the Borrower’s indebtedness and obligations to the Administrative Agent and each Lender Bank incurred for the following limited purposes: (i) to fund the Borrower’s purchase of additional servicing portfoliosportfolio; (ii) to effect the Borrower’s purchase of a mortgage banking company; (iii) to fund the Borrower’s working capital consistent with its residential mortgage business operations operations; or (iv) any other purpose which Xxxxxxx Mac, in its sole and absolute discretion, considers to be consistent with the purposes of the its Acknowledgment Agreement to be executed among Borrower, Bank and Xxxxxxx Mac Acknowledgment AgreementMac; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent Xxxxxxx Mac supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxxx Mac Servicing Contract, the Xxxxxxx Mac Guide; its other rules, regulations and guides; the Approved Servicing Agreement; the Acknowledgment Agreement 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 shall, following execution of the Xxxxxxx Mac Acknowledgment Agreement, be is subject to the following condition and such provision below shall to be included in each financing statement filed in respect hereof after execution of the Xxxxxxx Mac Acknowledgment Agreement (defined terms used below shall have the meaning meanings set forth in the Xxxxxxx Mac Acknowledgment Agreement and/or the Consent Agreement): “Notwithstanding anything to the contrary herein, the security interest publicized or perfected by this financing statement is subject and subordinate in each and every respect (a) to all rights, powers and prerogatives of the Federal Home Loan Mortgage Corporation (“Xxxxxxx Mac”) under and in connection with (i) the terms and conditions of that certain Acknowledgment Agreement (the “Acknowledgment Agreement”) and Consent Agreement (the “Consent Agreement”), as such agreements may be amended from time to time in accordance with their terms, with respect to the ‘Collateral’ (as defined in the Acknowledgment Agreement) and the ‘Reimbursement Rights’ (as defined in the Consent Agreement), by and among Xxxxxxx Mac, AmeriHome Mortgage Company, LLC and Western Alliance Bank, (ii) the terms and conditions of the Purchase Documents, as that term is defined in the Xxxxxxx Mac Single-Family Seller/Servicer Guide, as it may be amended from time to time, other than as set forth pursuant to the express terms and provisions of the Acknowledgment Agreement or Consent Agreement, which rights include, without limitation, the right of Xxxxxxx Mac to disqualify (in whole or in part) the debtor named herein as an approved Xxxxxxx Mac Seller/Servicer, with or without cause, and the right to terminate (in whole or in part) the unitary, indivisible master servicing contract and to transfer and sell all or any portion of said servicing contract rights, as provided in the Purchase Documents; and (biii) to all claims of Xxxxxxx Mac arising out of or relating to any and all breaches, defaults and outstanding obligations of the debtor to Xxxxxxx Mac.”

Limited Pledge of Xxxxxxx Mac 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 Xxxxxxx Mac MSRs under the Xxxxxxx Mac Servicing Contract identified on each Schedule of Assets shall only secure the BorrowerSeller’s indebtedness and obligations to the Administrative Agent and each Lender Buyer incurred for the following limited purposes: (i) the purposes of securing (a) a warehouse line of credit and used for one of the purposes set forth in clauses (b) through (e), (b) a loan whose proceeds have been or will be used to fund acquire rights in such Xxxxxxx Mac Servicing Contract in accordance with the Borrower’s provisions of the Xxxxxxx Xxx Xxxxxxx’ and Servicers’ Guide, (c) a loan whose proceeds have been or will be used to acquire assets of, or stock issued by, Seller, (d) a loan whose proceeds have been or will be used to purchase of additional servicing portfolios; from another mortgage banking company the contract right to service Mortgage Loans, or to purchase assets of, or stock issued by, such company, (e) a loan whose proceeds have been or will be used as working capital, or (ii) to effect the Borrower’s purchase of a mortgage banking company; (iii) to fund the Borrower’s working capital consistent with its residential mortgage business operations or (iv) any other purpose which Xxxxxxx Mac, in its sole and absolute discretion, considers to be consistent with the purposes of the its Acknowledgment Agreement to be executed among Seller, Buyer and Xxxxxxx Mac Acknowledgment AgreementMac; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent Xxxxxxx Mac supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxxx Mac Servicing ContractContracts, the Xxxxxxx Mac 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 shall, following execution of the Xxxxxxx Mac Acknowledgment Agreement, be is subject to the following condition and such provision below shall to be included in each financing statement filed in respect hereof after execution of the Xxxxxxx Mac Acknowledgment Agreement (defined terms used below shall have the meaning set forth in the Xxxxxxx Mac applicable Acknowledgment Agreement): “Notwithstanding anything to the contrary herein, the The security interest publicized or perfected by referred to in this financing statement is subject and subordinate in each and every respect (a) to all rights, powers and prerogatives of one or more of the following: the Federal Home Loan Mortgage Corporation (“Xxxxxxx Mac”), the Federal National Mortgage Association (“Xxxxxx Mae”), the Government National Mortgage Association (“Xxxxxx Xxx”) under or such other investors that own mortgage loans, or which guaranty payments on securities based on and in connection with backed by pools of mortgage loans, identified on the Purchase Documentsexhibit(s) or schedule(s) attached to this financing statement (the “Investors”); and (b) to all claims of an Investor arising out of any and all defaults and outstanding obligations of the debtor to the Investor. Such rights, as that term is defined in powers and prerogatives of the Xxxxxxx Mac Single-Family Seller/Servicer Guide, which rights Investors may include, without limitation, one or more of the following: the right of Xxxxxxx Mac an Investor to disqualify (in whole or in part) the debtor named herein as an approved Xxxxxxx Mac Seller/Servicer, from participating in a mortgage selling or servicing program or a securities guaranty program with or without cause, and the Investor; the right to terminate (in whole contract rights of the debtor relating to such a mortgage selling or in part) servicing program or securities guaranty program; and the unitary, indivisible master servicing contract and right to transfer and sell all or any portion of said servicing such contract rights following the termination of those rights, as provided in the Purchase Documents; and (b) to all claims of Xxxxxxx Mac arising out of or relating to any and all breaches, defaults and outstanding obligations of the debtor to Xxxxxxx Mac.”

Limited Pledge of Xxxxxxx Mac 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 Xxxxxxx Mac MSRs under the Xxxxxxx Mac Servicing Contract identified on each the Schedule of Assets shall only secure the Borrower’s indebtedness and obligations to the Administrative Agent and each Lender incurred for the following limited purposes: (i) to fund the BorrowerServicer’s purchase of additional servicing portfolios; (ii) to effect the BorrowerServicer’s purchase of a mortgage banking company; (iii) to fund the BorrowerServicer’s working capital consistent with its residential mortgage business operations or (iv) any other purpose which Xxxxxxx Mac, in its sole and absolute discretion, considers to be consistent with the purposes of the Xxxxxxx Mac Acknowledgment Agreement; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent Xxxxxxx Mac supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxxx Mac Servicing Contract, the Xxxxxxx Mac 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 shall, following execution of the Xxxxxxx Mac Acknowledgment Agreement, be is subject to the following condition and such provision below shall be included in each financing statement filed in respect hereof after execution of the Xxxxxxx Mac Acknowledgment Agreement (defined terms used below shall have the meaning set forth in the Xxxxxxx Mac Acknowledgment Agreement): “Notwithstanding anything to the contrary herein, the security interest publicized or perfected by this financing statement is subject and subordinate in each and every respect (a) to all rights, powers and prerogatives of the Federal Home Loan Mortgage Corporation (“Xxxxxxx Mac”) under and in connection with the Purchase Documents, as that term is defined in the Xxxxxxx Mac Single-Family Seller/Servicer Guide, which rights include, without limitation, the right of Xxxxxxx Mac to disqualify (in whole or in part) the debtor named herein as an approved Xxxxxxx Mac Seller/Servicer, with or without cause, and the right to terminate (in whole or in part) the unitary, indivisible master servicing contract and to transfer and sell all or any portion of said servicing contract rights, as provided in the Purchase Documents; and (b) to all claims of Xxxxxxx Mac arising out of or relating to any and all breaches, defaults and outstanding obligations of the debtor to Xxxxxxx Mac.”

Limited Pledge of Xxxxxxx Mac 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 Agreements with Xxxxxxx Mac MSRs under the Xxxxxxx Mac Servicing Contract identified on each Schedule of Assets shall only secure the Borrower’s indebtedness and obligations to the Administrative Agent and each Lender Bank incurred for the following limited purposes: (i) to fund the Borrower’s purchase of additional servicing portfolios; Approved Purposes, or (ii) to effect the Borrower’s purchase of a mortgage banking company; (iii) to fund the Borrower’s working capital consistent with its residential mortgage business operations or (iv) any other purpose which Xxxxxxx Mac, in its sole and absolute discretion, considers to be consistent with the purposes of its Acknowledgment Agreement to be executed among Borrower, Bank and Xxxxxxx Mac; provided further that the pledge of Borrower’s Servicing Rights and Pledged Servicing Receivables under Approved Servicing Agreements with Xxxxxxx Mac Acknowledgment Agreement; providedmay not include Borrower’s present and future rights to reimbursement for advances, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if including for delinquent principal, interest, taxes, insurance and other reimbursable expenses related to the extent Xxxxxxx Mac supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxxx Mac Pledged Servicing Contract, the Xxxxxxx Mac Acknowledgment Agreement or published announcements or otherwise waives or grants exceptions from Receivables and required to be made by Borrower pursuant to such requirement, and in each instance, with the same substantive force and effectApproved Servicing Agreements; and provided further that the security interest created hereby shall, following execution of the Xxxxxxx Mac Acknowledgment Agreement, be is subject to the following condition and such provision below shall to be included in each financing statement filed in respect hereof after execution of the Xxxxxxx Mac Acknowledgment Agreement (defined terms used below shall have the meaning set forth in the Xxxxxxx Mac applicable Acknowledgment Agreement): “Notwithstanding anything to the contrary herein, the security interest publicized or perfected by this financing statement is subject and subordinate in each and every respect (a) to all rights, powers and prerogatives of the Federal Home Loan Mortgage Corporation (“Xxxxxxx Mac”) under and in connection with the Purchase Documents, as that term is defined in the Xxxxxxx Mac Single-Family Seller/Servicer Guide, which rights include, without limitation, the right of Xxxxxxx Mac to disqualify (in whole or in part) the debtor named herein as an approved Xxxxxxx Mac Seller/Servicer, with or without cause, and the right to terminate (in whole or in part) the unitary, indivisible master servicing contract and to transfer and sell all or any portion of said servicing contract rights, as provided in the Purchase Documents; and (b) to all claims of Xxxxxxx Mac arising out of or relating to any and all breaches, defaults and outstanding obligations of the debtor to Xxxxxxx Mac. Notwithstanding the foregoing, Borrower and Bank acknowledge and agree that with respect to any Xxxxxxx Mac Mortgage Loan, the Borrower’s pledge of Collateral hereunder will not include Borrower’s present and future right to reimbursement for servicer advances, including for principal, interest, taxes, insurance and other reimbursable expenses related to Pledged Servicing Receivables.”

Limited Pledge of Xxxxxxx Mac Servicing. Notwithstanding anything to the contrary contained herein or in any of the other Transaction Loan Documents, the pledge of the each Borrower’s right, title and interest in the mortgage servicing rights under Servicing Contracts with Xxxxxxx Mac MSRs under shall only secure the Borrowers’ indebtedness and obligations to Administrative Agent (as agent and representative of the Lenders) 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) through (e), (b) a loan whose proceeds have been or will be used to acquire rights in such Xxxxxxx Mac Servicing Contract identified on each Schedule in accordance with the provisions of Assets shall only secure the Borrower’s indebtedness Xxxxxxx Xxx Xxxxxxx’ and obligations Servicers’ Guide, (c) a loan whose proceeds have been or will be used to acquire assets of, or stock issued by, the Administrative Agent and each Lender incurred for respective Borrowers, (d) a loan whose proceeds have been or will be used to purchase from another mortgage banking company the following limited purposes: contract right to service Serviced Loans, or to purchase assets of, or stock issued by, such company, (ie) to fund the Borrower’s purchase of additional servicing portfolios; a loan whose proceeds have been or will be used as working capital, or (ii) to effect the Borrower’s purchase of a mortgage banking company; (iii) to fund the Borrower’s working capital consistent with its residential mortgage business operations or (iv) any other purpose which Xxxxxxx Mac, in its sole and absolute discretion, considers to be consistent with the purposes of its Acknowledgment Agreement to be executed among the Borrowers, the Administrative Agent and Xxxxxxx Mac Acknowledgment AgreementMac, and accordingly permits; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent Xxxxxxx Mac supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxxx Mac Servicing ContractContracts, the Xxxxxxx Mac 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 shall, following execution of the Xxxxxxx Mac Acknowledgment Agreement, be is subject to the following condition and such provision below shall to be included in each financing statement filed in respect hereof after execution of the Xxxxxxx Mac Acknowledgment Agreement (defined terms used below shall have the meaning set forth in the Xxxxxxx Mac Acknowledgment Agreement): “Notwithstanding anything to the contrary herein, the hereof: The security interest publicized or perfected by referred to in this financing statement is subject and subordinate in each and every respect (a) to all rights, powers and prerogatives of one or more of the following: the USActive 5675666.14 -40- Federal Home Loan Mortgage Corporation (“Xxxxxxx Mac”), the Federal National Mortgage Association (“Xxxxxx Mae”), the Government National Mortgage Association (“Xxxxxx Xxx”) under or such other investors that own mortgage loans, or which guaranty payments on securities based on and in connection with backed by pools of mortgage loans, identified on the Purchase Documentsexhibit(s) or schedule(s) attached to this financing statement (the “Investors”); and (b) to all claims of an Investor arising out of any and all defaults and outstanding obligations of the debtor to the Investor. Such rights, as that term is defined in powers and prerogatives of the Xxxxxxx Mac Single-Family Seller/Servicer Guide, which rights Investors may include, without limitation, one or more of the following: the right of Xxxxxxx Mac an Investor to disqualify (in whole or in part) the debtor named herein as an approved Xxxxxxx Mac Seller/Servicer, from participating in a mortgage selling or servicing program or a securities guaranty program with or without cause, and the Investor; the right to terminate (in whole contract rights of the debtor relating to such a mortgage selling or in part) servicing program or securities guaranty program; and the unitary, indivisible master servicing contract and right to transfer and sell all or any portion of said servicing such contract rights following the termination of those rights, as provided in the Purchase Documents; and (b) to all claims of Xxxxxxx Mac arising out of or relating to any and all breaches, defaults and outstanding obligations of the debtor to Xxxxxxx Mac.”

Limited Pledge of Xxxxxxx Mac Servicing. Notwithstanding anything to the contrary contained herein or in any of the other Transaction DocumentsFacilities Papers, the pledge of the BorrowerCompany’s right, title and interest in the mortgage servicing rights under Servicing Agreements with Xxxxxxx Mac MSRs under the Xxxxxxx Mac Servicing Contract identified on each Schedule of Assets shall only secure the BorrowerCompany’s indebtedness and obligations to Agent (as agent and representative of the Administrative Agent and each Lender Lenders) incurred for the following limited purposes: (i) the purposes of securing (a) a warehouse line of credit, (b) a loan whose proceeds have been or will be used to fund acquire rights in such Xxxxxxx Mac Loan Servicing Agreements in accordance with the Borrower’s provisions of the Xxxxxxx Xxx Xxxxxxx’ and Servicers’ Guide, (c) a loan whose proceeds have been or will be used to acquire assets of, or stock issued by, the Company, (d) a loan whose proceeds have been or will be used to purchase of additional servicing portfolios; from another mortgage banking company the contract right to service Serviced Mortgages, or to purchase assets of, or stock issued by, such company, (e) a loan whose proceeds have been or will be used as working capital, or (ii) to effect the Borrower’s purchase of a mortgage banking company; (iii) to fund the Borrower’s working capital consistent with its residential mortgage business operations or (iv) any other purpose which Xxxxxxx Mac, in its sole and absolute discretion, considers to be consistent with the purposes of its Acknowledgment Agreement to be executed among the Company, the Agent and Xxxxxxx Mac Acknowledgment AgreementMac, and accordingly permits; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent Xxxxxxx Mac supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxxx Mac Servicing ContractAgreements, the Xxxxxxx Mac 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 shall, following execution of the Xxxxxxx Mac Acknowledgment Agreement, be subject to the following condition and such provision below shall be included in each financing statement filed in respect hereof after execution of the Xxxxxxx Mac Acknowledgment Agreement (defined terms used below shall have the meaning set forth in the Xxxxxxx Mac Acknowledgment Agreement): “Notwithstanding anything to the contrary herein, the security interest publicized or perfected by this financing statement is subject and subordinate in each and every respect (a) to all rights, powers and prerogatives of the Federal Home Loan Mortgage Corporation (“Xxxxxxx Mac”) under and in connection with the Purchase Documents, as that term is defined in the Xxxxxxx Mac Single-Family Seller/Servicer Guide, which rights include, without limitation, the right of Xxxxxxx Mac to disqualify (in whole or in part) the debtor named herein as an approved Xxxxxxx Mac Seller/Servicer, with or without cause, and the right to terminate (in whole or in part) the unitary, indivisible master servicing contract and to transfer and sell all or any portion of said servicing contract rights, as provided in the Purchase Documents; and (b) to all claims of Xxxxxxx Mac arising out of or relating to any and all breaches, defaults and outstanding obligations of the debtor to Xxxxxxx Mac.”

Limited Pledge of Xxxxxxx Mac Servicing. Notwithstanding anything to the contrary contained herein or in any of the other Transaction DocumentsLoan Document, the pledge of Lien on the Borrowereach Pledgor’s right, title and interest in the MSRs under servicing agreements (or otherwise existing) with Xxxxxxx Mac MSRs under the with respect to Loans serviced for Xxxxxxx Mac Servicing 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, Xxxxxxx Mac and Secured Party and (y) shall only secure the Borrowersuch Pledgor’s indebtedness and obligations to the Administrative Agent and each Lender Secured Party incurred for the following limited purposes: (i) the purposes of securing (a) a warehouse line of credit, (b) a loan whose proceeds have been or will be used to fund acquire rights in such Xxxxxxx Mac servicing agreements in accordance with the Borrower’s provisions of the Xxxxxxx Xxx Xxxxxxx’ and Servicers’ Guide, (c) a loan whose proceeds have been or will be used to acquire assets of, or stock or membership interests issued by, such Pledgor, (d) a loan whose proceeds have been or will be used to purchase of additional servicing portfolios; from another mortgage banking company the contract right to service Mortgage Loans, or to purchase assets of, or stock or membership interests issued by, such company, (e) a loan whose proceeds have been or will be used as working capital, or (ii) to effect the Borrower’s purchase of a mortgage banking company; (iii) to fund the Borrower’s working capital consistent with its residential mortgage business operations or (iv) any other purpose which Xxxxxxx Mac, in its sole and absolute discretion, considers to be consistent with the purposes of its acknowledgment agreement to be executed among such Pledgor, the Secured Party and Xxxxxxx Mac Acknowledgment AgreementMac, and accordingly permits; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent Xxxxxxx Mac supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Xxxxxxx Mac Servicing Contractservicing agreements, the Xxxxxxx Mac 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 shall, following execution of the Xxxxxxx Mac Acknowledgment Agreement, be is subject to the following condition and such provision below shall to be included in each financing statement filed in respect hereof after execution of (or such other language proscribed by the Xxxxxxx Mac Acknowledgment Agreement (defined terms used below shall have the meaning set forth in the Xxxxxxx Mac Acknowledgment Agreementapplicable Agency Acknowledgment): “Notwithstanding anything to the contrary herein, the The security interest publicized or perfected by this financing statement is subject and subordinate in each and every respect (a) to all rights, powers and prerogatives of one or more of the following: the Federal Home Loan Mortgage Corporation Corporation, the Federal National Mortgage Association, the Government National Mortgage Association, or such other investors that own mortgage loans, or which guaranty payments on securities based on and backed by pools or mortgage loans, identified on the exhibit(s) or schedule(s) attached to this financing statement (each, an “Xxxxxxx MacInvestor”); and (b) under to all claims of an Investor arising out of any and in connection with all defaults and outstanding prerogatives of the Purchase DocumentsInvestor. Such rights, as that term is defined in powers and prerogatives of the Xxxxxxx Mac Single-Family Seller/Servicer Guide, which rights Investors may include, without limitation, one or more of the following: the right of Xxxxxxx Mac an Investor to disqualify (in whole or in part) the debtor named herein as an approved Xxxxxxx Mac Seller/Servicer, from participating in a mortgage selling or servicing program or a securities guaranty program with or without cause, and the Investor; the right to terminate (in whole contract rights of the debtor relating to such a mortgage selling or in part) servicing program or securities guaranty program and the unitary, indivisible master servicing contract and right to transfer and sell all or any portion of said servicing such contract rights following the termination of those rights, as provided in the Purchase Documents; and (b) to all claims of Xxxxxxx Mac arising out of or relating to any and all breaches, defaults and outstanding obligations of the debtor to Xxxxxxx Mac.”