Common use of Representations Concerning the Collateral Clause in Contracts

Representations Concerning the Collateral. (1) Neither the Borrower nor the Guarantor has assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except to the extent any such pledge has been released prior to the grant of any security interest thereon hereunder), and immediately prior to the pledge of any such Collateral, the Borrower or the Guarantor, as applicable, was the sole owner of such Collateral and had good and marketable title thereto, free and clear of all Liens other than a first priority Lien in favor of the Administrative Agent. (i) All information concerning all Collateral set forth on each Schedule of Assets were, are or will be (as applicable) pledged to the Administrative Agent, for the benefit of the Lenders will be complete and correct in all material respects as of the date of such Schedule of Assets. (ii) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent as “Secured Party” and the Borrower or the Guarantor (as applicable) as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Administrative Agent, for the benefit of the Lenders, will have a duly perfected first priority security interest under the UCC in all right, title, and interest of the Borrower and the Guarantor in, to and under, subject, in all cases, to the Agency Requirements, the Collateral to the extent a security interest therein can be perfected by a UCC filing. (iii) All filings and other actions necessary to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to the Agency Requirements, the Borrower and the Guarantor are the legal and beneficial owners of the Collateral hereunder free and clear of any Lien, other than as permitted by and any rights retained by the Agencies pursuant to the Agency Requirements. (iv) Subject only to the Agency Requirements, the Borrower and the Guarantor have the full right, power and authority to pledge the Collateral.

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

Representations Concerning the Collateral. (1a) Neither the Borrower nor the Guarantor No Loan Party has assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except to the extent any such pledge has been released prior to the grant of any security interest thereon hereunder), other than Permitted Liens) and immediately prior to the pledge of any such Collateral, the Borrower or the Guarantor, as applicable, a Loan Party was the sole owner of such Collateral and had good and marketable title thereto, free and clear of all Liens (other than Permitted Liens), and no Person has any Lien (other than Permitted Liens) on any Collateral. No security agreement, financing statement, equivalent security or lien instrument or continuation statement covering all or any part of the Collateral which has been signed by any Loan Party or which any Loan Party has authorized any other Person to sign or file or record, is on file or of record with any public office, except such as may have been filed by or on behalf of a first priority Lien Loan Party in favor of the Administrative AgentLender pursuant to the Loan Documents or in respect of applicable Permitted Liens. (ib) All information concerning all Collateral set forth on each Schedule of Assets were, are or will be (as applicable) pledged to the Administrative Agent, for the benefit The provisions of the Lenders will be complete and correct Loan Documents are effective to create in favor of the Lender a valid security interest in all material respects as right, title, and interest of each Loan Party in, to and under the date of such Schedule of AssetsCollateral, subject only to Permitted Liens. (iic) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent Lender as “Secured Party” and the Borrower or the Guarantor (as applicable) each Loan Party as “Debtor”, and describing the Collateral, in the appropriate jurisdictionsjurisdictions and recording offices listed on Schedule 3.21 attached hereto, the Administrative Agent, for security interests granted in the benefit of Collateral pursuant to the Lenders, Collateral Documents will have a duly constitute perfected first first-priority security interest interests under the UCC Uniform Commercial Code in all right, title, title and interest of the Borrower and the Guarantor applicable Loan Party in, to and underunder such Collateral, subject, in all cases, to the Agency Requirements, the Collateral to the extent a security interest therein which can be perfected by a UCC filingfiling under the Uniform Commercial Code, in each case, subject to applicable Permitted Liens. (iiid) All filings Each Loan Party has and other actions necessary will continue to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to the Agency Requirements, the Borrower and the Guarantor are the legal and beneficial owners of the Collateral hereunder free and clear of any Lien, other than as permitted by and any rights retained by the Agencies pursuant to the Agency Requirements. (iv) Subject only to the Agency Requirements, the Borrower and the Guarantor have the full right, power and authority authority, to pledge the Collateral, subject to Permitted Liens, and the pledge of the Collateral may be further assigned by the Lender without the consent of any Loan Party to the extent provided in Section 8.6.

Representations Concerning the Collateral. (1a) Neither the Borrower nor the Guarantor No Loan Party has assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except to the extent any such pledge has been released prior to the grant of any security interest thereon hereunder), other than Permitted Liens) and immediately prior to the pledge of any such Collateral, the Borrower or the Guarantor, as applicable, a Loan Party was the sole owner of such Collateral and had good and marketable title thereto, free and clear of all Liens (other than Permitted Liens), and no Person, other than the Lender has any Lien (other than Permitted Liens) on any Collateral. No security agreement, financing statement, equivalent security or lien instrument or continuation statement covering all or any part of the Collateral which has been signed by any Loan Party or which any Loan Party has authorized any other Person to sign or file or record, is on file or of record with any public office, except such as may have been filed by or on behalf of a first priority Lien Loan Party in favor of the Administrative AgentLender pursuant to the Loan Documents or in respect of applicable Permitted Liens. (ib) All information concerning all Collateral set forth on each Schedule of Assets were, are or will be (as applicable) pledged to the Administrative Agent, for the benefit The provisions of the Lenders will be complete and correct Loan Documents are effective to create in favor of the Lender a valid security interest in all material respects as right, title, and interest of each Loan Party in, to and under the date of such Schedule of AssetsCollateral, subject only to applicable Permitted Liens. (iic) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent Lender as “Secured Party” and the Borrower or the Guarantor (as applicable) each Loan Party as “Debtor”, and describing the Collateral, in the appropriate jurisdictionsjurisdictions and recording offices listed on Schedule 3.21 attached hereto, the Administrative Agent, for security interests granted in the benefit of Collateral pursuant to the Lenders, Collateral Documents will have a duly constitute perfected first first-priority security interest interests under the UCC Uniform Commercial Code in all right, title, title and interest of the Borrower and the Guarantor applicable Loan Party in, to and underunder such Collateral, subject, in all cases, to the Agency Requirements, the Collateral to the extent a security interest therein which can be perfected by a UCC filingfiling under the Uniform Commercial Code, in each case, subject to applicable Permitted Liens. (iiid) All filings Each Loan Party has and other actions necessary will continue to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to the Agency Requirements, the Borrower and the Guarantor are the legal and beneficial owners of the Collateral hereunder free and clear of any Lien, other than as permitted by and any rights retained by the Agencies pursuant to the Agency Requirements. (iv) Subject only to the Agency Requirements, the Borrower and the Guarantor have the full right, power and authority authority, to pledge the Collateral, subject to Permitted Liens, and the pledge of the Collateral may be further assigned by the Lender without the consent of any Loan Party to the extent provided in Section 8.6.

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

Representations Concerning the Collateral. (1a) Neither the Borrower nor the Guarantor No Issuer Party has assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except to the extent any such pledge has been released prior to the grant of any security interest thereon hereunder), other than Permitted Liens) and immediately prior to the pledge of any such Collateral, the Borrower or the Guarantor, as applicable, an Issuer Party was the sole owner of such Collateral and had good and marketable title thereto, free and clear of all Liens (other than a first priority Permitted Liens), and no Person, other than the Initial Noteholder has any Lien (other than Permitted Liens) on any Collateral. No security agreement, financing statement, equivalent security or lien instrument or continuation statement covering all or any part of the Collateral which has been signed by any Issuer Party or which any Issuer Party has authorized any other Person to sign or file or record, is on file or of record with any public office, except such as may have been filed by or on behalf of an Issuer Party in favor of the Administrative AgentInitial Noteholder pursuant to the Secured Note Documents or in respect of applicable Permitted Liens. (ib) All information concerning all Collateral set forth on each Schedule of Assets were, are or will be (as applicable) pledged to the Administrative Agent, for the benefit The provisions of the Lenders will be complete and correct Secured Note Documents are effective to create in favor of the Initial Noteholder a valid security interest in all material respects as right, title, and interest of each Issuer Party in, to and under the date of such Schedule of AssetsCollateral, subject only to applicable Permitted Liens. (iic) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent Initial Noteholder as “Secured Party” and the Borrower or the Guarantor (as applicable) each Issuer Party as “Debtor”, and describing the Collateral, in the appropriate jurisdictionsjurisdictions and recording offices listed on Schedule 3.21 attached hereto, the Administrative Agent, for security interests granted in the benefit of Collateral pursuant to the Lenders, Collateral Documents will have a duly constitute perfected first first-priority security interest interests under the UCC Uniform Commercial Code in all right, title, title and interest of the Borrower and the Guarantor applicable Issuer Party in, to and underunder such Collateral, subject, in all cases, to the Agency Requirements, the Collateral to the extent a security interest therein which can be perfected by a UCC filingfiling under the Uniform Commercial Code, in each case, subject to applicable Permitted Liens. (iiid) All filings Each Issuer Party has and other actions necessary will continue to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to the Agency Requirements, the Borrower and the Guarantor are the legal and beneficial owners of the Collateral hereunder free and clear of any Lien, other than as permitted by and any rights retained by the Agencies pursuant to the Agency Requirements. (iv) Subject only to the Agency Requirements, the Borrower and the Guarantor have the full right, power and authority authority, to pledge the Collateral, subject to Permitted Liens, and the pledge of the Collateral may be further assigned by the Initial Noteholder without the consent of any Issuer Party to the extent provided in Section 8.6.

Representations Concerning the Collateral. (1a) Neither the Borrower nor the Guarantor No Issuer Party has assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except to the extent any such pledge has been released prior to the grant of any security interest thereon hereunder), other than Permitted Liens) and immediately prior to the pledge of any such Collateral, the Borrower or the Guarantor, as applicable, an Issuer Party was the sole owner of such Collateral and had good and marketable title thereto, free and clear of all Liens (other than a first priority Permitted Liens), and no Person has any Lien (other than Permitted Liens) on any Collateral. No security agreement, financing statement, equivalent security or lien instrument or continuation statement covering all or any part of the Collateral which has been signed by any Issuer Party or which any Issuer Party has authorized any other Person to sign or file or record, is on file or of record with any public office, except such as may have been filed by or on behalf of an Issuer Party in favor of the Administrative AgentInitial Noteholder pursuant to the Secured Note Documents or in respect of applicable Permitted Liens. (ib) All information concerning all Collateral set forth on each Schedule of Assets were, are or will be (as applicable) pledged to the Administrative Agent, for the benefit The provisions of the Lenders will be complete and correct Secured Note Documents are effective to create in favor of the Initial Noteholder a valid security interest in all material respects as right, title, and interest of each Issuer Party in, to and under the date of such Schedule of AssetsCollateral, subject only to Permitted Liens. (iic) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent Initial Noteholder as “Secured Party” and the Borrower or the Guarantor (as applicable) each Issuer Party as “Debtor”, and describing the Collateral, in the appropriate jurisdictionsjurisdictions and recording offices listed on Schedule 3.21 attached hereto, the Administrative Agent, for security interests granted in the benefit of Collateral pursuant to the Lenders, Collateral Documents will have a duly constitute perfected first first-priority security interest interests under the UCC Uniform Commercial Code in all right, title, title and interest of the Borrower and the Guarantor applicable Issuer Party in, to and underunder such Collateral, subject, in all cases, to the Agency Requirements, the Collateral to the extent a security interest therein which can be perfected by a UCC filingfiling under the Uniform Commercial Code, in each case, subject to applicable Permitted Liens. (iiid) All filings Each Issuer Party has and other actions necessary will continue to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to the Agency Requirements, the Borrower and the Guarantor are the legal and beneficial owners of the Collateral hereunder free and clear of any Lien, other than as permitted by and any rights retained by the Agencies pursuant to the Agency Requirements. (iv) Subject only to the Agency Requirements, the Borrower and the Guarantor have the full right, power and authority authority, to pledge the Collateral, subject to Permitted Liens, and the pledge of the Collateral may be further assigned by the Initial Noteholder without the consent of any Issuer Party to the extent provided in Section 8.6.

Representations Concerning the Collateral. (1) Neither the Borrower nor the Guarantor has assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except to the extent any such pledge has been released prior to the grant of any security interest thereon hereunder), and immediately prior to the pledge of any such Collateral, the Borrower or the Guarantor, as applicable, was the sole owner of such Collateral and had good and marketable title thereto, free and clear of all Liens other than a first priority Lien in favor of the Administrative Agent. (i) All information concerning all Collateral set forth on each the Schedule of Assets were, are or will be (as applicable) pledged to the Administrative Agent, for the benefit of the Lenders will be complete and correct in all material respects as of the date of such Schedule of Assets. (ii) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent as “Secured Party” and the Borrower or the Guarantor (as applicable) as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Administrative Agent, for the benefit of the Lenders, will have a duly perfected first priority security interest under the UCC in all right, title, and interest of the Borrower and the Guarantor in, to and under, subject, in all cases, to the Agency Requirements, the Collateral to the extent a security interest therein can be perfected by a UCC filing. (iii) All filings and other actions necessary to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to the Agency Requirements, the Borrower and the Guarantor are the legal and beneficial owners of the Collateral hereunder free and clear of any Lien, other than as permitted by and any rights retained by the Agencies pursuant to the Agency Requirements. (iv) Subject only to the Agency Requirements, the Borrower and the Guarantor have the full right, power and authority to pledge the Collateral.

Representations Concerning the Collateral. (1i) Neither the Borrower nor the Guarantor No Loan Party has assigned, pledged, conveyed, or encumbered any of its Collateral hereunder to any other Person (except (i) to the extent any such pledge has been released prior to the grant of any security interest thereon hereunderhereunder and (ii) the sale and contribution of the Participation Certificate and the security interest granted by the Guarantor in favor of the Borrower pursuant to the Contribution Agreement), and immediately prior to the pledge of any such Collateral, the Borrower or the Guarantor, as applicable, was each Loan Party is the sole holder/owner of such its Collateral and had has good and marketable title thereto, free and clear of all Liens other than a first priority Lien in favor Permitted Liens and has full power and authority, subject to Xxxxxx Xxx Requirements, the Xxxxxx Xxx Acknowledgment Agreement and the Subordination of Interest Agreement, to grant to the Administrative AgentAgent the security interest in its Collateral pursuant hereto. (iii) All information concerning all Collateral Xxxxxx Xxx MSRs set forth on each a Participation Agreement Schedule or Schedule of Assets were, are or will be (as applicable) pledged to the Administrative Agent, for the benefit of the Lenders MSRs will be complete and correct in all material respects as of the date of such Participation Agreement Schedule or Schedule of AssetsMSRs, as applicable. (iiiii) (x) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent as “Secured Party” and the Borrower or the Guarantor applicable Loan Party (as applicable) as “Debtor”, and describing the its Collateral, in the appropriate jurisdictions, the Administrative Agent, for the benefit of the LendersSecured Parties, will have a duly perfected first priority security interest under the UCC in all right, title, and interest of the Borrower and the Guarantor such Loan Party in, to and under, subject, in all cases, to the Agency Xxxxxx Xxx Requirements, the its Collateral to the extent a security interest therein can be perfected by a UCC filingfiling and (y) upon the execution and delivery of the Account Control Agreement, the Administrative Agent, for the benefit of the Secured Parties will have a duly perfected security interest under the UCC in all right, title and interest of the Guarantor in, to and under the Collection Account. (iiiiv) All filings and other actions necessary to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to the Agency Requirements, the Borrower and the Guarantor are the legal and beneficial owners of the Collateral hereunder free and clear of any Lien, other than as permitted by and any rights retained by the Agencies pursuant to the Agency Requirements. (ivv) Subject only to the Agency Xxxxxx Xxx Requirements, the Borrower and the Guarantor have each Loan Party has the full right, power and authority to pledge the its Collateral.

Representations Concerning the Collateral. Borrower represents and warrants (1each of which such representations and warranties shall be deemed repeated upon the making of each request for a Revolving Credit Advance and made as of the time of each and every Revolving Credit Advance hereunder): (a) Neither all the Collateral (i) is owned by Borrower nor the Guarantor has assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except to the extent any such pledge has been released prior to the grant of any security interest thereon hereunder), and immediately prior to the pledge of any such Collateral, the Borrower or the Guarantor, as applicable, was the sole owner of such Collateral and had good and marketable title thereto, free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement) except (A) those in Lender's favor and (B) Permitted Liens and (ii) is not subject to any agreement prohibiting the granting of a security interest or requiring notice of or consent to the granting of a security interest; (b) all Receivables (i) represent bona fide transactions which require no further act under any circumstances on Borrower's part to make such Receivables payable by Customers, (ii) to Borrower's knowledge at the time, are not subject to any Disputes; (iii) do not represent bill and hold sales, consignment sales, guaranteed sales, sxxx or return or other than a first priority Lien similar understandings or obligations of any Affiliate or Subsidiary of Borrower; (iv) included in favor any Borrowing Base Certificate as an Eligible Receivable meets all criteria specified in the definition of Eligible Receivables, except as may otherwise be specifically disclosed in such Borrowing Base Certificate or as otherwise theretofore disclosed in writing to Lender; and (v) Borrower has no knowledge of any fact or circumstance particular to any customer not disclosed to Lender in the Administrative Agentpertinent Borrowing Base Certificate or otherwise in writing, which would impair the validity or collectibility of any Receivable and that all documents in connection with each Receivable are genuine. (ic) All information concerning all Collateral set forth in the event any amounts due and owing from any account debtor to Borrower on each Schedule any Eligible Receivable shall become subject to any Dispute, or to any other adjustment otherwise permitted to be made in accordance with the terms and provisions hereof in the ordinary course of Assets were, are or will be (as applicable) pledged business and prior to the Administrative Agentoccurrence of an Event of Default hereunder, for Borrower agrees that it shall, at the benefit time of the Lenders will be complete and correct in all material respects as submission of the next Borrowing Base Certificate required to be delivered to Lender immediately following the date on which Borrower learns thereof, provide Lender with notice thereof. Borrower further agrees that it shall also notify Lender promptly of such Schedule of Assets. (ii) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent as “Secured Party” all returns and the Borrower or the Guarantor (as applicable) as “Debtor”, and describing the Collateral, credits in the appropriate jurisdictions, the Administrative Agent, for the benefit of the Lenders, will have a duly perfected first priority security interest under the UCC in all right, title, and interest of the Borrower and the Guarantor in, to and under, subject, in all cases, to the Agency Requirements, the Collateral to the extent a security interest therein can be perfected by a UCC filing. (iii) All filings and other actions necessary to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to the Agency Requirements, the Borrower and the Guarantor are the legal and beneficial owners of the Collateral hereunder free and clear respect of any LienReceivables included within a Borrowing Base Certificate, other than as permitted by and any rights retained by which notice shall specify the Agencies pursuant to the Agency RequirementsReceivables affected. (iv) Subject only to the Agency Requirements, the Borrower and the Guarantor have the full right, power and authority to pledge the Collateral.

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

Representations Concerning the Collateral. Each Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (1a) Neither the Such Borrower nor the Guarantor has not assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person or any right to any Collateral to any Person (except including without limitation any right to the extent control or transfer or otherwise effectuate any such pledge has been released prior remedy relating to the grant of any security interest thereon hereunderCollateral), and immediately prior to the pledge of any such Collateral, the such Borrower or the Guarantor, as applicable, was the sole owner of such Collateral and had good and marketable title theretothereto (subject to the rights of Xxxxxxx Mac with respect to the related Servicing Rights), free and clear of all Liens Liens, and no Person, other than the Lender has any Lien on any Collateral. No Eligible Servicing Rights are related to Mortgage Loans owned or financed by a first priority Lien third-party (including without limitation any Affiliate of such Borrower) other than Xxxxxxx Mac pursuant to a Xxxxxxx Mac Acknowledgment Agreement, and no Person has any interest in any Eligible Servicing Rights or any related Mortgage Loans, other than Lender, such Borrower (or both Borrowers in the case where any Excess Servicing Fees have been sold by PMC to Holdings pursuant to the terms of the Master Spread Acquisition and MSR Servicing Agreement), or Xxxxxxx Mac pursuant to the applicable Xxxxxxx Mac Acknowledgment Agreement (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Eligible Servicing Rights). (b) The provisions of this Agreement are effective to create in favor of the Administrative AgentLender a valid security interest in all right, title, and interest of the Borrowers in, to and under the Collateral, subject only to the interests of the related Agency. (ic) All Recourse Servicing Obligations as of the applicable date of the most recent Electronic File have been identified as such in a monthly summary report delivered to the Lender. All information concerning all Collateral Servicing Rights set forth on each Schedule of Assets the Electronic File pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Administrative AgentLender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, for the benefit in light of the Lenders will be complete and correct in all material respects circumstances under which they were made, not misleading as of the date of such Schedule of AssetsElectronic File. (iid) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent Lender as “Secured Party” and the each Borrower or the Guarantor (as applicable) as a “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Administrative Agent, for the benefit of the Lenders, will have Lender has a duly perfected first priority security interest under the UCC in all right, title, and interest of the each Borrower and the Guarantor in, to and under, subject, in all cases, subject to the Agency Requirementsinterests of any applicable Agency, the Collateral to the extent a security interest therein can be perfected by a UCC filingServicing Rights. (iiie) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collateral Collection Account created under this Agreement under the UCC have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject to the rights of the related Agency Requirementsas set forth in Section 4.02 and in the related Acknowledgment Agreement, the Borrower and the Guarantor Borrowers are the legal and beneficial owners of the Collateral hereunder free and clear of any Lien, other than as except for the Liens created or permitted by and any rights retained by under the Agencies pursuant to the Agency RequirementsFacility Documents. (ivf) Subject only to the Agency Requirementsterms of the related Acknowledgment Agreement, the each Borrower has and the Guarantor will continue to have the full right, power and authority authority, to pledge the Servicing Rights, and the pledge of such Servicing Rights may be further assigned without any requirement, except as may be specified in the related Agency Guides. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by a Borrower or any of its Affiliates on the one hand and any third party (including an Affiliate of a Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause such Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.

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

Representations Concerning the Collateral. (1i) Neither the The Borrower nor the Guarantor has not assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except to the extent any such pledge has been released prior to the grant of any security interest thereon hereunder), and immediately prior to the pledge of any such Collateral, the Borrower or the Guarantor, as applicable, was the sole owner of such Collateral and had good and marketable title thereto, free and clear of all Liens other than a first priority Lien in favor of the Administrative Agent. (iii) All information concerning all the Collateral set forth on each the Schedule of Assets were, are or will be (as applicable) pledged to the Administrative Agent, for the benefit of the Lenders will be complete and correct in all material respects as of the date of such Schedule of Assets. (iiiii) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent as “Secured Party” and the Borrower or the Guarantor (as applicable) as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Administrative Agent, for the benefit of the Lenders, will have a duly perfected first priority security interest under the UCC in all right, title, and interest of the Borrower and the Guarantor in, to and under, subject, in all cases, to the Agency Requirements, the Collateral to the extent a security interest therein can be perfected by a UCC filing. (iiiiv) All filings and other actions necessary to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to the Agency Requirements, the Borrower and the Guarantor are is the legal and beneficial owners owner of the Collateral hereunder free and clear of any Lien, other than as permitted by and any rights retained by the Agencies pursuant to the Agency Requirements. (ivv) Subject only to the Agency Requirements, the Borrower and the Guarantor have has the full right, power and authority to pledge the Collateral.

Representations Concerning the Collateral. The Borrower represents and warrants to the Administrative Agent and each Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (1a) Neither the The Borrower nor the Guarantor has not assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except any sale of Excess Servicing Spread as acknowledged in any Intercreditor and Subordination Agreement or to the extent any such pledge has been released prior to the grant of any security interest thereon hereunder), and immediately prior to the pledge of any such Collateral, the Borrower or the Guarantor, as applicable, was the sole owner of such Collateral and had good and marketable title theretothereto (subject to the rights of Xxxxxx Xxx with respect to the Servicing Rights), free and clear of all Liens other than a first priority Lien Permitted Collateral Liens. (b) The provisions of this Agreement are effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a valid security interest in all right, title, and interest of the Borrower in, to and under the Collateral, subject only to Permitted Collateral Liens. (ic) All information concerning all Collateral Servicing Rights set forth on each Schedule of Assets the Electronic File pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Administrative Agent, for the benefit of the Lenders will be complete and correct not, taken as a whole, contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in all material respects light of the circumstances under which they were made, not misleading as of the date of such Schedule of AssetsElectronic File. (iid) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent as “Secured Party” and the Borrower or the Guarantor (as applicable) as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Administrative Agent, for the benefit of the Lenders, will have has a duly perfected first priority security interest under the UCC in all right, title, and interest of the Borrower and the Guarantor in, to and under, subject, in all cases, subject to the Agency Requirementsinterests of Xxxxxx Mae, the Collateral to the extent a security interest therein can be perfected by a UCC filingServicing Rights. (iiie) All filings and other actions necessary to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect, and the Loan Documents create in favor of the Administrative Agent, for the benefit of the Lenders, a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral, securing the payment of the Obligations (subject to the interests of Xxxxxx Xxx), and all filings and other actions necessary to perfect such security interest have been duly taken. Subject to the Agency Requirementsrights of Xxxxxx Mae as set forth in Section 4.02 and in the Acknowledgement Agreement and other Permitted Collateral Liens, the Borrower and the Guarantor are is the legal and beneficial owners owner of the Collateral hereunder free and clear of any Lien, other than as except for the Liens created or permitted by and any rights retained by under the Agencies pursuant to the Agency RequirementsLoan Documents. (ivf) Subject only to the Agency RequirementsXxxxxx Xxx Guide and the terms of the Acknowledgement Agreement, the Borrower and the Guarantor have has the full right, power and authority to pledge the CollateralServicing Rights, and the pledge of such Servicing Rights may be further assigned without any requirement, except as may be specified in the Xxxxxx Mae Guide. (g) All Advances included in the Collateral or in any calculation of the Borrowing Base are Eligible Corporate Advances, Eligible Escrow Advances or Eligible MBS Advances, as the case may be.

Representations Concerning the Collateral. Each Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (1a) Neither the Such Borrower nor the Guarantor has not assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person or any right to any Collateral to any Person (except including without limitation any right to the extent control or transfer or otherwise effectuate any such pledge has been released prior remedy relating to the grant of any security interest thereon hereunderCollateral), and immediately prior to the pledge of any such Collateral, the such Borrower or the Guarantor, as applicable, was the sole owner of such Collateral and had good and marketable title theretothereto (subject to the rights of Xxxxxx Xxx with respect to the related Servicing Rights), free and clear of all Liens Liens, and no Person, other than the Lender has any Lien on any Collateral. No Eligible Servicing Rights are related to Mortgage Loans owned or financed by a first priority Lien third-party (including without limitation any Affiliate of such Borrower) other than Xxxxxx Mae pursuant to a Xxxxxx Xxx Acknowledgment Agreement, and no Person has any interest in any Eligible Servicing Rights or any related Mortgage Loans, other than Lender, such Borrower (or both Borrowers in the case where any Excess Servicing Fees have been sold by PMC to Holdings pursuant to the terms of the Master Spread Acquisition and MSR Servicing Agreement), or Xxxxxx Mae pursuant to the applicable Xxxxxx Xxx Acknowledgment Agreement (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Eligible Servicing Rights). (b) The provisions of this Agreement are effective to create in favor of the Administrative AgentLender a valid security interest in all right, title, and interest of the Borrowers in, to and under the Collateral, subject only to the interests of the related Agency. (ic) All Recourse Servicing Obligations as of the applicable date of the most recent Electronic File have been identified as such in a monthly summary report delivered to the Lender. All information concerning all Collateral Servicing Rights set forth on each Schedule of Assets the Electronic File pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Administrative AgentLender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, for the benefit in light of the Lenders will be complete and correct in all material respects circumstances under which they were made, not misleading as of the date of such Schedule of AssetsElectronic File. (iid) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent Lender as “Secured Party” and the each Borrower or the Guarantor (as applicable) as a “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Administrative Agent, for the benefit of the Lenders, will have Lender has a duly perfected first priority security interest under the UCC in all right, title, and interest of the each Borrower and the Guarantor in, to and under, subject, in all cases, subject to the Agency Requirementsinterests of any applicable Agency, the Collateral to the extent a security interest therein can be perfected by a UCC filingServicing Rights. (iiie) All filings and other actions (including the execution of an account control agreement) necessary to perfect the security interest in the Collateral Collection Account created under this Agreement under the UCC have been duly made or taken and are in full force and effect, and the Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect such security interest have been duly taken. Subject to the rights of the related Agency Requirementsas set forth in Section 4.02 and in the related Acknowledgement Agreement, the Borrower and the Guarantor Borrowers are the legal and beneficial owners of the Collateral hereunder free and clear of any Lien, other than as except for the Liens created or permitted by and any rights retained by under the Agencies pursuant to the Agency RequirementsFacility Documents. (ivf) Subject only to the Agency Requirementsterms of the related Acknowledgement Agreement, the each Borrower has and the Guarantor will continue to have the full right, power and authority authority, to pledge the Servicing Rights, and the pledge of such Servicing Rights may be further assigned without any requirement, except as may be specified in the related Agency Guides. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by a Borrower or any of its Affiliates on the one hand and any third party (including an Affiliate of a Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause such Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.

Representations Concerning the Collateral. Each Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (1a) Neither the Such Borrower nor the Guarantor has not assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person or any right to any Collateral to any Person (except including without limitation any right to the extent control or transfer or otherwise effectuate any such pledge has been released prior remedy relating to the grant of any security interest thereon hereunderCollateral), and immediately prior to the pledge of any such Collateral, the such Borrower or the Guarantor, as applicable, was the sole owner of such Collateral and had good and marketable title theretothereto (subject to the rights of Xxxxxxx Mac with respect to the related Servicing Rights), free and clear of all Liens (subject only to the rights and interests of Xxxxxxx Mac), and no Person, other than the Lender has any Lien on any Collateral (subject only to the rights and interests of Xxxxxxx Mac). No Eligible Servicing Rights are related to Mortgage Loans owned or financed by a first priority Lien third-party (including without limitation any Affiliate of such Borrower) other than Xxxxxxx Mac pursuant to a Xxxxxxx Mac Acknowledgment Agreement, and no Person has any interest in any Eligible Servicing Rights or any related Mortgage Loans, other than Lender, such Borrower (or both Borrowers in the case where any Excess Servicing Fees have been sold by PMC to Holdings pursuant to the terms of the Master Spread Acquisition and MSR Servicing Agreement), or Xxxxxxx Mac pursuant to the applicable Xxxxxxx Mac Acknowledgment Agreement (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Eligible Servicing Rights). (b) The provisions of this Agreement are effective to create in favor of the Administrative AgentLender a valid security interest in all right, title, and interest of the Borrowers in, to and under the Collateral, subject only to the rights and interests of Xxxxxxx Mac and the Xxxxxxx Mac Acknowledgment Agreement. (ic) All Recourse Servicing Obligations as of the applicable date of the most recent Electronic File have been identified as such in a monthly summary report delivered to the Lender. All information concerning all Collateral Servicing Rights set forth on each Schedule of Assets the Electronic File pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Administrative AgentLender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, for the benefit in light of the Lenders will be complete and correct in all material respects circumstances under which they were made, not misleading as of the date of such Schedule of AssetsElectronic File. (iid) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent Lender as “Secured Party” and the each Borrower or the Guarantor (as applicable) as a “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Administrative Agent, for the benefit of the Lenders, will have Lender has a duly perfected first priority security interest under the UCC in all right, title, and interest of the each Borrower and the Guarantor in, to and under, subject, in all cases, subject to the Agency Requirements, rights and interests of Xxxxxxx Mac and the Collateral to the extent a security interest therein can be perfected by a UCC filingXxxxxxx Mac Acknowledgment Agreement. (iiie) All The Facility Documents create in favor of the Lender a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral, securing the payment of the Obligations, and all filings and other actions necessary to perfect the such security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effecttaken. Subject to the Agency Requirementsrights of Xxxxxxx Mac as set forth in Section 4.02 and in the Xxxxxxx Mac Acknowledgment Agreement, the Borrower and the Guarantor Borrowers are the legal and beneficial owners of the applicable Collateral hereunder free and clear of any Lien, other than as except for the Liens created or permitted by and any rights retained by under the Agencies pursuant to the Agency RequirementsFacility Documents. (ivf) Subject only to the Agency Requirements, terms of the Borrower Xxxxxxx Mac Acknowledgment Agreement and the Guarantor Xxxxxxx Mac Servicing Agreement, each Borrower has and will continue to have the full right, power and authority authority, to pledge the applicable Collateral, and the pledge of such Collateral may be further assigned without any requirement, except as may be specified in the Xxxxxxx Mac Servicing Contract and the Xxxxxxx Mac Acknowledgment Agreement. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by a Borrower or any of its Affiliates on the one hand and any third party (including an Affiliate of a Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of Advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause such Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.

Representations Concerning the Collateral. (1i) Neither the The Borrower nor the Guarantor has not assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except to the extent any such pledge has been released prior to the grant of any security interest thereon hereunder), and immediately prior to the pledge of any such Collateral, the Borrower or the Guarantor, as applicable, was is the sole holder/owner of such Collateral and had has good and marketable title thereto, free and clear of all Liens other than a first priority Lien in favor of Permitted Liens and has full power and authority, subject to Xxxxxx Xxx Requirements and the applicable Acknowledgment Agreement, to grant to the Administrative AgentAgent the security interest in the Collateral pursuant hereto. (iii) All information concerning all Collateral set forth on each a Schedule of Assets Collateral were, are or will be (as applicable) pledged to the Administrative Agent, for the benefit of the Lenders Secured Parties will be complete and correct in all material respects as of the date of such Schedule of AssetsCollateral. (iiiii) (x) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent as “Secured Party” and the Borrower or the Guarantor (as applicable) as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Administrative Agent, for the benefit of the LendersSecured Parties, will have a duly perfected first priority security interest under the UCC in all right, title, and interest of the Borrower and the Guarantor in, to and under, subject, in all cases, to the Agency Xxxxxx Xxx Requirements, the Collateral to the extent a security interest therein can be perfected by a UCC filing.filing and (y) upon the execution and delivery of the Account Control Agreement, the Administrative Agent, for the benefit of the Secured Parties will have a duly perfected security interest under the UCC in all right, title and interest of the Borrower in, to and under the Collection Account. 742613903 21686243 (iiiiv) All filings and other actions necessary to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to the Agency Requirements, the Borrower and the Guarantor are the legal and beneficial owners of the Collateral hereunder free and clear of any Lien, other than as permitted by and any rights retained by the Agencies pursuant to the Agency Requirements. (ivv) Subject only to the Agency Xxxxxx Xxx Requirements, the Borrower and the Guarantor have has the full right, power and authority to pledge the Collateral.

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

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

Representations Concerning the Collateral. The Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (1a) Neither the The Borrower nor the Guarantor has not assigned, pledged, conveyed, or encumbered any Collateral hereunder or any right to any other Person Collateral (except including without limitation any right to the extent control or transfer or otherwise effectuate any such pledge has been released prior remedy relating to the grant of any security interest thereon hereunderCollateral), and immediately prior the Borrower is the sole owner of all Collateral and has good and marketable title thereto free and clear of all Liens, other than, in each case, any Permitted Collateral Liens. No Pledged Servicing is owned or financed by a third-party (including, without limitation, any Affiliates of the Borrower) other than the Owner pursuant to the pledge of Servicing Contract and the Acknowledgment Agreement, and no Person has any such Collateralinterest in any Pledged Servicing, other than the Lender, the Borrower or the Guarantor, as applicable, was Owner pursuant to the sole owner Servicing Contract and the Acknowledgment Agreement (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Pledged Servicing). (b) The provisions of such Collateral and had good and marketable title thereto, free and clear of all Liens other than a first priority Lien this Agreement are effective to create in favor of the Administrative Agent. (i) All information concerning all Collateral set forth on each Schedule of Assets were, are or will be (as applicable) pledged to the Administrative Agent, for the benefit of the Lenders will be complete and correct in all material respects as of the date of such Schedule of Assets. (ii) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent as “Secured Party” and the Borrower or the Guarantor (as applicable) as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Administrative Agent, for the benefit of the Lenders, will have Lender a duly perfected first priority valid security interest under the UCC in all right, title, and interest of the Borrower and the Guarantor in, to and underunder the Collateral; (c) All information concerning any Pledged Servicing set forth on the Servicing Schedule most recently delivered does not contain, subjecttaken as a whole, any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in all caseslight of the circumstances under which they were made, to not materially misleading as of the Agency Requirements, the Collateral to the extent a security interest therein can be perfected by a UCC filing.date of delivery of such Servicing Schedule; (iiid) All filings and other actions necessary to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to the Agency Requirements, the Borrower and the Guarantor are the legal and beneficial owners Loan Documents create in favor of the Collateral hereunder free Lender a valid and, together with such filings and clear other actions, perfected first priority security interest in the Collateral, securing the payment of any Lienthe Obligations and the Hedging Transaction Obligations, and all filings and other than as permitted by and any rights retained by the Agencies pursuant actions necessary to the Agency Requirementsperfect such security interest have been duly taken. (ive) Subject only to the Agency RequirementsServicing Contract and the terms of the Acknowledgment Agreement, the Borrower and the Guarantor have has the full right, power and authority to pledge the Pledged Servicing, and the pledge of such Pledged Servicing may be further assigned without any requirement, except as may be specified in the Servicing Contract. (f) In connection with any repurchase agreement, warehouse loan agreement or line of credit, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or any of its Affiliates on the one hand and any third party (including any Affiliate of the Borrower but excluding the Lender or any Affiliate of the Lender) on the other, including without limitation, any other facility for the funding of servicing advances, no such third party has the right pursuant to the terms of such repurchase agreement, warehouse loan agreement or line of credit, loan and security agreement or similar credit facility or agreement, to cause the Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral. (g) Set forth in Schedule 4.06 hereto is, as of the Closing Date, a complete and correct list of each trade name used by the Borrower within five years of the date hereof and each former legal name of the Borrower within five years of the date hereof.

Representations Concerning the Collateral. (1) Neither the The Borrower nor the Guarantor has not assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except to the extent any such pledge has been released prior to the grant of any security interest thereon hereunder), and immediately prior to the pledge of any such Collateral, the Borrower or the Guarantor, as applicable, was is the sole owner of such Collateral and had has good and marketable title thereto, free and clear of all Liens other than a first priority Lien in favor of (x) Permitted Liens and (y) any rights retained by Ginnxx Xxx xxxsuant to the Administrative AgentGinnxx Xxx Xxxuirements. (i) All information concerning all Collateral set forth on each the Schedule of Assets Collateral were, are or will be (as applicable) pledged to the Administrative Agent, for the benefit of the Lenders Secured Parties will be complete and correct in all material respects as of the date of such Schedule of AssetsCollateral. (ii) (x) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent as “Secured Party” and the Borrower or the Guarantor (as applicable) as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Administrative Agent, for the benefit of the LendersSecured Parties, will have a duly perfected first priority security interest under the UCC in all right, title, and interest of the Borrower and the Guarantor in, to and under, subject, in all cases, to the Agency RequirementsGinnxx Xxx Xxxuirements, the Collateral to the extent a security interest therein can be perfected by a UCC filingfiling and (y) upon the execution and delivery of the Account Control Agreement, the Administrative Agent, for the benefit of the Secured Parties will have a duly perfected security interest under the UCC in all right, title and interest of the Borrower in, to and under the Collection Account. (iii) All filings and other actions necessary to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to the Agency Requirements, the Borrower and the Guarantor are the legal and beneficial owners of the Collateral hereunder free and clear of any Lien, other than as permitted by and any rights retained by the Agencies pursuant to the Agency Requirements. (iv) Subject only to the Agency RequirementsGinnxx Xxx Xxxuirements, the Borrower and the Guarantor have has the full right, power and authority to pledge the Collateral.

Representations Concerning the Collateral. The Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (1a) Neither the The Borrower nor the Guarantor has not assigned, pledged, conveyed, or encumbered any Collateral hereunder or any right to any other Person Collateral (except including without limitation any right to the extent control or transfer or otherwise effectuate any such pledge has been released prior remedy relating to the grant of any security interest thereon hereunderCollateral), and immediately prior the Borrower is the sole owner of all Collateral and has good and marketable title thereto free and clear of all Liens, other than, in each case, any Permitted Collateral Liens. No Pledged Servicing is owned or financed by a third-party (including, without limitation, any Affiliates of the Borrower) other than the Owner pursuant to the pledge of Servicing Contract and the Acknowledgment Agreement, and no Person has any such Collateralinterest in any Pledged Servicing, other than the Lender, the Borrower or the Guarantor, as applicable, was Owner pursuant to the sole owner Servicing Contract and the Acknowledgment Agreement (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Pledged Servicing). (b) The provisions of such Collateral and had good and marketable title thereto, free and clear of all Liens other than a first priority Lien this Agreement are effective to create in favor of the Administrative Agent. (i) All information concerning all Collateral set forth on each Schedule of Assets were, are or will be (as applicable) pledged to the Administrative Agent, for the benefit of the Lenders will be complete and correct in all material respects as of the date of such Schedule of Assets. (ii) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent as “Secured Party” and the Borrower or the Guarantor (as applicable) as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Administrative Agent, for the benefit of the Lenders, will have Lender a duly perfected first priority valid security interest under the UCC in all right, title, and interest of the Borrower and the Guarantor in, to and under, subjectunder the Collateral; (c) All information concerning any Pledged Servicing set forth on the Servicing Schedule most recently delivered does not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in all caseslight of the circumstances under which they were made, to not misleading as of the Agency Requirements, the Collateral to the extent a security interest therein can be perfected by a UCC filing.date of delivery of such Servicing Schedule; (iiid) All filings and other actions necessary to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to the Agency Requirements, the Borrower and the Guarantor are the legal and beneficial owners Loan Documents create in favor of the Collateral hereunder free Lender a valid and, together with such filings and clear other actions, perfected first priority security interest in the Collateral, securing the payment of any Lienthe Obligations, and all filings and other than as permitted by and any rights retained by the Agencies pursuant actions necessary to the Agency Requirementsperfect such security interest have been duly taken. (ive) Subject only to the Agency RequirementsServicing Contract and the terms of the Acknowledgment Agreement, the Borrower and the Guarantor have has the full right, power and authority to pledge the Pledged Servicing, and the pledge of such Pledged Servicing may be further assigned without any requirement, except as may be specified in the Servicing Contract. (f) In connection with any repurchase agreement, warehouse loan agreement or line of credit, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or any of its Affiliates on the one hand and any third party (including any Affiliate of the Borrower but excluding the Lender or any Affiliate of the Lender) on the other, including without limitation, any other facility for the funding of servicing advances, no such third party has the right pursuant to the terms of such repurchase agreement, warehouse loan agreement or line of credit, loan and security agreement or similar credit facility or agreement, to cause the Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral. (g) Set forth in Schedule 6.02(g) hereto is, as of the Closing Date, a complete and correct list of each trade name used by the Borrower within five years of the date hereof and each former legal name of the Borrower within five years of the date hereof.

Representations Concerning the Collateral. Each Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (1a) Neither the No Borrower nor the Guarantor has assigned, pledged, conveyed, or encumbered any Collateral hereunder (other than a Permitted Excess Servicing Spread Acquisition) to any other Person or any right to any Collateral to any Person (except including without limitation any right to the extent control or transfer or otherwise effectuate any such pledge has been released prior remedy relating to the grant of any security interest thereon hereunderCollateral), and immediately prior to the pledge of any the Collateral in which such CollateralBorrower has rights, the such Borrower or the Guarantor, as applicable, was the sole owner of such Collateral and had good and marketable title theretothereto (subject to the rights of the related Applicable Agency with respect to the related Servicing Rights and Excess Servicing Spread), free and clear of all Liens Liens, and no Person, other than the Lender has any Lien on any Collateral. No Eligible Assets are related to Mortgage Loans owned or financed by a first priority Lien third-party (including without limitation any Affiliate of Borrower) other than the Applicable Agency pursuant to the related Acknowledgement Agreement, and no Person has any interest in any Eligible Assets or any related Mortgage Loans, other than Lender, Borrower or the related Applicable Agency pursuant to the related Acknowledgement Agreement (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Eligible Assets). (b) The provisions of this Agreement are effective to create in favor of the Administrative AgentLender a valid security interest in all right, title, and interest of each Borrower in, to and under the Collateral, subject only to the interests of the related Applicable Agency. (ic) All Agency Obligations have been identified as such in a schedule attached to the Servicing Schedule most recently delivered to the Lender. All information concerning all Collateral Servicing Rights set forth on each the Servicing Schedule of Assets pursuant to which such Servicing Rights and Excess Servicing Spread were, are or will be (as applicable) pledged to the Administrative AgentLender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, for the benefit in light of the Lenders will be complete and correct in all material respects circumstances under which they were made, not misleading as of the date of delivery of such Schedule of AssetsServicing Schedule. (iid) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent Lender as “Secured Party” and the Borrower or the Guarantor (as applicable) Borrowers as “DebtorDebtors”, and describing the Collateral, in the appropriate jurisdictions, the Administrative Agent, for the benefit of the Lenders, will have Lender has a duly perfected first priority security interest under the UCC in all right, title, and interest of the each Borrower and the Guarantor in, to and under, subject, in all cases, subject to the Agency Requirementsinterests of the related Applicable Agency, the Collateral to the extent a security interest therein can be perfected by a UCC filingPledged Servicing Rights and Pledged Excess Servicing Spread. (iiie) All filings and other actions necessary to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to the rights of the related Applicable Agency Requirementsas set forth in Section 4.02 and in the related Acknowledgement Agreement, the Borrower and the Guarantor Borrowers are the legal and beneficial owners owner of the Collateral hereunder free and clear of any Lien, other than as except for the Liens created or permitted under the Facility Documents. (f) The Acknowledgement Agreement is in full force and effect and Fxxxxxx Mac has not provided written notice to either Borrower or Lender that it will terminate, revoke, modify or amend the Acknowledgment Agreement or its consent to the pledge of the Pledged Excess Servicing Spreads by Holdings to Lender or the pledge of the Pledged Servicing Rights by PMAC to Lender. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by each Borrower or any of its Affiliates on the one hand and any rights retained by third party (including an Affiliate of each Borrower or any of its Affiliates but excluding the Agencies Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of servicing advances, no such third party has the right pursuant to the Agency Requirements. (iv) Subject only terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to the Agency Requirementscause any Borrower to terminate, the Borrower and the Guarantor have the full rightrescind, power and authority to pledge cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.

Representations Concerning the Collateral. (1i) Neither the The Borrower nor the Guarantor has not assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except to the extent any such pledge has been released prior to the grant of any security interest thereon hereunder), and immediately prior to the pledge of any such Collateral, the Borrower or the Guarantor, as applicable, was is the sole holder/owner of such Collateral and had has good and marketable title thereto, free and clear of all Liens other than a first priority Lien in favor of Permitted Liens and has full power and authority, subject to Fannie Mae Requirements and the applicable Acknowledxxxxx Axxxement, to grant to the Administrative AgentAgent the security interest in the Collateral pursuant hereto. (iii) All information concerning all Collateral set forth on each a Schedule of Assets Collateral were, are or will be (as applicable) pledged to the Administrative Agent, for the benefit of the Lenders Secured Parties will be complete and correct in all material respects as of the date of such Schedule of AssetsCollateral. (iiiii) (x) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent as “Secured Party” and the Borrower or the Guarantor (as applicable) as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Administrative Agent, for the benefit of the LendersSecured Parties, will have a duly perfected first priority security interest under the UCC in all right, title, and interest of the Borrower and the Guarantor in, to and under, subject, in all cases, to the Agency Fannie Mae Requirements, the Collateral to the extent a security extenx x xxcxxxty interest therein can be perfected by a UCC filingfiling and (y) upon the execution and delivery of the Account Control Agreement, the Administrative Agent, for the benefit of the Secured Parties will have a duly perfected security interest under the UCC in all right, title and interest of the Borrower in, to and under the Collection Account. (iiiiv) All filings and other actions necessary to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to the Agency Requirements, the Borrower and the Guarantor are the legal and beneficial owners of the Collateral hereunder free and clear of any Lien, other than as permitted by and any rights retained by the Agencies pursuant to the Agency Requirements. (ivv) Subject only to the Agency Fannie Mae Requirements, the Borrower and the Guarantor have has the full rightrxxxx, power and authority to pledge the Collateral.

Representations Concerning the Collateral. Each Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (1a) Neither the No Borrower nor the Guarantor has assigned, pledged, conveyed, or encumbered any Collateral hereunder (other than a Permitted Excess Servicing Spread Acquisition) to any other Person or any right to any Collateral to any Person (except including without limitation any right to the extent control or transfer or otherwise effectuate any such pledge has been released prior remedy relating to the grant of any security interest thereon hereunderCollateral), and immediately prior to the pledge of any the Collateral in which such CollateralBorrower has rights, the such Borrower or the Guarantor, as applicable, was the sole owner of such Collateral and had good and marketable title theretothereto (subject to the rights of the related Applicable Agency with respect to the related Servicing Rights and Excess Servicing Spread), free and clear of all Liens Liens, and no Person, other than the Lender has any Lien on any Collateral. No Eligible Assets are related to Mortgage Loans owned or financed by a first priority Lien third-party (including without limitation any Affiliate of Borrower) other than the Applicable Agency pursuant to the related Acknowledgement Agreement, and no Person has any interest in any Eligible Assets or any related Mortgage Loans, other than Lender, Borrower or the related Applicable Agency pursuant to the related Acknowledgement Agreement (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Eligible Assets). (b) The provisions of this Agreement are effective to create in favor of the Administrative AgentLender a valid security interest in all right, title, and interest of each Borrower in, to and under the Collateral, subject only to the interests of the related Applicable Agency. (ic) All Agency Obligations have been identified as such in a schedule attached to the Servicing Schedule most recently delivered to the Lender. All information concerning all Collateral Servicing Rights set forth on each the Servicing Schedule of Assets pursuant to which such Servicing Rights and Excess Servicing Spread were, are or will be (as applicable) pledged to the Administrative AgentLender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, for the benefit in light of the Lenders will be complete and correct in all material respects circumstances under which they were made, not misleading as of the date of delivery of such Schedule of AssetsServicing Schedule. (iid) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent Lender as “Secured Party” and the Borrower or the Guarantor (as applicable) Borrowers as “DebtorDebtors”, and describing the Collateral, in the appropriate jurisdictions, the Administrative Agent, for the benefit of the Lenders, will have Lender has a duly perfected first priority security interest under the UCC in all right, title, and interest of the each Borrower and the Guarantor in, to and under, subject, in all cases, subject to the Agency Requirementsinterests of the related Applicable Agency, the Collateral to the extent a security interest therein can be perfected by a UCC filingPledged Servicing Rights and Pledged Excess Servicing Spread. (iiie) All filings and other actions necessary to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to the rights of the related Applicable Agency Requirementsas set forth in Section 4.02 and in the related Acknowledgement Agreement, the Borrower and the Guarantor Borrowers are the legal and beneficial owners owner of the Collateral hereunder free and clear of any Lien, other than as except for the Liens created or permitted under the Facility Documents. (f) Each applicable Acknowledgement Agreement is in full force and effect and neither Xxxxxx Mae nor Xxxxxxx Mac has provided written notice to either Borrower or Lender that it will terminate, revoke, modify or amend the related Acknowledgement Agreement or its consent to the pledge of the Pledged Excess Servicing Spreads by Holdings to Lender or the pledge of the Pledged Servicing Rights by PMAC to Lender. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by each Borrower or any of its Affiliates on the one hand and any rights retained by third party (including an Affiliate of each Borrower or any of its Affiliates but excluding the Agencies Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of servicing advances, no such third party has the right pursuant to the Agency Requirements. (iv) Subject only terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to the Agency Requirementscause any Borrower to terminate, the Borrower and the Guarantor have the full rightrescind, power and authority to pledge cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.

Representations Concerning the Collateral. Each Loan Party represents and warrants to the Lenders: (1a) Neither the Borrower nor the Guarantor No Loan Party has assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except to the extent any such pledge has been released prior to the grant of any security interest thereon hereunder), other than Permitted Liens) and immediately prior to the pledge of any such Collateral, the Borrower or the Guarantor, as applicable, a Loan Party was the sole owner of such Collateral and had good and marketable title thereto, free and clear of all Liens (other than Permitted Liens), and no Person, other than the Lenders has any Lien (other than Permitted Liens) on any Collateral. No security agreement, financing statement, equivalent security or lien instrument or continuation statement covering all or any part of the Collateral which has been signed by any Loan Party or which any Loan Party has authorized any other Person to sign or file or record, is on file or of record with any public office, except such as may have been filed by or on behalf of a first priority Lien Loan Party in favor of the Administrative AgentLenders pursuant to the Loan Documents or in respect of applicable Permitted Liens. (ib) All information concerning all Collateral set forth on each Schedule The provisions of Assets were, the Loan Documents are or will be (as applicable) pledged effective to the Administrative Agent, for the benefit create in favor of the Lenders will be complete and correct a valid security interest in all material respects as right, title, and interest of each Loan Party in, to and under the date of such Schedule of AssetsCollateral, subject only to applicable Permitted Liens. (iic) Upon the entry and effectiveness of the Orders and the filing of financing statements on Form UCC-1 naming the Administrative Agent Lenders as “Secured PartyParties” and the Borrower or the Guarantor (as applicable) each Loan Party as “Debtor”, and describing the Collateral, in the appropriate jurisdictionsjurisdictions and recording offices listed on Schedule 3.21 attached hereto, the Administrative Agent, for security interests granted in the benefit of Collateral pursuant to the Lenders, Collateral Documents will have a duly constitute perfected first priority security interest interests under the UCC Uniform Commercial Code in all right, title, title and interest of the Borrower and the Guarantor applicable Loan Party in, to and underunder such Collateral, subject, in all cases, to the Agency Requirements, the Collateral to the extent a security interest therein which can be perfected by a UCC filingfiling under the Uniform Commercial Code, in each case, subject to applicable Permitted Liens and as provided in Section 3.24. (iiid) All filings Each Loan Party has and other actions necessary will continue to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to the Agency Requirements, the Borrower and the Guarantor are the legal and beneficial owners of the Collateral hereunder free and clear of any Lien, other than as permitted by and any rights retained by the Agencies pursuant to the Agency Requirements. (iv) Subject only to the Agency Requirements, the Borrower and the Guarantor have the full right, power and authority authority, to pledge the Collateral, subject to Permitted Liens, and the pledge of the Collateral may be further assigned without any requirement.

Representations Concerning the Collateral. The Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (1a) Neither Except as set forth pursuant to the terms and provisions of the Freddie Mac Requirements, Borrower nor the Guarantor has not assigned, pledged, transferred, conveyed, or encumbered any Collateral hereunder to any other Person or any right to any Collateral to any Person (except including without limitation any right to the extent control or transfer or otherwise effectuate any such pledge has been released prior remedy relating to the grant of any security interest thereon hereunderCollateral), and immediately prior to the pledge of any such Collateral, the Borrower was the sole owner or the Guarantorholder, as applicable, was the sole owner of such Collateral and had good and marketable title thereto, as applicable, (subject to the rights of the Applicable Agency with respect to the Collateral), free and clear of all Liens Liens, other than Freddie Mac’s Superior Interest, and no Person, other than the Lender and Freddie Mac has any Lien on any Collateral. No Eligible Servicing Rights are related to Mortgage Loans owned or financed by a first priority Lien third-party (including without limitation any Affiliates or Subsidiaries of Borrower) other than the Applicable Agency pursuant to the terms and provisions of the Xxxxxxx Mac Requirements or the Xxxxxx Xxx Acknowledgement Agreement or any Other Facility Lender pursuant to the related Other Facility, and no Person has any interest in any Eligible Servicing Rights or any related Mortgage Loans, other than Lender, Borrower, Freddie Mac pursuant to the terms and provisions of the Xxxxxxx Mac Requirements or Xxxxxx Xxx pursuant to the Xxxxxx Xxx Acknowledgement Agreement or an Other Facility Lender pursuant to the related Other Facility (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Eligible Servicing Rights); and (b) The provisions of this Agreement are effective to create in favor of the Administrative AgentLender a valid security interest in all right, title and interest, (as applicable) of the Borrower in, to and under the Collateral, subject only to the interests of the Applicable Agency. (ic) All Agency Obligations have been identified as such in a schedule attached to the Servicing Schedule most recently delivered to the Lender. All information concerning all Collateral Servicing Rights set forth on each the Servicing Schedule of Assets pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Administrative AgentLender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, for the benefit in light of the Lenders will be complete and correct in all material respects circumstances under which they were made, not misleading as of the date of delivery of such Schedule of AssetsServicing Schedule. (iid) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent Lender as “Secured Party” and the Borrower or the Guarantor (as applicable) as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Administrative Agent, for the benefit of the Lenders, will have Lender has a duly perfected first priority security interest under the UCC in all right, title, and interest of the Borrower and the Guarantor in, to and under, subject, in all cases, subject to Freddie Mac’s Superior Interest and the other interests of each Applicable Agency Requirements, and the Collateral to the extent a security interest therein can be perfected by a UCC filingPledged Servicing Rights. (iiie) All filings and other actions necessary to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to (i) the Agency Requirements, the Borrower terms and the Guarantor are the legal and beneficial owners provisions of the Collateral hereunder free and clear of any Lien, other than as permitted by and any rights retained by the Agencies pursuant to the Agency Freddie Mac Requirements. (iv) Subject only to the Agency Requirements, the Borrower and the Guarantor have the full right, power and authority to pledge the Collateral.,

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

Representations Concerning the Collateral. Each Loan Party represents and warrants to the Lenders that as of each day that a Loan is outstanding pursuant to this Agreement: (1a) Neither the Borrower nor the Guarantor No Loan Party has assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except to the extent any such pledge has been released prior to the grant of any security interest thereon hereunder), other than Permitted Liens) and immediately prior to the pledge of any such Collateral, the Borrower or the Guarantor, as applicable, a Loan Party was the sole owner of such Collateral and had good and marketable title thereto, free and clear of all Liens (other than Permitted Liens), and no Person, other than the Lenders has any Lien (other than Permitted Liens) on any Collateral. No security agreement, financing statement, equivalent security or lien instrument or continuation statement covering all or any part of the Collateral which has been signed by any Loan Party or which any Loan Party has authorized any other Person to sign or file or record, is on file or of record with any public office, except such as may have been filed by or on behalf of a first priority Lien Loan Party in favor of the Administrative AgentLenders pursuant to the Loan Documents or in respect of applicable Permitted Liens. (ib) All information concerning all Collateral set forth on each Schedule The provisions of Assets were, the Loan Documents are or will be (as applicable) pledged effective to the Administrative Agent, for the benefit create in favor of the Lenders will be complete and correct a valid security interest in all material respects as right, title, and interest of each Loan Party in, to and under the date of such Schedule of AssetsCollateral, subject only to applicable Permitted Liens. (iic) Upon the entry and effectiveness of the Orders and the filing of financing statements on Form UCC-1 naming the Administrative Agent Lenders as “Secured PartyParties” and the Borrower or the Guarantor (as applicable) each Loan Party as “Debtor”, and describing the Collateral, in the appropriate jurisdictionsjurisdictions and recording offices listed on Schedule 3.21 attached hereto, the Administrative Agent, for security interests granted in the benefit of Collateral pursuant to the Lenders, Collateral Documents will have a duly constitute perfected first priority security interest interests under the UCC Uniform Commercial Code in all right, title, title and interest of the Borrower and the Guarantor applicable Loan Party in, to and underunder such Collateral, subject, in all cases, to the Agency Requirements, the Collateral to the extent a security interest therein which can be perfected by filing under the Uniform Commercial Code except with respect to any Collateral in which a UCC filinglender under the Existing Prepetition Facilities has been granted a security interest, in which case, the security interests granted hereunder in the Collateral will constitute a junior Lien on such Collateral, in each case, subject to applicable Permitted Liens and as provided in Section 3.24. (iiid) All filings Each Loan Party has and other actions necessary will continue to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to the Agency Requirements, the Borrower and the Guarantor are the legal and beneficial owners of the Collateral hereunder free and clear of any Lien, other than as permitted by and any rights retained by the Agencies pursuant to the Agency Requirements. (iv) Subject only to the Agency Requirements, the Borrower and the Guarantor have the full right, power and authority authority, to pledge the Collateral, subject to Permitted Liens, and the pledge of the Collateral may be further assigned without any requirement.

Representations Concerning the Collateral. (1) Neither the The Borrower nor the Guarantor has not assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except to the extent any such pledge has been released prior to the grant of any security interest thereon hereunder), and immediately prior to the pledge of any such Collateral, the Borrower or the Guarantor, as applicable, was is the sole owner of such Collateral and had has good and marketable title thereto, free and clear of all Liens other than a first priority Lien in favor of (x) Permitted Liens and (y) any rights retained by Xxxxxx Xxx pursuant to the Administrative AgentXxxxxx Xxx Requirements. (i) All information concerning all Collateral set forth on each the Schedule of Assets Collateral were, are or will be (as applicable) pledged to the Administrative Agent, for the benefit of the Lenders Secured Parties will be complete and correct in all material respects as of the date of such Schedule of AssetsCollateral. (ii) (x) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent as “Secured Party” and the Borrower or the Guarantor (as applicable) as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Administrative Agent, for the benefit of the LendersSecured Parties, will have a duly perfected first priority security interest under the UCC in all right, title, and interest of the Borrower and the Guarantor in, to and under, subject, in all cases, to the Agency Xxxxxx Xxx Requirements, the Collateral to the extent a security interest therein can be perfected by a UCC filingfiling and (y) upon the execution and delivery of the Account Control Agreement, the Administrative Agent, for the benefit of the Secured Parties will have a duly perfected security interest under the UCC in all right, title and interest of the Borrower in, to and under the Collection Account. (iii) All filings and other actions necessary to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to the Agency Requirements, the Borrower and the Guarantor are the legal and beneficial owners of the Collateral hereunder free and clear of any Lien, other than as permitted by and any rights retained by the Agencies pursuant to the Agency Requirements. (iv) Subject only to the Agency Xxxxxx Xxx Requirements, the Borrower and the Guarantor have has the full right, power and authority to pledge the Collateral.

Representations Concerning the Collateral. Each Borrower represents and warrants (1each of which such representations and warranties shall be deemed repeated upon the making of each request for a Revolving Credit Advance and made as of the time of each and every Revolving Credit Advance hereunder): (a) Neither all the Borrower nor the Guarantor has assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except to the extent any such pledge has been released prior to the grant of any security interest thereon hereunder), and immediately prior to the pledge of any such Collateral, the Borrower or the Guarantor, as applicable, was the sole owner of such Collateral and had good and marketable title thereto, i) is owned by Borrowers free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement) except (A) those in Lender's favor and (B) Permitted Liens other than and (ii) is not subject to any agreement prohibiting the granting of a first priority Lien in favor security interest or requiring notice of or consent to the granting of a security interest; (b) all Receivables known to Borrower (i) represent complete (to the extent of the Administrative Agentpercentage of the work for which the payment is due) bona fide transactions which require no further act under any circumstances on Borrower's part to make such Receivables payable by Customers, (ii) to the best of Borrower's knowledge, are not subject to any present, future or contingent Disputes which are not disclosed to Lender; (iii) do not represent bill and hold salex, xonsignment sales, guaranteed sales, sale or return or other similar understandings or obligations of any Affiliate or Subsidiary of Borrowers which are not disclosed to Lender; (iv) included in any Borrowing Base Certificate as an Eligible Receivable meets all criteria specified in the definition of Eligible Receivables, except as may otherwise be specifically disclosed in such Borrowing Base Certificate or as otherwise theretofore disclosed in writing to Lender; and (v) Borrowers have no knowledge of any fact or circumstance not disclosed to Lender in the pertinent Borrowing Base Certificate or otherwise in writing, which would impair the validity or collectibility of any Receivable and that all documents in connection with each Receivable are genuine. (ic) All information concerning all Collateral set forth in the event any amounts due and owing from any account debtor to Borrower on each Schedule any Eligible Receivable shall become subject to any Dispute, or to any other adjustment in excess of Assets were, are or will $100,000.00 otherwise permitted to be (as applicable) pledged made in accordance with the terms and provisions hereof in the ordinary course of business and prior to the Administrative Agentoccurrence of an Event of Default hereunder, for Borrower agrees that it shall, at the benefit time of the Lenders will be complete and correct in all material respects as submission of the next Borrowing Base Certificate required to be delivered to Lender immediately following the date on which Borrower learns thereof, provide Lender with notice thereof. Borrower further agrees that it shall also notify Lender promptly of such Schedule all returns and credits in excess of Assets. (ii) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent as “Secured Party” and the Borrower or the Guarantor (as applicable) as “Debtor”, and describing the Collateral, $75,000.00 in the appropriate jurisdictions, the Administrative Agent, for the benefit of the Lenders, will have a duly perfected first priority security interest under the UCC in all right, title, and interest of the Borrower and the Guarantor in, to and under, subject, in all cases, to the Agency Requirements, the Collateral to the extent a security interest therein can be perfected by a UCC filing. (iii) All filings and other actions necessary to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to the Agency Requirements, the Borrower and the Guarantor are the legal and beneficial owners of the Collateral hereunder free and clear respect of any LienReceivables included within a Borrowing Base Certificate, other than as permitted by and any rights retained by which notice shall specify the Agencies pursuant to the Agency RequirementsReceivables affected. (iv) Subject only to the Agency Requirements, the Borrower and the Guarantor have the full right, power and authority to pledge the Collateral.

Representations Concerning the Collateral. The Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (1a) Neither Except as set forth pursuant to the terms and provisions of the Xxxxxxx Xxx Requirements, Borrower nor the Guarantor has not assigned, pledged, transferred, conveyed, or encumbered any Collateral hereunder to any other Person or any right to any Collateral to any Person (except including without limitation any right to the extent control or transfer or otherwise effectuate any such pledge has been released prior remedy relating to the grant of any security interest thereon hereunderCollateral), and immediately prior to the pledge of any such Collateral, the Borrower was the sole owner or the Guarantorholder, as applicable, was the sole owner of such Collateral and had good and marketable title thereto, as applicable, (subject to the rights of the Applicable Agency with respect to the Collateral), free and clear of all Liens Liens, other than Xxxxxxx Xxx’s Superior Interest, and no Person, other than the Lender and Xxxxxxx Xxx has any Lien on any Collateral. No Eligible Servicing Rights are related to Mortgage Loans owned or financed by a first priority Lien third-party (including without limitation any Affiliates or Subsidiaries of Borrower) other than the Applicable Agency pursuant to the terms and provisions of the Xxxxxxx Mac Requirements or the Xxxxxx Xxx Acknowledgement Agreement or any Other Facility Lender pursuant to the related Other Facility, and no Person has any interest in any Eligible Servicing Rights or any related Mortgage Loans, other than Lender, Xxxxxxxx, Xxxxxxx Xxx pursuant to the terms and provisions of the Xxxxxxx Mac Requirements or Xxxxxx Xxx pursuant to the Xxxxxx Xxx Acknowledgement Agreement or an Other Facility Lender pursuant to the related Other Facility (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Eligible Servicing Rights); and (b) The provisions of this Agreement are effective to create in favor of the Administrative AgentLender a valid security interest in all right, title and interest, (as applicable) of the Borrower in, to and under the Collateral, subject only to the interests of the Applicable Agency. (ic) All Agency Obligations have been identified as such in a schedule attached to the Servicing Schedule most recently delivered to the Lender. All information concerning all Collateral Servicing Rights set forth on each the Servicing Schedule of Assets pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Administrative AgentLender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, for the benefit in light of the Lenders will be complete and correct in all material respects circumstances under which they were made, not misleading as of the date of delivery of such Schedule of AssetsServicing Schedule. (iid) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent Lender as “Secured Party” and the Borrower or the Guarantor (as applicable) as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Administrative Agent, for the benefit of the Lenders, will have Lender has a duly perfected first priority security interest under the UCC in all right, title, and interest of the Borrower and the Guarantor in, to and under, subject, in all cases, subject to Xxxxxxx Xxx’s Superior Interest and the other interests of each Applicable Agency Requirements, and the Collateral to the extent a security interest therein can be perfected by a UCC filingPledged Servicing Rights. (iiie) All filings and other actions necessary to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to (i) the Agency Requirements, the Borrower terms and the Guarantor are the legal and beneficial owners provisions of the Collateral hereunder free and clear of any Lien, other than as permitted by and any rights retained by the Agencies pursuant to the Agency Xxxxxxx Xxx Requirements. (iv) Subject only to the Agency Requirements, the Borrower and the Guarantor have the full right, power and authority to pledge the Collateral.,

Representations Concerning the Collateral. Each Borrower represents and warrants to the Lender that throughout the term of this Agreement: (1a) Neither the Borrower nor the Guarantor It has not assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except to the extent any such pledge has been released prior to the grant of any security interest thereon hereunder)Person, and immediately prior to the pledge of any such Collateral, the Borrower or the Guarantor, as applicable, it was the sole owner of such Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens other than a first priority Lien to be released simultaneously with the Liens granted in favor of the Administrative AgentLender hereunder and no Person, other than the Lender has any Lien on any Collateral. (ib) The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, title, and interest of it in, to and under the Collateral. (c) All Recourse Servicing Obligations have been identified as such in a schedule attached to the Electronic File most recently delivered to the Lender. All information concerning all Collateral Servicing Rights set forth on each Schedule of Assets the Electronic File pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Administrative AgentLender was, for the benefit of the Lenders will is and shall be true and complete and correct in all material respects as of the date of such Schedule of AssetsElectronic File. (d) From and after (a) delivery to the Lender of a Electronic File listing (i) the individual Mortgage Loans owned by each Investor and (ii) the pools of Mortgage Loans backing MBS, that are to be serviced by it pursuant to the Servicing Rights that are being pledged to the Lender and (b) the funding of part or all of the related Borrower Request, the Lender has or will have a duly perfected first priority security interest, in those Servicing Rights listed. (e) Upon the filing of a financing statements on Form UCC-1 naming the Administrative Agent as “Secured Party” and the Borrower or the Guarantor (as applicable) as “Debtor”, and describing the Collateral, statement in the appropriate jurisdictions, office of the Administrative Agent, Secretary of State of the State of Delaware that reasonably describes the Servicing Rights generally and otherwise complies with the legal requirements for the benefit form and content of a financing statement under the Lenders, UCC the Lender will have a duly perfected first priority security interest under the UCC in all of its right, title, and interest of the Borrower and the Guarantor in, to and underunder such Servicing Rights, subject, in all cases, to the Agency Requirements, the Collateral to the extent a security interest therein which can be perfected by a UCC filingfiling under the UCC. (iii) All filings and other actions necessary to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to the Agency Requirements, the Borrower and the Guarantor are the legal and beneficial owners of the Collateral hereunder free and clear of any Lien, other than as permitted by and any rights retained by the Agencies pursuant to the Agency Requirements. (ivf) Subject only to the Agency Requirementsterms of the related Servicing Contracts, the Borrower it has and the Guarantor will continue to have the full right, power and authority authority, to pledge the CollateralServicing Rights, and the pledge of such Servicing Rights may be further assigned without any requirement, except as may be specified in the related Servicing Contracts.

Representations Concerning the Collateral. Borrower represents and warrants (1each of which such representations and warranties shall be deemed repeated upon the making of each request for a Revolving Credit Advance and made as of the time of each and every Revolving Credit Advance hereunder): (a) Neither all the Collateral (i) is owned by Borrower nor the Guarantor has assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except to the extent any such pledge has been released prior to the grant of any security interest thereon hereunder), and immediately prior to the pledge of any such Collateral, the Borrower or the Guarantor, as applicable, was the sole owner of such Collateral and had good and marketable title thereto, free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement) except (A) those in Lender's favor and (B) Permitted Liens and (ii) is not subject to any agreement prohibiting the granting of a security interest or requiring notice of or consent to the granting of a security interest; (b) all Receivables (i) represent complete bona fide transactions which require no further act under any circumstances on Borrower's part to make such Receivables payable by Customers, (ii) to the best of Borrower's knowledge, are not subject to any present, future or contingent Disputes; (iii) do not represent bill and hold sales, consxxxxent sales, guaranteed sales, sale or return or other than a first priority Lien similar understandings or obligations of any Affiliate or Subsidiary of Borrower; (iv) included in favor any Borrowing Base Certificate as an Eligible Receivable meets all criteria specified in the definition of Eligible Receivables, except as may otherwise be specifically disclosed in such Borrowing Base Certificate or as otherwise theretofore disclosed in writing to Lender; and (v) Borrower has no knowledge of any fact or circumstance not disclosed to Lender in the Administrative Agentpertinent Borrowing Base Certificate or otherwise in writing, which would impair the validity or collectibility of any Receivable and that all documents in connection with each Receivable are genuine. (ic) All information concerning all Collateral set forth in the event any amounts due and owing from any account debtor to Borrower on each Schedule any Eligible Receivable shall become subject to any Dispute, or to any other adjustment otherwise permitted to be made in accordance with the terms and provisions hereof in the ordinary course of Assets were, are or will be (as applicable) pledged business and prior to the Administrative Agentoccurrence of an Event of Default hereunder, for Borrower agrees that it shall, at the benefit time of the Lenders will be complete and correct in all material respects as submission of the next Borrowing Base Certificate required to be delivered to Lender immediately following the date on which Borrower learns thereof, provide Lender with notice thereof. Borrower further agrees that it shall also notify Lender promptly of such Schedule of Assets. (ii) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent as “Secured Party” all returns and the Borrower or the Guarantor (as applicable) as “Debtor”, and describing the Collateral, credits in the appropriate jurisdictions, the Administrative Agent, for the benefit of the Lenders, will have a duly perfected first priority security interest under the UCC in all right, title, and interest of the Borrower and the Guarantor in, to and under, subject, in all cases, to the Agency Requirements, the Collateral to the extent a security interest therein can be perfected by a UCC filing. (iii) All filings and other actions necessary to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to the Agency Requirements, the Borrower and the Guarantor are the legal and beneficial owners of the Collateral hereunder free and clear respect of any LienReceivables included within a Borrowing Base Certificate, other than as permitted by and any rights retained by which notice shall specify the Agencies pursuant to the Agency RequirementsReceivables affected. (iv) Subject only to the Agency Requirements, the Borrower and the Guarantor have the full right, power and authority to pledge the Collateral.

Representations Concerning the Collateral. Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement: (1a) Neither the Borrower nor the Guarantor has not assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person or any right to any Collateral to any Person (except including without limitation any right to the extent control or transfer or otherwise effectuate any such pledge has been released prior remedy relating to the grant of any security interest thereon hereunderCollateral), and immediately prior to the pledge of any such Collateral, the Borrower or the Guarantor, as applicable, was the sole owner of such Collateral and had good and marketable title theretothereto (subject to the rights of the related Applicable Agency with respect to the related Servicing Rights), free and clear of all Liens Liens, and no Person, other than the Lender has any Lien on any Collateral. No Eligible Servicing Rights are related to Mortgage Loans owned or financed by a first priority Lien third-party (including without limitation any Affiliate of Borrower) other than the Applicable Agency pursuant to the related Acknowledgement Agreement, and no Person has any interest in any Eligible Servicing Rights or any related Mortgage Loans, other than Lender, Borrower or the related Applicable Agency pursuant to the related Acknowledgement Agreement (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Eligible Servicing Rights). (b) The provisions of this Agreement are effective to create in favor of the Administrative AgentLender a valid security interest in all right, title, and interest of the Borrower in, to and under the Collateral, subject only to the interests of the related Applicable Agency. (ic) All Agency Obligations have been identified as such in a schedule attached to the Servicing Schedule most recently delivered to the Lender. All information concerning all Collateral Servicing Rights set forth on each the Servicing Schedule of Assets pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Administrative AgentLender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, for the benefit in light of the Lenders will be complete and correct in all material respects circumstances under which they were made, not misleading as of the date of delivery of such Schedule of AssetsServicing Schedule. (iid) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent Lender as “Secured Party” and the Borrower or the Guarantor (as applicable) as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Administrative Agent, for the benefit of the Lenders, will have Lender has a duly perfected first priority security interest under the UCC in all right, title, and interest of the Borrower and the Guarantor in, to and under, subject, in all cases, subject to the Agency Requirementsinterests of the related Applicable Agency, the Collateral to the extent a security interest therein can be perfected by a UCC filingServicing Rights. (iiie) All filings and other actions necessary to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to the rights of the related Applicable Agency Requirementsas set forth in Section 4.02 and in the related Acknowledgement Agreement, the Borrower and the Guarantor are is the legal and beneficial owners owner of the Collateral hereunder free and clear of any Lien, other than as except for the Liens created or permitted by and any rights retained by under the Agencies pursuant to the Agency RequirementsFacility Documents. (ivf) Subject only to the Agency Requirementsterms of the related Acknowledgement Agreement, the Borrower has and the Guarantor will continue to have the full right, power and authority authority, to pledge the Servicing Rights, and the pledge of such Servicing Rights may be further assigned without any requirement, except as may be specified in the Xxxxxx Xxx Guides and Xxxxxxx Mac Guides, as applicable. (g) In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or any of its Affiliates on the one hand and any third party (including an Affiliate of the Borrower or any of its Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of servicing advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause the Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.

Representations Concerning the Collateral. Borrower represents and warrants (1each of which such representations and warranties shall be deemed repeated upon the making of each request for a Revolving Credit Advance and made as of the time of each and every Revolving Credit Advance hereunder): (a) Neither all the Collateral (i) is owned by Borrower nor the Guarantor has assigned, pledged, conveyed, or encumbered any Collateral hereunder to any other Person (except to the extent any such pledge has been released prior to the grant of any security interest thereon hereunder), and immediately prior to the pledge of any such Collateral, the Borrower or the Guarantor, as applicable, was the sole owner of such Collateral and had good and marketable title thereto, free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement) except (A) those in Lender's favor and (B) Permitted Liens and (ii) is not subject to any agreement prohibiting the granting of a security interest or requiring notice of or consent to the granting of a security interest; (b) all Receivables (i) represent complete bona fide transactions which require no further act under any circumstances on Borrower's part to make such Receivables payable by Customers, (ii) to the best of Borrower's knowledge, are not subject to any present, future or contingent Disputes; (iii) do not represent bill and hold sales, consignment sxxxx, guaranteed sales, sale or return or other than a first priority Lien similar understandings or obligations of any Affiliate or Subsidiary of Borrower; (iv) included in favor any Borrowing Base Certificate as an Eligible Receivable meets all criteria specified in the definition of Eligible Receivables, except as may otherwise be specifically disclosed in such Borrowing Base Certificate or as otherwise theretofore disclosed in writing to Lender; and (v) Borrower has no knowledge of any fact or circumstance not disclosed to Lender in the Administrative Agentpertinent Borrowing Base Certificate or otherwise in writing, which would impair the validity or collectibility of any Receivable and that all documents in connection with each Receivable are genuine. (ic) All information concerning all Collateral set forth in the event any amounts due and owing from any account debtor to Borrower on each Schedule any Eligible Receivable shall become subject to any Dispute, or to any other adjustment otherwise permitted to be made in accordance with the terms and provisions hereof in the ordinary course of Assets were, are or will be (as applicable) pledged business and prior to the Administrative Agentoccurrence of an Event of Default hereunder, for Borrower agrees that it shall, at the benefit time of the Lenders will be complete and correct in all material respects as submission of the next Borrowing Base Certificate required to be delivered to Lender immediately following the date on which Borrower learns thereof, provide Lender with notice thereof. Borrower further agrees that it shall also notify Lender promptly of such Schedule of Assets. (ii) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent as “Secured Party” all returns and the Borrower or the Guarantor (as applicable) as “Debtor”, and describing the Collateral, credits in the appropriate jurisdictions, the Administrative Agent, for the benefit of the Lenders, will have a duly perfected first priority security interest under the UCC in all right, title, and interest of the Borrower and the Guarantor in, to and under, subject, in all cases, to the Agency Requirements, the Collateral to the extent a security interest therein can be perfected by a UCC filing. (iii) All filings and other actions necessary to perfect the security interest in the Collateral created under this Agreement under the UCC have been duly made or taken and are in full force and effect. Subject to the Agency Requirements, the Borrower and the Guarantor are the legal and beneficial owners of the Collateral hereunder free and clear respect of any LienReceivables included within a Borrowing Base Certificate, other than as permitted by and any rights retained by which notice shall specify the Agencies pursuant to the Agency RequirementsReceivables affected. (iv) Subject only to the Agency Requirements, the Borrower and the Guarantor have the full right, power and authority to pledge the Collateral.