Freddie Mac Single-Family Seller/Servicer Guide 2101.12 — Reporting of changes in Seller/Servicer’s organization or status

(d) Any contract between a Seller/Servicer and a Related Third Party that will have or is reasonably likely to have a Material Adverse Effect 3. A change in Seller/Servicer’s headquarter address, registered agent address or principal place of business or a change in the location of its books and records (other than a non-material change in the location of its books and records in the normal course of its business in selling or servicing Mortgages) 4. A change in Senior Management A Seller/Servicer must submit a Change and Activity Report to Freddie Mac using UCount within one Business Day after it: 1. Is terminated by a mortgage insurance company, secondary marketing agency or other secondary mortgage investor 2. Voluntarily files a petition under federal bankruptcy or State insolvency laws, or answers an involuntary proceeding admitting insolvency or inability to pay debts 3. Fails to obtain a vacation or stay of involuntary proceedings brought for its reorganization, dissolution or liquidation 4. Is adjudged bankrupt or insolvent 5. Has a trustee, conservator or receiver appointed for the Seller/Servicer or its property 6. Makes an assignment for the benefit of its creditors 7. Is put on probation or has its activities restricted in any manner by any agency of the federal or of State government 8. Becomes subject to an active or threatened (overtly and in writing) class action legal proceeding or a regulatory or supervisory action, proceeding or investigation including, without limitation, any judgment, order, finding or settlement that may have a Material Adverse Effect 9. With respect to any lender or secured party of a credit, loan or funding facility, including, but not limited to, any Warehouse Lender or any Secured Party under an Acknowledgment Agreement or Consent Agreement:

(a) Notifies any lender or secured party, or is notified by any lender or secured party of a breach or default under a credit, loan or funding facility or other related financing documents, or of Seller/Servicer’s violation of any financial covenants (e.g., covenants relating to Seller/Servicer’s working capital, debt or equity or net worth) of a credit, loan or funding facility or other related financing documents (to the extent such breach, default or violation is not cured within any applicable cure period set forth in the applicable agreement); or

(b) Notifies the Warehouse Lender or Secured Party, or is notified by the Warehouse Lender or Secured Party of a breach or default under a Warehouse Agreement or other relevant contract (including an Acknowledgment Agreement or Consent Agreement), or of Seller/Servicer’s violation of any financial covenant (e.g., covenants relating to Seller/Servicer’s working capital, debt or equity, servicing portfolio or net worth) of a Warehouse Agreement or other relevant contract (including an Acknowledgment Agreement or Consent Agreement); or

(c) Agrees to or becomes aware of any other major event regarding the agreements referenced in the foregoing Guide Section 2101.12(9)(a), such as execution of a new agreement or cancelation, termination or substantive modification to an existing agreement or other relevant contract 10. Without derogating from the generality of Section 2101.12(8), with respect to any dispute, litigation or other adversary proceeding with a Related Third Party or other party that may have a Material Adverse Effect: (a) Receives notice of a dispute not subject to litigation or other adversary proceeding, no later than one Business Day after Seller/Servicer’s reasonable determination that such dispute may have a Material Adverse Effect (b) Initiates litigation or other adversary proceedings asserting claims by or on behalf of the Seller/Servicer that may have a Material Adverse Effect, no later than one Business Day after the initiation of such litigation or proceedings; and (c) Receives notice of litigation or other adversary proceedings asserting claims against the Seller/Servicer that may have a Material Adverse Effect, no later than one Business Day after notice to the Seller/Servicer of any such litigation or proceedings The Seller/Servicer must keep Freddie Mac apprised in writing of any major developments in any such dispute, litigation or other adversary proceedings and must provide, at Freddie Mac’s request, copies of any pleadings or other documents related to the dispute, litigation or other adversary proceedings. Freddie Mac may also require the Seller/Servicer to provide additional information concerning any event covered by this Section 2101.12(10) and reserves the right to take any action it deems necessary based on such information and change. 11. Receives notice that the Seller/Servicer is suspended, disqualified or terminated as a Fannie Mae-approved seller, lender or servicer and/or a Ginnie Mae-approved issuer In connection with the submission of any Change and Activity Report or Material Organizational Change, Freddie Mac in its sole discretion may request (and the Seller/Servicer must promptly provide) additional information on such change or activity, including, without limitation, organizational charts or any or all of the documentation set forth in Section 2101.1(c). A Seller/Servicer submitting a Change and Activity Report should determine if a new Certificate of Incumbency (and board of directors or other governing body resolution) should be submitted with new or modified fund transfer instructions or other payment instructions. See Section 2201.1 for forms and delivery instructions.