Freddie Mac Single-Family Seller/Servicer Guide 2101.5 — Organizational changes and Servicing transfers

This section contains requirements related to: ■ Reporting of changes in Seller/Servicers organization or status ■ Transfer of assets to an entity that is not a Freddie Mac-approved Seller/Servicer ■ Seller/Servicer changes that result in a Transfer of Servicing

(a) Reporting of changes in Seller/Servicer’s organization or status A Seller/Servicer must submit a Change and Activity Report to Freddie Mac with respect to any material change in its ownership or organization (“Material Organizational Change”) using the Unified Counterparty Experience® (UCount®) system at least 60 calendar days before the effective date of such Material Organizational Change. Material Organizational Changes include, but are not limited to, any of the following: ■ Merger (whether the Seller/Servicer is the surviving entity or non-surviving entity) ■ Consolidation (including a regulatory agency-assisted transaction) ■ Change of Control ■ Conversion or change in the Seller/Servicer’s legal structure (such as a corporation becoming a limited liability company), legal jurisdiction (such as a change of State of formation) or charter (such as a State-chartered bank becoming federally chartered) ■ Transfer of all or substantially all of the Seller/Servicer’s assets to another entity In addition to submitting a Change and Activity Report, as a condition to obtaining or maintaining a Seller/Servicer’s eligibility status as a Freddie Mac-approved Seller/Servicer, any Material Organizational Change (including the changes described in the bullets above) requires Freddie Mac’s prior written approval or notice of non-objection before the effective date of the Material Organizational Change. Freddie Mac may require a Seller/Servicer to satisfy certain conditions in connection with Freddie Mac’s prior written approval or notice of non-objection (including, without limitation, assumption by the surviving entity of the liabilities of the non-surviving entity, posting of collateral, satisfaction of FRE Claims, execution and delivery of agreements in connection with any of the foregoing and/or submission of any additional information or documentation related to the Material Organizational Change). Freddie Mac’s decision whether to grant approval or provide notice of non-objection, and whether to impose any conditions in connection with the foregoing, with respect to any Material Organizational Change will be in Freddie Mac’s sole and absolute discretion. In connection with any Material Organizational Change, the following shall constitute a breach of the Guide and an “Unauthorized Transaction”: ■ Seller/Servicer’s failure to timely submit a Change and Activity Report to Freddie Mac in connection therewith, or ■ The Seller/Servicer consummates such Material Organizational Change without Freddie Mac’s prior written approval or notice of non-objection In the event of an Unauthorized Transaction, Freddie Mac shall have the right to assess a compensatory fee determined by Freddie Mac in its sole and absolute discretion and all other rights and remedies under the Guide. If a Material Organizational Change results in a Transfer of Servicing, whether by operation of law or otherwise, the applicable Seller/Servicers must comply with their respective obligations under the Guide and applicable Purchase Documents, including, but not limited to, Sections 1101.3 and 2101.5(c) and Chapter 7101. If there is a Transfer of Servicing, the applicable Seller/Servicers must obtain Freddie Mac’s prior written approval in accordance with Chapter 7101 for the proposed transaction(s). If a Seller/Servicer intends to (i) transfer assets to an entity that is not a Freddie Macapproved Seller/Servicer or (ii) merge or consolidate with and into an entity that is not a Freddie Mac-approved Seller/Servicer, see Section 2101.5(b) below, for additional requirements. A Seller/Servicer must submit a Change and Activity Report to Freddie Mac using UCount no later than one Business Day after any of the following events: 1. A name change, including a change relating to a doing-business-as, fictitious or alias name 2. A change concerning: ■ Relationships with any Affiliate ■ External auditors ■ Fiscal year-end ■ 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 nonmaterial 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 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