Freddie Mac Single-Family Seller/Servicer Guide 2201.1 — Seller/Servicer Certificate of Incumbency requirements

This section contains requirements related to: ■ Seller/Servicers ■ Related Third Parties (a) Seller/Servicers (i) Overview Each Seller/Servicer must provide Freddie Mac with a certificate of incumbency (“Certificate of Incumbency” or “COI”) using one of the following forms: ■ Form 988SF, Certificate of Incumbency: for Banks, Savings Banks, Savings and Loan Associations, Credit Unions, Corporations or Limited Liability Companies ■ Form 988SF – HFA, Certificate of Incumbency: for Housing Finance Agencies or ■ Form 989SF, Certificate of Incumbency: for Limited Partnerships The COI must be accompanied by a resolution (“Resolution”) of the Seller/Servicer’s board of directors, board of members, sole member, general partner or other governing body (“Governing Body”) that empowers and authorizes certain employees to, individually and singularly, provide Freddie Mac with instructions (or modified instructions) to transfer funds or securities by wire transfer, Automated Clearing House (ACH) or other funds transfer system expressly approved and designated by Freddie Mac in connection with the sale of Mortgages to and/or Servicing of Mortgages for Freddie Mac (such instructions or modified instructions, “Wire Transfer Instructions”). A certified copy of the Seller/Servicer’s Resolution, in the form provided electronically to the Seller/Servicer by Freddie Mac unless applicable law requires otherwise, must be attached to the executed COI as Exhibit A. For each duly authorized employee (“Authorized Employee”), the COI must contain either such Authorized Employee’s original pen and ink signature or an Electronic copy or representation of the original pen and ink signature. (ii) Delivery and execution of COI and required documents

(A) Delivery of COI and associated documents The COI, Resolution and any other required documents or forms must be delivered to Freddie Mac either as: ■ Paper Records, as defined in Section 1401.1(b), signed by the Seller/Servicer’s Secretary, Assistant Secretary or in-house counsel (a “Signatory”) using a pen and ink, or ■ Electronic Records, as defined in Section 1401.1(b), using a Portable Document Format (PDF) with a copy or representation of the pen and ink signature of the Seller/Servicer’s Signatory attached thereto or logically associated therewith as an Electronic Signature, as defined in Section 1401.1(b) The Seller/Servicer agrees that delivery of these documents as Electronic Records to Freddie Mac, with the Electronic Signature of the Seller/Servicer’s Signatory attached thereto or logically associated therewith, is as valid, effective and enforceable as the Seller/Servicer’s delivery of an original paper Record of such documents signed using a pen and ink. Freddie Mac and the Seller/Servicer agree that delivery of Electronic Records with Electronic Signatures is an Eligible Electronic Transaction, as defined in Section 1401.1(b) and governed by Chapter 1401. Note: Any such Electronic Record must be a PDF attached to an e-mail and delivered to Freddie Mac at [email protected].

(B) Seller/Servicer representations and warranties By executing the COI and delivering it and the Resolution to Freddie Mac, the Seller/Servicer represents and warrants to, and covenants with, Freddie Mac that: ■ Each person listed under paragraph numbered 2 of the COI is the Seller/Servicer’s employee who has been (and continues to be) duly authorized by the Seller/Servicer’s Governing Body as an Authorized Employee, who is individually and singularly empowered to provide Freddie Mac with Wire Transfer Instructions ■ Each Authorized Employee (a) holds the position or title as an employee of the Seller/Servicer that is set forth directly across from the employee’s name and (b) is duly authorized individually and singularly to: ❑ Execute any and all paper Records or Electronic Records, instruments, documents or forms that are necessary or proper or required by Freddie Mac to effectuate the authority set forth in paragraph numbered 1 of the COI by having the Authorized Employee either sign paper Records with a pen and ink or electronically sign Electronic Records by attaching or logically associating a copy or representation of the Authorized Employee’s pen and ink signature as the Authorized Employee’s Electronic Signature, and ❑ Deliver the duly executed paper Record or Electronic Record ■ The specimen signature set forth directly across from each Authorized Employee’s name and position or title is the true and genuine original pen and ink signature or Electronic Signature of each such Authorized Employee, and Freddie Mac may conclusively rely on the accuracy, genuineness, good faith, validity, effectiveness and enforceability of any paper Record or Electronic Record provided to Freddie Mac bearing an Authorized Employee’s signature ■ Each Authorized Employee is duly authorized to engage in and conduct Electronic Transactions, as defined in Chapter 1401, to provide Freddie Mac with Wire Transfer Instructions, and the Seller/Servicer consents to such Electronic Transactions ■ Each COI is a Purchase Document and all capitalized terms used in such forms that are not defined therein, shall have the meanings ascribed to such terms in the Guide ■ The information set forth in any COI delivered to Freddie Mac is true and correct, and Freddie Mac may conclusively rely upon the information in the COI and any addendum, Resolution, paper Record or Electronic Record attached to (or associated with) the COI that is delivered to Freddie Mac until the Seller/Servicer delivers a new COI to Freddie Mac that is reviewed and accepted by Freddie Mac Freddie Mac reserves the right to verify or authenticate any Seller/Servicer request for a change, and the Seller/Servicer may not consider Freddie Mac’s failure to do so an act of negligence. (iii)Removal of authorized employees In an urgent situation, the Seller/Servicer may request Freddie Mac to remove the name of an employee who is listed as an Authorized Employee from the Seller/Servicer’s COI by: ■ Sending an e-mail or facsimile transmission with a copy of: ❑ A cover letter signed by a Signatory directing Freddie Mac to remove an Authorized Employee’s name and position or title from the list of Authorized Employees, and ❑ A copy of the Seller/Servicer’s most recent COI provided to Freddie Mac with the Authorized Employee’s name struck through (lined-out) (see Directory 8) ■ Promptly delivering a new COI together with any new Wire Transfer Instructions, if necessary Freddie Mac will make every effort to act promptly on such urgent requests to remove the name and position or title of such Authorized Employee but cannot guarantee that it will be able to prevent wire transfers of funds or securities made in accordance with Wire Transfer Instructions previously provided to Freddie Mac by such Authorized Employee. (iv) Continuity and validation Wire Transfer Instructions (A) Authorized Employee Any Wire Transfer Instructions provided by an Authorized Employee on the Seller/Servicer’s behalf remain in effect and are valid until modified by such Authorized Employee or another Authorized Employee. The Seller/Servicer is solely responsible for any and all Wire Transfer Instructions. If the Seller/Servicer has requested that Freddie Mac remove an Authorized Employee from its COI, the Seller/Servicer should review all existing Wire Transfer Instructions to determine if any other changes are necessary. (B) Sole Authorized Employee If a Seller/Servicer has requested that Freddie Mac remove the sole Authorized Employee assigned to the Loan Selling Advisor® user role of Setup Manager from the Seller/Servicer’s COI, the Seller/Servicer must concurrently assign the role of Setup Manager to another Authorized Employee on the Seller/Servicer’s COI. In addition, if the Seller/Servicer has requested that Freddie Mac remove from the Seller/Servicer’s COI the Authorized Employee(s) who executed the most recently delivered Form 483, Wire Transfer Instructions; Form 987E, Wire Transfer Authorization for a Cash Warehouse Delivery; Form 1132, Authorization for Automatic Transfer of Funds Through the Automated Clearing House (ACH) for Seller/Servicers; or Form 1132A, Authorization for Automatic Transfer of Funds from Principal and Interest Custodial Account through the Automated Clearing House (ACH), the Seller/Servicer must submit new Forms 483, 987E, 1132 and/or 1132A, as applicable, signed by an Authorized Employee on the Seller COI. Refer to the following Guide sections for delivery instructions by form: Delivery instructions of forms for Authorized Employees on the Seller COI Topic Guide location Delivery instruction for Form 483 Section 2201.2 Delivery instructions for Form 1132 (For Servicers) Section 2405.1(a) Delivery instructions for Form 1132 (For Sellers) Section 6303.2(a) Delivery instructions for Form 987E Section 6305.3(a) Delivery instructions for Form 1132A Section 8303.1(c) (v) Loan Selling Advisor access and financial reimbursement requirements A new Seller/Servicer will not be given access to Loan Selling Advisor until Freddie Mac has accepted the Seller/Servicer’s COI and all other required forms and documents. A Servicer will not receive expense reimbursements and incentive payments via ACH credit entries into their commercial accounts until Freddie Mac has accepted the Servicer’s COI and all other required forms and documents, including Form 1132. (vi) COI renewal requirements Each Seller/Servicer must renew and update its COI every two years and its Resolution every four years and determine if such renewal requires new or modified Wire Transfer Instructions. Freddie Mac will notify the Seller/Servicer of the renewal approximately 120 days before the renewal Due Date. Note: The Seller/Servicer remains responsible for timely renewal even if Freddie Mac does not provide notification. (vii) COI non-compliance If a Seller/Servicer fails to deliver an acceptable COI by the due date specified by Freddie Mac, Freddie Mac has the right, in its sole discretion, to do the following until a renewal COI has been accepted by Freddie Mac and any other Freddie Mac requirements have been met: ■ Disable the Seller/Servicer’s access to Loan Selling Advisor and/or cancel or postpone any pending Settlement Date or Funding Date ■ For a Servicer, cancel or postpone receipt of expense reimbursements and incentive payments via ACH credit entries (viii) Indemnity obligations The Seller/Servicer shall indemnify and hold Freddie Mac, its directors, officers, employees, successors, assigns and fiscal and transfer agents harmless from and against the consequences of any such cancelation or postponement by Freddie Mac, as set forth in Section 6301.4(a). (b) Related Third Parties (i) Documentation requirements for Related Third Parties Each Seller/Servicer shall require each of its Related Third Parties that are to be paid by Freddie Mac to sign and complete Form 99V, Certificate of Incumbency for Vendors, prior to submitting any requests for expense reimbursements or other payment. Before a Related Third Party may begin receiving expense reimbursements and incentive payments, the Related Third Party must have: ■ Completed Form 99V ■ Met the process requirements herein ■ Received Freddie Mac acceptance of the Related Third Party’s COI, other required forms and documents (ii) Authorization for payment processing To receive expense reimbursement and incentive payments, Related Third Parties must authorize Freddie Mac to make such payments and receive debits via Wire Instructions or ACH into their commercial checking accounts. Vendors must complete Form 98, Authorization for the Automatic Transfer of Funds for Vendors, and submit the form to Freddie Mac as an Electronic Record using a PDF (or other Electronic Record format commonly used in the mortgage industry) that has been completed and contains the copy or representation of the pen and ink signature of the Authorized Employee (such copy or representation of the Authorized Employee’s signature shall be such Authorized Employee’s adopted Electronic Signature) attached to an e-mail and delivered to Freddie Mac at [email protected].