Exhibit 10.2





 


Execution Version


 


 


GUARANTEE AND COLLATERAL AGREEMENT


 


dated as of


 


December 16, 2021


 


among


 


WALKER & DUNLOP, INC.,

as Borrower


 


Certain Subsidiaries of WALKER & DUNLOP, INC.,


 


each as a Subsidiary Guarantor


 


and


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent


 


 






     


     


    

 


TABLE OF CONTENTS


 


Page


 


	ARTICLE 1.
	DEFINITIONS
	 	 	 
	Section 1.01	Credit Agreement	1
	Section 1.02	Other Defined Terms	1
	 	 	 
	ARTICLE 2.
	GUARANTEE
	 	 	 
	Section 2.01	Guarantee	9
	Section 2.02	Amendments, etc. with respect to the Guaranteed Obligations	10
	Section 2.03	Guarantee Absolute and Unconditional	11
	Section 2.04	Reinstatement	12
	Section 2.05	Payments	12
	Section 2.06	Information	13
	Section 2.07	Specified Guarantors	13
	Section 2.08	Keepwell	13
	 	 	 
	ARTICLE 3.
	PLEDGE OF SECURITIES
	 	 	 
	Section 3.01	Pledge	13
	Section 3.02	Delivery of the Pledged Securities	14
	Section 3.03	Representations, Warranties and Covenants	15
	Section 3.04	Registration in Nominee Name; Denominations	17
	Section 3.05	Voting Rights; Dividends and Interest	17
	Section 3.06	Uniform Commercial Code Financing Statements, etc.	19
	Section 3.07	Specified Ownership Interest Pledge	19
	Section 3.08	Partnership/LLC Interests	19
	 	 	 
	 	 	 
	ARTICLE 4.
	SECURITY INTERESTS IN PERSONAL PROPERTY
	 	 	 
	Section 4.01	Security Interest	20
	Section 4.02	Representations and Warranties	23
	Section 4.03	Covenants	26
	Section 4.04	Other Actions	29
	Section 4.05	Covenants Regarding Patent, Trademark and Copyright Collateral	30
	Section 4.06	Covenants Related to Agency Collateral and MSR Assets	31
	Section 4.07	Deposit Accounts and Securities Accounts	32
	 	 	 
	ARTICLE 5.
	REMEDIES
	 	 	 
	Section 5.01	Remedies upon Default	33
	Section 5.02	Application of Proceeds	34
	Section 5.03	Grant of License To Use Intellectual Property	35



 






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Page


 


	Section 5.04	Securities Act	36
	Section 5.05	Agency Collateral	36
	 	 	 
	ARTICLE 6.
	INDEMNITY, SUBROGATION AND SUBORDINATION
	 	 	 
	Section 6.01	Indemnity and Subrogation	36
	Section 6.02	Contribution and Subrogation	37
	Section 6.03	Subordination	37
	 	 	 
	ARTICLE 7.
	MISCELLANEOUS
	 	 	 
	Section 7.01	Notices	37
	Section 7.02	Waivers; Amendment	37
	Section 7.03	Indemnification	38
	Section 7.04	Successors and Assigns	38
	Section 7.05	Survival of Agreement	38
	Section 7.06	Counterparts; Effectiveness; Several Agreement; Other	39
	Section 7.07	Severability	39
	Section 7.08	Right of Set-Off	39
	Section 7.09	Governing Law; Jurisdiction; Venue; Service of Process	39
	Section 7.10	Waiver of Jury Trial	40
	Section 7.11	Injunctive Relief	41
	Section 7.12	Headings	41
	Section 7.13	Security Interest Absolute	41
	Section 7.14	Termination or Release	41
	Section 7.15	Additional Subsidiaries	42
	Section 7.16	Administrative Agent Appointed Attorney-in-Fact	43
	Section 7.17	Further Assurances	43
	Section 7.18	Administrative Agent	43
	Section 7.19	Advice of Counsel, No Strict Construction	43
	Section 7.20	Acknowledgements	43
	Section 7.21	Amendment and Restatement; No Novation	43
	Section 7.22	Secured Parties	44
	 	 	 
	ARTICLE 8.	 
	SPECIAL PROVISIONS RESPECTING AGENCY COLLATERAL	 
	 	 	 
	Section 8.01	Special Fannie Mae Provisions	44
	Section 8.02	Special Freddie Mac Provisions	52
	Section 8.03	Special Ginnie Mae Provisions	59



 






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Exhibits


 








	 	Form of:
	 	 
	Exhibit I	Supplement
	Exhibit II	Grant of Security Interest in United States Trademarks
	Exhibit III	Grant of Security Interest in United State Patents
	Exhibit IV	Grant of Security Interest in United States Copyrights
	Exhibit V	Fannie Mae Agency Consent
	Exhibit VI	Freddie Mac Agency Consent
	Exhibit VII	Applicable Investor Agency Consent


 


Schedules


 


	Schedule I	Subsidiary Guarantors
	Schedule II	Pledged Securities
	Schedule III	Intellectual Property
	Schedule IV	Commercial Tort Claims
	Schedule V	Deposit Accounts
	Schedule V.2	Excluded Accounts
	Schedule VI	Securities Accounts


 




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This GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”),
dated as of December 16, 2021, among Walker & Dunlop, Inc., a Maryland corporation (the “Borrower”),
certain Subsidiaries of the Borrower from time to time party hereto (each, a “Subsidiary Guarantor” and, collectively,
the “Subsidiary Guarantors” and, together with the Borrower, the “Credit Parties” and sometimes,
each such party, individually, a “Credit Party”) and JPMorgan Chase Bank, N.A., on behalf of itself and the other Lenders
as “Administrative Agent” (as defined and otherwise described in the Credit Agreement and so referred to herein).


 


Reference is made to the Credit Agreement, dated
as of the date hereof (as amended, amended and restated, waived, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and between the Borrower, the lenders party thereto and the lenders who may become party thereto pursuant to
the terms thereof (each, a “Lender” and, collectively, the “Lenders”) and the Administrative Agent.
The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations
of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. The Cash
Management Banks’ agreement to enter into and/or maintain one or more Secured Cash Management Agreements and the Hedge Banks’
agreement to enter into and/or maintain one or more Secured Hedge Agreements are conditioned upon, among other things, the execution and
delivery of this Agreement. The Subsidiary Guarantors are affiliates of the Borrower, will derive substantial benefits from the extension
of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the
Lenders to extend such credit. Accordingly, the parties hereto agree as follows:


 


ARTICLE 1.

DEFINITIONS


 


Section 1.01     Credit
Agreement.


 


(a)            Capitalized
terms used in this Agreement and not otherwise defined in this Agreement have the meanings specified in the Credit Agreement. All terms
defined in the UCC and not defined in this Agreement have the meanings specified therein.


 


(b)            The
rules of construction specified in the Credit Agreement also apply to this Agreement, mutatis mutandis.


 


Section 1.02     Other
Defined Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“Account Debtor” means any Person
who is or who may become obligated to any Credit Party under, with respect to, or on account of, any account receivable.


 


“Administrative Agent” has the
meaning specified in the introductory paragraph herein.


 


“Agency Consent” means, (i) with
respect to the Fannie Mae Agreements, an acknowledgment agreement acknowledging and consenting to the Term Loans in substantially the
form of Exhibit V hereto, (ii) with respect to the Freddie Mac Agreements, an acknowledgment agreement acknowledging
and consenting to the Term Loans in substantially the form of Exhibit VI hereto and (iii) with respect to any applicable
Investor Agreements that are Material Contracts, to the extent required, an acknowledgment agreement acknowledging and consenting to the
Term Loans in substantially the form of Exhibit VII.


 






     


     


    

 


“Agency Loans” means the Fannie
Mae Loans, the Freddie Mac Loans, the FHA/HUD Loans and the Ginnie Mae Loans, as applicable.


 


“Agency
Mortgage Loan Transactions” means (a) the purchase or funding of Mortgage Loans (or participations therein) by
WDLLC or, as may be applicable, WD Capital, respectively, that are subject to unconditional purchase commitments from an Agency, or,
to the extent an Agency has committed to insure or guaranty such Mortgage Loans, other Investors, in its sole discretion, and
(b) the related rights of WDLLC or, as may be applicable, WD Capital to originate, purchase, hold, sell and service such
Mortgage Loans.


 


“Agency Requirements” means
any and all requirements of any Agency that are applicable to any Agency Loan (and/or the origination, sale, commitment to insure or guarantee,
and/or servicing thereof), including the requirements set forth in the Agency Agreements, as such requirements may have been waived and/or
modified with the written or electronic approval of the applicable Agency.


 


“Ancillary Income” means all
amounts payable to a Credit Party pursuant to a Collateral Transaction Document, other than the Servicing Fees, and specifically including,
without limitation, beneficiary statement charges, late charge fees, default interest, assignment fees, assumption fees, modification
fees, release fees, insufficient funds check charges, amortization schedule fees, interest and earnings on permitted investments from
escrow and custodial accounts and all other incidental fees and charges related to such accounts, amendment fees, consent fees, extension
fees, loan service transaction fees, demand fees, subordinate financing fees, transfer fees, servicing maintenance prepayment fees, additional
servicing fees and similar items.


 


“Article 8 Matter” has
the meaning specified in Section 3.05.


 


“Article 9 Collateral”
has the meaning specified in Section 4.01(a).


 


“ASAP Plus Agreement” means,
singly and collectively: (i) with respect to CWC, (1) that certain Multifamily As Soon As Pooled Plus Agreement dated as of
May 16, 2008 between CWC, as lender, and Fannie Mae to allow CWC to deliver to Fannie Mae certain closed and funded multifamily mortgage
loans (either to be securitized or sold to Fannie Mae as whole loans) from time to time under the Fannie Mae Delegated Underwriting and
Servicing Program, and (2) that certain Multifamily As Soon As Pooled Agreement dated as of May 1, 2009 between CWC, as lender,
and Fannie Mae to allow CWC to deliver to Fannie Mae certain closed and funded multifamily mortgage loans and to assign a designated forward
trade for the delivery of mortgage-backed securities to Fannie Mae or a third party and (ii) with respect to WDLLC, (1) ASAP
Plus with WDLLC dated February 3, 2009, (2) ASAP Sale with WDLLC dated February 3, 2009, (3) ASAP Plus Amendment with
WDLLC dated June 29, 2011, and (4) Second Amendment to ASAP Plus Agreement with WDLLC dated December 27, 2011.


 


“Collateral” means Article 9
Collateral and Pledged Securities.


 


“Collateral Transaction Document”
means any pooling and servicing agreement, securitization servicing agreement, sale and servicing agreement, servicing agreement, transfer
and servicing agreement, seller/servicer or securities issuer guide or handbook, sub-servicing agreement, trust agreement, indenture,
collateral management agreement, collateral administration agreement, disposition consultation agreement and other agreement (in each
case, howsoever denominated) pursuant to which any Credit Party is the servicer, master servicer, primary servicer or special servicer
(or similar role, however denominated) of Mortgage Loans for and on behalf of an MBS Trust, Agency, or other Investor or a collateral
manager, collateral administrator or disposition consultant (or similar role, however denominated), each as may be amended, modified or
supplemented from time to time.


 






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“Contract Rights” means all
rights of any Credit Party under each Contract, including, without limitation, (a) any and all rights to receive and demand payments
under any or all Contracts, (b) any and all rights to receive and compel performance under any or all Contracts and (c) any
and all other rights, interests and claims now existing or in the future arising in connection with any or all Contracts.


 


“Contracts” means, with respect
to any Credit Party, all contracts, agreements, instruments and indentures in any form and portions thereof, to which such Credit Party
is a party or under which such Credit Party or any property of such Credit Party is subject, as the same may from time to time be amended,
supplemented, waived or otherwise modified, including, without limitation, (a) all rights of such Credit Party to receive moneys
due and to become due to it thereunder or in connection therewith, (b) all rights of such Credit Party to damages arising thereunder,
and (c) all rights of such Credit Party to perform and to exercise all remedies thereunder.


 


“Control” means (a) in
the case of each Deposit Account, “control,” as such term is defined in Section 9-104 of the UCC and (b) in the
case of any Securities Account, “control,” as such term is defined in Section 8-106 of the UCC.


 


“Control Agreements” means,
collectively, the Deposit Account Control Agreements and the Securities Account Control Agreements.


 


“Copyright License” means any
agreement now or hereafter in existence naming any Credit Party as licensor or licensee, including, without limitation, those listed on
Schedule III, granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute,
exploit and sell materials derived from any Copyright.


 


“Copyrights” means, collectively,
all of the following of any Credit Party: (a) all copyrights, works protectable by copyright, copyright registrations and copyright
applications anywhere in the world, including, without limitation, those listed on Schedule III hereto, (b) all reissues,
extensions, continuations (in whole or in part) and renewals of any of the foregoing, (c) all income, royalties, damages and payments
now or hereafter due and/or payable under any of the foregoing or with respect to any of the foregoing, including, without limitation,
damages or payments for past, present and future infringements of any of the foregoing, (d) the right to sue for past, present and
future infringements of any of the foregoing and (e) all rights corresponding to any of the foregoing throughout the world.


 


“Credit Agreement” has the meaning
specified in the preliminary statement of this Agreement.


 


“Credit Agreement Default” has
the meaning specified in Section 8.01(b)(i) and Section 8.02(b)(i), respectively and as applicable.


 


“Credit Party” has the meaning
specified in the preliminary statement of this Agreement.


 


“Delivery Date” means, as of
any date of determination, the immediately succeeding date on which financial statements are delivered pursuant to Article 6 of the
Credit Agreement.


 


“Deposit Account Control Agreement”
means an agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower establishing the Administrative
Agent’s Control with respect to any Deposit Account required to be subject to a Control Agreement by this Agreement.


 


“Deposit Accounts” means, collectively,
with respect to each Credit Party, (a) all “deposit accounts” as such term is defined in the UCC and in any event shall
include the accounts listed on Schedule V hereof and all accounts and sub-accounts relating to any of the foregoing accounts and
(b) all cash, funds, checks, notes and instruments from time to time on deposit in any of the accounts or sub-accounts described
in clause (a) of this definition.


 






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“Effective Endorsement and Assignment”
means, with respect to any specific type of Collateral, all such endorsements, assignments and other instruments of transfer reasonably
requested by the Administrative Agent with respect to the security interest granted in such Collateral, and in each case, in form and
substance satisfactory to the Administrative Agent.


 


“Enforcement Actions Respecting Fannie
Mae Collateral” has the meaning specified in Section 8.01(a)(iii).


 


“Enforcement Actions Respecting Freddie
Mac Collateral” has the meaning specified in Section 8.02(a)(iii).


 


“Excess Collateral” has the
meaning specified in Section 4.04(f).


 


“Excluded Accounts” has the
meaning specified in Section 4.07(c). As of the Closing Date, Schedule V.2 attached hereto identifies each of the Excluded
Accounts.


 


“Excluded Assets” has the meaning
specified in Section 4.01(a), and includes, without limitation, the Excluded Property.


 


“Excluded Freddie Mac-Related Assets”
has the meaning specified in Section 8.02(a)(i).


 


“Excluded Property” means (a) the
Excluded Accounts other than any accounts specified in clause (A) of the definition thereof, (b) Permitted Funding Collateral,
(c) all amounts in respect of Agency loss and risk sharing reserves (whether subject to Liens or use restrictions), and (d) all
assets excluded from the Lien granted to the Administrative Agent hereunder pursuant to Article 8.


 


“Fannie Mae Collateral” has
the meaning specified in Section 8.01(a)(i).


 


“Fannie Mae Designated Loans”
has the meaning specified in Section 8.01(a)(i).


 


“Fannie Mae Disposition Period”
has the meaning specified in Section 8.01(a)(viii).


 


“Fannie Mae Guide” means the
Fannie Mae Multifamily Selling and Servicing Guide, the Fannie Mae Delegated Underwriting and Servicing Guide, the Fannie Mae Negotiated
Transactions Guide, and the Fannie Mae Multifamily Program Rules, including any exhibits, appendices or other referenced forms, as any
of the foregoing are amended, modified, supplemented, restated or superseded from time to time, as the context and Fannie Mae Agreements
require.


 


“Fannie Mae Loans” means each
of the Mortgage Loans serviced by WDLLC or, as may be applicable, WD Capital on behalf of Fannie Mae.


 


“Fannie Mae Notice of Default”
has the meaning specified in Section 8.01(b)(i).


 


“Fannie Mae Program Assets”
has the meaning specified in Section 8.01(a)(vi).


 


“Fannie Mae Security Interest”
has the meaning specified in Section 8.01(a)(i).


 


“Federal Securities Laws” has
the meaning specified in Section 5.04.


 






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“FHA/HUD Guide” means each guide
used by FHA and HUD, respectively, applicable to the FHA/HUD Loans, as may be amended, restated, supplemented or otherwise modified from
time to time.


 


“FHA/HUD Loan” means a Mortgage
Loan that is insured or co-insured and/or otherwise guaranteed by FHA and/or HUD.


 


“Freddie Mac CME Securitization”
means the pooling of Mortgage Loans held by Freddie Mac into a real estate mortgage investment conduit pursuant to which WDLLC or, as
may be applicable, WD Capital, respectively, retains servicing responsibilities.


 


“Freddie Mac Collateral” has
the meaning specified in Section 8.02(a)(i).


 


“Freddie Mac Designated Loans”
has the meaning specified in Section 8.02(a)(i).


 


“Freddie Mac Guide” means the
Freddie Mac Multifamily Seller/Servicer Guide (including, as applicable, the Freddie Mac Delegated Underwriting for Targeted Affordable
Housing Guide), as may be amended, restated, supplemented or otherwise modified from time to time. All references to “Guide”
(including the Freddie Mac Guide herein) or in any of the other Loan Documents shall be to the Guide as in effect at any and all times
relevant hereto.


 


All references herein or in any of the other Loan Documents to particular
chapters or sections of the Guide shall be to the chapters or sections of the Guide, as in effect at such times, that correspond to the
referenced chapters or sections of the Guide in effect on the date hereof.


 


“Freddie Mac Loans” means each
of the Mortgage Loans serviced by WDLLC or, as may be applicable, WD Capital for or on behalf of Freddie Mac or a Freddie Mac CME Securitization.


 


“Freddie Mac Notice of Default”
has the meaning specified in Section 8.02(b)(i).


 


“Freddie Mac Program Assets”
has the meaning specified in Section 8.02(b)(iv).


 


“Freddie Mac Security Interest”
has the meaning specified in Section 8.02(a)(i).


 


“Ginnie Mae Collateral” has
the meaning specified in Section 8.03(a).


 


“Ginnie Mae Designated Loans”
has the meaning specified in Section 8.03(a).


 


“Ginnie Mae Guide” means Ginnie
Mae Mortgage-Backed Securities Guide, as may be amended, restated, supplemented or otherwise modified from time to time.


 


“Ginnie Mae Loans” means each
of the Mortgage Loans serviced by WDLLC or, as may be applicable, WD Capital under the Ginnie Mae Agreements.


 


“Ginnie Mae Program Assets”
has the meaning specified in Section 8.03(e).


 


“Ginnie Mae Security Interest”
has the meaning specified in Section 8.03(a).


 


“Guaranteed Obligations” has
the meaning specified in Section 2.01(a).


 


“Guide” means, singly and collectively,
as may be applicable from time to time, each Fannie Mae Guide, each Freddie Mac Guide, each Ginnie Mae Guide, each FHA/HUD Guide, and,
as may be applicable, any guide pertaining to any Investor Agreements.


 






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“Income” means: (a) with
respect to the Agency Collateral and MSR Assets, all Servicing Fees, Ancillary Income and any excess servicing rights or retained yield
and any and all other income that may be related to servicing activities that is payable to a Credit Party under the applicable Collateral
Transaction Documents; and (b) with respect to any MBS Trust, as may be applicable, any and all payments, distributions and other
income payable to any Credit Party in its capacity as the holder of any class of securities in such MBS Trust, as the case may be.


 


“Intellectual Property” means
all of the Credit Parties’ rights and interests in intellectual and similar property of any such Credit Party of every kind and
nature now owned or hereafter acquired by any such Credit Party, including inventions, designs, Patents, Copyrights, Licenses, Trademarks,
trade secrets, confidential or proprietary technical and business information, know-how or other data or information, software and databases
and all embodiments or fixations thereof and related documentation, provided that software shall not include “off-the-shelf,”
 “shrink wrap,” “click-through,” “click-wrap,” or other commercially available software, registrations
and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of
the foregoing.


 


“Investor” means, with respect
to each Collateral Transaction Document, the MBS Trust, Agency or other investor for which the applicable Credit Party provides services
thereunder.


 


“Investor Loans” means each
of the Mortgage Loans serviced by WDLLC or, as may be applicable, WD Capital on behalf of an Investor.


 


“JPMorgan” means JPMorgan Chase
Bank, N.A.


 


“License” means any Patent License,
Trademark License, Copyright License or other license or sublicense agreement to which any Credit Party is a party, including those listed
on Schedule III.


 


“MBS Trust” means any of the
trusts or trust estates in which any Mortgage Loan, being serviced or specially serviced by a Credit Party pursuant to the terms and provisions
of the applicable Collateral Transaction Documents, are held by the related trustee.


 


“Mortgage Loans” means any and
all Mortgage Loans (as defined in the Credit Agreement) or real property acquired by the related MBS Trust that is serviced or specially-serviced
by WDLLC or, as may be applicable, WD Capital pursuant to a Collateral Transaction Document or otherwise on account of any other Agency
Mortgage Loan Transaction.


 


“MSR Assets” means all rights,
title and interests of the applicable Credit Party in its capacity as servicer, primary servicer, master servicer or special servicer
(or similar capacity, howsoever denominated), as applicable, in, to and under the related Collateral Transaction Document and/or Servicing
Contracts, whether now or hereafter existing, acquired or created, whether or not yet accrued, earned, due or payable, as well as all
other present and future right and interest under such Collateral Transaction Document and/or Servicing Contracts, including, without
limitation: (a) the rights to service or special service, as applicable, the related Mortgage Loans; (b) the right to receive
compensation (whether direct or indirect) for such servicing or special servicing, as applicable, including the right to receive and retain
the Servicing Fee and all other Income, as applicable; (c) the right to hold and administer related custodial accounts, escrow accounts,
reserve accounts and any other accounts and the right to hold, administer and, if applicable, receive earnings on the funds and investments
related to any such accounts and the related servicing file arising from or connected to the servicing or special servicing of the related
Mortgage Loans under such Collateral Transaction Document and/or Servicing Contract; (d) all rights, powers and privileges incidental
to the foregoing, together with all tiles, material documents, instruments, surveys (if available), certificates, correspondence, appraisals,
computer records, computer storage media, accounting records and other books and records relating thereto; and (e) the nonexclusive
right to use (in common with such Credit Party) such Credit Party’s operating systems to manage and administer the Mortgage Loans
and any of the data and information related thereto, or that otherwise relates to the Mortgage Loans, together with the media on which
the same are stored to the extent stored with material information or data that relates to property other than the Mortgage Loans, and
such Credit Party’s rights to access the same, whether exclusive or nonexclusive, to the extent that such access rights may lawfully
be transferred or used by such Credit Party’s assignees or designees, and any computer programs that are owned by such Credit Party
(or licensed to such Credit Party under licenses that may lawfully be transferred or used by such Credit Party’s assignees or designees)
and that are used or useful to access, organize, input, read, print or otherwise output and otherwise handle or use such information and
data.


 






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“Negative Pledge” means an agreement
by a Person with any other Person not to create, incur, assume, or suffer to exist any Lien upon any of its property, assets or revenues,
however characterized for UCC or other purposes.


 


“Partnership/LLC Agreement”
has the meaning specified in Section 3.08.


 


“Patent License” means any written
agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a patent, now
or hereafter owned by any Credit Party or that any such Credit Party otherwise has the right to license, is in existence, or granting
to any such Credit Party any right to make, use or sell any invention on which a patent, now or hereafter owned by any third party, is
in existence, and all rights of any such Credit Party under any such agreement.


 


“Patents” means all of the
following now owned or hereafter acquired by any Credit Party: (a) all letters patent of the United States or the equivalent
thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States
or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States
Patent and Trademark Office or any similar offices in any other country, including those listed on Schedule III; and
(b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed
or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.


 


“Perfection Certificate” means
the Perfection Certificate provided by each Credit Party to the Administrative Agent on the Closing Date and each additional Perfection
Certificate, as and to the extent required hereunder.


 


“Pledged Debt” has the meaning
specified in Section 3.01.


 


“Pledged Equity Interests” has
the meaning specified in Section 3.01.


 


“Pledged Securities” has the
meaning specified in Section 3.01.


 


“Qualified ECP Guarantor” has
the meaning specified in Section 2.08.


 


“Representative” has the meaning
specified in Section 5.02(d).


 


“Retention of Fannie Mae Program Assets”
has the meaning specified in Section 8.01(a)(vi).


 


“Retention of Freddie Mac Program Assets”
has the meaning specified in Section 8.02(b)(iv).


 






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“Securities Account” means,
collectively, with respect to each Credit Party, (a) all “securities accounts” as such term is defined in the UCC and,
(b) all cash, funds, checks, notes and instruments from time to time on deposit in any of the accounts or sub-accounts described
in clause (a) of this definition.


 


“Securities Account Control Agreement”
means an agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower establishing the Administrative
Agent’s Control with respect to any Securities Account required to be subject to a Control Agreement by this Agreement.


 


“Security Interest” has the
meaning specified in Section 4.01(a).


 


“Servicing Contracts” has the
meaning specified in the Credit Agreement and includes, without limitation, those Servicing Contracts comprising Agency Agreements.


 


“Servicing Fees” means, with
respect to Agency Collateral and MSR Assets pledged hereunder, any and all servicing fees, primary servicing fees, master servicing fees,
loss sharing fees, termination fees, special servicing fees, workout fees, liquidation fees, principal recovery fees and/or standby fees
that are payable to a Credit Party under the related Collateral Transaction Documents or Servicing Contracts, as applicable.


 


“Specified Fannie Mae Enforcement Actions”
has the meaning specified in Section 8.01(a)(viii).


 


“Specified Guarantee” has the
meaning specified in Section 8.01(c).


 


“Specified Guarantors” has the
meaning specified in Section 8.01(c).


 


“Specified Ownership Interest Pledge”
has the meaning specified in Section 8.01(b).


 


“Specified Pledged Entities”
has the meaning specified in Section 8.01(b).


 


“Specified Pledged Equity Interests”
has the meaning specified in Section 8.01(b).


 


“Specified Sale of Fannie Mae Program
Assets” has the meaning specified in Section 8.01(a)(vi).


 


“Specified Sale of Freddie Mac Program
Assets” has the meaning specified in Section 8.02(b)(iv).


 


“Specified Sale of Ginnie Mae Program
Assets” has the meaning specified in Section 8.03(e).


 


“Subsidiary Guarantor(s)” has
the meaning specified in the preliminary statement of this Agreement.


 


“Trademark License” means any
written agreement, now or hereafter in effect, granting to any third party any right to use any trademark now or hereafter owned by any
Credit Party or that any such Credit Party otherwise has the right to license, or granting to any such Credit Party any right to use any
trademark now or hereafter owned by any third party, and all rights of any such Credit Party under any such agreement.


 






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“Trademarks” means all of the
following now owned or hereafter acquired by any Credit Party: (a) all trademarks, service marks, trade names, domain names, corporate
names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers,
designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof,
and all registration and recording applications filed in connection therewith, including registrations and registration applications in
the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political
subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule III; and (b) all goodwill
associated therewith or symbolized thereby. Notwithstanding the foregoing, “Trademarks” shall not include “intent to
use” trademark applications for which a statement of use has not been filed (but only until such statement is filed).


  


“Voting Equity Interests” of
any Person means all classes of Equity Interests of such Person entitled to vote.


 


ARTICLE 2.

GUARANTEE


 


Section 2.01     Guarantee.


 


(a)            Each
of the Credit Parties hereby, jointly and severally, unconditionally and irrevocably, guarantees as a primary obligor and not merely as
a surety to the Administrative Agent, for the ratable benefit of the Secured Parties, and to the Secured Parties and their respective
permitted successors, endorsees, transferees and assigns the prompt and complete payment and performance when due and payable (whether
at the stated maturity, by acceleration or otherwise) of all Secured Obligations, whether now existing or hereafter arising, whether or
not from time to time reduced or extinguished (except by payment thereof) or hereafter increased or incurred, whether enforceable or unenforceable
as against any Credit Party, whether or not discharged, stayed or otherwise affected by any Debtor Relief Law or proceeding thereunder,
whether created directly with the Administrative Agent or any other Secured Party or acquired by the Administrative Agent or any other
Secured Party through assignment or endorsement or otherwise, whether matured or unmatured, whether joint or several, as and when the
same become due and payable (whether at maturity or earlier, by reason of acceleration, mandatory repayment or otherwise), in accordance
with the terms of any such instruments evidencing any such obligations, including all renewals, extensions or modifications thereof (all
of the foregoing being hereafter collectively referred to as the “Guaranteed Obligations”).


 


(b)            Anything
herein or in any of the other Loan Documents to the contrary notwithstanding, the maximum liability of each Credit Party with
respect to the Guaranteed Obligations (or any other obligations of such Credit Party to the Secured Parties) hereunder (including
proceeds of Collateral of such Credit Party applied hereunder) shall in no event exceed the amount that can be guaranteed by such
Credit Party under Applicable Law, including Debtor Relief Laws; provided that, to the maximum extent permitted under
Applicable Law, it is the intent of the parties hereto that the rights of contribution of each Credit Party provided in Section 6.02
below be included as an asset of the respective Credit Party in determining the maximum liability of such Credit Party hereunder. To
that end, but only in the event and to the extent that after giving effect to Section 6.02, such Credit Party’s
obligations with respect to the Guaranteed Obligations (or any other obligations of such Credit Party to the Secured Parties) or any
payment made pursuant to such Guaranteed Obligations (or any other obligations of such Credit Party to the Secured Parties) would,
but for the operation of the first sentence of this Section 2.01(b), be subject to avoidance or recovery in any such
proceeding under Debtor Relief Laws after giving effect to Section 6.02, the amount of such Credit Party’s
obligations with respect to the Guaranteed Obligations (or any other obligations of such Credit Party to the Secured Parties) shall
be limited to the largest amount which, after giving effect thereto, would not, under Debtor Relief Laws, render such Credit
Party’s obligations with respect to the Guaranteed Obligations (or any other obligations of such Credit Party to the Secured
Parties) unenforceable or avoidable or otherwise subject to recovery under Debtor Relief Laws. To the extent any payment actually
made pursuant to the Guaranteed Obligations exceeds the limitation of the first sentence of this Section 2.01(b) and
is otherwise subject to avoidance and recovery in any such proceeding under Debtor Relief Laws, the amount subject to avoidance
shall in all events be limited to the amount by which such actual payment exceeds such limitation and the Guaranteed Obligations as
limited by the first sentence of this Section 2.01(b) shall in all events remain in full force and effect and be
fully enforceable against such Credit Party. The first sentence of this Section 2.01(b) is intended solely to
preserve the rights of the Secured Parties hereunder against such Credit Party in such proceeding to the maximum extent permitted by
Debtor Relief Laws and no Credit Party nor any other Person shall have any right or claim under such sentence that would not
otherwise be available under Debtor Relief Laws in such proceeding.


 






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(c)            No
payment made by any Credit Party, any other guarantor or any other Person or received or collected by the Administrative Agent or any
other Secured Party from any Credit Party, any other guarantor or any other Person by virtue of any action or proceeding or any set-off
or appropriation or application at any time or from time to time in reduction of or in payment of any of the Guaranteed Obligations shall
be deemed to modify, reduce, release or otherwise affect the liability of any Credit Party hereunder which shall, notwithstanding any
such payment (other than any payment made by such Credit Party in respect of the Guaranteed Obligations or any payment received or collected
from such Credit Party in respect of any of the Guaranteed Obligations), remain liable for the Guaranteed Obligations guaranteed by it
hereunder up to the maximum liability of such Credit Party hereunder until (but subject to Section 2.04) in the case of following
clause (i)) the earlier to occur of (i) the first date on which the Term Loan and all other Guaranteed Obligations (other than contingent
indemnification obligations and obligations under Secured Hedge Agreements or Secured Cash Management Agreements) are paid in full in
cash and the Term Loan Commitments terminated or (ii) the release of such Credit Party from this Agreement in accordance with the
express provisions of Section 7.14(b).


 


(d)            The
Credit Parties further agree to pay, without limitation as otherwise set forth in this Article 2, any and all expenses (including,
without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Administrative Agent or any
other Secured Party in enforcing any rights with respect to, or collecting, any or all of the Guaranteed Obligations described in the
Loan Documents and/or enforcing any rights with respect to, or collecting against, the Credit Parties under this Agreement. The terms
and provisions of this Article 2 shall remain in full force and effect until the Guaranteed Obligations (other than contingent
indemnification obligations and obligations under Secured Hedge Agreements or Secured Cash Management Agreements) are paid in full and
the Term Loan Commitments are terminated, notwithstanding that from time to time prior thereto any Credit Party may be free from any Guaranteed
Obligations.


 


Section 2.02     Amendments, etc.
with respect to the Guaranteed Obligations. To the maximum extent permitted by Applicable Law, each Credit Party shall remain
obligated hereunder notwithstanding that, without any reservation of rights against any Credit Party and without notice to or
further assent by any Credit Party, any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent or
any other Secured Party may be rescinded by the Administrative Agent or such other Secured Party and any of the Guaranteed
Obligations continued, and the Guaranteed Obligations, or the liability of any other Person upon or for any part thereof, or any
collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be
renewed, extended, amended, waived, modified, accelerated, compromised, subordinated, surrendered or released by the Administrative
Agent or any other Secured Party, and the Credit Agreement, the other Loan Documents, any Cash Management Agreement and any Hedge
Agreement and any other documents executed and delivered in connection therewith may be amended, waived, modified, supplemented or
terminated, in whole or in part, as the Administrative Agent (or the Required Lenders under the Credit Agreement, or the applicable
Lender(s) or Secured Party, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or
right of offset at any time held by the Administrative Agent or any other Secured Party for the payment of any of the Guaranteed
Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any other Secured Party
shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for any of the
Guaranteed Obligations or for the guarantee contained in this Article 2 or any property subject thereto, except to the
extent required by Applicable Law.


 






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Section 2.03     Guarantee
Absolute and Unconditional. Each Credit Party waives, to the maximum extent permitted by Applicable Law, any and all notice of the
creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative
Agent or any other Secured Party upon the guarantee contained in this Article 2 or acceptance of the guarantee contained in
this Article 2; each of the Guaranteed Obligations, and any matters contained therein, shall conclusively be deemed to have
been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Article 2;
and all dealings between the Credit Parties, on the one hand, and the Administrative Agent and the other Secured Parties, on the other
hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Article 2.
Each Credit Party waives, to the maximum extent permitted by Applicable Law, diligence, presentment, protest, demand for payment and notice
of default or nonpayment to or upon any of the Credit Parties with respect to any of the Guaranteed Obligations. Each Credit Party understands
and agrees, to the extent permitted by Applicable Law, that the guarantee contained in this Article 2 shall be construed as
a continuing, absolute and unconditional guarantee of payment and performance and not of collection. Each Credit Party hereby waives,
to the maximum extent permitted by Applicable Law, any and all defenses that it may have arising out of or in connection with any and
all of the following:


 


(a)            the
genuineness, legality, validity, regularity or enforceability of the Credit Agreement or any other Loan Document, any Cash Management
Agreement or any Hedge Agreement or any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right
of offset with respect thereto at any time or from time to time held by the Administrative Agent or any other Secured Party;


 


(b)            any
action under or in respect of the Credit Agreement, any other Loan Document, any Cash Management Agreement or any Hedge Agreement in the
exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or
refraining from exercising any such remedies, power or privileges (including any manner of sale, disposition or any application of any
sums by whomever paid or however realized to any Guaranteed Obligations owing by any Credit Party to the Administrative Agent or any other
Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion);


 


(c)            the
existence, value or condition of, or failure to perfect its Lien against, any security for or other guaranty of the Guaranteed Obligations
or any action, or the absence of any action, by the Administrative Agent or any other Secured Party in respect of such security or guaranty
(including, without limitation, the release of any such security or guaranty);


 


(d)            any
(i) election of remedies by the Administrative Agent or any other Secured Party that in any manner impairs, reduces, releases or
otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Credit Party or
other rights of such Credit Party to proceed against any other guarantor or any other Person or any Collateral, (ii) right to compel
the Administrative Agent or any other Secured Party to proceed in respect of the Guaranteed Obligations against the Borrower, any other
Credit Party or any other Person or any security for the payment and performance of the Guaranteed Obligations, (iii) failure by
the Administrative Agent or any other Secured Party to commence an action in respect of the Guaranteed Obligations against any Credit
Party or any other Person or any security for the payment and performance of the Guaranteed Obligations, and (iv) right of setoff
or counterclaim against or in respect of the Guaranteed Obligations of such Credit Party;


 




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(e)            any
change in the time, place, manner or place of payment, amendment, or waiver or increase in any of the Guaranteed Obligations;


 


(f)            any
exchange, taking, or release of Collateral;


 


(g)            any
change in the structure or existence of, restructuring of or other similar organizational change of any Credit Party;


 


(h)            any
application of Collateral to any of the Guaranteed Obligations;


 


(i)            any
law, regulation or order of any jurisdiction, or any other event, affecting any term of any Guaranteed Obligation or the rights of the
Administrative Agent or any other Secured Party with respect thereto; and/or


 


(j)            any
other circumstance whatsoever (other than payment in full of the Guaranteed Obligations guaranteed by it hereunder) that constitutes,
or might be construed to constitute, an equitable or legal discharge of any Credit Party for their respective Guaranteed Obligations,
or of such Credit Party under the guarantee contained in this Article 2, in bankruptcy or in any other instance.


 


When making any demand hereunder or otherwise pursuing
its rights and remedies hereunder against any Credit Party, the Administrative Agent or any other Secured Party may, but shall be under
no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any other Credit Party
or any other Person or against any collateral security or guarantee for the Guaranteed Obligations guaranteed by such Credit Party hereunder
or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to make any such demand,
to pursue such other rights or remedies or to collect any payments from any other Credit Party or any other Person or to realize upon
any such collateral security or guarantee or to exercise any such right of offset, or any release of any other Credit Party or any other
Person or any such collateral security, guarantee or right of offset, shall not relieve any Credit Party of any obligation or liability
hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative
Agent or any other Secured Party against any Credit Party. For the purposes hereof “demand” shall include the commencement
and continuance of any legal proceedings.


 


Section 2.04     Reinstatement.
The guarantee of any Credit Party contained in this Article 2 shall continue to be effective, or be reinstated (together with
all Liens or Collateral securing such guarantee), as the case may be, if at any time payment, or any part thereof, of any of the Guaranteed
Obligations guaranteed by such Credit Party hereunder is rescinded or must otherwise be restored or returned by the Administrative Agent
or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Credit Party, or upon or
as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Credit Party or any
substantial part of their property, or otherwise, all as though such payments had not been made.


 


Section 2.05     Payments.
Each Credit Party hereby guarantees that payments hereunder will be paid to the Administrative Agent, for the benefit of the Secured Parties,
without set-off or counterclaim, in dollars, at the Administrative Agent’s office specified in Section 11.1(a) of the
Credit Agreement or such other address as may be designated in writing by the Administrative Agent to such Credit Party from time to time
in accordance with Section 11.1(c) of the Credit Agreement.


 






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Section 2.06     Information.
Each Credit Party assumes all responsibility for being and keeping itself informed of each other Credit Party’s financial
condition and assets and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the
nature, scope and extent of the risks that such Credit Party assumes and incurs hereunder and agrees that none of the Administrative
Agent or the other Secured Parties will have any duty to advise such Credit Party of information known to it or any of them
regarding such circumstances or risks.


 


Section 2.07     Specified
Guarantors. The provisions of Article 8 shall also be applicable with respect to the Specified Guarantee provided by each
Specified Guarantor.


 


Section 2.08     Keepwell.
Each Qualified ECP Guarantor (as defined below) hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to
provide such funds and other support as may be needed from time to time by each other Credit Party to honor all of its obligations under
this Agreement and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor
shall only be liable under this Section 2.08 for the maximum amount of such liability that can be hereby incurred without
rendering its obligations under this Section 2.08, or otherwise under this Agreement or any other Loan Document, voidable
under Debtor Relief Laws and not for any greater amount). Subject to Section 2.05, the obligations of each Qualified ECP Guarantor
under this Section 2.08 shall remain in full force and effect until all of the Guaranteed Obligations and all the obligations
of the Credit Parties shall have been paid in full in cash and the Term Loan Commitments terminated. Each Qualified ECP Guarantor intends
that this Section 2.08 constitute, and this Section 2.08 shall be deemed to constitute, a “keepwell, support
or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity
Exchange Act. For purposes of this Section 2.08, “Qualified ECP Guarantor” means, in respect of any Swap
Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant
security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract
participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify
as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of
the Commodity Exchange Act.


 


ARTICLE 3.

PLEDGE OF SECURITIES


 


Section 3.01     Pledge.
As security for the payment or performance, as applicable, in full of the Secured Obligations, each Credit Party hereby grants to the
Administrative Agent for the benefit of the Secured Parties a security interest in all of such Credit Party’s right, title and interest
in, to and under: (a) all Equity Interests to and in any Subsidiary directly or indirectly owned by each such Credit Party on the
date hereof (other than Excluded Subsidiaries described in clauses (a) through (c) of such definition) or at any time thereafter
acquired by each such Credit Party (other than Excluded Subsidiaries described in clauses (a) through (c) of such definition),
and in all certificates at any time representing any such Equity Interest, and any other shares, stock certificates, options or rights
of any nature whatsoever in respect of each such Person that may be issued or granted to, or held by, such Credit Party while this Agreement
is in effect (collectively, the “Pledged Equity Interests”); (b) all debt securities and promissory notes held
by, or owed to, such Credit Party on the Closing Date or at any time thereafter, and all securities, promissory notes and any other instruments
evidencing the debt securities or promissory notes described above (collectively, the “Pledged Debt”); (c) subject
to Section 3.05, all payments of principal or interest, dividends, distributions, cash, instruments and other property from
time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds
received in respect of, the securities and other property referred to in clauses (a) and (b) above; (d) subject to Section 3.05,
all rights and privileges of such Credit Party with respect to the securities and other property referred to in clauses (a), (b), and
(c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being
collectively referred to as the “Pledged Securities”). Notwithstanding the foregoing, no pledge, lien or security interest
is hereby granted or required to be granted in the Excluded Assets. Any pledge of any promissory note or other Pledged Debt with respect
to any Mortgage Loan intended for sale to Freddie Mac shall be effected in strict compliance with the provisions of Chapter 33 of the
Freddie Mac Guide relating to pledged mortgages.


 






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Section 3.02     Delivery
of the Pledged Securities.


 


(a)            Each
Credit Party represents and warrants that each certificate, agreement or instrument with a face amount or attributable value of at
least $5,000,000 representing or evidencing the Pledged Securities in existence on the date hereof (other than any promissory note
with respect to loans and advances to officers, directors, and employees in connection with recruitment and engagement of such
officers, directors, and employees that are forgivable subject to continued employment, or other Pledged Debt with respect to any
Mortgage Loan originated or acquired in the ordinary course of business) have been delivered to the Administrative Agent in suitable
form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank. For the duration of
this Agreement and the other Loan Documents, each Credit Party agrees promptly (and in any event within twenty (20) days after
receipt thereof) to deliver or cause to be delivered to the Administrative Agent each certificate, agreement or instrument
representing or evidencing the Pledged Equity Interests and all debt securities and promissory notes constituting Pledged Debt
(other than, at any time that no Default or Event of Default has occurred and is continuing, any promissory note with respect to
loans and advances to officers, directors, and employees in connection with recruitment and engagement of such officers, directors,
and employees that are forgivable subject to continued employment, or other Pledged Debt with respect to any Mortgage Loan
originated or acquired in the ordinary course of business), in each case if the face amount or attributable value thereof is at
least $5,000,000. Notwithstanding the foregoing, certificated Pledged Securities representing the Equity Interest of a Subsidiary
required to be pledged hereunder shall be delivered to the Administrative Agent irrespective of the face amount or attributable
value thereof.


 


(b)            Upon
delivery to the Administrative Agent: (i) any Pledged Securities shall be accompanied by undated stock or other transfer powers duly
executed in blank or other undated instruments of transfer sufficient to effect the transfer of such Pledged Securities and otherwise
reasonably satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent or the Required
Lenders (acting through the Administrative Agent) may reasonably request and (ii) all other property comprising part of the Pledged
Securities shall be accompanied by proper instruments of assignment duly executed by the applicable Credit Party sufficient to effect
the transfer of such other property and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery
of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be attached hereto as
a supplement to Schedule II and made a part hereof; provided, that failure to attach any such schedule hereto shall not
affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.


 


(c)            If
any Credit Party shall, as a result of its ownership of the Pledged Equity Interests, become entitled to receive or shall receive a membership
certificate (including, without limitation, any certificate representing a distribution in connection with any reclassification, increase
or reduction of capital, or any certificate issued in connection with any reorganization), options or rights, whether in addition to,
in substitution of, as a conversion of, or in exchange for any of such Pledged Equity Interests, or otherwise in respect thereof, such
Credit Party shall accept the same as the Secured Parties’ agent, hold the same in trust for the Secured Parties and deliver the
same forthwith to the Administrative Agent, on behalf of the Secured Parties, in the exact form received, duly endorsed by such Credit
Party in blank, together with an undated membership interest power covering such certificate duly executed in blank, to be held by the
Administrative Agent, on behalf of the Secured Parties, hereunder as additional security for the Secured Obligations. Any sums paid upon
or in respect of Pledged Equity Interests upon the liquidation or dissolution of the issuer thereof shall be paid over to the Administrative
Agent, on behalf of the Secured Parties, to be promptly applied by it pursuant to Section 5.02. If any sums of money or property
so paid or distributed in respect of Pledged Securities shall be received by any Credit Party, such Credit Party shall, until such money
or property is paid or delivered to the Administrative Agent, on behalf of the Secured Parties, hold such money or property in trust for
the Administrative Agent, on behalf of the Secured Parties, segregated from other funds of such Credit Party, as additional security for
the Secured Obligations.


 






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Section 3.03     Representations,
Warranties and Covenants. The Credit Parties jointly and severally represent, warrant and covenant to and with the Administrative
Agent, for the benefit of the Secured Parties that:


 


(a)            as
of Closing Date, Schedule I correctly sets forth each Subsidiary Guarantor and the following information with respect to each Subsidiary
Guarantor: (i) the true and correct legal name of such Subsidiary Guarantor, (ii) its jurisdiction of formation, (iii) its
Federal Taxpayer Identification Number or its organizational identification number and (iv) the location of its chief executive office.


 


(b)            as
of Closing Date, Schedule II correctly sets forth the percentage of the issued and outstanding shares (or units or other comparable
measure) of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests and includes all Equity
Interests owned by the Borrower and the other Credit Parties as of the Closing Date; provided, however, that the Equity
Interests owned by the Borrower and the other Credit Parties of Excluded Subsidiaries described in clauses (a) through (c) of
such definition, Persons that are not Subsidiaries, or other Persons not required to be pledged hereunder shall be separately identified
on Schedule II;


 


(c)            the
Pledged Equity Interests issued by any Credit Party and the Pledged Debt have, in each case, been duly and validly authorized and issued
by the issuers thereof and (i) in the case of Pledged Equity Interests issued by any such Credit Party, are fully paid and non-assessable
(to the extent applicable), are beneficially owned as of record by such Credit Party and constitute all of the issued and outstanding
shares of all classes of the Equity Interests issued to such Credit Party and (ii) in the case of Pledged Debt issued by any such
Credit Party, are legal, valid and binding obligations of the issuers thereof;


 


(d)            except
for the security interests granted hereunder, each of the Credit Parties: (i) is and, subject to any transfers or other dispositions
permitted by the Credit Agreement (including any Freddie Mac CME Securitization), will continue to be the direct owner, beneficially and
of record, of the Pledged Securities indicated on Schedule II as owned by such Credit Party, (ii) holds the same free and
clear of all Liens, other than Liens created by any Loan Documents and Liens permitted by the Credit Agreement, (iii) will make no
assignment, pledge, hypothecation or transfer of or create or permit to exist any security interest in or other Lien on, the Pledged Securities,
other than Liens created by any Loan Document, Liens permitted by the Credit Agreement and transfers or other dispositions permitted by
the Credit Agreement (including any Freddie Mac CME Securitization), and (iv) will defend its title or interest thereto or therein
against any and all Liens (other than Permitted Liens), however arising, of all Persons whomsoever;


 






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(e)            except
as set forth in the Agency Consents and except for restrictions and limitations imposed by (i) the Loan Documents or (ii) securities
laws generally, the Pledged Securities issued by any of the Credit Parties are and will continue to be freely transferable and assignable,
and none of the Pledged Securities issued by any such Credit Parties are or will be subject to any option, right of first refusal, shareholders
agreement, charter or bylaw provision or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect
the pledge of such Pledged Securities hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative
Agent of rights and remedies hereunder (including, without limitation, the right, where applicable, to be substituted as a member, manager
or partner under any partnership agreement, limited liability company agreement, operating agreement or other organizational documents
of any Credit Party and to receive the benefits of a manager, member or partner thereunder (including, without limitation, all voting
rights and rights of an economic interest holder));


 


(f)            each
of the Credit Parties has the power and authority to pledge the Pledged Securities pledged by it hereunder in the manner hereby done or
contemplated;


 


(g)            no
consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of
the pledge effected hereby on the date hereof (other than such as have been obtained and are in full force and effect);


 


(h)            upon
(i) the filing of the UCC financing statements as described in Section 4.02(b), the Administrative Agent shall have
a legal, valid and perfected lien upon and security interest in all of the Pledged Securities that may be perfected by filing as
security for the payment and performance of the Secured Obligations, (ii) with respect to that portion of the Pledged
Securities that are “certificated securities” or “instruments” (as each such term is defined in the UCC),
upon the delivery to the Administrative Agent of the original of such Pledged Securities together with an effective endorsement or
undated stock power with respect thereto duly indorsed in blank by the applicable Credit Party, the Administrative Agent shall have
a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities as security for the payment
and performance of the Secured Obligations and (iii) with respect to that portion of the Pledged Securities that are
 “uncertificated securities” (as such term is defined in the UCC), upon the agreement of the issuer thereto to comply
with the instructions originated by the Administrative Agent with respect to such Pledged Securities without further consent by the
registered owners of such Pledged Securities, the Administrative Agent shall have a legal, valid and perfected first priority lien
upon and security interest in such Pledged Securities as security for the payment and performance of the Secured Obligations;


 


(i)            all
Pledged Debt as of the Closing Date (other than any promissory note with respect to loans and advances to officers, directors, and employees
in connection with recruitment and engagement of such officers, directors, and employees that are forgivable subject to continued employment,
or other Pledged Debt with respect to any Mortgage Loan originated or acquired in the ordinary course of business) is described on Schedule
II;


 


(j)            none
of the Pledged Securities are held in a Securities Account; and


 


(k)            without
limiting the generality of the representations and warranties set forth in the Credit Agreement, the representations and warranties of
each Credit Party set forth in Section 7.10 of the Credit Agreement (including, without limitation, with respect to the restrictions
on granting any so-called Negative Pledges respecting any Excluded Subsidiary) shall at all times be true and accurate.


 






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Section 3.04                 Registration
in Nominee Name; Denominations. The Administrative Agent, on behalf of the Secured Parties, shall have the right (in its sole and
absolute discretion) to hold the Pledged Securities in the name of the applicable Credit Party, endorsed or assigned in blank or, upon
the occurrence and during the continuation of an Event of Default, in its own name as pledgee or the name of its nominee (as pledgee or
as sub-agent). The Administrative Agent shall at all times upon the occurrence and during the continuation of an Event of Default have
the right to exchange any certificates representing Pledged Securities issued by any Credit Party for certificates of smaller or larger
denominations for any purpose consistent with this Agreement.


 


Section 3.05                 Voting
Rights; Dividends and Interest.


 


(a)                 Unless
and until an Event of Default shall have occurred and be continuing and the Administrative Agent shall have notified the Credit Parties
that their rights under this Section 3.05 are being suspended:


 


(i)            Each
Credit Party shall be entitled to exercise any and all voting and other consensual rights and powers inuring to an owner of Pledged Securities
or any part thereof for any purpose, subject to any limitations thereon as may be provided for in the Credit Agreement and otherwise consistent
with the terms and provisions of this Agreement, the Credit Agreement and the other Loan Documents; provided, that no Credit Party
shall vote to (A) enable or take other action to permit any issuer of Pledged Equity Interests to issue any additional Equity Interests
except for additional Equity Interests that (1) in the case of any such issuer that is a holder or owner of any Agency Collateral,
are issued ratably to all existing holders of the Equity Interests of such issuer and (2) to the extent issued to a Credit Party,
will subject to the security interest of the Administrative Agent granted herein or (B) enter into any agreement or undertaking restricting
the right or ability of such Credit Party or the Administrative Agent to sell, assign or transfer any Equity Interests.


 


(ii)            The
Administrative Agent, at the Credit Party’s expense, shall execute and deliver to each Credit Party, or cause to be executed and
delivered to such Credit Party, all such proxies, powers of attorney and other instruments as such Credit Party may reasonably request
for the purpose of enabling such Credit Party to exercise the voting and other consensual rights and powers it is entitled to exercise
pursuant to subparagraph (i) above.


 


(iii)            Each
Credit Party shall be entitled to pay dividends and distributions solely to the extent permitted by the Credit Agreement, and each Credit
Party shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed
in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions
are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan
Documents and applicable laws; provided, that (x) any noncash dividends, interest, principal or other distributions that would
constitute Pledged Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interest
of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof,
or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise,
shall be and become part of the Pledged Securities, and, if received by any Credit Party, shall not be commingled by such Credit Party
with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the
Administrative Agent and the other Secured Parties and shall be promptly, and in any event on the next Delivery Date after receipt of
same, delivered to the Administrative Agent in the same form as so received (with any necessary endorsement as described in Section 3.02(c) or
otherwise) and (y) any Article 9 Collateral so received shall be subject to the applicable provisions of Article 4
hereof.


 






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(b)                 Upon
the occurrence and during the continuation of an Event of Default, after the Administrative Agent shall have notified the Credit Parties
of the suspension of their rights under this Section 3.05, all rights of any Credit Party to dividends, interest, principal
or other distributions that such Credit Party is authorized to receive pursuant to paragraph (a)(iii) of this Section 3.05
shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right
and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or
other distributions received by any Credit Party contrary to the provisions of this Section 3.05 shall be held in trust for
the benefit of the Administrative Agent and the other Secured Parties, shall be segregated from other property or funds of such Credit
Party and shall be forthwith delivered to the Administrative Agent upon demand in the same form as so received (with any necessary endorsement).
Any and all money and other property paid over to or received by the Administrative Agent pursuant to the provisions of this paragraph
(b) shall be retained by the Administrative Agent in an account to be established by the Administrative Agent upon receipt of such
money or other property and shall be applied in accordance with the provisions of Section 5.02. After all Events of Default
have been cured or waived, as may be applicable, and the Borrower has delivered to the Administrative Agent a certificate to that effect,
the Administrative Agent shall promptly repay to each Credit Party (without interest) all dividends, interest, principal or other distributions
that such Credit Party would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 3.05
and that remain in such account.


 


(c)                  Upon
the occurrence and during the continuation of an Event of Default, after the Administrative Agent shall have notified the Credit Parties
of the suspension of their rights under this Section 3.05, all rights of any Credit Party to exercise the voting and other
consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 3.05, and the obligations
of the Administrative Agent under paragraph (a)(ii) of this Section 3.05, shall cease, and all such rights shall thereupon
become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and other
consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the Administrative Agent shall
have the right from time to time following and during the continuation of an Event of Default to permit the Credit Parties to exercise
such rights. After all Events of Default have been cured or waived, as may be applicable, the Credit Parties shall have the right to exercise
the voting and consensual rights and powers that they would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above.


 


(d)                 Any
notice given by the Administrative Agent to the Credit Parties suspending their rights under this Section 3.05
(i) may be given to one or more of the Credit Parties at the same or different times, and (ii) may suspend the rights of
the Credit Parties under paragraph (a)(i) or (a)(iii) of this Section 3.05 in part without suspending all such
rights (as specified by the Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the
Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of
Default has occurred and is continuing.


 


(e)                  Solely
with respect to Article 8 Matters (as defined below), each Credit Party hereby irrevocably grants and appoints the Administrative
Agent, on behalf of the Secured Parties, from the date of this Agreement until the termination of this Agreement in accordance with its
terms, as such Credit Party’s true and lawful proxy, for and in such Credit Party’s name, place and stead to vote all Pledged
Equity Interests, whether directly or indirectly, beneficially or of record, now owned or hereafter acquired, with respect to such Article 8
Matters. The proxy granted and appointed in this Section 3.05(e) shall include the right to sign such Credit Party’s
name to any consent, certificate or other document relating to an Article 8 Matter and the Pledged Equity Interests that applicable
law may permit or require, to cause the Pledged Equity Interests to be voted in accordance with the preceding sentence. Each Credit Party
hereby represents and warrants that there are no other proxies and powers of attorney with respect to an Article 8 Matter and the
Pledged Equity Interests that such Credit Party may have granted or appointed. Each Credit Party will not give a subsequent proxy or power
of attorney or enter into any other voting agreement with respect to the Pledged Equity Interests with respect to any Article 8 Matter
and any attempt to do so with respect to an Article 8 Matter shall be void and of no effect.


 






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As used herein, “Article 8 Matter”
means any action, decision, determination or election by an issuer of Pledged Equity Interests or its member that its membership interests
or other equity interests, or any of them, be, or cease to be, a “security” as defined in and governed by Article 8 of
the UCC, and all other matters related to any such action, decision, determination or election.


 


The proxies and powers granted by each Credit Party
pursuant to this Agreement are coupled with an interest and are given to secure the performance of such Credit Party’s obligations
hereunder.


 


Section 3.06                 Uniform
Commercial Code Financing Statements, etc. The provisions of the first two paragraphs of Section 4.01(b) and
the provisions of Section 4.02(b) are hereby incorporated by reference. Each Credit Party understands and agrees that
the Administrative Agent may file UCC financing statements that include the Pledged Securities as well as the Article 9 Collateral,
including any such financing statements that indicate the Collateral as “all assets” of such Credit Party, or other similar
description, in each case so long as such UCC financing statements so contain any language required to be contained therein pursuant to
the Agency Consents.


 


Section 3.07                 Specified
Ownership Interest Pledge. The terms of Article 3 shall be subject to the provisions of Article 8 which shall
also be applicable with respect to the Specified Ownership Interest Pledged provided hereunder with respect to each of the Specified Pledged
Entities.


 


Section 3.08                 Partnership/LLC
Interests. Subject to Section 7.13, each limited liability agreement, operating agreement, membership agreement, partnership
agreement or similar agreement relating to any Partnership/LLC Interests included in the Collateral (a “Partnership/LLC Agreement”)
shall be amended in a manner satisfactory to the Administrative Agent to the extent necessary to permit each member, manager and partner
that is a Credit Party to pledge all of the Partnership/LLC Interests in which such Credit Party has rights to, and grant and collaterally
assign to, the Secured Parties a lien and security interest in its Partnership/LLC Interests in which such Credit Party has rights without
any further consent, approval or action by any other party, including, without limitation, any other party to any Partnership/LLC Agreement
or otherwise, with the effect that, upon the occurrence and during the continuance of an Event of Default, the Secured Parties or their
respective designees shall have the right (but not the obligation) to be substituted for the applicable Credit Party as a member, manager
or partner under the applicable Partnership/LLC Agreement and the Secured Parties shall have all rights, powers and benefits of such Credit
Party as a member, manager or partner, as applicable, under such Partnership/LLC Agreement (which for the avoidance of doubt, such rights,
powers and benefits of a substituted member shall include all voting and other rights and not merely the rights of an economic interest
holder).


 






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ARTICLE 4.

SECURITY INTERESTS IN PERSONAL PROPERTY


 


Section 4.01                 Security
Interest.


 


(a)            As
security for the payment or performance, as applicable, in full of the Secured Obligations, each Credit Party hereby grants to the Administrative
Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”)
in all right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired
by such Credit Party or in which such Credit Party now has or at any time in the future may acquire any right, title or interest (collectively,
the “Article 9 Collateral”):


 


(i)            the
Deposit Accounts and all cash or other assets or proceeds deposited therein;


 


(ii)            all
Agency Collateral;


 


(iii)           all
MSR Assets, whether or not yet accrued, earned, due or payable, as well as all other present and future rights and interests of the Credit
Parties in MSR Assets;


 


(iv)          all
Income in respect of the MSR Assets;


 


(v)           all
Intellectual Property;


 


(vi)          all
Contracts and all Contract Rights;


 


(vii)        the
 “commercial tort claims” (as defined in the UCC) specified on Schedule IV;


 


(viii)        all
books and records pertaining to the Article 9 Collateral;


 


(ix)           to
the extent not otherwise included above, any and all other Property held at any time by any of the Credit Parties;


 


(x)            all
 “accounts,” “chattel paper,” “documents,” “equipment,” “fixtures,” “general
intangibles,” “goods,” “instruments,” “inventory,” “investment property,” “letter
of credit rights” and “securities accounts” as each of those terms is defined in the UCC and all cash and Cash Equivalents
and all products and proceeds relating to or constituting any or all of the foregoing; and


 


(xi)            to
the extent not otherwise included above, all other assets of each Credit Party (other than Excluded Assets) and all proceeds and products
of any and all of the foregoing and all accessions (as such term is defined in the UCC) to any of the foregoing, collateral security,
supporting obligations and guarantees given by any Person with respect to any of the foregoing.


 


Notwithstanding the foregoing, neither the Article 9
Collateral nor the Pledged Securities shall include the following (collectively, the “Excluded Assets”):


 


(i)            any
obligation or property of any kind due from, owed by or belonging to any Sanctioned Person,


 


(ii)            any
assets that are subject to a purchase money lien or capital lease permitted under the Credit Agreement to the extent the documents relating
to such purchase money lien or capital lease would not permit such assets to be subject to the Security Interests created hereby or the
grant or perfection of additional Lien would result in a breach or termination of, or constitutes a default under, the documentation governing
such Liens or the obligations secured by such Liens,


 






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(iii)           any
lease, license or other contract, including, without limitation, all Collateral Transaction Documents, if the grant of a security interest
therein under the terms thereof or under applicable law, rule or regulation, is prohibited, or would give any other party thereto
(other than a Credit Party) the right to terminate such lease, license or other contract,


 


(iv)            any
tangible or intangible asset if (but only to the extent that) the grant of a security interest therein would be prohibited by applicable
law, rule or regulation, and binding judicial interpretations in connection therewith,


 


(v)            motor
vehicles;


 


(vi)            Excluded
Property,


 


(vii)          any
United States federal intent-to-use Trademark or service mark application prior to the filing of a statement or use or amendment to allege
use, or any other intellectual property, to the extent that applicable law or regulation prohibits the creation of a security interest
or would otherwise result in the loss of rights from the creation of such security interest or from the assignment of such rights upon
the occurrence and continuance of a Default or Event of Default;


 


(viii)        those
assets (including, without limitation, MSR Assets) as to which both the Administrative Agent and the Borrower reasonably determine that
the cost of obtaining such a security interest or perfection thereof are excessive in relation to the benefit to the Secured Parties of
the security to be afforded thereby;


 


(ix)           all
Equity Interests in any Excluded Subsidiary described in clauses (a) through (c) of such definition;


 


(x)            with
respect to any Fannie Mae Designated Loans, any MSR Assets and other assets of WDLLC and WD Capital expressly excluded from the definition
of Fannie Mae Collateral pursuant to the provisions of Section 8.01(a) or otherwise under any applicable Agency Consent
provided by Fannie Mae (but only as and to the limited extent, and only for so long as, any such assets are expressly excluded);


 


(xi)            with
respect to any Freddie Mac Designated Loans, all Excluded Freddie Mac-Related Assets;


 


(xii)          with
respect to any Ginnie Mae Designated Loans, any MSR Assets and other assets of WDLLC and WD Capital expressly excluded from the definition
of Ginnie Mae Collateral pursuant to the provisions of Section 8.03(a) or otherwise under any applicable Agency Consent
provided by Ginnie Mae (but only as and to the limited extent, and only for so long as, any such assets are expressly excluded); and


 


(xiii)          any
Equity Interests of each First Tier Foreign Subsidiary in excess of 65% of the outstanding Voting Equity Interests and 100% of the non-Voting
Equity Interests of each such First Tier Foreign Subsidiary;


 






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provided,
that the exclusions in clauses (ii), (iii), and (iv) shall not apply to the extent that, and for so long as (x) such
prohibition or restriction is not enforceable or is otherwise ineffective under Applicable Law (including the UCC) or
(y) consent to such security interest has been obtained from any applicable third party; provided that (1) nothing
in this Agreement or any other Loan Document shall affect, limit, restrict or impair the grant by any Credit Party of a Security
Interest in any corresponding account or any corresponding money or other amounts due and payable to any Credit Party or to become
due and payable to any Credit Party under any lease, instrument, contract or agreement, a security interest in which is prohibited
or restricted as described in clauses (ii), (iii) or (iv) above, unless such security interest in such corresponding
account, money or other amount due and payable is also specifically prohibited or restricted by the terms of such lease, instrument,
contract or other agreement or such security interest in such corresponding account, money or other amount due and payable would
expressly constitute a default under or would expressly grant a party a termination right under any such lease, instrument, contract
or agreement governing such right unless, in each case, (x) such prohibition is not enforceable or is otherwise ineffective
under Applicable Law (including the UCC) or (y) consent to such security interest has been obtained from any applicable third
party; and (2) the Security Interests granted herein shall immediately and automatically attach to and the term
 “Collateral” shall immediately and automatically include the rights under any such lease, instrument, contract or
agreement and in any corresponding account, money, or other amounts due and payable to any Credit Party at such time as such
prohibition, restriction, event of default or termination right terminates or is waived or consent to such security interest has
been obtained from any applicable third party;


 


(b)                 Pursuant
to Section 9-509 of the UCC and any Applicable Law, each Credit Party hereby irrevocably authorizes the Administrative Agent at any
time and from time to time to file in any relevant jurisdiction any financing statements with respect to the Collateral or any part thereof
and amendments thereto that (i) indicate the Collateral as “all assets other than Excluded Assets” of such Credit Party
or such other similar description and (ii) contain the information required by Article 9 of the UCC of each applicable jurisdiction
for the filing of any financing statement or amendment, including whether such Credit Party is an organization, the type of organization
and any organizational identification number issued to such Credit Party, in each case so long as such financing statements also contain
any language required to be contained therein pursuant to the Agency Consents. Each Credit Party agrees to provide such information to
the Administrative Agent promptly upon request. The authorization granted in this Section 4.01 does not in any way limit the
obligations of the Credit Parties set forth in Sections 4.01(e) and 4.03(d).


 


Each Credit Party also ratifies its authorization
for the Administrative Agent to file in any relevant jurisdictions any financing statements (including fixture filings, as applicable)
or other appropriate filings, recordings or registrations or amendments thereto.


 


On or prior to the Closing Date, each Credit Party
shall indicate on their respective internal records that the Administrative Agent, on behalf of the Secured Parties, has acquired a security
interest therein as provided in this Agreement.


 


(c)                 Subject
to Section 6.19 of the Credit Agreement, on or before the Closing Date (or promptly but in no event more than twenty (20) days after
the date of acquisition thereof if acquired after the Closing Date), the related Credit Party shall provide to the Administrative Agent:


 


(i)            in
the case of MSR Assets related to an Agency Contract, an Agency Consent, duly executed by the Administrative Agent, Lenders, the applicable
Credit Party and the related Agency; and


 


(ii)            in
the case of any MSR Assets (or Deposit Accounts permitted pursuant to Article 8 hereunder with respect to Agency Collateral):
(A) a Deposit Account Control Agreement for the Deposit Accounts into which all related Income shall be deposited in accordance with
Section 4.06(a), reasonably acceptable to the Administrative Agent and duly executed by the related parties, and (B) in
cases where the applicable Credit Party receives payments directly from the obligors on the related Mortgage Loans, an agreement with
the lock box/clearing account bank into which such payments are made, pursuant to which such lock box/clearing account bank agrees to
sweep all Income related to such Mortgage Loans into a Deposit Account described in clause (A) of this Section 4.01(c)(ii).


 






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(d)                 Each
Credit Party shall, from time to time, at its expense, execute, deliver, file and record all statements, continuation statements, amendments,
specific assignments or other instruments or documents and take any other action that may be necessary, or that the Administrative Agent
or the Required Lenders, may reasonably request, to create, evidence, preserve, perfect or validate the Security Interest or to enable
such requesting party to exercise and enforce its rights hereunder and under the Credit Agreement with respect to any of the Collateral.


 


(e)                  The
Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright
Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the
purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Credit Party, without
the signature of any Credit Party, and naming any Credit Party or the Credit Parties as debtors and the Administrative Agent as
secured party.


 


(f)                   The
Security Interest is granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any
way alter or modify, any obligation or liability of any Credit Party with respect to or arising out of the Collateral and notwithstanding
anything in this Agreement or any Loan Document to the contrary, (i) each Credit Party shall remain liable to perform all of its
duties and obligations under the contracts and agreements included in the Collateral to the same extent as if this Agreement had not been
executed, (ii) the exercise by the Administrative Agent or any other Secured Party of any of the rights hereunder shall not release
any Credit Party from any of its duties or obligations under the contracts and agreements included in the Collateral, (iii) the Administrative
Agent and each other Secured Party shall not have any obligation or liability under the contracts and agreements included in the Collateral
by reason of this Agreement, and shall not be obligated to perform any of the obligations or duties of any Credit Party thereunder or
to take any action to collect or enforce any claim for payment assigned hereunder, and (iv) neither the Administrative Agent nor
any other Secured Party shall have any liability in contract or tort for any Credit Party’s acts or omissions.


 


Section 4.02          Representations
and Warranties. The Credit Parties jointly and severally represent and warrant to the Administrative Agent and the other Secured Parties
that:


 


(a)            Each
Credit Party has good and valid rights in and title to the Collateral and has full power and authority to grant to the Administrative
Agent, for the ratable benefit of the Secured Parties the Security Interest in such Collateral pursuant hereto and to execute, deliver
and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other
than any consent or approval that has been obtained or any consent or approval which, if not obtained, could not reasonably be expected
to have a Material Adverse Effect.


 






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(b)            Each
Perfection Certificate, as and to the extent required by the Administrative Agent from time to time, shall be duly prepared,
completed and executed and the information set forth therein, including the exact legal name of each Credit Party, is correct and
complete in all material respects as of the Closing Date. The UCC financing statements are prepared based upon the information
provided to the Administrative Agent for filing in each governmental, municipal or other office specified in the applicable
Perfection Certificates delivered to the Administrative Agent on the Closing Date (and as may be applicable, from time to time,
after the Closing Date), are in appropriate form for filing in the appropriate offices of the states specified in the applicable
Perfection Certificate, contain an adequate description of the Collateral for purposes of perfecting a security interest in such
Collateral to the extent that a security interest in such Collateral may be perfected by filing in such offices and are all the
filings, recordings and registrations (other than (x) filings, if any, required to be made in the United States Patent and
Trademark Office and the United States Copyright Office in order to perfect the Security Interest in Article 9 Collateral
consisting of United States registered Patents, United States registered Trademarks (and Trademarks for which United States
registration applications are pending) and United States registered Copyrights and (y) fixture filings relating to
Article 9 Collateral consisting of fixtures, which filings are not required to be made hereunder or pursuant hereto) that are
necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor
of the Administrative Agent, for the ratable benefit of the Secured Parties in respect of all Collateral in which a security
interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its
territories and possessions, and no further or subsequent filing, re-filing, recording, rerecording, registration or re-registration
is necessary in any such jurisdiction, except as provided under the UCC with respect to the filing of continuation statements. Each
Credit Party represents and warrants that a fully executed agreement in the form of Exhibit II, Exhibit III
or Exhibit IV hereof, as applicable, and containing a description of all Article 9 Collateral consisting of
Intellectual Property with respect to United States Patents (and Patents for which United States registration applications are
pending), United States registered Trademarks (and Trademarks for which United States registration applications are pending) and
United States registered Copyrights (and Copyrights for which United States registration applications are pending) have been
delivered to the Administrative Agent and have been sent for recording by the United States Patent and Trademark Office and the
United States Copyright Office pursuant to 35 U.S.C. §261, 15 U.S.C. §1060 or 17 U.S.C. §205 and the regulations
thereunder, as applicable, which together with the execution of this Agreement and the filing of the UCC financing statements,
establish a legal, valid and, upon such recordation, perfected security interest in favor of the Administrative Agent for the
benefit of the Secured Parties in respect of all Article 9 Collateral consisting of United States Patents (and Patents for
which United States registration applications are pending), United States registered Trademarks (and Trademarks for which United
States registration applications are pending) and United States registered Copyrights (and Copyrights for which United States
registration applications are pending) in which a security interest may be perfected by filing, recording or registration in the
United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing,
re-filing, recording, rerecording, registration or re-registration is necessary (except as provided under the UCC with respect to
the filing of continuation statements and other than such actions as are necessary to perfect the Security Interest with respect to
any Article 9 Collateral consisting of United States Patents (and Patents for which United States registration applications are
pending), United States registered Trademarks (and Trademarks for which United States registration applications are pending) and
United States registered Copyrights acquired or developed after the date hereof and other than any such actions required as a result
in any change in applicable law). Each Credit Party represents and warrants that when the applicable depositary bank, the
Administrative Agent and the applicable Credit Party shall have executed and delivered a Deposit Account Control Agreement the
Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Credit Party in
the Deposit Account subject to such Deposit Account Control Agreement, in each case prior to all other Liens and rights of others
therein and subject to no adverse claims, except for Permitted Liens. Each Credit Party represents and warrants that when the
applicable securities intermediary (as such term is defined in the UCC), the Administrative Agent and the applicable Credit Party
shall have executed and delivered a Securities Account Control Agreement, the Security Interest will constitute a perfected security
interest in all right, title and interest of the applicable Credit Party in the applicable Securities Account subject to such
Securities Account Control Agreement, in each case prior to all other Liens and rights of others therein and subject to no adverse
claims.


 






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(c)            The
Security Interest constitutes: (i) a legal and valid security interest in all the Article 9 Collateral securing the payment
and performance of the Secured Obligations, (ii) subject to the filings described in Section 4.02(b), a perfected security
interest in all Article 9 Collateral (other than fixtures) in which a security interest may be perfected by filing, recording or
registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories
and possessions pursuant to the UCC or other applicable law in such jurisdictions, and (iii) a security interest that shall be perfected
in all Article 9 Collateral in which a security interest may be perfected upon the receipt and recording of the aforementioned UCC
financing statements and the forms attached hereto as Exhibit II, Exhibit III or Exhibit IV hereof,
as applicable. The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than Permitted
Liens that have priority as a matter of Applicable Law.


 


(d)            The
Article 9 Collateral is owned by the Credit Parties, respectively, free and clear of any Lien, except for Permitted Liens. Other
than pursuant to the Loan Documents, none of the Credit Parties has filed or consented to the filing of: (i) any financing statement
or analogous document under the UCC or any other Applicable Laws covering any Collateral, (ii) any assignment in which any Credit
Party assigns any Collateral or any security agreement or similar instrument covering any Collateral with the United States Patent and
Trademark Office or the United States Copyright Office or (iii) any assignment in which any Credit Party assigns any Article 9
Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal
or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect,
except, in each case, for Permitted Liens.


 


(e)            Each
applicable Credit Party services the Ginnie Mae Loans pursuant to the Ginnie Mae Agreements and, other than the Ginnie Mae Agreements,
there are no agreements, contracts or arrangements governing the origination or servicing of the Ginnie Mae Loans. Each applicable Credit
Party services the Fannie Mae Loans pursuant to the Fannie Mae Agreements, and the ASAP Plus Agreements, and, other than the Fannie Mae
Agreements and the ASAP Plus Agreements, there are no agreements, contracts or arrangements governing the origination or servicing of
the Fannie Mae Loans. Each such applicable Credit Party services the Freddie Mac Loans pursuant to the Freddie Mac Agreements, and, other
than the Freddie Mac Agreements, there are no agreements, contracts or arrangements governing the origination or servicing of the Freddie
Mac Loans. Each such applicable Credit Party services the Investor Loans pursuant to the Investor Agreements, and, other than the Investor
Agreements, there are no agreements, contracts or arrangements governing the origination or servicing of the Investor Loans.


 


(f)            Each
such applicable Credit Party has all consents, licenses and approvals necessary to originate (and as may be applicable, to commit to insure
or guarantee) and service Mortgage Loans on behalf of each Agency and applicable Investor and has remained in compliance with the Agency
Agreements and the Investor Agreements, except where the failure to do so could not reasonably be expect to have a Material Adverse Effect.


 






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(g)           Each
Credit Party is a “registered organization” (as such term is defined in the UCC) organized under the laws of the state identified
on Schedule 5.1 of the Credit Agreement and in the Perfection Certificate.


 


(h)           All
Copyright registrations, Copyright applications, issued Patents, Patent applications, Trademark registrations and Trademark applications
are identified on Schedule III hereto and except as noted on Schedule III, no Intellectual Property is the subject of any
licensing or franchise agreement pursuant to which a Credit Party is the licensor or franchisor.


 


(i)            All
 “commercial tort claims” or “letter of credit rights” (as each such term is defined in the UCC) having a value
of $5,000,000 or more are identified on Schedule IV.


 


(j)            Each
existing account constitutes, and each hereafter arising account will, when such account arises, constitute, the legally valid and binding
obligation of the applicable Account Debtor, except where the failure to do so could not reasonably be expected, individually or in the
aggregate, to materially adversely affect the value or collectability of the accounts included in the Collateral, taken as a whole. No
Account Debtor has any defense, set-off, claim or counterclaim against any Credit Party that can be asserted against the Administrative
Agent, whether in any proceeding to enforce the Administrative Agent’s rights in the accounts included in the Collateral, or otherwise,
except for defenses, setoffs, claims or counterclaims that could not reasonably be expected, individually or in the aggregate, to materially
adversely affect the value or collectability of the accounts included in the Collateral, taken as a whole. None of the Credit Parties’
accounts receivables are, nor will any hereafter arising account receivable be, evidenced by a promissory note or other “instrument”
(as defined in the UCC (other than a check)) that has not been pledged to the Administrative Agent in accordance with the terms hereof.
No account results from a contract between any Credit Party and an agency, department or instrumentality of the United States or any state,
municipal or local Governmental Authority or gives rise to obligations of any such Governmental Authority as Account Debtor to any Credit
Party.


 


(k)            Each
Credit Party hereby represents and warrants to the Administrative Agent for the benefit of each of the Secured Parties that each of the
representations and warranties contained in Articles 5 and 8 of the Credit Agreement, to the extent applicable to such Credit Party, are
true and correct.


 


Section 4.03         Covenants.


 


(a)            As
further provided in the Credit Agreement, each Credit Party agrees to give the Administrative Agent prompt written notice (but in no event
later than thirty (30) days (or such shorter period as may be acceptable to the Administrative Agent in its sole discretion)) prior to
any change in its (i) corporate name, (ii) type of organization or corporate structure, (iii) organizational identification
number or (iv) jurisdiction of organization. Each Credit Party agrees to give the Administrative Agent prompt written notice of any
change in (i) the location of its chief executive office or its principal place of business, or (ii) its Federal Taxpayer Identification
Number. Each Credit Party agrees to provide the Administrative Agent with certified organizational documents reflecting any of the changes
described in the first sentence of this Section 4.03(a) with the notice required in such sentence. Each Credit Party
agrees promptly (but in no event later than the next Delivery Date) to notify the Administrative Agent if any portion of the Article 9
Collateral material to a Credit Party’s business owned or held by such Credit Party is damaged or destroyed.


 






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(b)            Each
Credit Party agrees to maintain in all material respects, at its own cost and expense, such complete and accurate records with respect
to the Collateral owned by it as is consistent with its current practices and in accordance with such standard practices used in industries
that are the same as or similar to those in which such Credit Party is engaged, but in any event to include complete accounting records
indicating all payments and proceeds received with respect to any part of the Collateral.


 


(c)            Each
Credit Party shall, at its own expense, take any and all actions necessary to defend title to the Collateral (other than Collateral that
is deemed by such Credit Party not to be material to the conduct of its business) against all Persons and to defend the security interests
of the Administrative Agent in the Collateral and the priority thereof against any Lien not permitted pursuant to the Credit Agreement.
Nothing in this Agreement shall prevent any Credit Party from discontinuing the operation or maintenance of any of its assets or properties
if such discontinuance is permitted by the Credit Agreement.


 


(d)            Each
Credit Party agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and
documents and take all such actions as the Administrative Agent may from time to time reasonably request to better assure, preserve, protect
and perfect the Security Interests in the Collateral and the rights and remedies created hereby, including taking of all actions required
by Section 6.6 of the Credit Agreement and the payment of any fees and taxes required in connection with the execution and delivery
of this Agreement, the granting of the Security Interests in the Collateral hereunder and the filing of any financing statements (including
fixture filings) or other documents (including execution of agreements in the form of Exhibits II, III and IV
and filing such agreements with the United States Patent and Trademark Office or United States Copyright Office, as applicable) in connection
herewith or therewith; provided, however, that for so long as no Event of Default shall have occurred and be continuing,
nothing in this Section 4.03(d) shall require any Credit Party to take perfection actions that are not otherwise required
under any other clauses of Article 3 or Article 4. If any amount payable to any Credit Party under or in connection
with any of the Article 9 Collateral shall be or become evidenced by any promissory note or other instrument in excess of $5,000,000
(other than, at any time that no Default or Event of Default has occurred and is continuing, any promissory note or other Pledged Debt
with respect to any Mortgage Loan originated or acquired in the ordinary course of business), such note or instrument shall be promptly
(but in no event later than the next Delivery Date) pledged and delivered to the Administrative Agent, duly endorsed in a manner reasonably
satisfactory to the Administrative Agent.


 


(e)            Subject
to, and in accordance with, the terms and provisions of the Credit Agreement (including all limits on expense reimbursement set
forth therein), the Administrative Agent and such Persons as the Administrative Agent may reasonably designate shall have the right,
at the Credit Parties’ own cost and expense, to inspect the Article 9 Collateral, all material records related thereto
(and to make extracts and copies from such records) and the premises upon which any of the Article 9 Collateral is located, to
discuss the Credit Parties’ affairs with the officers of the Credit Parties and their independent accountants and to verify
under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating
to, the Article 9 Collateral, including (upon the occurrence and during the continuation of an Event of Default or with the
consent of the applicable Credit Party (not to be unreasonably withheld, delayed, or conditioned)), in the case of Agency
Collateral, MSR Assets or other Article 9 Collateral in the possession of any third person, by contacting Account Debtors or
the third person possessing such Article 9 Collateral for the purpose of making such a verification. Subject to any
confidentiality requirements set forth in the Loan Documents, the Administrative Agent shall have the absolute right to share any
information it gains from such inspection or verification with any Secured Party.


 






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(f)            During
the continuance of an Event of Default, the Administrative Agent, at its option, may (but shall have no obligation to) discharge past
due taxes, assessments, charges, fees or Liens at any time levied or placed on the Collateral and not permitted pursuant to the terms
and provisions of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent
any Credit Party fails to do so as required by the Credit Agreement or this Agreement, and each Credit Party jointly and severally agrees
to reimburse the Administrative Agent on demand for any payment made or any expense incurred by the Administrative Agent pursuant to the
foregoing authorization; provided that nothing in this paragraph shall be interpreted as excusing any Credit Party from the performance
of, or imposing any obligation on the Administrative Agent or any Secured Party to cure or perform, any covenants or other promises of
any Credit Party with respect to taxes, assessments, charges, fees, Liens and maintenance as set forth in this Agreement or in the other
Loan Documents; provided, further, that the Administrative Agent or any Lender shall not discharge any past due taxes, assessments,
charges, fees or Liens if being contested by one or more of the Credit Parties in accordance with the Credit Agreement and the applicable
Credit Party has notified the Administrative Agent in writing of such contest.


 


(g)            If
at any time any Credit Party shall take a security interest in any property of an Account Debtor or any other Person with a value in excess
of $5,000,000 to secure payment and performance of any account (other than, at any time that no Default or Event of Default has occurred
and is continuing, any mortgage or other security taken with respect to any Mortgage Loan originated or acquired in the ordinary course
of business), such Credit Party shall promptly (but in no event later than the next Delivery Date) assign such security interest to the
Administrative Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security
interest against creditors of and transferees from the Account Debtor or other Person granting the security interest.


 


(h)            Each
Credit Party shall remain liable to observe and perform all the conditions and material obligations to be observed and performed by it
under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof, and
each Credit Party jointly and severally agrees to indemnify and hold harmless the Administrative Agent and the other Secured Parties from
and against any and all liability for such performance.


 


(i)            None
of the Credit Parties shall make or permit to be made an assignment, pledge or hypothecation of the Collateral or shall grant any other
Lien in respect of the Collateral, or otherwise agree to enter into (or agree to enter into) a Negative Pledge, except to the extent permitted
by the Credit Agreement. None of the Credit Parties shall make or permit to be made any transfer of the Collateral except to the extent
permitted by the Credit Agreement, and each Credit Party shall remain at all times in possession of the Collateral owned by it, except
to the extent permitted by the Credit Agreement.


 


(j)            Each
Credit Party irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by
the Administrative Agent) as such Credit Party’s true and lawful agent (and attorney-in-fact) for the purpose, upon the occurrence
and during the continuation of an Event of Default, of making, settling and adjusting claims in respect of Article 9 Collateral under
policies of insurance, endorsing the name of such Credit Party on any check, draft, instrument or other item of payment for the proceeds
of such policies of insurance and for making all determinations and decisions with respect thereto. In the event that any Credit Party
at any time or times shall fail to obtain or maintain any of the policies of insurance required under the Credit Agreement or to pay any
premium in whole or part relating thereto, the Administrative Agent may, without waiving or releasing any obligation or liability of the
Credit Parties hereunder or any Event of Default, in its sole reasonable discretion, obtain and maintain such policies of insurance and
pay such premium and take any other actions with respect thereto as the Administrative Agent deems advisable. All sums disbursed by the
Administrative Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, out-of-pocket expenses
and other charges relating thereto, shall be payable, upon demand, by the Credit Parties to the Administrative Agent and shall be additional
Secured Obligations secured hereby.


 


(k)            Without
limiting the generality of the covenants set forth in the Credit Agreement, each Credit Party shall comply fully with the covenants set
forth in Section 7.10 of the Credit Agreement.


 






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Section 4.04         Other
Actions. In order to ensure the attachment, perfection and priority of, and the ability of the Administrative Agent to enforce, the
Security Interest, each Credit Party agrees, in each case at such Credit Party’s own expense, to take the following actions with
respect to the following Article 9 Collateral (but in no event with respect to any Excluded Assets):


 


(a)            Instruments
and Tangible Chattel Paper. Each Credit Party represents and warrants that each “instrument” and each item of “tangible-chattel
paper” (as each such term is defined in the UCC) with a value in excess of $5,000,000 in existence on the date hereof and subject
to the Security Interest of this Agreement (other than any promissory note or other instrument with respect to any Mortgage Loan originated
or acquired in the ordinary course of business) has been properly endorsed, assigned and delivered to the Administrative Agent, accompanied
by instruments of transfer or assignment duly executed in blank. If any Credit Party shall at any time hold or acquire any “instruments”
or “chattel paper” with a value in excess of $5,000,000, such Credit Party shall promptly (but in no event later than the
next Delivery Date) endorse, assign and deliver the same to the Administrative Agent, accompanied by such undated instruments of transfer
or assignment duly executed in blank as the Administrative Agent may from time to time reasonably request.


 


(b)            Electronic
Chattel Paper and Transferable Records. If any Credit Party at any time holds or acquires an interest in any electronic “chattel
paper” or any “transferable record,” as that term is defined in Section 201 of the Federal Electronic Signatures
in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction
with a value in excess of $5,000,000, such Credit Party shall promptly (but in no event later than the next Delivery Date) notify the
Administrative Agent in writing thereof and, at the request of the Administrative Agent, shall take such action as the Administrative
Agent may reasonably request to vest in the Administrative Agent control under UCC Section 9-105 of such electronic chattel paper
or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as applicable, Section 16
of the Uniform Electronic Transactions Act, as in effect in such jurisdiction, of such transferable record. The Administrative Agent agrees
with such Credit Party that the Administrative Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative
Agent and so long as such procedures will not result in the Administrative Agent’s loss of control, for the Credit Party to make
alterations to the electronic chattel paper or transferable record permitted under UCC Section 9-105 or, as applicable, Section 201
of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act
for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after
taking into account any action by such Credit Party with respect to such electronic chattel paper or transferable record.


 


(c)            [Reserved].


 


(d)            Commercial
Tort Claims. If any Credit Party shall at any time hold or acquire a commercial tort claim in an amount reasonably estimated by such
Credit Party to exceed $5,000,000, such Credit Party shall promptly (but in no event later than the next Delivery Date) notify the Administrative
Agent thereof in a writing signed by such Credit Party including a summary description of such claim and grant to the Administrative Agent,
for the ratable benefit of the Secured Parties in such writing a security interest therein and in the proceeds thereof, all upon the terms
of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Administrative Agent.


 






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(e)          Accounts.
Other than in the ordinary course of business consistent with its past practice, no Credit Party will (i) amend, supplement, modify,
extend, compromise, settle, credit or discount any account or (ii) release, wholly or partially, any Account Debtor, except where
such extension, compromise, settlement, release, credit, discount, amendment, supplement or modification could not reasonably be expected,
either individually or in the aggregate, to have a material adverse effect on the value of the accounts, taken as a whole.


 


Section 4.05     Covenants
Regarding Patent, Trademark and Copyright Collateral.


 


(a)            Each
Credit Party agrees that it will not do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its
licensees from doing any act or omitting to do any act) whereby any Patent that is material to the conduct of such Credit Party’s
business would become invalidated or dedicated to the public, and agrees that it shall continue to mark any products covered by a Patent
with the relevant patent number as necessary and sufficient in its reasonable judgment to establish and preserve its material rights under
applicable patent laws.


 


(b)            Each
Credit Party (either itself or by agreement with its licensees or its sublicensees) will, for each Trademark material to the conduct of
such Credit Party’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for
non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark,
(iii) display such Trademark with notice of Federal or foreign registration (or, if such Trademark is unregistered, display such
Trademark with notice as required for unregistered Trademarks) as necessary and sufficient in its reasonable judgment to establish and
preserve its material rights under Applicable Laws and (iv) not knowingly use or knowingly permit the use of such Trademark in any
violation of any third party rights.


 


(c)            Each
Credit Party (either itself or by agreement with its licensees or sublicensees) will, for each work covered by a Copyright material to
the conduct of such Credit Party’s business, continue to publish, reproduce, display, adopt and distribute the work with appropriate
copyright notice as necessary and sufficient in its reasonable judgment to establish and preserve its material rights under applicable
copyright laws.


 


(d)            Each
Credit Party shall notify the Administrative Agent in writing promptly (but in no event later than the next Delivery Date) if it knows
that any Patents, Trademarks or Copyrights material to the conduct of its business could reasonably be expected to become abandoned, lost
or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination
or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar
office of any country) regarding such Credit Party’s ownership of any such Patent, Trademark or Copyright, its right to register
the same, or its right to keep and maintain the same.


 


(e)            In
no event shall any Credit Party, either itself or through any agent, employee, licensee or designee, file an application with respect
to any Patents, Trademarks or Copyrights material to the conduct of its business with the United States Patent and Trademark Office, United
States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political
subdivision thereof, unless it promptly (but in no event later than the next Delivery Date) informs the Administrative Agent in writing
and, upon request of the Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the
Administrative Agent may reasonably request to evidence the Administrative Agent’s security interest in such Patents, Trademarks
or Copyrights, and each Credit Party hereby appoints the Administrative Agent as its attorney-in-fact to execute and file such writings
as are reasonably necessary for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being
coupled with an interest, is irrevocable.


 






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(f)            Each
Credit Party will exercise commercially reasonable steps that are consistent with the practice in any proceeding before the United
States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the
United States or in any other country or any political subdivision thereof, to maintain and pursue each registration or application
that is material to the conduct of such Credit Party’s business relating to the Patents, Trademarks and/or Copyrights (and to
obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights
that is material to the conduct of any Credit Party’s business, including timely filings of applications for renewal,
affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if in its reasonable business judgment, to
initiate opposition, interference and cancellation proceedings against third parties.


 


(g)            In
the event that any Credit Party knows that any Article 9 Collateral consisting of a Patents, Trademarks or Copyrights material to
the conduct of any Credit Party’s business has been or is about to be infringed, misappropriated or diluted by a third party, such
Credit Party shall promptly (but in no event later than the next Delivery Date) notify the Administrative Agent in writing and shall,
if in its reasonable business judgment, promptly sue for infringement, misappropriation or dilution and to recover any and all damages
for such infringement, misappropriation or dilution (and take any actions required by Applicable Law prior to instituting such suit),
and take such other actions as are appropriate under the circumstances to protect such Article 9 Collateral. Nothing in this Agreement
shall prevent any Credit Party from discontinuing the use or maintenance of any Article 9 Collateral consisting of a Patents, Trademarks
or Copyrights, or require any Credit Party to pursue any claim of infringement, misappropriation or dilution, if (x) such Credit
Party so determines in its reasonable business judgment and (y) it is not prohibited by the Credit Agreement.


 


(h)            Upon
and during the continuation of an Event of Default, each Credit Party shall, at the request of the Administrative Agent, use its commercially
reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark
License to effect the assignment of all such Credit Party’s right, title and interest thereunder to the Administrative Agent or
its designee.


 


Section 4.06     Covenants
Related to Agency Collateral and MSR Assets. Subject at all times to the provisions of Article 8:


 


(a)          Within
two (2) Business Days after receipt (or immediately upon withdrawal from the applicable custodial account held by any applicable
Credit Party in its capacity as Servicer at least once per calendar month), each Credit Party shall cause all Income received or retained
by it to be deposited directly into a Deposit Account subject to a Deposit Account Control Agreement and, to the extent any Credit Party
is in possession or control of any Income not so deposited, shall hold such Income in trust for the Administrative Agent hereunder and
promptly deposit such Income into a Deposit Account subject to a Deposit Account Control Agreement;


 






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(b)            Each
applicable Credit Party shall perform its obligations under and in accordance with the related Collateral Transaction Documents, Servicing
Contracts, and other Agency Agreements in all material respects, shall not waive any or all of its material rights thereunder (including
its rights to any Income) and shall use commercially reasonable efforts to prevent termination of such Credit Party by the applicable
Agency and Investor, except if such termination would not be reasonably likely to have a material adverse effect on the Collateral, taken
as a whole; and


 


(c)            Without
the prior written consent of the Administrative Agent, no Credit Party shall agree to any modification or amendment to the Collateral
Transaction Documents which may have a material adverse effect on the value of, or the Secured Parties’ interest in, the related
Collateral, taken as a whole; subject at all times, however, to the provisions of Article 8 hereunder and the
provisions of Section 7.12 of the Credit Agreement.


 


Section 4.07     Deposit
Accounts and Securities Accounts. (a)  As of the date hereof each Credit Party has neither opened nor maintains any Deposit
Accounts other than the accounts listed on Schedule V. From and after the date hereof (or (x) in the case of any Deposit
Account which was an Excluded Account but ceases to constitute same, thirty (30) days after such cessation or (y) in each case,
such longer period as is acceptable to the Administrative Agent in its sole discretion), each of the Deposit Accounts (other than
Excluded Accounts) of each Credit Party shall be subject to the terms of a fully executed Deposit Account Control Agreement. No
Credit Party shall hereafter establish or maintain any Deposit Account (other than an Excluded Account) unless (1) the
applicable Credit Party shall have given the Administrative Agent ten (10) days’ (or such other period as may be
acceptable to the Administrative Agent in its sole discretion) prior written notice of its intention to establish such new Deposit
Account with a Cash Management Bank, (2) such Cash Management Bank shall be reasonably acceptable to the Administrative Agent,
and (3) such Cash Management Bank and such Credit Party shall have duly executed and delivered to the Administrative Agent a
Deposit Account Control Agreement with respect to such Deposit Account within thirty (30) days of its being established (or such
longer period as the Administrative Agent agrees in its sole discretion). The Administrative Agent agrees with each Credit Party
that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any
Deposit Account or withhold any withdrawal rights from such Credit Party with respect to funds from time to time credited to any
Deposit Account except upon the occurrence and during the continuation of an Event of Default. No Credit Party shall grant Control
of any Deposit Account (other than Excluded Accounts) to any person other than the Administrative Agent. Each Credit Party shall,
promptly following a request of the Administrative Agent, provide it with a list of all Deposit Accounts (including Excluded
Accounts) then maintained by it and all other information relating thereto as may be reasonably requested.


  


(b)            As
of the date hereof no Credit Party has any Securities Accounts other than those listed in Schedule VI, respectively. From and after
the date hereof (or such longer period as is acceptable to the Administrative Agent), the Administrative Agent shall have a perfected
first priority security interest in such Securities Accounts by Control. No Credit Party shall hereafter establish and maintain any Securities
Account with any Securities Intermediary unless (1) the applicable Credit Party shall have given the Administrative Agent thirty
(30) days’ (or such other period as may be acceptable to the Administrative Agent in its sole discretion) prior written notice of
its intention to establish such new Securities Account with such securities intermediary, (2) such securities intermediary or commodity
intermediary shall be reasonably acceptable to the Administrative Agent, and (3) such securities intermediary and such Credit Party
shall have duly executed and delivered a Securities Account Control Agreement with respect to such Securities Account. The Administrative
Agent agrees with each Credit Party that the Administrative Agent shall not give any entitlement orders or instructions or directions
to any issuer of uncertificated securities or securities intermediary, and shall not withhold its consent to the exercise of any withdrawal
or dealing rights by such Credit Party, unless an Event of Default has occurred and is continuing or, after giving effect to any such
investment and withdrawal rights, would occur. No Credit Party shall grant Control over any investment property to any person other than
the Administrative Agent. Each Credit Party shall, promptly following a request of the Administrative Agent, provide it with a list of
all Securities Accounts (including Excluded Accounts) then maintained by it and all other information relating thereto as may be reasonably
requested.


 






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(c)            The
provisions of this Section 4.07 (other than information provisions) shall not apply to any Excluded Accounts (as defined below).
For purposes of this clause (c), “Excluded Accounts” means (A) any Securities Account for which the Administrative
Agent is the securities intermediary, (B) any Deposit Account maintained solely for payroll purposes or holding solely restricted
cash in connection with self-insurance programs, (C) all accounts solely holding restricted cash in respect of Agency Requirements
and including, without limitation, any Account the purpose of which is to hold Fannie Mae Reserves to secure the Credit Parties’
loss sharing obligations to Fannie Mae, (D) all accounts maintained solely as trust, escrow, payroll or similar accounts for the
benefit of third parties, (E) all accounts maintained solely for purposes of holding proceeds of Permitted Funding Collateral, (F) zero
balance accounts maintained in the ordinary course of business with amounts on deposit that do not exceed the amounts necessary to cover
checks written, or electronic funds transfers drawn, in the ordinary course of business and (G) so long as no Default or Event of
Default has occurred and is continuing, any Deposit Accounts with an amount on deposit that does not exceed the greater of (1) $1,000,000
and (2) an amount that, when aggregated with the amounts on deposit in all other Deposit Accounts for which Deposit Account Control
Agreements have not been obtained (other than those specified in clauses (B) through (F) above), do not exceed $2,000,000 at
any time.


 


ARTICLE 5.

REMEDIES


 


Section 5.01     Remedies
upon Default. Subject to Article 8, upon the occurrence and during the continuance of any Event of Default, the
Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, enforce against the Credit
Parties their obligations and liabilities hereunder and exercise such other rights and remedies as may be available to the
Administrative Agent hereunder, under the Credit Agreement, the other Loan Documents, the Cash Management Agreements, the Hedge
Agreements or otherwise. Upon the occurrence and during the continuation of an Event of Default, each Credit Party agrees to deliver
each item of Collateral to the Administrative Agent on demand, and it is agreed that the Administrative Agent shall have the right
to take any of or all the following actions at the same or different times: (a) with respect to any Article 9 Collateral
consisting of Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of
any of or all such Article 9 Collateral by the applicable Credit Parties to the Administrative Agent, for the ratable benefit
of the Secured Parties (provided that no such assignment shall occur if it results in the termination, nullification or
avoidance of such Intellectual Property) or to license or sublicense, whether general, special or otherwise, and whether on an
exclusive or nonexclusive basis, any such Article 9 Collateral throughout the world on such terms and conditions and in such
manner as the Administrative Agent shall determine (other than in violation of any then-existing licensing arrangements to the
extent that waivers cannot be obtained); (b) with or without legal process and with or without prior notice or demand for
performance, to take possession of the Article 9 Collateral and without liability for trespass to enter any premises where the
Article 9 Collateral may be located for the purpose of taking possession of or removing the Article 9 Collateral and,
generally, to exercise any and all rights afforded to a secured party under the UCC or other applicable law; and (c) such
additional rights and remedies to which a secured party is entitled at law or in equity, including, without limitation, the right,
to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Pledged
Securities as if the Administrative Agent were the sole and absolute owner thereof (and each Credit Party agrees to take all such
action as may be reasonably appropriate to effect such right). Without limiting the generality of the foregoing, upon the occurrence
and during the continuance of an Event of Default, each Credit Party agrees that the Administrative Agent shall have the right,
subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral at a
public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as
the Administrative Agent shall deem appropriate. Each such purchaser at any sale of Collateral shall hold the property sold
absolutely, free from any claim or right on the part of any Credit Party, and each Credit Party hereby waives (to the extent
permitted by law) all rights of redemption, stay and appraisal that such Credit Party now has or may at any time in the future have
under any rule of law or statute now existing or hereafter enacted.


 






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The Administrative Agent
shall give the applicable Credit Parties ten (10) days’ written notice (which each Credit Party agrees is reasonable
notice within the meaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of the Administrative
Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place
for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at
which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board
or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as
the Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion
thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may determine in its
sole and absolute discretion. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall
determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative
Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by
announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which
the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the
Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof,
but the Administrative Agent and the other Secured Parties shall not incur any liability in case any such purchaser or purchasers
shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon
like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may
bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of
any Credit Party (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part
thereof offered for sale, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such
property without further accountability to any Credit Party therefor. For purposes hereof, a written agreement to purchase the
Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale
pursuant to such agreement and no Credit Party shall be entitled to the return of the Collateral or any portion thereof subject
thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement, all Events of
Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein
conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to
sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or
pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 5.01 shall
be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC or its equivalent
in other jurisdictions.


 


Section 5.02     Application
of Proceeds.


 


(a)            The
Administrative Agent shall apply the proceeds of any collection or sale of Collateral pursuant to Section 9.4 of the Credit Agreement.


 






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(b)            Upon
any sale of Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding),
the receipt by the Administrative Agent or by the officer making the sale of any proceeds, moneys or balances of such sale shall be a
sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated
to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in
any way for the misapplication thereof. To the extent permitted by applicable law, each Credit Party waives all claims, damages and demands
it may have against the Administrative Agent or any other Secured Party arising out of the exercise by the Administrative Agent of any
of its rights hereunder, except for any claims, damages and demands it may have against the Administrative Agent arising from the willful
misconduct, bad faith or gross negligence of the Administrative Agent.


 


(c)            The
rights, powers and privileges of the Administrative Agent or any other Secured Party under this Agreement and the other Loan Documents
are cumulative and shall be in addition to all rights, powers, privileges and remedies available to the Administrative Agent and any other
such Secured Party at law or in equity. Any such rights, powers and remedies shall be cumulative and may be exercised successively or
concurrently without impairing the rights of the Administrative Agent or any other such Secured Party hereunder.


 


(d)            All
payments required to be made hereunder shall be made to the Administrative Agent for the account of the applicable Secured Parties.


 


(e)            For
purposes of applying payments received in accordance with this Section 5.02, the Administrative Agent shall be entitled to
rely upon the respective Secured Parties for a determination (which respective Secured Parties agree (or shall agree) to provide upon
request of the Administrative Agent) of the outstanding Secured Obligations owed to the Lenders or other such Secured Parties, as the
case may be. Unless it has received written notice from a Lender or another Secured Party to the contrary, the Administrative Agent, in
acting hereunder, shall be entitled to assume that no Hedge Agreements and obligations under the Cash Management Agreements secured hereunder
are in existence.


 


(f)            It
is understood that the Credit Parties shall remain jointly and severally liable to the extent of any deficiency between the amount of
the proceeds of the Collateral and the aggregate amount of the Secured Obligations.


 


Section 5.03     Grant
of License To Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies
under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each
Credit Party hereby grants to (in the Administrative Agent’s sole discretion) the Administrative Agent or a designee of the
Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the
Credit Parties) to use, license or sublicense (except as may not be permitted by applicable law or contract) any of the
Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Credit Party, and wherever the
same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded
or stored and to all computer software and programs used for the compilation or printout thereof. Notwithstanding the preceding
sentence, the effectiveness of such license is contingent, and the use of such license by the Administrative Agent shall be
exercised, at the option of the Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; provided,
that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding
upon the Credit Parties notwithstanding any subsequent cure of an Event of Default.


 






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Section 5.04     Securities
Act. In view of the position of the Credit Parties in relation to the Pledged Securities, or because of other current or future circumstances,
a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous
in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities
Laws”) with respect to any disposition of the Pledged Securities permitted hereunder. Each Credit Party understands that compliance
with the Federal Securities Laws might very strictly limit the course of conduct of the Administrative Agent if the Administrative Agent
were to attempt to dispose of all or any part of the Pledged Securities, and might also limit the extent to which or the manner in which
any subsequent transferee of any Pledged Securities could dispose of the same. Similarly, there may be other legal restrictions or limitations
affecting the Administrative Agent in any attempt to dispose of all or part of the Pledged Securities under applicable “blue sky”
or other state securities laws or similar laws analogous in purpose or effect. Each Credit Party recognizes that in light of such restrictions
and limitations the Administrative Agent may, with respect to any sale of the Pledged Securities, limit the purchasers to those who will
agree, among other things, to acquire such Pledged Securities for their own account, for investment, and not with a view to the distribution
or resale thereof. Each Credit Party acknowledges and agrees that in light of such restrictions and limitations, the Administrative Agent,
in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of
registering such Pledged Securities or part thereof shall have been filed under the Federal Securities Laws and (b) may approach
and negotiate with a single potential purchaser to effect such sale. Each Credit Party acknowledges and agrees that any such sale might
result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event
of any such sale, the Administrative Agent shall incur no responsibility or liability for selling all or any part of the Pledged Securities
at a price that the Administrative Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances,
notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration
as aforesaid or if more than a single purchaser were approached. The provisions of this Section 5.04 will apply notwithstanding
the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the
Administrative Agent sells.


 


Section 5.05     Agency
Collateral. The provisions of this Article 5 are subject to the provisions of Article 8.


 


ARTICLE 6.

INDEMNITY, SUBROGATION AND SUBORDINATION


 


Section 6.01     Indemnity
and Subrogation. In addition to all rights of indemnity and subrogation as any Credit Party may have under applicable law (but in
each case subject to Section 6.03), each Credit Party agrees that: (a) in the event a payment of any Secured Obligation
shall be made by any Credit Party under this Agreement, the other Credit Party shall indemnify such Credit Party for the full amount of
such payment and such Credit Party shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent
of such payment and (b) in the event any assets of any Credit Party shall be sold pursuant to this Agreement or any other Security
Document to satisfy in whole or in part any Secured Obligation owed to any Secured Party, each of the other Credit Parties shall indemnify
such Credit Party in an amount equal to the fair value of the assets so sold.


 






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Section 6.02     Contribution
and Subrogation. Each Credit Party agrees (subject to Section 6.03) that to the extent such Credit Party shall have
paid more than its proportionate share (based, to the maximum extent permitted by law, on the respective assets, liabilities and net
worth of such Credit Parties on the date the respective payment is made) of any payment made hereunder (whether as a guarantor
hereunder, with proceeds of the Collateral of any Credit Party applied hereunder deemed for this purpose to be payments made by it),
such Credit Party shall be entitled to seek and receive contribution from and against any other Credit Party hereunder that has not
paid its proportionate share of such payment. Each Credit Party’s right of contribution shall be subject to the terms and
conditions of Section 6.03. Notwithstanding anything to the contrary contained above, any Credit Party that is released
from this Agreement (and its guarantees contained herein) in accordance with the express provisions of Section 7.14(b) shall
thereafter have no contribution obligations, or rights, pursuant to this Section 6.02, and at the time of any such
release, the contribution rights and obligations of the remaining Credit Parties shall be recalculated on the respective date of
release (as otherwise provided herein) based on the payments made hereunder by the remaining Credit Parties. Each Credit
Party’s right of contribution shall be subject to the terms and conditions of Section 6.03. The provisions of this Section 6.02
shall in no respect limit the obligations and liabilities of any Credit Party to the Administrative Agent and the other Secured
Parties, and each Credit Party shall remain liable to the Administrative Agent and the other Secured Parties for the full amount
guaranteed by such Credit Party hereunder.


 


Section 6.03     Subordination.
Notwithstanding any provision in this Agreement to the contrary, all rights of the Credit Parties under Sections 6.01 and 6.02
and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible
payment in full in cash of the Secured Obligations, and no Credit Party shall be entitled to be subrogated to any of the rights of the
Administrative Agent or any other Secured Party against any other Credit Party or any collateral security or guarantee or right of offset
held by the Administrative Agent or any other Secured Party for the payment of any of the Secured Obligations, nor shall any Credit Party
seek or be entitled to seek any contribution or reimbursement from any other Credit Party in respect of payments made by such Credit Party
hereunder (or paid with proceeds of collateral of such Credit Party hereunder), until all amounts owing to the Administrative Agent and
the other Secured Parties on account of the Secured Obligations are paid in full in cash. If any amount shall be paid to any Credit Party
on account of such contribution or subrogation rights at any time when all of the Secured Obligations shall not have been paid in full
in cash, such amount shall be held by such Credit Party in trust for the Administrative Agent and the other Secured Parties, segregated
from other funds of such Credit Party, and shall, forthwith upon receipt by such Credit Party, be turned over to the Administrative Agent
in the exact form received by such Credit Party (duly indorsed by such Credit Party to the Administrative Agent, if required), to be held
as collateral security for all of the Secured Obligations (whether matured or unmatured) of, or guaranteed by, such Credit Party and/or
then or at any time thereafter may be applied against any Secured Obligations, whether matured or unmatured, in such order as the Administrative
Agent may determine.


 


ARTICLE 7.

MISCELLANEOUS


 


Section 7.01     Notices.
All communications and notices hereunder shall (except as otherwise expressly permitted in this Agreement) be in writing and given as
provided in Section 11.1 of the Credit Agreement, and with respect to communications with each Agency, as provided in Article 8
hereof; provided that no communication or notice hereunder from the Administrative Agent to any Credit Party upon the occurrence
and during the continuation of an Event of Default may be given by telephone.


 


Section 7.02     Waivers;
Amendment.


 


(a)            No
failure or delay by any Secured Party in exercising any right or power hereunder or under any of the other Loan Documents shall operate
as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps
to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power; provided,
that no such single or partial exercise or abandonment or discontinuance shall prejudice any Credit Party in any material respect. The
rights and remedies of the Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights
or remedies that they would otherwise have. No waiver of any provision in this Agreement or consent to any departure by any Credit Party
therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.02, and
then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand
on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances.


 






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(b)            Neither
this Agreement nor any provision hereof may be waived, amended or modified nor any consent be given except in accordance with Section 11.2
of the Credit Agreement.


 


Section 7.03     Indemnification.


 


(a)            The
Credit Parties, jointly and severally, shall pay all out-of-pocket expenses (including, without limitation, attorneys’ fees and
expenses) incurred by the Administrative Agent and each other Secured Party to the extent the Borrower would be required to do so pursuant
to Section 11.3 of the Credit Agreement.


 


(b)            The
Credit Parties, jointly and severally, shall pay and shall indemnify each Indemnitee against Indemnified Taxes and Other Taxes to the
extent the Borrower would be required to do so pursuant to Section 3.11 of the Credit Agreement.


 


(c)            The
Credit Parties, jointly and severally, shall indemnify each Indemnitee to the extent the Borrower would be required to do so pursuant
to Section 11.3 of the Credit Agreement.


 


(d)            Each
Credit Party hereby confirms its obligations under Section 11.3 of the Credit Agreement in all respects.


 


(e)            Any
such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Loan Documents. The
provisions of this Section 7.03 shall remain operative and in full force and effect regardless of the termination of this
Agreement or any of the other Loan Documents, the consummation of the transactions contemplated hereby, the repayment of any of the Secured
Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation
made by or on behalf of the Administrative Agent or any other Secured Party. Any amounts due under this Section 7.03 shall
be payable on written demand therefor.


 


Section 7.04     Successors
and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted
successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Credit Party to the Administrative
Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns and shall inure
to the benefit of the other Secured Parties and their respective successors and assigns; provided that no Credit Party may assign
or transfer any of its rights or obligations under this Agreement or any other Loan Document without the prior written consent of the
Administrative Agent and the other Secured Parties (except as otherwise provided by the Credit Agreement).


 


Section 7.05     Survival
of Agreement. All covenants, agreements, representations and warranties made by the Credit Parties in the Loan Documents and in the
certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any of the other Loan Documents
shall be considered to have been relied upon by the Administrative Agent and the other Secured Parties and shall survive the execution
and delivery of the Loan Documents, the making of the Term Loan, and the provision of services under Secured Cash Management Agreements
or Secured Hedge Agreements regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Administrative
Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is
extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on
the Term Loan or any fee or any other amount payable under any of the Loan Documents is outstanding and unpaid (other than contingent
indemnification obligations for which no claim has been made).


 






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Section 7.06     Counterparts;
Effectiveness; Several Agreement; Other. This Agreement may be executed in counterparts, each of which shall constitute an
original but all of which, when taken together, shall constitute single contract. Delivery of an executed signature page to
this Agreement by facsimile or electronic transmission shall be as effective as delivery of a manually signed counterpart of this
Agreement. This Agreement shall become effective as to any Credit Party when a counterpart hereof executed on behalf of such Credit
Party shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the
Administrative Agent, and thereafter shall be binding upon such Credit Party and the Administrative Agent and their respective
permitted successors and assigns, and shall inure to the benefit of such Credit Party, the Administrative Agent and the other
Secured Parties and their respective successors and assigns, except that no Credit Party shall have the right to assign or transfer
its rights or obligations hereunder or any interest in this Agreement or in the Collateral (and any such assignment or transfer
shall be void) except as contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate
agreement with respect to each Credit Party and may be amended, modified, supplemented, waived or released with respect to any
Credit Party without the approval of any other Credit Party and without affecting the obligations of any other Credit Party
hereunder. In addition, each of the Credit Parties hereby agrees to be bound by and perform all of the covenants and obligations of
the Credit Parties set forth in the Credit Agreement.


 


Section 7.07     Severability.
Any provision in this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining
provisions hereof; the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.


 


Section 7.08     Right
of Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the
credit or the account of any Credit Party against any of and all the obligations of such Credit Party now or hereafter existing under
this Agreement or any other Loan Document owed to such Lender, irrespective of whether or not such Lender shall have made any demand under
this Agreement or any other Loan Document and although such obligations may be unmatured. The applicable Lender shall notify the Borrower,
the other Credit Parties and the Administrative Agent in writing of such setoff or application; provided that any failure to give
or any delay in giving such notice shall not affect the validity of any such set-off or application under this Section 7.08.
The rights of each Lender under this Section 7.08 are in addition to other rights and remedies (including other rights of
set-off) which such Lender may have.


 


Section 7.09     Governing
Law; Jurisdiction; Venue; Service of Process.


 


(a)            Governing
Law. This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon,
arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance
with, the laws of the State of New York.


 






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(b)            Submission
to Jurisdiction. Each Credit Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding
of any kind or description, whether in law or equity, whether relating to this Agreement or the transactions relating hereto in any forum
other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District
of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction
of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such
New York state court or, to the fullest extent permitted by Applicable Law, in such federal court. Each of the parties hereto agrees that
a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that
the Administrative Agent or any other Secured Party may otherwise have to bring any action, litigation or proceeding relating to this
Agreement or any other Loan Document against any Credit Party or its properties in the courts of any jurisdiction.


 


(c)            Waiver
of Venue. Each Credit Party irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection
that it may now or hereafter have to the laying of venue of any action, litigation or proceeding arising out of or relating to this Agreement
or any other Loan Document in any court referred to in paragraph (b) of this Section 7.09. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.


 


(d)            Service
of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 11.1 of
the Credit Agreement. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted
by Applicable Law.


 


(e)            Appointment
of the Borrower as Agent for the Credit Parties. Each Subsidiary Guarantor hereby irrevocably appoints and authorizes the Borrower
to act as its agent for service of process and notices required to be delivered under this Agreement or under the other Loan Documents,
it being understood and agreed that receipt by the Borrower of any summons, notice or other similar item shall be deemed effective receipt
by such Subsidiary Guarantor and its Subsidiaries.


 


Section 7.10     Waiver
of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 7.10.


 






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Section 7.11     Injunctive
Relief. Each Credit Party recognizes that, in the event such Credit Party fails to perform, observe or discharge any of its obligations
or liabilities under this Agreement or any other Loan Document, any remedy of law may prove to be inadequate relief to the Administrative
Agent and the other Secured Parties. Therefore, each Credit Party agrees that the Administrative Agent and the other Secured Parties,
at the option of the Administrative Agent and the other Secured Parties, shall be entitled to temporary and permanent injunctive relief
in any such case without the necessity of proving actual damages.


 


Section 7.12     Headings.
Article and Section headings and the Table of Contents used in this Agreement are for convenience of reference only, are not
part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.


 


Section 7.13     Security
Interest Absolute. All rights of the Administrative Agent hereunder, the Security Interest, the grant of a security interest in the
Pledged Securities and all obligations of each Credit Party hereunder shall be absolute and unconditional irrespective of (a) any
lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured
Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of
payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any
departure from the Credit Agreement, any of the other Loan Documents or any other agreement or instrument, (c) any exchange, release
or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee,
securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense
available to, or a discharge of, any Credit Party in respect of the Secured Obligations or this Agreement (other than payment in full
of the Secured Obligations).


 


Section 7.14     Termination
or Release.


 


(a)            Subject
to Section 10.10 of the Credit Agreement, this Agreement and the guarantees made in this Agreement shall terminate and the Security
Interest and all other security interests granted hereby shall be automatically released when all the Obligations (other than (1) contingent
obligations not yet due and payable and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge
Agreements) have been indefeasibly paid in full.


 


(b)            A
Subsidiary of the Credit Party immediately prior to the consummation of any transaction permitted by the Credit Agreement shall be released
from its obligations hereunder and the Security Interest in the Collateral of such Person shall be released upon the consummation of any
transaction permitted by the Credit Agreement as a result of which such Person ceases to be a Credit Party or a Subsidiary of a Credit
Party.


 


(c)            Upon
any sale or other transfer by any Credit Party of any Collateral that is expressly permitted under the Credit Agreement to a Person other
than the Borrower or another Credit Party, or upon the effectiveness of any written consent to the release of the security interest granted
hereby in any Collateral pursuant to the applicable terms and conditions of the Credit Agreement, the security interest in such Collateral
shall be automatically released. For the avoidance of doubt, immediately upon any sale or other transfer in the ordinary course of business
and substantially consistent with past practice by WDLLC, WD Capital, or any other applicable Credit Party under any applicable Agency
Agreement to any applicable Agency of any Mortgage Loan and any related assets (including, without limitation, any promissory note or
other related Pledged Debt with respect thereto and/or any interest in any related mortgaged property or other collateral thereof, but
expressly excluding all servicing Income then constituting Collateral pursuant to Article 8) that constitutes an Asset Disposition
expressly permitted by Section 7.5(f) of the Credit Agreement, any security interest therein shall be automatically released.


 






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(d)            In
connection with any termination or release pursuant to paragraph (a), (b), or (c) of this Section 7.14, the Administrative
Agent shall, upon five (5) Business Day’s written request (or such shorter period as may be permitted by the Administrative
Agent in its sole discretion) and upon delivery to the Administrative Agent of a certificate of a Responsible Officer of the Borrower
certifying that such termination or release is permitted by the Loan Documents (including this Section 7.14), execute and
deliver to any Person, at such Person’s expense, all documents that such Person shall reasonably request to evidence such termination
or release of its obligations or the security interests in its Collateral. Any execution and delivery of documents pursuant to this Section 7.14
shall be without recourse to or warranty by the Administrative Agent. In addition, the Administrative Agent shall, upon the Borrower’s
reasonable request and at the Borrower’s expense and upon delivery to the Administrative Agent of a certificate of a Responsible
Officer of the Borrower certifying that such termination or release is permitted by the Loan Documents (including this Section 7.14),
(x) deliver instruments of assurance confirming the non-existence of any Lien under the Loan Documents with respect to assets of
the Credit Parties described in the Credit Agreement that are excluded from the Collateral and (y) release any Lien granted to or
held by the Administrative Agent upon any Collateral: (I) constituting property in which no Credit Party owned an interest at the
time the Lien was granted or at any time thereafter; (II) constituting property leased to a Credit Party under a lease which has
expired or been terminated in a transaction permitted under the Loan Documents or is about to expire and which has not been, and is not
intended by such Credit Party to be, renewed; or (III) consisting of an instrument or other possessory collateral evidencing Indebtedness
or other obligations pledged to the Administrative Agent (for the benefit of the Secured Parties), if the Indebtedness or obligations
evidenced thereby has been paid in full or otherwise superseded.


 


Section 7.15     Additional
Subsidiaries. In accordance with Section 6.14 of the Credit Agreement, each Subsidiary (other than a Subsidiary that is
designated as an Excluded Subsidiary pursuant to and in accordance with Section 6.14(d)(i) or Section 6.14(f), as
applicable, of the Credit Agreement) that is formed or acquired subsequent to the date hereof or any Subsidiary that was an Excluded
Subsidiary but has been redesignated or reclassified pursuant to and in accordance with Section 6.14(d)(ii) of the Credit
Agreement shall be required to enter in this Agreement as a Subsidiary Guarantor promptly as and when required pursuant to
Section 6.14 of the Credit Agreement. Upon execution and delivery by the Administrative Agent and such Subsidiary Guarantor of
an instrument in the form of Exhibit I, such Subsidiary Guarantor shall become a Credit Party and Subsidiary Guarantor
hereunder with the same force and effect as if originally so named in this Agreement. The execution and delivery of any such
instrument shall not require the consent of any other Credit Party hereunder. The rights and obligations of each Credit Party
hereunder shall remain in full force and effect notwithstanding the addition of any new Credit Party as a party to this
Agreement.


 






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Section 7.16     Administrative
Agent Appointed Attorney-in-Fact. Each Credit Party hereby appoints the Administrative Agent and any officer or agent thereof as the
attorney-in-fact of such Credit Party for the purpose of carrying out the provisions of this Agreement and taking any action and executing
any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable
and coupled with an interest. Without limiting the generality of the foregoing, the Administrative Agent shall have the right, upon the
occurrence and during the continuation of an Event of Default, with full power of substitution either in the Administrative Agent’s
name or in the name of such Credit Party: (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks,
drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive
payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Credit
Party on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of accounts receivables to any
Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent
jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to
settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to
notify, or to require any Credit Party to notify, the Account Debtor of the pledge and assignment of the related Collateral to the Administrative
Agent hereunder and to make payment directly to the Administrative Agent; and (h) to use, sell, assign, transfer, pledge, make any
agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry
out the purposes of this Agreement, as fully and completely as though the Administrative Agent were the absolute owner of the Collateral
for all purposes; provided that nothing in this Agreement contained shall be construed as requiring or obligating the Administrative
Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent,
or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due
or to become due in respect thereof or any property covered thereby. The Administrative Agent and the other Secured Parties shall be accountable
only for amounts actually received as a result of the exercise of the powers granted to them in this Agreement, and neither they nor their
officers, directors, employees or agents shall be responsible to any Credit Party for any act or failure to act hereunder, except for
their own gross negligence or willful misconduct. Each Credit Party hereby ratifies all that said attorneys shall lawfully due or cause
to be done in accordance with this Section 7.16.


 


Section 7.17     Further
Assurances. Notwithstanding anything to the contrary herein, the parties hereto agree to comply with the requirements set forth in
Section 6.18 of the Credit Agreement.


 


Section 7.18     Administrative
Agent. The Administrative Agent shall act in accordance with the provisions of Article 10 of the Credit Agreement, the provisions
of which shall been deemed incorporated by reference herein as fully as if set forth in their entirety herein. Each Secured Party, by
accepting the benefits of this Agreement, agrees to the appointment of the Administrative Agent pursuant to the Credit Agreement and agrees
to each of the provisions of Article 10 of the Credit Agreement, including as same apply to the actions of the Administrative Agent
hereunder.


 


Section 7.19     Advice
of Counsel, No Strict Construction. Each of the parties represents to each other party hereto that it has discussed this Agreement
with its counsel. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.


 


Section 7.20     Acknowledgements.
Each Credit Party hereby acknowledges that:


 


(a)      it
has received a copy of the Credit Agreement and has reviewed and understands the same;


 


(b)      neither
the Administrative Agent nor any other Secured Party has any fiduciary relationship with or duty to any Credit Party arising out of or
in connection with this Agreement or any of the other Loan Documents, and the relationship between the Credit Parties, on the one hand,
and the Administrative Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor
and creditor; and


 


(c)      no
joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby or
thereby among the Secured Parties or among the Credit Parties and the Secured Parties.


 


Section 7.21     [Reserved].


 






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Section 7.22     Secured
Parties. Each Secured Party not a party to the Credit Agreement who obtains the benefit of this Agreement shall be deemed to have
acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, and that with respect
to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Secured Party,
the Administrative Agent and each of its Affiliates shall be entitled to all the rights, benefits and immunities conferred under Article X
of the Credit Agreement.


 


ARTICLE 8.

SPECIAL PROVISIONS RESPECTING AGENCY COLLATERAL


 


Section 8.01     Special
Fannie Mae Provisions. Notwithstanding any provision herein or any other Security Document to the contrary, and as further provided
in Section 7.12, Section 8.4(a), Section 9.7, the final paragraph of Section 11.1(a), the final paragraph of Section 11.2,
and Section 11.25 of the Credit Agreement, the provisions of this Section 8.01 shall apply in all events with respect
to: (i) the “Fannie Mae Collateral”; (ii) the Pledged Equity Interests provided by: (1) W&D Multifamily
in WDLLC and (2) by WDLLC in WD Capital, respectively, pursuant to Article 2 hereof; (iii) the guarantees provided
by WDLLC and WD Capital, respectively pursuant to Article 2 hereof; and (iv) the other terms, conditions, notice requirements,
limitations, and agreements with respect to the Fannie Mae Security Interests granted to the Administrative Agent (for the benefit of
the Secured Parties) in the “Fannie Mae Collateral” relating to the “Fannie Mae Designated Loans” under this Agreement
and/or any other Security Document (as each of such quoted terms is defined below). In providing its Agency Consent, it is hereby acknowledged
that Fannie Mae is relying, and such Agency Consent by Fannie Mae is expressly conditioned, upon the terms and conditions set forth in
this Section 8.01 and in Section 7.12, Section 8.4(a), Section 9.7, the final paragraph of Section 11.1(a),
the final paragraph of Section 11.2, and Section 11.25 of the Credit Agreement. In the event of any conflict between the provisions
of this Section 8.01 and the provisions of any other Loan Document or any other provision of this Agreement, the provisions
of this Section 8.01 shall control. Subject to the foregoing, the Administrative Agent (on behalf of the Secured Parties)
and each Credit Party expressly acknowledge and agree as follows:


 


(a)      Fannie
Mae Security Interest in Fannie Mae Collateral.


 


(i)             Each
Credit Party hereby grants to the Administrative Agent for the benefit of the Secured Parties, a security interest (the
 “Fannie Mae Security Interest”) in the following (the “Fannie Mae Collateral”) to secure
payment and performance of the Secured Obligations: all servicing Income (including, without limitation, Ancillary Income and
Servicing Fees) actually received under the Fannie Mae Servicing Contracts, respectively, by such Credit Party with respect to the
Fannie Mae Loans (the “Fannie Mae Designated Loans”) serviced at any time and from time to time under the
respective Fannie Mae Servicing Contracts, together with any other Income received on account of payments made by a third party
(other than Fannie Mae) thereunder, but not the Fannie Mae Servicing Contracts or any other income (including, without
limitation, principal and interest) related to the Fannie Mae Designated Loans. The Administrative Agent’s security interest
is subject and subordinate to all rights, remedies, powers and prerogatives of Fannie Mae under all applicable Fannie Mae
Agreements, including but not limited to Fannie Mae’s right to terminate WDLLC’s and WD Capital’s selling and
servicing rights with respect to the Fannie Mae Designated Loans as provided in the respective Fannie Mae Agreements. Without
limiting the generality of the foregoing provisions, the Administrative Agent acknowledges that (x) its security interest is
subject to the rights of Fannie Mae, which must approve the Administrative Agent’s security interest (with such approval being
given by Fannie Mae in the Agency Consent provided by Fannie Mae to the Administrative Agent on or prior to the Closing Date) and
(y) Fannie Mae’s Agency Consent is not and shall not extend to, be deemed to be or be construed as, Fannie Mae’s
consent or approval of Administrative Agent’s exercise of any right, power, or remedy with respect to the Fannie Mae Security
Interest or the Fannie Mae Collateral from time to time (with such approval, to the extent required by the terms hereof, to be
granted or withheld in Fannie Mae’s sole and absolute discretion).


 


(ii)            Each
Credit Party authorizes the Administrative Agent to file such financing statements as the Administrative Agent deems reasonably necessary
to perfect the Fannie Mae Security Interest in the Fannie Mae Collateral.


 






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(iii)           Subject
to Section 8.01(a)(i), each Credit Party hereby irrevocably appoints (which appointment is coupled with an interest) the Administrative
Agent, or its delegate, as the attorney in fact of each such Credit Party, with the right (but not the duty) from time to time, following
the occurrence and during the continuance of an Event of Default, to: (1) create, prepare, complete, execute, deliver, endorse or
file, in the name and on behalf of such Credit Party, any and all instruments, documents, financing statements, applications for insurance
and other agreements and writings required to be obtained, executed, delivered or endorsed by such Credit Party under this Section 8.01(a)(iii);
(2) convert the Fannie Mae Collateral into cash, including, without limitation, the sale (either public or private) of all or any
portion or portions of the Fannie Mae Collateral; (3) enforce collection of the Fannie Mae Collateral, either in its own name or
in the name of any applicable Credit Party, including, without limitation, executing releases and prosecuting, defending, compromising
or releasing any action relating to the Fannie Mae Collateral; (4) take such other actions as the Administrative Agent deems necessary
or desirable in order to continue the perfection and priority of its security interest or to realize upon the Fannie Mae Collateral (the
foregoing acts, remedies, and powers being referred to herein sometimes, singly and collectively, as “Enforcement Actions Respecting
Fannie Mae Collateral”); and (5) to cause any applicable Credit Party to undertake and effect any Specified Sale of the
Fannie Mae Program Assets as and when further provided herein. The Administrative Agent shall not be obliged to do any of the acts or
exercise any of the powers hereinabove authorized, but if the Administrative Agent elects to do any such act or exercise any such power,
it shall not be accountable for more than it actually receives as a result of such exercise of power, and it shall not be responsible
to any Credit Party or any other Person except for gross negligence, willful misconduct, or actual bad faith.


 


(iv)           To
the extent that the respective Fannie Mae Designated Loans remain subject to the Fannie Mae Agreements, the applicable Credit Party will
remain the servicer of the Fannie Mae Designated Loans and will continue to service the Fannie Mae Designated Loans in accordance with
Fannie Mae Agreements. Such Credit Party shall not pledge (or, except as may be expressly provided in the Credit Agreement, enter into
(or agree to enter into) a Negative Pledge respecting) any of its respective servicing rights with respect to any of the Fannie Mae Designated
Loans to any other Person.


 


(v)            The
Administrative Agent has no right to service the Fannie Mae Designated Loans or affect the manner in which any Credit Party services
the Fannie Mae Designated Loans. If Fannie Mae terminates any Credit Party’s respective servicing rights with respect to the
Fannie Mae Designated Loans, the grant of the Fannie Mae Security Interest by such Credit Party hereunder will terminate
automatically, and the Administrative Agent will release its Lien created by such Fannie Mae Security Interest and execute and file
all necessary documents to reflect such release; provided, however, that no such termination (and no such release)
shall relate to, or otherwise affect, (A) the Fannie Mae Security Interest granted by any other Credit Party or (B) the
Fannie Mae Security Interest respecting Fannie Mae Collateral comprised of servicing Income then accrued or otherwise earned by such
Credit Party through the date that Fannie Mae provides written notice to the Administrative Agent that such servicing rights of such
Credit Party shall have been so terminated with respect to such Fannie Mae Designated Loans (which accrued and earned servicing
Income shall in all events remain Fannie Mae Collateral), with such termination (and such release) relating only to servicing Income
accruing or otherwise earned by such Credit Party, from and after the date of such written notice of termination to the
Administrative Agent.


 






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(vi)           Upon
the occurrence and during the continuance of an Event of Default for thirty (30) days or more, and the exercise by the Administrative
Agent of its rights under Section 9.2 of the Credit Agreement, Article 5 hereof, and this Section 8.01, the
Administrative Agent may: (A) direct that all Servicing Fees payable to any Credit Party with respect to the Fannie Mae Designated
Loans be deposited into lockbox accounts held by the Administrative Agent; (B) in its own name, in the name of such Credit Party
or otherwise, demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange
for any of the Fannie Mae Collateral, but the Administrative Agent has no obligation to do so; (C) by written notice to such Credit
Party, direct such Credit Party to sell the selling and servicing rights to the Fannie Mae Designated Loans (in which event such Credit
Party shall (or, as may be applicable, the Administrative Agent, on account of any realization of the Specified Pledged Equity Interests
(as defined below) may cause such Credit Party to): (x) retain a nationally recognized firm that specializes in the sale of Fannie
Mae selling and servicing rights and other assets that are used in or related to any Fannie Mae Program (collectively, the “Fannie
Mae Program Assets”) (which firm must be reasonably acceptable to the Administrative Agent) and (y) sell the selling and
servicing rights and related Fannie Mae Program Assets respecting the Fannie Mae Designated Loans to another Fannie Mae lender/servicer
within sixty (60) days of such notice from the Administrative Agent) (with the actions set forth in this clause (C) being referred
to herein as the “Specified Sale of Fannie Mae Program Assets”); and (D) exercise and enforce any or all rights
and remedies available upon default to the Administrative Agent under the UCC, at law or in equity, subject to the consent rights of Fannie
Mae as set forth in this Section 8.01. Any sale of such selling or servicing rights and other related Fannie Mae Program Assets
respecting the Fannie Mae Designated Loans must and shall be subject to the prior written consent of Fannie Mae, which consent may be
granted or withheld in Fannie Mae’s sole and absolute discretion. All proceeds of such sale will be applied first to the expenses
of the sale, then to any amounts due to Fannie Mae from such Credit Party under the Servicing Contracts sold, and then to the outstanding
balance of the Secured Obligations (as provided in Section 9.4 of the Credit Agreement), with any remaining balance remitted to the
Borrower. Fannie Mae shall have no obligation to comply with any directions of the Administrative Agent or to alter in any way servicing
requirements, flows of funds, or accounting of servicing. Subject at all times to the consent rights of Fannie Mae in accordance with
the terms hereof, JPMorgan (or any designee of JPMorgan approved in writing by Fannie Mae in its sole and absolute discretion) may seek
approval from Fannie Mae: (i) to acquire Fannie Mae Program Assets as a result of any Specified Sale of Fannie Mae Program Assets
and/or (ii) in connection with the realization of the Specified Pledged Equity Interests under the Specified Ownership Interest Pledge,
to cause any applicable Credit Party to retain its respective Fannie Mae Program Assets as further provided in Section 8.01(b)(ii),
below (collectively, as may be applicable, “Retention of Fannie Mae Program Assets”).


 


(vii)          Upon
the occurrence and during the continuance of an Event of Default for thirty (30) days or more, the Administrative Agent or its designee
is entitled to receive and collect all sums payable to any applicable Credit Party in respect of the Fannie Mae Collateral, and, in such
case: (A) the Administrative Agent or its designee in its discretion may, in its own name, in the name of such Credit Party, or otherwise,
demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the
Fannie Mae Collateral, but the Administrative Agent has no obligation to do so, (B) such Credit Party must, if the Administrative
Agent requests it to do so, hold in trust for the benefit of the Secured Parties and immediately pay to the Administrative Agent at its
office designated by notice, all amounts received by such Credit Party upon or in respect of any of the Fannie Mae Collateral, advising
the Administrative Agent as to the source of those funds, and (C) all amounts so received and collected by the Administrative Agent
will be held by it as part of the Fannie Mae Collateral.


 






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(viii)         Unless
Fannie Mae, in its sole and absolute discretion, approves any request by the Administrative Agent that a Retention of Fannie Mae Program
Assets be permitted, the Administrative Agent agrees that within one hundred eighty (180) days after the Administrative Agent is entitled
to commence the exercise of its rights and remedies against the Fannie Mae Collateral upon the occurrence of an Event of Default (after
the expiration of any and all applicable grace and cure periods, applicable notice periods, and applicable waivers), the Administrative
Agent shall seek: (A) to realize upon the Fannie Mae Collateral pursuant to one or more Enforcement Actions Respecting Fannie Mae
Collateral and (B) to cause the Specified Sale of Fannie Mae Program Assets by WDLLC or WD Capital, as applicable, subject to Fannie
Mae’s consent rights in accordance with the terms hereof (the specified actions in clauses (A) and (B) being referred
to herein sometimes, collectively, as the “Specified Fannie Mae Enforcement Actions”); provided, however,
that the Administrative Agent may have an additional one hundred eighty (180) days to complete such Specified Fannie Mae Enforcement Actions
(or such longer period as may be reasonably required in order to comply with any applicable Debtor Relief Law or other law, rule or
regulation), if the Administrative Agent certifies to Fannie Mae that it is in the process of and is diligently working toward completion
of such Specified Fannie Mae Enforcement Actions or that such additional time is necessary for compliance with such Debtor Relief Law
or other law, rule or regulation (the “Fannie Mae Disposition Period”); provided further, however,
that, subject to the consent rights of Fannie Mae in accordance with the terms hereof, the Administrative Agent, in exercising the Specified
Fannie Mae Enforcement Actions shall (other than in connection with a Retention of Fannie Mae Program Assets which has been approved by
Fannie Mae) sell, assign, transfer, or otherwise divest itself of any and all of any applicable Credit Party’s Fannie Mae Program
Assets over which the Administrative Agent may obtain control pursuant to such exercise of remedies (which sale, assignment, transfer
or other divestment, including the terms of the transaction and the identity of the purchaser, assignee, or other recipient, including
JPMorgan or any of its affiliates, if the Administrative Agent or any such affiliate desires to acquire ownership of any of the Fannie
Mae Program Assets, will be subject to approval by Fannie Mae in its sole and absolute discretion). Notwithstanding anything to the contrary
herein, the Fannie Mae Disposition Period shall be stayed during any time that the Administrative Agent is unable to commence or complete
the specified Fannie Mae Enforcement Actions as a result of the imposition of the “automatic stay” or any similar provision
of a Debtor Relief Law. None of the foregoing shall in any way limit Fannie Mae’s termination rights under the Fannie Mae Agreements,
and in any event, the failure to timely complete the Specified Fannie Mae Enforcement Actions within the Fannie Mae Disposition Period
(other than in connection with a Retention of Fannie Mae Program Assets which has been approved by Fannie Mae) shall be cause for termination
by Fannie Mae under the applicable Fannie Mae Agreements, and no fee shall be payable by Fannie Mae with respect to any such termination.
For the avoidance of doubt, and notwithstanding anything in this Section 8.01 to the contrary, as part of the Specified Sale
of Fannie Mae Program Assets, as provided above, the Administrative Agent shall not be required to sell or otherwise transfer or dispose
of the underlying Specified Pledged Equity Interests so long as the Administrative Agent, as part of any Specified Sale of Program Assets,
shall sell, assign, transfer, or otherwise divest itself of any and all of such Credit Party’s Fannie Mae Program Assets as and
when provided above (other than in connection with a Retention of Fannie Mae Program Assets by the Administrative Agent (or any designee
of the Administrative Agent) which has been approved in writing by Fannie Mae); provided, however, to the extent the Administrative
Agent does not timely comply with its obligations hereunder concerning any such Specified Sale of the Fannie Mae Program Assets during
the Fannie Mae Disposition Period (but not otherwise), then the Administrative Agent shall be required to sell or otherwise transfer or
dispose of the Specified Pledged Equity Interests.


 






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(ix)           To
the extent any amounts are received by the Administrative Agent pursuant to this Section 8.01, all rights of any applicable
Credit Party against any other Credit Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity
or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of
all the Secured Obligations.


 


(x)            For
the avoidance of doubt, the Administrative Agent confirms that notwithstanding any provision in this Agreement or any other Loan
Document to the contrary: “Excluded Accounts” hereunder include, without limitation, all custodial, clearing, suspense,
escrow, or other accounts in which WDLLC or WD Capital, respectively, deposits or holds funds received from borrowers under Fannie
Mae Loans serviced by WDLLC or WD Capital, respectively, on behalf of Fannie Mae, and such Excluded Accounts are not, and shall not
constitute, Collateral hereunder.


 


(xi)           Upon
the Administrative Agent’s request, each Credit Party shall provide the Administrative Agent with copies of any books and records
expressly relating to Income comprising the Fannie Mae Collateral. However, for the avoidance of doubt, such books and records do not
constitute Collateral hereunder, and in no event shall Fannie Mae’s access thereto be restricted in any respect.


 


(b)            Pledged
Equity Interest in WDLLC and WD Capital. With respect to the Pledged Equity Interests and related Pledged Securities (the “Specified
Pledged Equity Interests”) provided to the Administrative Agent (for the benefit of the Secured Parties) by: (1) W&D
Multifamily with respect to WDLLC and (2) by WDLLC with respect to WD Capital (WDLLC and WD Capital, in such capacity, the “Specified
Pledged Entities”), pursuant to Article 3 hereof (singly and collectively, with respect to the pledged ownership
interests of such entities provided pursuant to Article 3, the “Specified Ownership Interest Pledge”),
the following provisions shall be applicable:


 






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(i)            As
used in this Section 8.01(b), “Credit Agreement Default” means the occurrence of an “Event of Default”
under the Credit Agreement: (A) of which, except in the limited circumstance described below in this definition, the Administrative
Agent has given Fannie Mae notice in accordance with Section 8.01(d), hereof (each such notice, a “Fannie Mae Notice
of Default”), (B) if such Event of Default has occurred pursuant to Section 9.1(a) or (b) of the Credit
Agreement, and no more than one (1) such Event of Default has occurred during the life of any Term Loan (i.e., if such an
Event of Default occurs more than once, it shall be a Credit Agreement Default immediately hereunder), the Administrative Agent shall
not have received payment of an amount equal to the amount the Borrower and the other Credit Parties failed to pay (including interest
thereon at the rate provided in the Credit Agreement) that gave rise to such Event of Default within thirty (30) days after the applicable
Fannie Mae Notice of Default, and (C) if such Event of Default has occurred under any other subsection of Section 9.1 of the
Credit Agreement, other than Sections 9.1(h), (i), (j) or (k) of the Credit Agreement (the occurrence of any of such Events
of Default constituting a Credit Agreement Default immediately hereunder upon the giving of the applicable Fannie Mae Notice of Default,
and without such Fannie Mae Notice of Default if the Event of Default is under Section 9.1(i) or (j) of the Credit Agreement),
unless (x) the Administrative Agent in good faith determines that, if the Event of Default would be susceptible of cure (if such
cure was permitted beyond any cure period already provided in the Credit Agreement), (y) the cure of such Event of Default as a Credit
Agreement Default hereunder shall have been commenced immediately upon the giving of the applicable Fannie Mae Notice of Default and been
completed with thirty (30) days of such Fannie Mae Notice of Default or, if curable in a longer period not to exceed ninety (90) days,
is so cured within such ninety (90) day period and such cure has been diligently pursued since the applicable Fannie Mae Notice of Default,
and (z) no more than two (2) such Events of Defaults have occurred during the life of any Term Loan (i.e., if an Event
of Default occurs under any one or more subsections of Section 9.1 of the Credit Agreement applicable under this clause (C) more
than twice, it shall be a Credit Agreement Default immediately hereunder). Nothing herein shall be deemed to give the Borrower or any
other Credit Party any grace, notice or cure periods or rights under the Credit Agreement or any other Loan Document other than as may
already be set forth therein.


 


(ii)            Without
limiting the provisions of Section 8.01(a), and subject to the limitations in Section 8.01(b)(vi), the
Administrative Agent shall have the right, at any time after the occurrence and during the continuation of a Credit Agreement
Default, in its discretion and without notice to the Borrower or any other Credit Party (but with notice to, and the prior written
consent of, Fannie Mae, which may be granted or withheld in Fannie Mae’s sole and absolute discretion), to transfer to or to
register in the name of the Administrative Agent or any of its nominees any or all of the Specified Pledged Equity Interests
pursuant to the exercise of its rights and remedies hereunder on account of the Specified Ownership Interest Pledge; provided
that if the Administrative Agent (or any designee of the Administrative Agent) has been approved in writing by Fannie Mae to acquire
the Fannie Mae Program Assets as a result of any Specified Sale of Fannie Mae Program Assets pursuant to Section 8.01(a)(vi),
through a Retention of Fannie Mae Program Assets or otherwise, Fannie Mae’s consent to transfer the Specified Pledged Equity
to the Administrative Agent or such designee shall be deemed to have been granted. In addition, the Administrative Agent shall have
the right at any time to exchange certificates or instruments representing or evidencing Specified Pledged Equity Interests for
certificates or instruments of smaller or larger denominations.


 






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(iii)            Without
limiting the provisions of Section 8.01(a), and subject to the limitations in Section 8.01(b)(vi), upon the occurrence
and during the continuation of an Event of Default, upon written notice from the Administrative Agent to the Borrower and the other Credit
Parties and the prior written consent of Fannie Mae (which may be granted or withheld in Fannie Mae’s sole and absolute discretion),
all rights of W&D Multifamily and WDLLC, respectively, to exercise the voting and other consensual rights which each would otherwise
be entitled to exercise pursuant to Section 3.05(a)(i) hereof shall cease, and all such rights shall thereupon become
vested in the Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights.


 


(iv)            If
the Administrative Agent takes possession of any of the Fannie Mae Program Assets following an exercise of its remedies hereunder, the
Administrative Agent will at all times pending disposition as required under Section 8.01(a)(viii) above permit WDLLC
and WD Capital, as applicable, to continue to perform the respective obligations of WDLLC and WD Capital, as applicable, under the Fannie
Mae Agreements and to continue the operations relating to the Fannie Mae Programs substantially as conducted prior to such exercise of
remedies, without material change in process, systems, or personnel at the direction of the Administrative Agent; provided, however,
that (A) any Mortgage Loan proposed to be delivered by WDLLC to Fannie Mae during the Fannie Mae Disposition Period will be subject
to pre-review by Fannie Mae; (B) subject to the prior written consent of Fannie Mae, which consent may be granted or withheld in
Fannie Mae’s sole and absolute discretion, the Administrative Agent may have an interim servicer acceptable to Fannie Mae perform
such respective obligations of such Credit Party, as may be applicable, during the Fannie Mae Disposition Period; and (C) nothing
herein shall require any of the Administrative Agent, any Secured Party, or any applicable Credit Party to utilize its own funds or credit
in connection with the foregoing.


 


(v)            Without
limiting the provisions of Section 8.01(a), and subject to the limitations in Section 8.01(b)(vi), the
Borrower and each other Credit Party further acknowledge that: (A) except as expressly provided in Section 8.01(b)(ii),
any change in the direct or indirect ownership of any Specified Pledged Entity is subject to the prior written consent of Fannie
Mae, which consent may be granted or withheld in Fannie Mae’s sole and absolute discretion; (B) any such change that may
occur without Fannie Mae’s prior written consent would constitute a breach of any Specified Pledged Entity’s Fannie Mae
Agreements that could lead to termination of any Specified Pledged Entity’s participation in the Fannie Mae Programs; and
(C) any such private sales may be at prices and on terms less favorable than those obtainable through a public sale without
such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Federal
Securities Laws) and, notwithstanding such circumstances, the Borrower and each other Credit Party agree that any such private sale
shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent and Secured Parties shall
have no obligation to engage in public sales and no obligation to delay the sale of any Specified Pledged Equity Interest for the
period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the
Federal Securities Laws or under applicable state securities laws, even if such issuer would, or should, agree to so register
it.


 






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(vi)            Notwithstanding
anything to the contrary in this Section 8.01, subsequent to any approval by Fannie Mae of any sale, transfer, or other disposition
(and subsequent consummation of the transactions effecting such sale, transfer, or other disposition) of: (1) the Fannie Mae Collateral
on account of Enforcement Actions Respecting Fannie Mae Collateral and (2) the Specified Sale of Fannie Mae Program Assets, all subject
to Fannie Mae’s consent rights, pursuant to the Specified Fannie Mae Enforcement Actions as provided herein, then, so long as the
Specified Pledged Entities no longer serve as an originator or servicer under the Fannie Mae Programs and have no ongoing obligations
to Fannie Mae under the Fannie Mae Agreements, no other or further consent or approval from Fannie Mae shall thereafter be required with
respect to any change in ownership of any Specified Pledged Entity.


 


(vii)            For
the avoidance of doubt, and notwithstanding anything in this Section 8.01 to the contrary: (A) as part of the Specified
Sale of Fannie Mae Program Assets, as provided above, the Administrative Agent shall not be required to sell or otherwise transfer or
dispose of the underlying Specified Pledged Equity Interests and (B) nothing in this Section 8.01 shall require any of
the Administrative Agent or any Secured Party to utilize its own funds or credit in connection with the exercise of any rights and remedies
hereunder; provided, that nothing in this clause (B) shall limit or otherwise modify or affect any duties, obligations, covenants
or agreements of the Administrative Agent or any Secured Party pursuant to this Section 8.01.


 


(c)            Guaranties
by WDLLC and WD Capital. With respect to the guarantees provided by WDLLC and WD Capital (singly and collectively, the “Specified
Guarantors”), respectively, pursuant to Article 2 hereof (singly and collectively, the “Specified Guarantee”),
the following provision shall be applicable:


 


(i)            Without
limiting the unlimited and unconditional nature of each Specified Guarantee (which shall remain unaffected by the provisions of this Section 8.01(c)),
the Administrative Agent (on behalf of the Secured Parties) hereby acknowledges and agrees that, in exercising its rights, remedies, powers,
privileges and discretions against Specified Guarantors, the Administrative Agent shall not seek to obtain any collateral interest in
any property or other asset of any Specified Guarantor relating in any way to the Fannie Mae Loans which does not comprise the Fannie
Mae Collateral and the Specified Pledged Equity Interests granted to the Administrative Agent hereunder or under any other Security Document
(subject to the provisions of this Section 8.01) or otherwise contrary to the provisions of Section 8.01(a) or
Section 8.01(b) hereof; provided, however, that the foregoing shall not be deemed or construed to modify,
limit, or waive the rights, remedies, powers, privileges, or discretions of the Administrative Agent: (1) pursuant to the provisions
of Section 8.01(a) or Section 8.01(b) hereof, including, without limitation, with respect to the Specified
Fannie Mae Enforcement Actions or (2) with respect to any other Collateral under this Agreement not relating to the Fannie Mae Loans.


 






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(d)            Notices
to Fannie Mae. Copies of all notices and other documentation required to be delivered to Fannie Mae pursuant to the Credit Agreement,
this Agreement, and any other applicable Loan Document, including, without limitation, notices or other communications asserting a breach,
default, or Event of Default or potential breach, default or Event of Default thereunder, shall be delivered to Fannie Mae at the following
address:


 


Fannie Mae

1100 15th Street, NW

Washington, DC 20005

Attention: Vice President of Multifamily Policy and Lender Risk Management


Email: partner_risk_management@fanniemae.com


 


with a copy to:


 


Fannie Mae

1100 15th Street, NW

Washington, DC 20005

Attention: Vice President of Multifamily Legal


Email: mf_mbb_legal_notice@fanniemae.com


 


(e)            Limitation
of Fannie Mae’s Agency Consent. The parties hereto acknowledge that Fannie Mae’s Agency Consent is not and shall not extend
to, be deemed to be or be construed as, Fannie Mae’s consent, approval, or acknowledgment to any amendment, waiver, modification,
or other alteration to any of Section 7.12, Section 8.4(a), Section 9.7, the final paragraph of Section 11.1(a), the
final paragraph of Section 11.2, and Section 11.25 of the Credit Agreement, or this Section 8.01 of this Agreement,
or any other provision of the Credit Agreement, this Agreement, or any other Loan Document which references or relates to such Sections,
or relates to or refers to Fannie Mae, the Fannie Mae Agreements, the Fannie Mae Program, or any right, obligation or other interest of
any Credit Party under any Fannie Mae Agreements, which amendments or modifications shall be subject to the restrictions contained in
this Agreement, the Credit Agreement (including without limitation the final paragraph of Section 11.2 of the Credit Agreement),
and terms of the Fannie Mae Agreements.


 


Section 8.02     Special
Freddie Mac Provisions. Notwithstanding any provision herein or any other Security Document to the contrary, and as further provided
in Sections 8.4(b) and 9.8 of the Credit Agreement, the provisions of this Section 8.02 shall apply in all events with
respect to: (i) the “Freddie Mac Collateral” (as defined below); (ii) the Specified Pledged Equity Interests and
the Specified Ownership Interest Pledge thereof; (iii) the Specified Guarantee; and (iv) any other terms, conditions, notice
requirements, limitations, covenants, and agreements with respect to the Freddie Mac Security Interest (as defined below). In providing
its Agency Consent, it is hereby acknowledged that Freddie Mac is relying, and such Agency Consent by Freddie Mac is expressly conditioned,
upon the terms and conditions set forth in this Section 8.02 and in Sections 7.12, 8.4(b), and 9.8 of the Credit Agreement.
Subject to the foregoing, the Administrative Agent (on behalf of the Secured Parties) and each Credit Party expressly acknowledge and
agree as follows:


 






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(a)            Freddie
Mac Security Interest in Freddie Mac Collateral.


 


(i)            Each
Credit Party hereby grants to the Administrative Agent for the benefit of the Secured Parties, a security interest (the
 “Freddie Mac Security Interest”) in the following (the “Freddie Mac Collateral”) to secure
payment and performance of the Secured Obligations: all servicing Income (including, without limitation, Ancillary Income and
Servicing Fees) actually received, respectively, by such Credit Party with respect to the Freddie Mac Loans (the “Freddie
Mac Designated Loans”) serviced at any time and from time to time under the respective Freddie Mac Servicing Contracts,
together with any other Income received on account of payments made by a third party (other than Freddie Mac) thereunder (except to
the extent that any such Income is required by contract or Applicable Law to be transferred or applied by such Credit Party to or
for the benefit of any other Person). Notwithstanding any other provision of this Agreement or any other Loan Document, but not in
limitation of the specified Income constituting the Freddie Mac Collateral, the Freddie Mac Collateral shall not include, and no
Credit Party shall grant, and neither the Administrative Agent nor any Secured Party shall take or receive, any Lien on any Credit
Party’s right, title or interest in or to any of the following: (i) any MSR Assets in respect of, arising from or
relating to any Collateral Transaction Document or Servicing Contract that is a Freddie Mac Agreement; (ii) any Contract or
Contract Rights consisting of, arising from or relating to any Freddie Mac Agreement; (iii) any Mortgage Loan (including,
without limitation, any promissory note with respect thereto or any mortgaged property or other collateral therefor) that has been
sold, transferred, committed, or pledged to or on behalf of Freddie Mac pursuant to any Freddie Mac Agreement; (iv) any Income
related to any Freddie Mac Agreement or any Freddie Mac Loans other than (x) servicing Income (including, without limitation,
Ancillary Income and Servicing Fees) arising from or related to any Freddie Mac Agreement or any Freddie Mac Loans or
(y) Income received on account of payments made by a third party (other than Freddie Mac) thereunder (except to the extent that
any such Income is required by contract or Applicable Law to be transferred or applied by such Credit Party to or for the benefit of
any other Person); (v) books and records pertaining to any of the foregoing; (vi) any “accounts,”
 “chattel paper,” “commercial tort claims,” “documents,” “equipment,” “general
intangibles,” “goods,” “instruments,” “inventory,” “investment property,”
 “letter of credit rights,” or “securities accounts” (as each of those terms is defined in the UCC) related
to any of the foregoing items (i) through (v); and (vii) any other assets or properties now owned or at any time hereafter
acquired by any Credit Party or any Affiliate of a Credit Party that relate in any respect to the foregoing items (i) through
(vi), (clauses (i) through (vii), collectively, the “Excluded Freddie Mac-Related Assets”). None of the
Excluded Freddie Mac-Related Assets shall constitute Collateral hereunder. For the avoidance of doubt, and without limitation of any
of the foregoing, the parties hereto acknowledge that all servicing rights pursuant to the Freddie Mac Servicing Contracts are
property solely of Freddie Mac and are not the property of any Credit Party, and are not included within the Collateral hereunder.
The Administrative Agent’s security interest in the Freddie Mac Collateral is subject and subordinate to all rights, remedies,
powers and prerogatives of Freddie Mac under all Freddie Mac Agreements, including, without limitation, Freddie Mac’s right to
terminate Credit Party’s selling and servicing rights with respect to the Freddie Mac Designated Loans as provided in the
respective Freddie Mac Agreements. Without limiting the generality of the foregoing provisions, the Administrative Agent
acknowledges that its security interest is subject to the rights of Freddie Mac under the Freddie Mac Agreements, and further
acknowledges that Freddie Mac must approve the Administrative Agent’s security interest (with such approval, to the extent
required by the terms hereof, being given by Freddie Mac in the Agency Consent provided by Freddie Mac to the Administrative Agent
on or about the Closing Date).


 


(ii)            Each
Credit Party authorizes the Administrative Agent to file such financing statements as the Administrative Agent deems reasonably necessary
to perfect the Freddie Mac Security Interest in the Freddie Mac Collateral.


 






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(iii)            Subject
to Section 8.02(a)(i), each Credit Party hereby irrevocably appoints (which appointment is coupled with an interest) the Administrative
Agent, or its delegate, as the attorney in fact of each such Credit Party, with the right (but not the duty) from time to time, following
the occurrence and during the continuance of an Event of Default, to: (1) create, prepare, complete, execute, deliver, endorse or
file, in the name and on behalf of such Credit Party, any and all instruments, documents, financing statements, applications for insurance
and other agreements and writings required to be obtained, executed, delivered or endorsed by such Credit Party under this Section 8.02(a)(iii);
(2) convert the Freddie Mac Collateral into cash, including, without limitation, through the sale (either public or private) of all
or any portion or portions of the Freddie Mac Collateral (but not any of any of the Excluded Freddie Mac-Related Assets); (3) enforce
collection of the Freddie Mac Collateral, either in its own name or in the name of any applicable Credit Party, including, without limitation,
executing releases and prosecuting, defending, compromising or releasing any action relating to the Freddie Mac Collateral; (4) take
such other actions as the Administrative Agent deems necessary or desirable in order to continue the perfection and priority of its security
interest or to realize upon the Freddie Mac Collateral (the foregoing acts, remedies, and powers being referred to herein sometimes, singly
and collectively, as “Enforcement Actions Respecting Freddie Mac Collateral”); and (5) to cause any applicable
Credit Party to undertake and effect any Specified Sale of the Freddie Mac Program Assets as and when expressly provided under Section 8.02(b)(iv) below.
The Administrative Agent shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Administrative
Agent elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result
of such exercise of power, and it shall not be responsible to any Credit Party or any other Person except for gross negligence, willful
misconduct, or actual bad faith.


 





(iv)            Except
in the case of a complete disposition of the Freddie Mac Agreements pursuant to a Specified Sale of Freddie Mac Program Assets that is
expressly permitted under Section 8.02(b)(iv) hereof (and except for the Administrative Agent’s exercise of its
rights and remedies hereunder with respect to the Freddie Mac Collateral), neither the Administrative Agent nor any other Secured Party
shall cause WDLLC or WD Capital to sell, assign or otherwise transfer any of WDLLC or WD Capital’s respective rights, duties or
obligations under, in or with respect to any of the Freddie Mac Agreements (including, without limitation, any servicing rights thereunder).
Neither the Administrative Agent nor any other Secured Party has any right to service any Freddie Mac Loans or affect the manner in which
WDLLC or WD Capital services any Freddie Mac Loans. Without limitation of the foregoing, so long as WDLLC and/or WD Capital is a servicer
of Freddie Mac Loans, neither the Administrative Agent nor any other Secured Party shall take any action that impedes WDLLC or WD Capital
from performing its respective servicing obligations with respect to such loans in strict compliance with the requirements under the Guide
and all other applicable Freddie Mac Agreements. If the Administrative Agent or any other Secured Party under this Agreement or any other
Loan Document exercises any rights or remedies with respect to any assets or properties of any Credit Party included within the Collateral
(including, without limitation, any rights of a secured party to take possession of or sell any such assets or properties), unless and
until there has been a complete disposition of the Freddie Mac Agreements pursuant to a Specified Sale of Freddie Mac Program Assets that
is expressly permitted under Section 8.02(b)(iv) hereof, in exercising such rights and remedies, neither the Administrative
Agent nor any other Secured party will take any action that could reasonably be expected to prevent WDLLC or WD Capital from continuing
to perform its respective obligations under the Guide and the other Freddie Mac Agreements and continuing its respective operations relating
thereto substantially as conducted prior to such exercise of remedies, without material change in processes, systems, or personnel in
a manner that is reasonably likely to (i) have a material adverse effect on the performance by WDLLC or WD Capital of any of its
respective duties or obligations under the Guide or any other Freddie Mac Agreement (including, without limitation, any duties and obligations
with respect to servicing of Freddie Mac Loans) or (ii) cause WDLLC or WD Capital not to be an eligible Seller/Servicer under the
Guide. For the avoidance of doubt, and without limitation of any of the foregoing, Freddie Mac shall have no obligation to comply with
any directions of the Administrative Agent or any other Secured Party or to alter in any way servicing requirements, flows of funds, or
accounting of servicing. WDLLC and WD Capital shall not, and not permit WDLLC or WD Capital to, pledge (or, except as may be expressly
provided in the Credit Agreement, enter into (or agree to enter into) a Negative Pledge respecting) any of its respective servicing rights
with respect to any of the Freddie Mac Loans to any other Person.


 






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(v)            If
Freddie Mac terminates any Credit Party’s respective servicing rights with respect to the Freddie Mac Designated Loans, the grant
of the Freddie Mac Security Interest by such Credit Party hereunder will terminate automatically, and the Administrative Agent will release
its Lien created by such Freddie Mac Security Interest and execute and file all necessary documents to reflect such release; provided,
however, that no such termination (and no such release) shall relate to, or otherwise affect, (A) the Freddie Mac Security
Interest granted by any other Credit Party or (B) the Freddie Mac Security Interest respecting Freddie Mac Collateral comprised of
servicing Income then accrued or otherwise earned by such Credit Party through the date that Freddie Mac provides written notice to the
Administrative Agent that such servicing rights of such Credit Party shall have been so terminated with respect to such Freddie Mac Designated
Loans (which accrued and earned servicing Income shall in all events remain Freddie Mac Collateral), with such termination (and such release)
relating only to servicing Income accruing or otherwise earned by such Credit Party from and after the date of such written notice of
termination to the Administrative Agent.


 


(vi)            Upon
the occurrence and during the continuance of an Event of Default for thirty (30) days or more, and the exercise by the
Administrative Agent of its rights under Section 9.2 of the Credit Agreement, Article 5 hereof, and this Section 8.02,
the Administrative Agent may: (A) direct that all servicing Income payable to any Credit Party with respect to the Freddie Mac
Designated Loans be deposited into lockbox accounts held by the Administrative Agent; (B) in its own name, in the name of such
Credit Party or otherwise, demand, sue for, collect or receive any money or property at any time payable or receivable on account of
or in exchange for any of the Freddie Mac Collateral, but the Administrative Agent has no obligation to do so; and (C) exercise
and enforce any or all rights and remedies with respect to the Freddie Mac Collateral available upon default to the Administrative
Agent under the UCC, at law or in equity.


 


(vii)            Upon
the occurrence and during the continuance of an Event of Default for thirty (30) days or more, the Administrative Agent or its designee
is entitled to receive and collect all sums payable to any applicable Credit Party in respect of the Freddie Mac Collateral, and, in such
case: (A) the Administrative Agent or its designee in its discretion may, in its own name, in the name of such Credit Party, or otherwise,
demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the
Freddie Mac Collateral, but the Administrative Agent has no obligation to do so, (B) such Credit Party must, if the Administrative
Agent requests it to do so, hold in trust for the benefit of the Secured Parties and immediately pay to the Administrative Agent at its
office designated by notice, all amounts received by such Credit Party upon or in respect of any of the Freddie Mac Collateral, advising
the Administrative Agent as to the source of those funds, and (C) all amounts so received and collected by the Administrative Agent
will be held by it as part of the Freddie Mac Collateral.


 


(viii)            To
the extent any amounts are received by the Administrative Agent pursuant to this Section 8.02, all rights any applicable Credit
Party against any other Credit Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity
or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of
all the Secured Obligations.


 


(ix)            For
the avoidance of doubt, and without limitation of the definition of “Excluded Freddie Mac-Related Assets,” the Administrative
Agent confirms that, notwithstanding any provision in this Agreement or any other Loan Document to the contrary: “Excluded Accounts”
hereunder include, without limitation, all custodial, clearing, suspense, escrow, or other accounts in which WDLLC or WD Capital, respectively,
or any Affiliate of WDLLC or WD Capital deposits or holds funds received from borrowers under Freddie Mac Loans serviced by WDLLC or WD
Capital, respectively, on behalf of Freddie Mac and any funds held in such accounts, and such Excluded Accounts are not, and shall not
constitute, Collateral hereunder.


 


(x)            Upon
the Administrative Agent’s request, each Credit Party shall provide the Administrative Agent with copies of any book and records
expressly relating to Income comprising the Freddie Mac Collateral. However, for the avoidance of doubt, such books and records do not
constitute Collateral hereunder, and in no event shall Freddie Mac’s access thereto be restricted in any respect.


 






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(b)            Specified
Pledged Equity Interest in WDLLC and WD Capital. With respect to the Specified Pledged Equity Interests and the Specified Ownership
Interest Pledge thereof, the following provisions shall be applicable:


 


(i)            As
used in this Section 8.02(b), “Credit Agreement Default” means the occurrence of an “Event of
Default” under the Credit Agreement: (A) of which, except in the limited circumstance described below in this definition,
the Administrative Agent has given Freddie Mac notice in accordance with Section 8.02(e) hereof (each such notice,
a “Freddie Mac Notice of Default”), (B) if such Event of Default has occurred pursuant to
Section 9.1(a) or (b) of the Credit Agreement, and no more than one (1) such Event of Default has occurred
during the life of any Term Loan (i.e., if such an Event of Default occurs more than once, it shall be a Credit Agreement
Default immediately hereunder), the Administrative Agent shall not have received payment of an amount equal to the amount the
Borrower and the other Credit Parties failed to pay (including interest thereon at the rate provided in the Credit Agreement) that
gave rise to such Event of Default within thirty (30) days after the applicable Freddie Mac Notice of Default, and (C) if such
Event of Default has occurred under any other subsection of Section 9.1 of the Credit Agreement, other than Sections 9.1(h),
(i), (j) or (k) of the Credit Agreement (the occurrence of any of such Events of Default constituting a Credit Agreement
Default immediately hereunder upon the giving of the applicable Freddie Mac Notice of Default, and without such Freddie Mac Notice
of Default if the Event of Default is under Section 9.1(i) or (j) of the Credit Agreement), unless (x) the
Administrative Agent in good faith determines that, if the Event of Default would be susceptible of cure (if such cure was permitted
beyond any cure period already provided in the Credit Agreement), (y) the cure of such Event of Default as a Credit Agreement
Default hereunder shall have been commenced immediately upon the giving of the applicable Freddie Mac Notice of Default and been
completed with thirty (30) days of such Freddie Mac Notice of Default or, if curable in a longer period not to exceed ninety (90)
days, is so cured within such ninety (90) day period and such cure has been diligently pursued since the applicable Freddie Mac
Notice of Default, and (z) no more than two (2) such Events of Default have occurred during the life of any Term Loan
(i.e., if an Event of Default occurs under any one or more subsections of Section 9.1 of the Credit Agreement applicable
under this clause (C) more than twice, it shall be a Credit Agreement Default immediately hereunder). Nothing herein shall be
deemed to give the Borrower or any other Credit Party any grace, notice or cure periods or rights under the Credit Agreement or any
other Loan Document other than as may already be set forth therein.


  


(ii)            Without
limiting the provisions of Section 8.02(a), the Administrative Agent shall have the right, at any time after the occurrence
and during the continuation of a Credit Agreement Default, in its discretion and without notice to the Borrower or any other Credit Party
(but with notice to Freddie Mac), to transfer to or to register in the name of the Administrative Agent any or all of the Specified Pledged
Equity Interests pursuant to the exercise of its rights and remedies hereunder on account of the Specified Ownership Interest Pledge;
provided, that no such transfer or registration of Specified Pledged Equity Interests to or in name of the Administrative Agent
may occur without the prior written consent of Freddie Mac (which consent may be granted or withheld in Freddie Mac’s sole and absolute
discretion); provided, further, that if the Administrative Agent (or any designee of the Administrative Agent) has been
approved in writing by Freddie Mac to acquire the Freddie Mac Program Assets as a result of any Specified Sale of Freddie Mac Program
Assets pursuant to Section 8.02(b)(iv), through a Retention of Freddie Mac Program Assets or otherwise, Freddie Mac’s
consent to transfer the Specified Pledged Equity to the Administrative Agent or such designee shall be deemed to have been granted. At
any time following a transfer or registration of Specified Pledged Equity Interests to or in name of the Administrative Agent in accordance
with the terms and conditions of the immediately preceding sentence, the Administrative Agent shall have the right at any time to exchange
certificates or instruments representing or evidencing Specified Pledged Equity Interests for certificates or instruments of smaller or
larger denominations.


 


(iii)            Upon
the occurrence and during the continuation of a Credit Agreement Default, upon written notice from the Administrative Agent to the Borrower
and the other Credit Parties and to Freddie Mac, all rights of W&D Multifamily and WDLLC, respectively, to exercise the voting and
other consensual rights which each would otherwise be entitled to exercise pursuant to Section 3.05(a)(i) hereof shall
cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall thereupon have the sole right to exercise
such voting and other consensual rights; provided, that the Administrative Agent shall not exercise any such voting or other consensual
rights without the prior written consent of Freddie Mac (which consent may be granted or withheld in Freddie Mac’s sole and absolute
discretion).


 






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(iv)            Upon
the occurrence and during the continuation of a Credit Agreement Default, irrespective of whether any Specified Pledged Equity
Interests have been transferred to or registered in the name of the Administrative Agent pursuant to Section 8.02(b)(ii) hereof,
the Administrative Agent may cause any applicable Credit Party to (A) retain a nationally recognized firm that specializes in
the sale of Freddie Mac selling and servicing rights and other assets that are used in or related to any Freddie Mac Program
(collectively the “Freddie Mac Program Assets”) (which firm must be reasonably acceptable to the Administrative
Agent) and (B) sell, transfer, or otherwise assign all of its respective rights, obligations, duties, and interests in and
under the Freddie Mac Agreements to one or more then-current Freddie Mac Seller/Servicers within sixty (60) days of such notice from
the Administrative Agent (with the actions set forth in clauses (A) and (B) of this clause (iv) being referred to
herein as the “Specified Sale of Freddie Mac Program Assets”); provided, however, that no such
Specified Sale of Freddie Mac Program Assets may occur without the prior written consent of Freddie Mac (which consent may be
granted or withheld in Freddie Mac’s sole and absolute discretion); and provided, further, that, to the extent
any of the Freddie Mac Agreements includes parties in addition to a Credit Party and Freddie Mac, any Specified Sale of Freddie Mac
Program Assets, including any servicing rights, remains subject to satisfaction of the terms and conditions of such Freddie Mac
Agreements and any other approvals required thereunder. Subject at all times to the consent rights of Freddie Mac in accordance with
the terms hereof, JPMorgan (or any designee of JPMorgan approved in writing by Freddie Mac in its sole discretion) may seek approval
from Freddie Mac: (i) to acquire Freddie Mac Program Assets as a result of any Specified Sale of Freddie Mac Program Assets
and/or (ii) in connection with the realization of the Specified Pledged Equity Interests under the Specified Ownership Interest
Pledge, to cause any applicable Credit Party to retain its respective Freddie Mac Program Assets as further provided in Section 8.02(b)(ii) (collectively,
as may be applicable, “Retention of Freddie Mac Program Assets”).


 


(v)            Other
than a transfer to the Administrative Agent in accordance with the terms and conditions of Section 8.02(b)(ii) or 8.02(b)(iv) hereof,
no sale, assignment or other transfer of any Specified Pledged Equity Interests to any Person (including, without limitation, any sale,
assignment or other transfer thereof by the Administrative Agent to any other Person following the Administrative Agent’s acquisition
thereof in accordance with Section 8.02(b)(ii) or 8.02(b)(iv) hereof) may occur without the prior written
consent of Freddie Mac, which consent may be granted or withheld in Freddie Mac’s sole and absolute discretion.


 


(vi)            Borrower
and each other Credit Party acknowledge that: (i) any private sales of Specified Pledged Equity Interests (or otherwise on account
of any Specified Sale of Freddie Mac Program Assets) may be at prices and on terms less favorable than those obtainable through a public
sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Federal
Securities Laws) and, notwithstanding such circumstances, the Borrower and each other Credit Party agree that any such private sale shall
be deemed to have been made in a commercially reasonable manner and that the Administrative Agent and Secured Parties shall have no obligation
to engage in public sales and no obligation to delay the sale of any Specified Pledged Equity Interest for the period of time necessary
to permit the issuer thereof to register it for a form of public sale requiring registration under the Federal Securities Laws or under
applicable state securities laws, even if such issuer would, or should, agree to so register it.


 


(vii)            For
the avoidance of doubt, and notwithstanding anything in this Section 8.02 to the contrary: (A) as part of the Specified
Sale of Freddie Mac Program Assets, as provided above, the Administrative Agent shall not be required to sell or otherwise transfer or
dispose of the underlying Specified Pledged Equity Interests and (B) nothing in this Section 8.02 shall require any of
the Administrative Agent or any Secured Party to utilize its own funds or credit in connection with the exercise of any rights and remedies
hereunder; provided, that nothing in this clause (B) shall limit or otherwise modify or affect any duties, obligations, covenants
or agreements of the Administrative Agent or any Secured Party pursuant to this Section 8.02.


 






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(viii)            Notwithstanding
anything to the contrary in this Section 8.02, if (A) the Specified Pledged Entities have satisfied all of their
respective outstanding duties and obligations to Freddie Mac under the Freddie Mac Agreements, (B) the Freddie Mac Agreements
have been terminated (or there has been a complete disposition of the Freddie Mac Agreements pursuant to a Specified Sale of Freddie
Mac Program Assets that is expressly permitted under Section 8.02(b)(iv) hereof), and (C) the Specified
Pledged Entities have ceased to be Seller/Servicers of Freddie Mac Loans (in each case, as determined by Freddie Mac in its sole and
absolute discretion), then no other or further consent or approval from Freddie Mac shall thereafter be required with respect to any
change in ownership of any Specified Pledged Entity.


 


(c)            Guaranties
by WDLLC and WD Capital. With respect to the Specified Guarantees provided by the Specified Guarantors pursuant to Article 2
hereof, the following provision shall be applicable:


 


(i)            Without
limiting the unlimited and unconditional nature of each Specified Guarantee (which shall remain unaffected by the provisions of this Section 8.02(c)),
the Administrative Agent (on behalf of the Secured Parties) hereby acknowledges and agrees that, in exercising its rights, remedies, powers,
privileges and discretions against Specified Guarantors, the Administrative Agent shall not (A) seek to obtain any collateral interest
in any property or other asset of any Specified Guarantor that is included within the Excluded Freddie Mac-Related Assets or (B) take
any action (or refrain from taking any action) in violation of or otherwise contrary to the provisions of Section 8.02(a) or
Section 8.02(b) hereof (including, without limitation, any term or condition of Section 8.02(a)(iv); provided,
however, that the foregoing shall not be deemed or construed to modify, limit, or waive the rights, remedies, powers, privileges,
or discretions of the Administrative Agent: (1) pursuant to the provisions of Section 8.02(a) or Section 8.02(b) hereof,
including, without limitation, with respect to the Enforcement Actions Respecting Freddie Mac Collateral or (2) with respect to any
other Collateral under this Agreement not relating to the Freddie Mac Loans.


 


(d)            Freddie
Mac Rights under Freddie Mac Agreements. Nothing in this Section 8.02 (or in any other provision hereof or of any other
Loan Document) shall in any way limit, modify or otherwise affect in any respect Freddie Mac’s rights and remedies under the Freddie
Mac Agreements (including, without limitation, the Guide) or limit or otherwise affect in any respect Freddie Mac’s ability to enforce
such rights and remedies.


 


(e)            Notices
to Freddie Mac. Notices and copies that are required to be delivered to Freddie Mac pursuant to the Credit Agreement, this Agreement,
and any other applicable Loan Document shall be delivered to Freddie Mac at the following address:


 


Freddie Mac

Multifamily Division

8100 Jones Bank Drive

Mailstop B4A

McLean, Virginia 22102

Attention: Institutional Risk Director


 


with a copy to:


 


Freddie Mac

Legal Division

8200 Jones Bank Drive

Mailstop 210

McLean, Virginia 22102

Attention: Vice President, Multifamily Real Estate


 






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(f)            As
further provided in Section 7.12 of the Credit Agreement and in Section 4.06(c) hereof, and for the avoidance of
doubt, nothing in this Agreement or in any other Loan Document shall prohibit or otherwise limit any Credit Party from (i) amending,
restating, supplementing, modifying or waiving any default by an underlying obligor or related to the servicing of an underlying mortgage
loan under any Collateral Transaction Document if such prohibition or limitation could have a material adverse effect on the performance
by any Credit Party of any of its duties or obligations under any of the Freddie Mac Agreements (including, without limitation, any duties
and obligations with respect to servicing of Freddie Mac Loans); or (ii) consenting to or otherwise effecting or implementing any
amendment, restatement, supplement or other modification to or of any Freddie Mac Agreement consistent with modifications generally applicable
to the Freddie Mac Agreements or to a Freddie Mac Seller/Servicer, if such amendment, restatement, supplement or other modification is
required or requested by Freddie Mac.


 


Section 8.03     Special
Ginnie Mae Provisions. Notwithstanding any provision herein or any other Security Document to the contrary, and as further provided
in Sections 8.4(c) and 9.9 of the Credit Agreement, the provisions of this Section 8.03 shall apply in all events with
respect to: (i) the “Ginnie Mae Collateral”; and (ii) the other terms, conditions, notice requirements, limitations,
and agreements with respect to the Ginnie Mae Security Interests granted to the Administrative Agent (for the benefit of the Secured Parties)
in the “Ginnie Mae Collateral” relating to the “Ginnie Mae Designated Loans” under this Agreement and/or any other
Security Document (as each of such quoted terms is defined below). In providing the Ginnie Mae Acknowledgment letter, it is hereby acknowledged
that Ginnie Mae is relying upon the terms and conditions set forth in this Section 8.03 and in Sections 7.12, 8.4(c), and
9.9 of the Credit Agreement. In the event of any conflict between the provisions of this Section 8.03 and the provisions of
any other Loan Document or any other provision of this Agreement, the provisions of this Section 8.03 shall control. Subject
to the foregoing, the Administrative Agent (on behalf of the Secured Parties) and each Credit Party expressly acknowledge and agree that
notwithstanding anything contained herein, with regard to the mortgage servicing rights and mortgage servicing income for all Ginnie Mae
Mortgage Loans, the following provisions shall apply and all other provisions contained herein shall be subject to and subordinate to
these.


 


(a)            Each
Credit Party hereby grants the Administrative Agent for the benefit of the Secured Parties, a security interest (the
 “Ginnie Mae Security Interest”) in the following (the “Ginnie Mae Collateral”) to secure
payment and performance of the Secured Obligations: all servicing Income (including, without limitation, Ancillary Income and
Servicing Fees) actually received by any Credit Party with respect to the Mortgage Loans (the “Ginnie Mae Designated
Loans”) serviced at any time and from time to time under the Ginnie Mae Agreements, together with other Income received on
account of payments made by a third party (other than Ginnie Mae) thereunder minus the Ginnie Mae guarantee fee and minus
all required payments to all investors of the applicable mortgage-backed securities that the Ginnie Mae Designated Loans are
securing, all as and to the extent provided in the Ginnie Mae Agreements. Specifically, Ginnie Mae Collateral does not include
(i) the Ginnie Mae Agreements, (ii) MSR Assets related to the Ginnie Mae Agreements, or any other income related to the
Ginnie Mae Designated Loans, or (iii) the escrow accounts relating to those Ginnie Mae Designated Loans or any payments held in
a clearing account made pursuant to the Ginnie Mae Designated Loans. For avoidance of doubt, the Borrower is entitled to servicing
Income only as so long as it maintains Issuer status (as defined in the Ginnie Mae Guide), upon such loss the Secured Parties’
rights to any servicing Income also terminate, and the pledge or other encumbrance of rights to servicing Income conveys no rights
(such as a right to become a substitute servicer or Issuer (as defined in the Ginnie Mae Guide)) that is not specifically provided
for in the Ginnie Mae Guide. Any security interest of the Administrative Agent and any that any other party hereto shall have in the
Ginnie Mae Designated Loans is expressly subject and subordinate to all rights, remedies, powers and prerogatives of Ginnie Mae
under the Ginnie Mae Guaranty Agreement, the Ginnie Mae Guide, and all other Ginnie Mae Agreements or contracts, including Ginnie
Mae’s right to terminate the Ginnie Mae issuer’s rights with respect to the Ginnie Mae Designated Loans as provided in
the Ginnie Mae Agreements and as further provided herein. Without limiting the generality of the foregoing provisions, the
Administrative Agent acknowledges that its security interest and any rights that it shall have under the Credit Agreement and/or
this Agreement is subject to the rights of Ginnie Mae under the Ginnie Mae Guaranty Agreements, the Ginnie Mae Guides, and other
Ginnie Mae Agreements, as applicable, including without limitation, Ginnie Mae’s right to extinguish any interest of the
applicable Credit Parties in the Ginnie Mae Designated Loans without compensation or offset and within Ginnie Mae’s absolute
and sole discretion.


 






    -59-


     


    

 


(b)            Each
Credit Party authorizes the Administrative Agent to file such financing statements as the Administrative Agent deems reasonably necessary
to perfect the Ginnie Mae Security Interest in the Ginnie Mae Collateral. Each Credit Party represents, warrants and covenants that (1) pursuant
to the Ginnie Mae Guide and Applicable Law, an Agency Consent or other agreement acknowledging and consenting to the Term Loan or entering
into the Term Loan Facility on the terms set forth in the Credit Agreement, the Guarantee and Collateral Agreement, and the other Loan
Documents is not required with respect to any Ginnie Mae Agreement, (2) it will notify its Account Executive (as defined in the Ginnie
Mae Guide) about this transaction via email no later than 15 Business Days after the date hereof and (3) as of the date hereof, no
mortgages relating to any Ginnie Mae Agreement are registered with MERS (as defined in the Ginnie Mae Guide) and it will provide prompt
written notice to the Administrative Agent in the event any mortgages relating to any Ginnie Mae Agreement are registered with MERS and
shall cause MERS to enter the pledge on the MERS system and will obtain any necessary approvals of Ginnie Mae with respect thereto.


 


(c)            To
the extent that Ginnie Mae Designated Loans remain subject to the Ginnie Mae Agreements, the applicable Credit Party will remain the servicer
of the Ginnie Mae Designated Loans and will continue to service the Ginnie Mae Designated Loans in accordance with Ginnie Mae requirements.
Such Credit Party shall not pledge (or, except as may be expressly provided in the Credit Agreement, enter into (or agree to enter into)
any Negative Pledge respecting) any of its servicing rights with respect to the Ginnie Mae Designated Loans.


 


(d)            The
Administrative Agent has no right to service the Ginnie Mae Designated Loans or affect the manner in which any applicable Credit Party
services the Ginnie Mae Designated Loans. If Ginnie Mae terminates any Credit Party’s servicing rights with respect to the Ginnie
Mae Designated Loans, this pledge will terminate automatically as to the Ginnie Mae Collateral granted by such Credit Party, and the Administrative
Agent will release its Lien created by such pledge and execute and file all necessary documents to reflect such release; provided,
however, that no such termination (and no such release) shall relate to, or otherwise affect, (A) the Ginnie Mae Security
Interest granted by any other Credit Party or (B) the Ginnie Mae Security Interest respecting Ginnie Mae Collateral comprised of
servicing Income then accrued or otherwise earned by such Credit Party through the date that Ginnie Mae so terminates the servicing rights
of such Credit Party with respect to such Ginnie Mae Designated Loans (which accrued and earned servicing Income through such date of
termination by Ginnie Mae shall in all events remain Ginnie Mae Collateral), with such termination (and such release) relating only to
servicing Income accruing or otherwise earned by such Credit Party from the date of such termination by Ginnie Mae. The Credit Parties
shall provide the Administrative Agent with immediate written notice of any such termination by Ginnie Mae but the Credit Parties’
failure to do so shall not affect the terms of this paragraph or Ginnie Mae’s rights with respect to the Ginnie Mae Designated Loans.


 


(e)            Upon
the occurrence and during the continuance of an Event of Default for thirty (30) days or more, and the exercise by the
Administrative Agent of its rights under Section 9.2 of the Credit Agreement, Article 5 hereof, and this Section 8.03,
the Administrative Agent may: (i) direct that all servicing fees (minus the Ginnie Mae guarantee fee and minus
all required payments to all investors of the applicable mortgage-backed securities that the Ginnie Mae Designated Loans are
securing) made payable to any Credit Party with respect to the Ginnie Mae Designated Loans be deposited into lockbox accounts held
by the Administrative Agent; (ii) in its own name, in the name of such Credit Party or otherwise, demand, sue for, collect or
receive any money or property at any time payable or receivable on account of or in exchange for any of the Ginnie Mae Collateral,
but the Administrative Agent has no obligation to do so; (iii) by written notice to such Credit Party, direct any Credit Party
to sell the servicing rights to the Ginnie Mae Designated Loans (in which event such Credit Party shall (x) retain a nationally
recognized firm that specializes in the sale of Ginnie Mae servicing rights (collectively, the “Ginnie Mae Program
Assets”) (which firm must be reasonably acceptable to the Administrative Agent) and (y) sell the servicing rights to
the Ginnie Mae Designated Loans to another Ginnie Mae lender/servicer within sixty (60) days of such notice from the Administrative
Agent) (with the actions set forth in this clause (iii) being referred to herein as the “Specified Sale of Ginnie Mae
Program Assets”); and (iv) exercise and enforce any or all rights and remedies available upon default to the
Administrative Agent under the UCC, at law or in equity. Any sale of the Ginnie Mae Collateral must and shall be subject to Ginnie
Mae’s written approval. All proceeds of such sale will be applied first to the expenses of the sale, then to any amounts due
to Ginnie Mae from such Credit Party under the Servicing Contracts sold, and then to the outstanding balance of the Secured
Obligations (as provided in Section 9.4 of the Credit Agreement), with any remaining balance remitted to the Borrower. Ginnie
Mae shall have no obligation to comply with any directions of the Administrative Agent or to alter in any way servicing
requirements, flows of funds, or accounting of servicing of the Ginnie Mae Designated Loans. Subject at all times to the consent
rights of Ginnie Mae in accordance with the terms hereof, JPMorgan (or any designee of JPMorgan approved in writing by Ginnie Mae in
its sole discretion) may seek approval from Ginnie Mae to acquire Ginnie Mae Program Assets as a result of any Specified Sale of
Ginnie Mae Program Assets.


 






    -60-


     


    

 


(f)            Upon
the occurrence and during the continuance of an Event of Default for thirty (30) days or more, the Administrative Agent or its designee
is entitled to receive and collect all sums payable to any applicable Credit Party in respect of the Ginnie Mae Collateral, and, in such
case (i) the Administrative Agent or its designee in its discretion may, in its own name, in the name of such Credit Party or otherwise,
demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the
Ginnie Mae Collateral, but the Administrative Agent has no obligation to do so, (ii) such Credit Party must, if the Administrative
Agent requests it to do so, hold in trust for the benefit of the Secured Parties and immediately pay to the Administrative Agent at its
office designated by notice, all amounts received by such Credit Party upon or in respect of any of the Ginnie Mae Collateral, advising
the Administrative Agent as to the source of those funds and (iii) all amounts so received and collected by the Administrative Agent
will be held by it as part of the Ginnie Mae Collateral.


 


(g)            To
the extent any amounts are received by the Administrative Agent pursuant to this Section 8.03, all rights of any applicable
Credit Party against any other Credit Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity
or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of
all the Secured Obligations.


 


(h)            For
the avoidance of doubt, and notwithstanding anything in this Section 8.03 to the contrary, nothing in this Section 8.03
shall require any of the Administrative Agent or any Secured Party to utilize its own funds or credit in connection with the exercise
of any rights and remedies hereunder; provided, that nothing in this clause (h) shall limit or otherwise modify or affect
any duties, obligations, covenants or agreements of the Administrative Agent or any Secured Party pursuant to this Section 8.03.


 


(i)            Notices
and copies required by this Section 8.03 to be delivered to Ginnie Mae pursuant to the Credit Agreement, this Agreement and
any other applicable Loan Document shall be delivered to Ginnie Mae at the following address:


 


Government National Mortgage Association

451 Seventh Street, S.W., Rm. B-133

Washington, DC 20410

Attn: Senior Vice President, Office of Mortgage-Backed Securities

Facsimile: (202) 485-0232


 


(j)            Each
of the Administrative Agent, and each Credit Party acknowledge that the Ginnie Mae Designated Loans remain the property of Ginnie Mae
and the Administrative Agent and each Credit Party agree that no loan data containing personally identifiable information shall be released
to any third party pursuant to Section 6.13 of the Credit Agreement or any other Section hereunder or thereunder, or pursuant
to any subpoena or court order, without the express written consent of Ginnie Mae.


 


[Signature
Pages to Follow]


 









    -61-


     


    

 


IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as a sealed instrument as of the day and year first above written.


 


	 	WALKER & DUNLOP, INC., as Borrower
	 	 
	 	By:	/s/Richard M. Lucas
	 	Name:	Richard M. Lucas
	 	Title:	Executive Vice President, General Counsel & Secretary
	 	 
	 	WALKER & DUNLOP MULTIFAMILY, INC., as a Subsidiary Guarantor
	 	 
	 	By:	/s/Richard M. Lucas
	 	Name:	Richard M. Lucas
	 	Title:	Executive Vice President, General Counsel & Secretary
	 	 
	 	WALKER & DUNLOP, LLC, as a Subsidiary Guarantor
	 	 
	 	By:	/s/Richard M. Lucas
	 	Name:	Richard M. Lucas
	 	Title:	 Executive Vice President, General Counsel & Secretary
	 	 
	 	WALKER & DUNLOP CAPITAL, LLC, as a Subsidiary Guarantor
	 	 
	 	By:	/s/Richard M. Lucas
	 	Name:	Richard M. Lucas
	 	Title:	Executive Vice President, General Counsel & Secretary
	 	 
	 	W&D BE, INC., as a Subsidiary Guarantor
	 	 
	 	By:	 /s/Richard M. Lucas
	 	Name:	 Richard M. Lucas
	 	Title:	Executive Vice President, General Counsel & Secretary




 






    -62-


     


    

 


	 	WALKER & DUNLOP INVESTMENT SALES, LLC, 

as a Subsidiary Guarantor
	 	 
	 	By:	/s/Richard M. Lucas
	 	Name:	Richard M. Lucas
	 	Title:	Executive Vice President, General Counsel & Secretary



 






    -63-


     


    

 


	 	JPMORGAN CHASE BANK, N.A., 

as Administrative Agent
	 	 
	 	By:	 /s/Laura Carter
	 	Name:	Laura Carter
	 	Title:	Authorized Officer




 


Walker & Dunlop, Inc.

Guarantee and Collateral Agreement

Signature Page


 






     


     


    

 


Exhibit I


 


FORM OF SUPPLEMENT


 


SUPPLEMENT NO. __ dated as of [          ],
20[  ], to the Guarantee and Collateral Agreement, dated as of December 16, 2021 (the “Guarantee and Collateral
Agreement”), among WALKER & DUNLOP, INC. (the “Borrower”), certain Subsidiaries of the Borrower
party hereto (each a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors” and,
together with the Borrower, the “Credit Parties” and sometimes, each such party, individually, a “Credit Party”)
and JPMORGAN CHASE BANK, N.A., for itself, as a Lender, and on behalf of the other Lenders and Secured Parties, as “Administrative
Agent” (as defined and otherwise described in the Credit Agreement and so referred to herein).


 


A.            Reference
is made to the Credit Agreement, dated as of December 16, 2021 (as amended, amended and restated, waived, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders, and the Administrative Agent.


 


B.            Capitalized
terms used in this Supplement and not otherwise defined in this Supplement shall have the meanings assigned to such terms in the Credit
Agreement and to the extent not defined in the Credit Agreement, the Guarantee and Collateral Agreement referred to therein.


 


C.            The
Credit Parties have entered into the Guarantee and Collateral Agreement in order to induce the Lenders to make Term Loans.


 


D.            The
Guarantee and Collateral Agreement provides that certain additional Subsidiaries shall become Credit Parties under the Guarantee and Collateral
Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Subsidiary”)
is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Guarantor under the Guarantee
and Collateral Agreement in order to induce the Lenders to maintain the Term Loans.


 


Accordingly, the Administrative Agent and the New
Subsidiary agree as follows:


 


SECTION 1.     In
accordance with the Guarantee and Collateral Agreement, the New Subsidiary, by its signature below, hereby joins in the execution and
delivery of the Guarantee and Collateral Agreement and hereby becomes a Credit Party and a Subsidiary Guarantor under the Guarantee and
Collateral Agreement with the same force and effect as if originally named therein as a Credit Party and a Subsidiary Guarantor and the
New Subsidiary hereby (a) agrees to all the terms and provisions of the Guarantee and Collateral Agreement applicable to it as a
Credit Party and Subsidiary Guarantor thereunder, including, without limitation, the guarantee by New Subsidiary, jointly and severally
with the other Subsidiary Guarantors, in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, with respect
to the Secured Obligations pursuant to Section 2.01 of the Guarantee and Collateral Agreement, and (b) represents and
warrants that the representations and warranties made by it as a Credit Party and Subsidiary Guarantor thereunder are true and correct
on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full
of the Secured Obligations (as defined in the Guarantee and Collateral Agreement), does hereby create and grant to the Administrative
Agent, its successors and assigns, for the ratable benefit of the Secured Parties, their successors and assigns, a security interest in
and lien on all the New Subsidiary’s right, title and interest in and to the Collateral (as defined in the Guarantee and Collateral
Agreement) of the New Subsidiary. Each reference to a “Subsidiary Guarantor” or “Credit Party” in the Guarantee
and Collateral Agreement or any other Loan Document shall be deemed to include the New Subsidiary. The Guarantee and Collateral Agreement
is hereby incorporated in this Supplement by reference.


 






    Exhibit I-1


     


    

 


SECTION 2     The
New Subsidiary represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.


 


SECTION 3     This
Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute
a single contract. This Supplement shall become effective when the Administrative Agent shall have received a counterpart of this Supplement
that bears the signature of the New Subsidiary and the Administrative Agent has executed a counterpart hereof. Delivery of an executed
signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of
this Supplement.


 


SECTION 4     The
New Subsidiary hereby represents and warrants that set forth under its signature hereto is (i) the true and correct legal name of
the New Subsidiary, (ii) its jurisdiction of formation, (iii) its Federal Taxpayer Identification Number or its organizational
identification number and (iv) the location of its chief executive office. The New Subsidiary hereby further represents and warrants
that, as of the date hereof, Schedule I hereto accurately sets forth all information which would have been required pursuant to
the Schedules to the Guarantee and Collateral Agreement had the New Subsidiary been a Credit Party on the date of the execution and delivery
of the Guarantee and Collateral Agreement (it being understood and agreed, however, that the information so furnished by the New Subsidiary
is accurate as of the date of this Supplement rather than the date of the Guarantee and Collateral Agreement).


 


SECTION 5     This
Supplement will be effective upon receipt by the Administrative Agent of: (A) a duly executed copy hereof and (b) each other
document required by Section 6.14(a) of the Credit Agreement.


 


SECTION 6     Except
as expressly supplemented hereby, the Guarantee and Collateral Agreement shall remain in full force and effect.


 


SECTION 7     THIS
SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 8     Any
provision of this Supplement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining
provisions hereof and in the Guarantee and Collateral Agreement; the invalidity of a particular provision in a particular jurisdiction
shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.


 


SECTION 9     All
communications and notices hereunder shall be in writing and given as provided in Section 7.01 of the Guarantee and Collateral
Agreement.


 


SECTION 10     The
New Subsidiary agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement,
including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent.


 






    Exhibit I-2


     


    

  


IN WITNESS WHEREOF, the New Subsidiary and the
Administrative Agent have duly executed this Supplement to the Guarantee and Collateral Agreement as a sealed instrument as of the day
and year first above written.


 


	 	[NAME
    OF NEW SUBSIDIARY],
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	Legal Name:
	 	Jurisdiction of Formation:
	 	Location of Chief Executive Office:
	 	 
	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 









    Exhibit I-3


     


    

 


Exhibit I


 


Schedule I


 


[to be attached]


 









    Exhibit I-4


     


    

 


Exhibit II


 


FORM OF GRANT OF SECURITY INTEREST

IN UNITED STATES TRADEMARKS


 


FOR GOOD AND VALUABLE CONSIDERATION, receipt and
sufficiency of which are hereby acknowledged, [Name of Credit Party], a [                                  ]
(the “Credit Party”) with principal offices at [                               ],
hereby grants to JPMORGAN CHASE BANK, N.A., as Administrative Agent, with principal offices at 500 Stanton Christiana Road, NCC5, Floor
1, Newark, Delaware 19713-2107 (the “Grantee”), a continuing security interest in (i) all of the Credit Party’s
right, title and interest in, to and under the United States trademarks, trademark registrations and trademark applications (the “Marks”)
set forth on Schedule A attached hereto, (ii) all Proceeds (as such term is defined in the Guarantee and Collateral Agreement referred
to below) and products of the Marks, (iii) the goodwill of the businesses with which the Marks are associated and (iv) all causes of action
arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same.


 


THIS GRANT is made to secure the satisfactory performance
and payment of all the Secured Obligations of the Credit Party, as such term is defined in the Guarantee and Collateral Agreement among
the Credit Party, the other assignors from time to time party thereto and the Grantee, dated as of December 16, 2021 (as amended, modified,
restated and/or supplemented from time to time, the “Guarantee and Collateral Agreement”).


 


This Grant has been granted in conjunction with
the security interest granted to the Grantee under the Guarantee and Collateral Agreement. The rights and remedies of the Grantee with
respect to the security interest granted herein are as set forth in the Guarantee and Collateral Agreement, all terms and provisions of
which are incorporated herein by reference. In the event that any provisions of this Grant are deemed to conflict with the Guarantee and
Collateral Agreement, the provisions of the Guarantee and Collateral Agreement shall govern.


 


Upon the payment in full of the Obligations (other
than contingent obligations not yet due and payable) and termination of the Guarantee and Collateral Agreement, the Grantee shall execute,
acknowledge, and deliver to the Credit Party an instrument in writing in recordable form releasing the grant and security interest in
the Marks and other Collateral (as such term is defined in the Guarantee and Collateral Agreement) under this Grant.


 


This Grant may be executed in counterparts, each
of which shall constitute an original but all of which, when taken together, shall constitute a single contract. Delivery of an executed
signature page to this Grant by facsimile or electronic transmission shall be as effective as delivery of a manually signed counterpart
of this Grant.


 


This Grant shall be construed in accordance with
and governed by the law of the State of New York.


 


 


IN WITNESS WHEREOF, the undersigned have executed
this Grant as a sealed instrument as of the first date written above.


  






    Exhibit II-1


     


    

 



 


IN WITNESS WHEREOF, the undersigned have executed
this Grant as a sealed instrument as of the first date written above.


 


	 	[NAME OF CREDIT PARTY], Credit Party




 


	 	By:	
	 	 	Name:
	 	 	Title:




 


	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent and Grantee




 


	 	By:	
	 	 	Name:
	 	 	Title:


 






    Exhibit II-2 


     


    

 


SCHEDULE A


 


	MARK	REG NO	REG DATE
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


 






    Exhibit II-3


     


    

 


Exhibit III


 


FORM OF GRANT OF SECURITY INTEREST

IN UNITED STATES PATENTS


 


FOR
GOOD AND VALUABLE CONSIDERATION, receipt and sufficiency of which are hereby acknowledged, [Name of Credit Party], a [                         ]
(the “Credit Party”) with principal offices at [                    ],
hereby grants to JPMORGAN CHASE BANK, N.A., as Administrative Agent, with principal offices at 500 Stanton Christiana Road, NCC5,
Floor 1, Newark, Delaware 19713-2107 (the “Grantee”), a continuing security interest in (i) all of the Credit Party’s
rights, title and interest in, to and under the United States patents (the “Patents”) set forth on Schedule A
attached hereto, in each case together with (ii) all Proceeds (as such term is defined in the Guarantee and Collateral Agreement referred
to below) and products of the Patents, and (iii) all causes of action arising prior to or after the date hereof for infringement of any
of the Patents or unfair competition regarding the same.


 


THIS GRANT is made to secure the satisfactory performance
and payment of all the Secured Obligations of the Credit Party, as such term is defined in the Guarantee and Collateral Agreement among
the Credit Party, the other assignors from time to time party thereto and the Grantee, dated as of December 16, 2021 (as amended, modified,
restated and/or supplemented from time to time, the “Guarantee and Collateral Agreement”).


 


This Grant has been granted in conjunction with
the security interest granted to the Grantee under the Guarantee and Collateral Agreement. The rights and remedies of the Grantee with
respect to the security interest granted herein are as set forth in the Guarantee and Collateral Agreement, all terms and provisions of
which are incorporated herein by reference. In the event that any provisions of this Grant are deemed to conflict with the Guarantee and
Collateral Agreement, the provisions of the Guarantee and Collateral Agreement shall govern.


 


Upon the payment in full of the Obligations (other
than contingent obligations not yet due and payable) and termination of the Guarantee and Collateral Agreement, the Grantee shall execute,
acknowledge, and deliver to the Credit Party an instrument in writing in recordable form releasing the grant and security interest in
the Patents and other Collateral (as such term is defined in the Guarantee and Collateral Agreement) under this Grant.


 


This Grant may be executed in counterparts, each
of which shall constitute an original but all of which, when taken together, shall constitute a single contract. Delivery of an executed
signature page to this Grant by facsimile or electronic transmission shall be as effective as delivery of a manually signed counterpart
of this Grant.


 


This Grant shall be construed in accordance with
and governed by the law of the State of New York.


 






    Exhibit III-1 


     


    

 


IN WITNESS WHEREOF, the undersigned have executed
this Grant as a sealed instrument as of the [____] day of [___________] [____].


 


	 	[NAME OF CREDIT PARTY], Credit Party
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent and Grantee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    Exhibit III-2 


     


    

 



SCHEDULE A


 


	PATENT	PATENT NO	ISSUE DATE
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 






    Exhibit III-3 


     


    

 


Exhibit IV


 


FORM OF GRANT OF SECURITY INTEREST

IN UNITED STATES COPYRIGHTS


 


WHEREAS, [Name of Credit Party], a [          ]
(the “Credit Party”), having its chief executive office at [          ],
is the owner of all right, title and interest in and to the United States copyrights and associated United States copyright registrations
and applications for registration (the “Copyrights”) set forth in Schedule A attached hereto;


 


WHEREAS,
JPMORGAN CHASE BANK, N.A., as Administrative Agent, having its principal offices at 500 Stanton Christiana Road, NCC5, Floor 1,
Newark, Delaware 19713-2107 (the “Grantee”), desires to acquire a security interest in said copyrights and copyright
registrations and applications therefor; and


 


WHEREAS, the Credit Party is willing to grant to
the Grantee a security interest in and lien upon the copyrights and copyright registrations and applications therefor described above.


 


NOW, THEREFORE, for good and valuable consideration,
the receipt of which is hereby acknowledged, and subject to the terms and conditions of the Guarantee and Collateral Agreement, dated
as of December 16, 2021, made by the Credit Party, the other assignors from time to time party thereto and the Grantee (as amended, modified,
restated and/or supplemented from time to time, the “Guarantee and Collateral Agreement”) the Credit Party hereby grants
to the Grantee a continuing security interest in all of the Credit Party’s right, title and interest in, to and under the copyrights
and copyright registrations and applications therefor set forth in Schedule A attached hereto.


 


This Grant has been granted in conjunction with
the security interest granted to the Grantee under the Guarantee and Collateral Agreement. The rights and remedies of the Grantee with
respect to the security interest granted herein are as set forth in the Guarantee and Collateral Agreement, all terms and provisions of
which are incorporated herein by reference. In the event that any provisions of this Grant are deemed to conflict with the Guarantee and
Collateral Agreement, the provisions of the Guarantee and Collateral Agreement shall govern.


 


Upon the payment in full of the Obligations (as
such term is defined in the Guarantee and Collateral Agreement) (other than contingent obligations not yet due and payable) and termination
of the Guarantee and Collateral Agreement, the Grantee shall execute, acknowledge, and deliver to the Credit Party an instrument in writing
in recordable form releasing the grant and security interest in the Copyrights and other Collateral (as such term is defined in the Guarantee
and Collateral Agreement) under this Grant.


 


This Grant may be executed in counterparts, each
of which shall constitute an original but all of which, when taken together, shall constitute a single contract. Delivery of an executed
signature page to this Grant by facsimile or electronic transmission shall be as effective as delivery of a manually signed counterpart
of this Grant.


 


This Grant shall be construed in accordance with
and governed by the law of the State of New York.


 






    Exhibit IV-1 


     


    

 


IN WITNESS WHEREOF, the undersigned have executed
this Grant as a sealed instrument as of the [___] day of [________] [____].


 


	 	[NAME OF CREDIT PARTY], Credit Party
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent and Grantee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 





    Exhibit IV-2 


     


    

 





SCHEDULE A


 


	REGISTRATION
    NUMBER	PUBLICATION
    DATE	COPYRIGHT
    TITLE
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 






     Exhibit IV-3


    


    

 


Exhibit V


 


Form of
Fannie Mae Agency Consent


 


[to be attached]


 






     Exhibit V-1


    


    

 


December [   ], 2021


 


Walker & Dunlop, LLC

Walker & Dunlop Capital, LLC 


7501 Wisconsin Avenue, Suite 1200E 


Bethesda, Maryland 20814


 


JPMorgan Chase Bank, N.A.

500 Stanton Christiana Rd. 


NCC5 / 1st Floor 


Newark, DE 19713 


Attention: Loan & Agency Services Group


 


Ladies and Gentlemen:


 


This letter agreement (this
 “Agreement”) is being entered into as of the date set forth above (the “Effective Date”) by and
among the signatories hereto with respect to the New Term Facility, as hereinafter defined.


 


Walker &
Dunlop, LLC , a Delaware limited liability company (“WDLLC”) is a party to certain agreements with Fannie Mae that
are listed on Schedule 1 hereto, all of which are subject to any applicable Fannie Mae Guide (as defined in the Approved Drafts)
as superseded, supplemented or amended from time to time (collectively, together with any amendment or addendum thereto or other
document executed in connection therewith, the “WDLLC Fannie Mae Contracts”).


 


Walker & Dunlop
Capital, LLC, a Massachusetts limited liability company (“WD Capital”) and formerly known as CWCapital LLC, is a party
to certain agreements with Fannie Mae that are listed on Schedule 2 hereto, all of which are subject to any applicable Fannie
Mae Guide (collectively, together with any amendment or addendum thereto or other document executed in connection therewith, the “WD
Capital Fannie Mae Contracts”). References herein to “Fannie Mae Contracts” shall mean and refer, collectively,
to the WDLLC Fannie Mae Contracts and the WD Capital Fannie Mae Contracts.


 


Capitalized terms used but
not defined in this letter shall have the meanings ascribed to such terms in the Fannie Mae Contracts or Fannie Mae Guide, as applicable,
provided that if such a term is not defined in the Fannie Mae Contracts or Fannie Mae Guide it shall have the meaning ascribed
to it in the Approved Drafts.


 


Walker & Dunlop, Inc.,
a Maryland corporation (“W&D”) as the “Borrower”, and WDLLC, WD Capital, and certain affiliates thereof,
as “Guarantors”, entered into an amended and restated term loan credit facility dated as of November 7, 2018 with the
lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent, collateral agent and lender,
in an aggregate principal amount of $300,000,000 (as amended, restated, amended and restated, supplemented or otherwise modified prior
to the date hereof, the “Existing Facility”). It is proposed that on or about the date hereof, W&D, as “Borrower”,
and certain affiliates thereof, as “Guarantors”, will enter into a new term loan credit facility (the “New Term
Facility”) with certain financial institutions as lenders and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity,
 “Agent”), in an aggregate principal amount of $600,000,000. In addition to refinancing the Existing Facility, the
proceeds from the New Term Facility will be used, among other things, (i) to finance a portion of the consideration for the Alliant
Acquisition (as defined in the credit agreement, dated on or about the date hereof, governing the New Term Facility (the “Credit
Agreement”)) and (ii) to pay fees and expenses in connection with such refinancing, in connection with such acquisition
and in connection with the New Term Facility.


 






     1


    


    

 


W&D, a publicly traded
company, owns 100% of the equity interests in Walker & Dunlop Multifamily, Inc., a Delaware corporation (“WD Multifamily”),
which owns 100% of the equity interest in WDLLC, which owns 100% of the equity interest in WD Capital (WD Multifamily, WDLLC and WD Capital,
collectively, the “Obligor Group”). The New Term Facility will be evidenced and secured by, among other instruments,
documents, and agreements, the “Credit Agreement” and the “Guarantee and Collateral Agreement”
(so referred to herein) described in Schedule 3 hereto. Each of W&D and the Obligor Group will execute and deliver, among
other things, the Credit Agreement and the Guarantee and Collateral Agreement in connection with the New Term Facility.


 


W&D and the Obligor Group
(collectively, the “Loan Parties”) request that Fannie Mae consent to the Loan Parties’ entering into the New
Term Facility on the terms set forth in the Credit Agreement, the Guarantee and Collateral Agreement, and any other documents identified
on Schedule 3 attached hereto and incorporated herein by this reference, which were provided in draft form by WDLLC to Fannie
Mae (collectively, the “Approved Drafts”) (such consent, if any, the “Fannie Mae Consent”).


 


Agent
and Loan Parties expressly acknowledge and agree that Fannie Mae, in providing the Fannie Mae Consent hereunder, is relying fully, and
such Fannie Mae Consent is expressly conditioned, upon the compliance by Agent and Loan Parties (“Compliance with Specified
Fannie Mae Provisions”) with the terms and conditions set forth in Section 8.01 of the Guarantee and Collateral
Agreement and in Section 7.12, Section 8.4(a), Section 9.7, the final paragraph of Section 11.1(a),
the final paragraph of Section 11.2, and Section 11.25 of the Credit Agreement (collectively, the “Specified
Fannie Mae Provisions”). All of the Specified Fannie Mae Provisions (including all applicable sectional and definitional references
therein) are specifically incorporated herein by reference, including, without limitation, with respect to all agreements, limitations,
restrictions applicable to Agent and Loan Parties, respectively, and the consent rights of Fannie Mae applicable with respect to the
Fannie Mae Collateral, the Specified Pledged Equity Interests, and/or the Specified Sale of Fannie Mae Program Assets, all as and when
expressly provided in accordance with the Specified Fannie Mae Provisions. In the absence of the Fannie Mae Consent, the granting by
Loan Parties of the Specified Ownership Interest Pledge in the Specified Pledged Entities (which could result in a change of the ownership
structure of WDLLC or WD Capital if Agent exercises its default remedies under the New Term Facility) could constitute a breach of the
applicable Fannie Mae Contracts; provided, however, any change of ownership in the Specified Pledged Entities based upon
defaults under the New Term Facility is and shall remain subject to the prior written consent of Fannie Mae (which may be granted or
withheld in Fannie Mae’s sole and absolute discretion), as further set forth in the Fannie Mae Provisions, and the Fannie Mae Consent
does not extend to any such future transfer.


 


Accordingly, in consideration
of Fannie Mae’s providing the Fannie Mae Consent hereunder, the parties hereto acknowledge and agree as follows:


 


A.            Agent
Agreements. In consideration of Fannie Mae’s entering into this Agreement and providing the Fannie Mae Consent, Agent hereby
acknowledges and agrees as follows:


 






     2


    


    

 


1.            The
grant of the security interest in certain assets of WDLLC and WD Capital to Agent to secure W&D’s obligations under the New
Term Facility and the pledge of certain equity interests in WDLLC and WD Capital to secure W&D’s obligations under the New
Term Facility are each subject and subordinate to Fannie Mae’s rights under the Fannie Mae Contracts, including, without limitation,
Fannie Mae’s right to consent to changes in the ownership of WDLLC or WD Capital, as applicable, and Fannie Mae’s right to
terminate the Fannie Mae Contracts as set forth therein. Such termination rights of Fannie Mae shall include, without limitation, termination
upon expiration of any Fannie Mae Disposition Period, and no termination fee shall be payable by Fannie Mae in connection with any such
termination. The existence of any Fannie Mae Disposition Period shall be construed, for all purposes, as a material adverse change (or
any other term(s) of similar import in the Fannie Mae Contracts) in WDLLC’s or WD Capital’s ability to satisfactorily
service mortgages for all purposes or as set forth under any of the Fannie Mae Contracts.


 


2.            Upon
the execution and delivery of the Facility Documents (defined below) in connection with the establishment of the New Term Facility, Agent:
(i) ratifies, confirms, and reaffirms in favor of Fannie Mae the Specified Fannie Mae Provisions; (ii) acknowledges and agrees
that Loan Parties’ grant, and Agent’s acceptance, of the respective pledge and security interests in the Fannie Mae Collateral
and Specified Pledged Equity Interests is strictly in accordance with the Specified Fannie Mae Provisions; (iii) in exercising its
rights, remedies, powers, privileges, and discretions under the Credit Agreement, the Guarantee and Collateral Agreement or any other
Facility Document, Agent shall act in Compliance with Specified Fannie Mae Provisions; and (iv) without first obtaining Fannie Mae’s
prior written consent (which may be granted or withheld in Fannie Mae’s sole and absolute discretion), Agent shall not modify or
permit modification of (a) any of the Specified Fannie Mae Provisions; or (b) any other provision in the Facility Documents
that in any way would modify terms applicable to Fannie Mae or the Fannie Mae Collateral or the Specified Ownership Interest Pledge or
the Fannie Mae Contracts or that could reasonably be expected to have or result in a material adverse effect on Fannie Mae and/or the
obligations of the applicable Loan Parties under any of the Fannie Mae Contracts.


 


3.            Pursuant
to the terms of the Credit Agreement and Guarantee and Collateral Agreement, Agent may perform or cause the Loan Parties to perform under
the Fannie Mae Contracts during the Fannie Mae Disposition Period; provided, however, that the financial institution acting
as Agent shall, to the extent applicable, maintain strict separation of operations and confidentiality of information in its capacity
as Agent and as a Fannie Mae lender during such Fannie Mae Disposition Period.


 


4.            Notwithstanding
anything to the contrary contained herein, Agent shall have no liability to Fannie Mae for any of the obligations of the Loan Parties,
including, without limitation, the respective liabilities of the Loan Parties under the Fannie Mae Contracts.


 


5.            Agent
hereby represents and warrants to Fannie Mae that (a) it has power and authority to enter into this Agreement in its capacity as
Agent; (b) it has duly authorized, executed and delivered this Agreement; (c) it is authorized to, and, by its execution and
delivery hereof, does hereby bind any other lender now or hereafter party to the New Term Facility; (d) no consent, approval, authorization,
order, or other action of, any court or regulatory or governmental agency or body or any other person is required that has not been obtained
for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement; and (e) each
person who is a “Lender” from time to time under the New Term Facility, and any successor “Agent” thereunder,
shall be bound by this Agreement.


 






     3


    


    

 


B.            Loan
Party Agreements. In consideration of Fannie Mae’s entering into this Agreement and providing the Fannie Mae Consent, the Loan
Parties jointly and severally agree as follows:


 


1.            The
Loan Parties shall not modify or permit modification of any of the Approved Drafts prior to execution by the parties thereto without
first obtaining Fannie Mae’s prior written consent to such modification (which may be granted or withheld in Fannie Mae’s
sole and absolute discretion). Following execution of documents in the forms of the Approved Drafts (as so executed, the “Facility
Documents”), without the prior written consent of Fannie Mae (which may be granted or withheld in Fannie Mae’s sole and
absolute discretion) the Loan Parties shall not modify or permit the modification of (a) any of the Specified Fannie Mae Provisions;
or (b) any other provision in the Facility Documents that in any way would modify terms applicable to Fannie Mae or the Fannie Mae
Collateral or the Specified Ownership Interest Pledge or the Fannie Mae Contracts or that could reasonably be expected to have or result
in a material adverse effect on Fannie Mae or the obligations of the applicable Loan Parties under any of the Fannie Mae Contracts. Each
Loan Party hereby represents and warrants to Fannie Mae that the Facility Documents delivered to Fannie Mae are each true, correct and
complete, and there are no documents, instruments or other agreements with respect to the New Term Facility, other than those as delivered
by the Loan Parties to Fannie Mae.


 


2.            Without
the prior written consent of Fannie Mae (which may be granted or withheld in Fannie Mae’s sole and absolute discretion), the Loan
Parties shall not exercise their right to elect to request an Incremental Term Loan pursuant to Section 3.13 of the Credit
Agreement in an amount greater than $230,000,000 (with respect to each individual loan or in the aggregate).


 


3.            In
the event of a Mandatory Prepayment pursuant to Section 2.4(b) of the Credit Agreement, the Loan Parties must immediately
notify Fannie Mae in writing. Such notice shall also include the sources of the Mandatory Prepayment amount and the levels of the cash
that would be subject to the distribution. WDLLC acknowledges that its required operational liquidity under the WDLLC Fannie Mae Contracts
may be increased above the minimum level, insuring adequate liquidity.


 


4.            The
Loan Parties will deliver to Fannie Mae, within the times specified in Sections 6.1 and 6.2 of the Credit Agreement, copies
of the annual and quarterly financial statements, reports and Compliance Certificates of the Loan Parties required to be delivered to
Agent pursuant those sections.


 


5.            The
Loan Parties shall deliver to Fannie Mae a copy of any default or other material notice delivered by Agent to any of the Loan Parties
pursuant to the Facility Documents.


 


6.            Each
of the Loan Parties hereby represents and warrants to Fannie Mae that (a) it has power and authority to enter into this Agreement;
(b) it has duly authorized, executed and delivered this Agreement; (c) no consent, approval, authorization, order, or other
action of, any court or regulatory or governmental agency or body or any other person is required that has not been obtained for the
execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement; (d) the closing
and consummation of the New Term Facility have occurred as of the date hereof in accordance with the terms and conditions thereof; and
(e) a true, correct and complete organizational chart of the Loan Parties and related entities has been delivered to Fannie Mae
and the same is attached hereto as Schedule 4.


 






     4


    


    

 


C.            Notices
to Fannie Mae. Notices and copies required by this Agreement or under the Facility Documents shall be delivered to Fannie Mae at
the following address:


 


Fannie Mae

1100 15th Street, NW

Washington, DC 20005

Attention:   Vice President of Multifamily Policy and Lender Risk Management 


Email:    partner_risk_management@fanniemae.com


 


with a copy to:


 


Fannie Mae

1100 15th Street, NW

Washington, DC 20005

Attention:   Vice President of Multifamily Legal 


Email:    mf_mbb_legal_notice@fanniemae.com


 


D.            Fannie
Mae Consent. Subject to the terms, conditions, representations, warranties and covenants contained in this Agreement, Fannie Mae
hereby gives the Fannie Mae Consent as of the Effective Date. The effectiveness of the foregoing Fannie Mae Consent is further subject
to the following conditions precedent: (1) receipt by Fannie Mae of this Agreement, fully executed by each of the parties hereto;
(2) receipt by or payment on behalf of Fannie Mae of all fees, costs and expenses (including, but not limited to, attorneys’
fees) incurred by Fannie Mae in connection with this Agreement and the transactions contemplated hereby; (3) no default or event
of default shall have occurred and be outstanding under the Fannie Mae Contracts or under the Facility Documents; (4) the review
and approval by Fannie Mae of all documents, agreements and related matters relating to the New Term Facility; and (5) such other
assurances, certificates, documents, consents or opinions as Fannie Mae may require. Fannie Mae shall confirm via email to Agent that
the Loan Parties have satisfied the foregoing conditions precedent for purposes of the Fannie Mae Consent as it relates to the closing
of the New Term Facility and Agent may rely on such email for the effectiveness of the Fannie Mae Consent, in entering into the New Facility.


 


E.             Default.
Failure to comply with the terms, conditions, representations, warranties or covenants contained in this Agreement shall be an Event
of Default under the Fannie Mae Contracts.


 


F.             General
Provisions. This Agreement may be executed in multiple counterparts, all of which shall constitute one and the same agreement, and
each of which shall be deemed to be an original. Signatures transmitted electronically (including by fax or email) shall have the same
legal effect as original, but each party nevertheless shall deliver original signed counterparts of this Agreement to each other party
if so requested by such other party. Any reference to the parties to this Agreement shall be deemed to include the successors and assigns
of such party. All covenants and agreements contained in this Agreement are for the benefit of the parties to this Agreement only, and
nothing express or implied in this Agreement is intended to be for the benefit of any other person. No term, covenant, agreement or condition
may be amended, modified or waived, except by an instrument in writing duly executed and delivered by the parties sought to be bound.
This Agreement shall be governed by the federal laws of the United States, and, to the extent there is no applicable federal law, the
laws of the District of Columbia without giving effect to internal choice of law rules.


 






     5


    


    

 


If you have any questions relating to the forgoing,
please feel free to contact the Vice President, MMB Partner Risk at Fannie Mae.


 


[Remainder of page intentionally left
blank]


 






     6


    


    

 


	 	Very truly yours,




 


	 	FANNIE MAE




 


	 	By:	
	 	 	Name:     Charles Ostroff
	 		Title:       Senior Vice President and MF Chief
  Credit Officer




 






     1


    


    

 


Agreed and consented to as of the Effective Date by each of the
Loan Parties identified below:


 


	WALKER & DUNLOP, LLC	 




 


	By:		 
	 	Name:     Richard M. Lucas	 
		Title:       EVP, General Counsel &
  Secretary	 


 


	WALKER & DUNLOP, INC.	 




 


	By:		 
	 	Name:     Richard M. Lucas	 
		Title:       EVP, General Counsel &
  Secretary	 


 


	WALKER & DUNLOP MULTIFAMILY, INC.	 




 


	By:		 
	 	Name:     Richard M. Lucas	 
		Title:       EVP, General Counsel &
  Secretary	 


 


	WALKER & DUNLOP CAPITAL, LLC	 




 


	By:		 
	 	Name:     Richard M. Lucas	 
		Title:       EVP, General Counsel &
  Secretary	 




 


	W&D BE, INC.	 




 


	By:		 
	 	Name:     Richard M. Lucas	 
		Title:       EVP, General Counsel &
  Secretary	 




 


	WALKER & DUNLOP INVESTMENT SALES, LLC	 




 


	By:		 
	 	Name:     Richard M. Lucas	 
		Title:       EVP, General Counsel &
  Secretary	 




 







     2


    


    

 


Agreed and consented to as of

the Effective Date:


 


	JPMORGAN CHASE BANK, N.A.,	 
	as Administrative Agent	 




 


	By:		 
	 	Name:     Laura Carter	 
		Title:       Authorized Officer	 




 






     3


    


    

 


Schedule 1


 


WDLLC Fannie Mae Contracts


 


	1.	Multifamily Selling and Servicing Agreement
                                            by and between Fannie Mae and Walker & Dunlop, LLC and dated as of August 1,
                                            2019.



 


	2.	Delegated Underwriting and Servicing Reserve
                                            Agreement by and among Fannie Mae, U.S. Bank, National Association and Walker &
                                            Dunlop, LLC dated January 30, 2009.



 


	3.	Multifamily As Soon As Pooled® Plus
                                            Agreement, by and between Fannie Mae and Green Park Financial Limited Partnership, dated
                                            May 20, 2008.



 


	4.	Multifamily As Soon As Pooled® Sale
                                            Agreement, by and between Fannie Mae and Green Park Financial Limited Partnership, dated
                                            November 21, 2008.



 


	5.	Multifamily As Soon As Pooled® Plus
                                            Agreement, by and between Fannie Mae and Walker & Dunlop, LLC, dated February 3,
                                            2009, as amended by the Amendment to Multifamily As Soon As Pooled® Plus Agreement, dated
                                            June 29, 2011, and the Second Amendment to Multifamily As Soon As Pooled® Plus Agreement,
                                            dated December 27, 2011.



 


	6.	Multifamily As Soon As Pooled® Sale
                                            Agreement, by and between Fannie Mae and Walker & Dunlop, LLC, dated February 3,
                                            2009.



 


	7.	Non-Exclusive Copyright License, by and
                                            between Fannie Mae and W&D Interim Lender LLC, dated June 30, 2011, as amended.



 






     1 


    


    

 


Schedule 2


 


WD Capital Fannie Mae Contracts


 


		1.	Pre-Commitment Review Aggregation Agreement
                                            dated March 26, 1999 under name of Continental Wingate.



 


		2.	Post-Commitment Aggregation Agreement dated
                                            March 26, 1999 under name of Continental Wingate.



 


		3.	Transfer Agreement dated as of October 31,
                                            2011 among Citibank, CWCapital LLC and Fannie Mae.



 


		4.	Mortgage Loan Servicing Agreement dated as
                                            of October 31, 2011 between Fannie Mae and CWCapital LLC.



 


		5.	First Amendment to Mortgage Servicing and Related
                                            Assets Purchase and Sale Agreement, dated October 31, 2011, between Citibank and CWCapital
                                            LLC.



 


		6.	Credit Support and Collateral Pledge Agreement
                                            (100% Recourse Pool) dated as of October 31, 2011 among Fannie Mae, CWCapital LLC, Citibank,
                                            and US Bank.



 


		7.	Amended and Restated Credit Support and Collateral
                                            Pledge Agreement (1% Top Loss Pool) dated as of October 31, 2011 among Fannie Mae, CWCapital
                                            LLC, Citibank, N.A. and U.S. Bank, National Association.



 


		8.	Interim Servicing Agreement dated as of October 31, 2011 between Citibank
                                            and CWCapital LLC.



 


		9.	Assignment and Assumption Agreement dated as
                                            of October 31, 2011 between Citibank and CWCapital LLC.



 


		10.	Bill of Sale dated as of October 31,
                                            2011 between Citibank and CWCapital LLC.



 


		11.	Mortgage Servicing and Related Assets Purchase
                                            and Sale Agreement dated as of October 31, 2011 between CWCapital LLC and Citibank,
                                            N.A.



 


		12.	First Amendment to Transfer Agreement dated
                                            as of November 18, 2011 among Citibank, N.A., CWCapital LLC and Fannie Mae.



 


		13.	Mortgage Loan Sub-Servicing Agreement between
                                            CWCapital LLC and CWCapital Asset Management LLC dated December 19, 2011.



 


		14.	Termination Letter of selling rights only,
                                            indicating outstanding aggregation loans were still being serviced, dated June 20, 2011
                                            from Fannie Mae to CWCapital LLC.



 


		15.	Consent to Subservicing dated May 30, 2012.



 






     1 


    


    

 


Schedule 3


 


List of Approved Drafts


 


	1.	Credit
                                            Agreement dated as of [                       ],
                                            2021 by and among the Lenders referred to therein, as Lenders, JPMorgan Chase Bank, N.A.,
                                            as Administrative Agent, and Walker & Dunlop, Inc., as Borrower (the “Credit
                                            Agreement”)


 


	2.	Guarantee
                                            and Collateral Agreement dated as of [                       ],
                                            2021 by and among Walker & Dunlop, Inc., as Borrower, and Walker &
                                            Dunlop Multifamily, Inc., Walker & Dunlop, LLC, Walker & Dunlop Capital,
                                            LLC, W&D BE, Inc., and Walker & Dunlop Investment Sales, LLC, each as Subsidiary
                                            Guarantors, and JPMorgan Chase Bank, N.A.,
                                            as Administrative Agent (the “Guarantee and Collateral Agreement”).



 






     1 


    


    

 


Schedule 4


 


Organizational Chart of Loan Parties


 


[See attached.]


 






     1 


    


    

 


EXHIBIT A


 


Approved Form of Credit Agreement


 


[See attached.]


 






     1 


    


    

 


EXHIBIT B


 


Approved Form of Guarantee and Collateral
Agreement


 


[See attached.]


 






     1 


    


    

 


Exhibit VI


 


Form of
Freddie Mac Agency Consent


 


[to be attached]


 






     Exhibit VI-1 


    


    

 


December [ ], 2021


 


BY OVERNIGHT MAIL AND E-MAIL


 


Walker & Dunlop, LLC 


7501 Wisconsin Avenue, Suite 1200E 


Bethesda, Maryland 20814 


Attn: Richard M. Lucas, EVP, General Counsel & Secretary


 


Walker & Dunlop, Inc. 


7501 Wisconsin Avenue, Suite 1200E 


Bethesda, Maryland 20814


 


		Re:	Pledge of Ownership Interests and Servicing Income – Senior Secured Term Loan Facility



 


Dear Mr. Lucas:


 


Freddie Mac has received your request that we
consent to a pledge by Walker & Dunlop, Inc. (“Credit Facility Borrower”) of 100% of its ownership interests
in certain subsidiaries, including Walker & Dunlop, LLC (“Seller/Servicer”), and of the servicing income
of Seller/Servicer (the “Pledge”). Credit Facility Borrower is the sole member of Seller/Servicer. The Pledge will
be made in connection with a senior secured term loan facility (the “Credit Facility”) that Credit Facility Borrower
intends to enter into with JPMorgan Chase Bank, N.A., as administrative agent on behalf of a syndicate of financial institutions and
other entities (“Secured Party”).


 


This letter confirms Freddie Mac’s consent
to the Pledge, which is given in reliance on the certifications provided by Credit Facility Borrower and Seller/Servicer in Section B
below, and is subject to such certifications and the other assumptions, conditions, and limitations contained in this letter. For purposes
of Freddie Mac’s consent to the Pledge, such consent will be deemed effective as of the transaction closing date, which is anticipated
to be November 17, 2021 (the “Closing Date”). All terms used but not defined in this approval letter will have
the meanings ascribed to them in the Freddie Mac Multifamily Seller/Servicer Guide (the “Guide”).


 


Walker & Dunlop, Inc.

Freddie Mac – Consent

Signature Page


 






     


    


    

 


Walker & Dunlop, LLC 


Walker & Dunlop, Inc.


December [    ], 2021 


Page 2



 


		A.	Background.



 


Pursuant to the Amended and Restated Multifamily
Selling and Servicing Agreement dated November 1, 2012 (together with the Guide and any other agreements between Seller/Servicer
and Freddie Mac, the “Freddie Mac Contracts”), Seller/Servicer is an approved Freddie Mac Multifamily Seller/Servicer.


 


Credit Facility Borrower is the sole member of
Seller/Servicer. Credit Facility Borrower is entering into the Credit Facility with Secured Party. Secured Party is requiring, among
other things, the Pledge as collateral for the Credit Facility.


 


		B.	Assumptions, Representations, and Warranties.



 


Freddie Mac’s consent to the Pledge is based on the following
information. By its acknowledgment of this letter below, Seller/Servicer represents, warrants, and confirms the following to Freddie Mac:


 


		1.	Neither Seller/Servicer, nor any Seller/Servicer affiliate, has granted or will grant to Secured Party or any other party under the
Credit Facility, and the documents evidencing or securing the Credit Facility (the “Credit Facility Documents”) will
specifically exclude, any lien on



 


		a.	any right, obligation or other interest of Seller/Servicer or any Seller/Servicer affiliate under the Guide or any other Freddie Mac Contracts, other than the right to receive payment of all servicing income (including ancillary income and servicing fees) actually received, respectively, by a Seller/Servicer or the Credit Facility Borrower with respect to the Freddie Mac Mortgaged Loans (as defined below) serviced at any time and from time to time under the respective Freddie Mac Contracts, together with any other income (including all servicing fees, ancillary income and any excess servicing rights or retained yield and any and all other income that may be related to servicing activities that is payable to Seller/Servicer or Credit Facility Borrower thereunder) received on account of payments made by a third party (other than Freddie Mac) thereunder (except to the extent that any such Income is required by contract or Applicable Law to be transferred or applied by such Seller/Servicer to or for the benefit of any other Person), which rights are subject to and subordinate to all of the rights and remedies of Freddie Mac thereunder, including without limitation the right of Freddie Mac to retain all or some portion of servicing compensation upon a termination of servicing pursuant to Section 4.6 of the Guide, notwithstanding any provisions of the Credit Facility which may provide for Secured Party rights in accrued and earned servicing compensation;




 


		b.	any right, title or interest of Seller/Servicer or any Seller/Servicer affiliate in or to any loan (including, without limitation,
any promissory note with respect thereto or any related mortgaged property or other collateral therefor) that has been sold, transferred,
committed, or pledged to or on behalf of Freddie Mac pursuant to any Freddie Mac Contract (any “Freddie Mac Mortgage Loan”);



 








    


     


    

 


Walker & Dunlop, LLC 


Walker & Dunlop, Inc.

December [  ], 2021 


Page 3


 


		c.	any custodial, clearing, suspense, escrow, or other accounts in which Seller/Servicer or any Seller/Servicer affiliate deposits or
holds funds received from borrowers under Freddie Mac Mortgage Loans, and any funds held in such accounts;



 


		d.	books and records related to the foregoing items (a), (b), and (c);



 


		e.	any “accounts”, “chattel paper”, “commercial tort claims”, “documents,” “equipment”,
 “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”,
 “letter of credit rights”, or “securities accounts” (as each of those terms is defined in the Uniform Commercial
Code) related to the foregoing items (a), (b), (c), and (d);



 


		f.	any other assets or properties now owned or at any time hereafter acquired by Seller/Servicer or any Seller/Servicer affiliate that
relate in any respect to the foregoing items (a), (b), (c), and (d).



 


		2.	No provision of any Credit Facility Document will prohibit or otherwise limit Seller/Servicer or any Seller/Servicer affiliate from
amending, restating, supplementing, modifying or waiving any default by a borrower or other underlying obligor under any Freddie Mac Mortgage
Loan, or inhibit, limit, or direct in any way the actions of Seller/Servicer or any Seller/Servicer affiliate with respect to the servicing
of any Freddie Mac Mortgage Loan, or with respect to any duties and obligations of Seller/Servicer or any Seller/Servicer affiliate with
respect to the servicing of Freddie Mac Mortgage Loans.



 


		3.	No provision of any Credit Facility Document will prohibit or otherwise limit Seller/Servicer or any Seller/Servicer affiliate from
consenting to or otherwise effecting or implementing any amendment, restatement, supplement or other modification to or of any Freddie
Mac Contract, consistent with modifications generally applicable to the Freddie Mac Contracts or to a Freddie Mac Seller/Servicer, if
such amendment, restatement, supplement or other modification is required or requested by Freddie Mac. Secured Party’s consent will
not be required prior to modification of the Guide or modification of any Freddie Mac Contract by Freddie Mac and Seller/Servicer, and
such modification without Secured Party’s consent will not constitute a breach of the Credit Facility Documents by Seller/Servicer.



 








    


     


    

 


Walker & Dunlop, LLC 


Walker & Dunlop, Inc.

December [ ], 2021 


Page 4


 


		4.	Neither Seller/Servicer nor any Seller/Servicer affiliate will be obligated to, and such parties will not, deliver to Secured Party
an original or copy of any audit, lender assessment report, or other internal review of Seller/Servicer prepared by Freddie Mac.



 


		5.	Neither this letter, nor any statement, agreement or other document furnished to Freddie Mac in connection with the consent request
herein, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained
herein and therein, in light of the circumstances under which they were made, not misleading; and there is no fact concerning or related
to the Credit Facility known to Seller/Servicer or any Seller/Servicer affiliate that could materially adversely affect the interests
of Freddie Mac which has not been set forth herein or in statements, agreements or other documents furnished in writing by Seller/Servicer
to Freddie Mac prior to the date of this letter in connection with the transactions contemplated hereby.



 


		C.	Conditions to Consent.



 


The parties to this letter hereby agree as follows:


 


		1.	Secured Party Estoppel Certificate. In connection with the closing of the Credit Facility, Secured Party must provide an estoppel
certificate in the form attached hereto as Exhibit A. The executed estoppel certificate must be dated as of the Closing Date
and provided to Freddie Mac in .pdf form with the confirmation of the Closing Date described below.



 


		2.	Closing
                                            Date. Within one business day after the Closing Date, Seller/Servicer and Credit Facility
                                            Borrower must confirm the same in writing to Freddie Mac. Delivery of written confirmation
                                            by email by this date (to the attention of Erlita Shively at erlita_shively@freddiemac.com)
                                            is acceptable.



 


		3.	Notice of Default Under Credit Facility Documents. Seller/Servicer and Credit Facility Borrower agree to deliver promptly to
Freddie Mac a copy of any notice or reservation of rights communication received by Seller/Servicer, Credit Facility Borrower, or any
Seller/Servicer affiliate indicating the occurrence of an event that constitutes a default or breach under the Credit Facility Documents
or that would, with notice and passage of time, constitute a Credit Facility default or breach.



 


		4.	Limitation on Modifications. Neither Seller/Servicer nor Credit Facility Borrower will agree to any modification of any of
the Credit Facility Documents that would cause any certification or statement of fact in this letter to be untrue, or that would prevent
Seller/Servicer from complying with any requirements of the Guide, the other Freddie Mac Contracts, or this letter.



 








    


     


    

 


Walker & Dunlop, LLC 


Walker & Dunlop, Inc.

December [ ], 2021 


Page 5


 


		5.	Obligation to Notify Freddie Mac; Effect of Untrue Representations. Seller/Servicer and Credit Facility Borrower will promptly
notify Freddie Mac if any representation, warranty, or statement of fact set forth in this letter becomes inaccurate or untrue. Without
limitation of any other rights of Freddie Mac under the Guide or any other Freddie Mac Contracts, Seller/Servicer acknowledges that any
untrue representation, warranty, or statement of fact hereunder may constitute grounds for termination of its selling and Servicing approvals
for cause under Chapter 4 of the Guide.



 


		D.	No Waiver.



 


No provision hereof is intended to, or shall be construed to, waive,
supersede, limit, or modify in any manner any rights of Freddie Mac under the Guide, and Freddie Mac reserves all such rights. Without
limitation of the foregoing, notwithstanding Freddie Mac’s consent to the Pledge as set forth above, no provision hereof shall waive,
limit, or modify in any respect any rights of Freddie Mac (1) under Chapter 3 of the Guide with respect to change notification, prior
written approval, and Seller/Servicer organizational change reporting requirements, or (2) under Chapter 4 of the Guide with respect
to probation, suspension, or termination at any time hereafter, with or without cause, of Seller/Servicer under any of the Freddie Mac
Contracts.


 


Any enforcement of any lien created by the Pledge of Ownership Interests
must comply with all requirements of the Guide, including without limitation compliance with all notice, prior written approval, and reporting
requirements under Chapter 3, at the time such lien is to be enforced. With respect to any requirement under the Guide for Freddie Mac’s
approval, such approval will be in Freddie Mac’s sole and absolute discretion.


 


		E.	No Review or Approval of Credit Facility Documents.



 


Seller/Servicer and Credit Facility Borrower acknowledge that Freddie
Mac has not reviewed or approved any Credit Facility Documents, or any provisions thereof, and that its consent to the Pledge as set forth
above is limited solely to such pledge as described in this letter, and will not apply to any provisions of the Credit Facility Documents
that may exist that are inconsistent with the terms of the Guide or the other Freddie Mac Contracts, or the terms of this letter.


 








    


     


    

 


Walker & Dunlop, LLC 


Walker & Dunlop, Inc.

December [ ], 2021 


Page 6



 


		F.	Agreement.



 


To signify your confirmation of the information in Section B and
your agreement to the other terms and conditions of this letter, please execute one (1) original of this letter and return to Freddie
Mac both (i) a .pdf form via e-mail (to the attention of Erlita_Shively@freddiemac.com) and (ii) the original of the letter,
in care of


 


Freddie Mac 


8100 Jones Branch Drive 


McLean, Virginia 


Attn:      Erlita
Shively 


Senior Director 


Customer Compliance Management


 


This letter may be executed in one or more counterparts, each of which
shall constitute an original as against any party whose signature appears on it, and all of which shall together constitute a single instrument.
This letter shall become binding when one or more counterparts, individually or taken together, bear the signatures of all parties.


 


We look forward to a continued fruitful relationship with you. If you
have any questions, please contact Erlita Shively at (703) 714-2746.


 


Sincerely,


 


Carl McLaughlin 


Vice President, Operations, Loan Servicing


 


Attachment:     Exhibit A
 – Secured Party Estoppel Certificate


 


[ACKNOWLEDGMENT AND ACCEPTANCE ON FOLLOWING
PAGE]


 








    


     


    

 


ACCEPTED AND AGREED TO:


 


WALKER & DUNLOP, LLC


 


	By:  	 	 
	Name:   	 	 
	Title:  	 	 
	Date: 	 	 



 


	WALKER & DUNLOP, INC.	 



 


	By: 	 	 
	Name:    	 	 
	Title: 	 	 
	Date:	 	 



 


Walker & Dunlop, Inc. 

Freddie Mac – Consent 

Signature Page


  






    


     


    

  


EXHIBIT A


 


SECURED PARTY ESTOPPEL CERTIFICATE


 


This SECURED PARTY ESTOPPEL CERTIFICATE (this “Certificate”)
is being delivered by JPMorgan Chase Bank, N.A., as administrative agent on behalf of a syndicate of financial institutions and other
entities ( “Secured Party”), to Federal Home Loan Mortgage Association (“Freddie Mac”), as of __________,
20__ (the “Effective Date”) [EFFECTIVE DATE TO BE INSERTED UPON EXECUTION], to represent, warrant, and confirm
certain terms of Secured Party’s senior secured term loan facility (the “Credit Facility”) with Walker &
Dunlop, Inc. (“Credit Facility Borrower”), which is the sole member of Walker & Dunlop, LLC (“Seller/Servicer”)
entered into as of the Effective Date, including the pledge by Credit Facility Borrower of 100% of its ownership interests in certain
subsidiaries, including Seller/Servicer (the “Pledge of Ownership Interests”), and of the servicing income of Seller/Servicer
(together with the Pledge of Ownership Interests, the “Pledge”).


 


Capitalized terms used but not otherwise defined in this Certificate
will have the meanings ascribed to them in the Freddie Mac Multifamily Seller/Servicer Guide (the “Guide”).


 


Secured Party hereby acknowledges, represents, certifies, and covenants
that each of the following statements is true, correct, and complete as of the Effective Date:


 


		1.	Neither Seller/Servicer, nor any Seller/Servicer affiliate, has granted or will grant to Secured Party or any other party under the
Credit Facility pursuant to the documents evidencing or securing the Credit Facility (the “Credit Facility Documents”)
and the Credit Facility Documents specifically exclude, any lien on



 


		a.	any right, obligation or other interest of Seller/Servicer or any Seller/Servicer affiliate under the Guide or any agreements between
Seller/Servicer and Freddie Mac (together with the Guide, the “Freddie Mac Contracts”), other than the right to receive
payment of all servicing income (including ancillary income and servicing fees) actually received, respectively, by a Seller/Servicer
or the Credit Facility Borrower with respect to the Freddie Mac Mortgaged Loans (as defined below) serviced at any time and from time
to time under the respective Freddie Mac Contracts, together with any other income (including all servicing fees, ancillary income and
any excess servicing rights or retained yield and any and all other income that may be related to servicing activities that is payable
to Seller/Servicer or Credit Facility Borrower thereunder) received on account of payments made by a third party (other than Freddie Mac)
thereunder (except to the extent that any such Income is required by contract or Applicable Law to be transferred or applied by such Seller/Servicer
to or for the benefit of any other Person), which rights are subject to and subordinate to all of the rights and remedies of Freddie Mac
thereunder, including without limitation the right of Freddie Mac to retain all or some portion of servicing compensation upon a termination
of servicing pursuant to Section 4.6 of the Guide, notwithstanding any provisions of the Credit Facility which may provide for Secured
Party rights in accrued and earned servicing compensation;



 






    


     


    

 


		b.	any right, title or interest of Seller/Servicer or any Seller/Servicer affiliate in or to any loan (including, without limitation,
any promissory note with respect thereto or any related mortgaged property or other collateral therefor) that has been sold, transferred,
committed, or pledged to or on behalf of Freddie Mac pursuant to any Freddie Mac Contract (any “Freddie Mac Mortgage Loan”);



 


		c.	any custodial, clearing, suspense, escrow, or other accounts in which Seller/Servicer or any Seller/Servicer affiliate deposits or
holds funds received from borrowers under Freddie Mac Mortgage Loans, and any funds held in such accounts;



 


		d.	books and records related to the foregoing items (a), (b), and (c);



 


		e.	any “accounts”, “chattel paper”, “commercial tort claims”, “documents,” “equipment”,
 “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”,
 “letter of credit rights”, or “securities accounts” (as each of those terms is defined in the Uniform Commercial
Code) related to the foregoing items (a), (b), (c), and (d);



 


		f.	any other assets or properties now owned or at any time hereafter acquired by Seller/Servicer or any Seller/Servicer affiliate that
relate in any respect to the foregoing items (a), (b), (c), and (d).



 


		2.	No provision of any Credit Facility Document prohibits or otherwise limits Seller/Servicer or any Seller/Servicer affiliate from amending,
restating, supplementing, modifying, or waiving any default by a borrower or other underlying obligor under, any Freddie Mac Mortgage
Loan, or inhibits, limits, or directs in any way the actions of Seller/Servicer or any Seller/Servicer affiliate with respect to the servicing
of any Freddie Mac Mortgage Loan, or with respect to any duties and obligations of Seller/Servicer or any Seller/Servicer affiliate with
respect to the servicing of Freddie Mac Mortgage Loans.



 


		3.	No provision of any Credit Facility Document prohibits or otherwise limits Seller/Servicer or any Seller/Servicer affiliate from consenting
to or otherwise effecting or implementing any amendment, restatement, supplement, or other modification to or of any Freddie Mac Contract,
consistent with modifications generally applicable to the Freddie Mac Contracts or to a Freddie Mac Seller/Servicer, if such amendment,
restatement, supplement, or other modification is required or requested by Freddie Mac. Secured Party’s consent will not be required
prior to modification of the Guide or modification of any Freddie Mac Contract by Freddie Mac and Seller/Servicer, and such modification
without Secured Party’s consent will not constitute a breach of the Credit Facility Documents by Seller/Servicer.



 






    -2-


     


    

 


		4.	No provision of any Credit Facility Document obligates Seller/Servicer or any Seller/Servicer affiliate to deliver to Secured Party an original or copy of any audit, lender assessment report, or other internal review of Seller/Servicer prepared by Freddie Mac.



 


		5.	If Secured Party exercises any rights or remedies under the Credit Facility Documents with respect to any assets or properties of
Seller/Servicer or any Seller/Servicer affiliate, unless and until the selling and Servicing approval of Seller/Servicer has been terminated
under Chapter 4 of the Guide, and there has been a complete transfer of the terminated Servicing to one or more Freddie Mac Multifamily
Approved Seller/Servicers in good standing, in exercising such rights and remedies, neither Secured Party nor any party acting on its
behalf will take any action pursuant to the Credit Facility Documents that could reasonably be expected to prevent Seller/Servicer from
continuing to perform its obligations under the Freddie Mac Contracts and continuing its operations relating thereto substantially as
conducted prior to such exercise of remedies, without material change in processes, systems, or personnel in a manner that is reasonably
likely to



 


		a.	have a material adverse effect on the performance by Seller/Servicer of any of its respective duties or obligations under the Guide
or any of the other Freddie Mac Contracts (including, without limitation, any duties and obligations with respect to servicing of Freddie
Mac Loans) or



 


		b.	cause Seller/Servicer not to be an eligible Seller/Servicer under the Guide.



 


		6.	Secured Party acknowledges that Freddie Mac has not waived, superseded, limited, or modified in any manner any rights of Freddie Mac
under the Guide. Without limitation of the foregoing, notwithstanding any consent of Freddie Mac to the Pledge, such consent will not
waive, limit, or modify in any respect any rights of Freddie Mac (1) under Chapter 3 of the Guide with respect to change notification,
prior written approval, and Seller/Servicer organizational change reporting requirements, or (2) under Chapter 4 of the Guide with
respect to probation, suspension, or termination at any time hereafter, with or without cause, of Seller/Servicer under any of the Freddie
Mac Contracts.



 


		7.	Any enforcement of any lien created by the Pledge of Ownership Interests must comply with all requirements of the Guide, including
without limitation compliance with all notice, prior written approval, and reporting requirements under Chapter 3, at the time such lien
is to be enforced. With respect to any requirement under the Guide for Freddie Mac’s approval, such approval will be in Freddie
Mac’s sole and absolute discretion.



 


		8.	Secured Party will not agree to any modification of any of the Credit Facility Documents that would cause any statement in this Certificate
to be untrue.



 


		9.	Each individual Person who executes this Certificate on behalf of Secured Party has all requisite knowledge and authority necessary
to bind Secured Party.



 


Secured Party hereby executes this Certificate as of the Effective
Date.


 






    -3-


     


    

 


JPMORGAN CHASE BANK, N.A., as Administrative Agent


 


	By: 	 	 
	 	 	 
	Name:    	 	 
	 	 	 
	Title: 	 	 
	 	 	 
	Date:	 	 


 


 



    -4-


     


    

 


Exhibit VII


 


Form of
APPLICABLE Investor AGENCY Consent


 


Not Applicable


   








    Schedule VI-1