AMENDMENT NO. 5 TO
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
This AMENDMENT NO. 5 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (this Amendment) is made and entered into as of January 26, 2018 by and between Bank of America, N.A. (Buyer) and loanDepot.com, LLC (Seller). This Amendment amends that certain Amended and Restated Master Repurchase Agreement by and between Buyer and Seller, dated as of July 17, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the Agreement).
R E C I T A L S
Buyer and Seller have previously entered into the Agreement pursuant to which Buyer may, from time to time, purchase certain mortgage loans from Seller and Seller agrees to sell certain mortgage loans to Buyer under a master repurchase facility. Buyer and Seller hereby agree that the Agreement shall be amended as more fully provided herein.
In consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree as follows:
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Amendments. Effective as of January 26, 2018 (the Effective Date), the Agreement is hereby amended as follows:
(a) Exhibit A to the Agreement is hereby amended by deleting the definition of Calculation Period in its entirety and replacing it with the following:
Calculation Period: With respect to: (a) the initial Payment Date on which an Unused Facility Fee is due, the period beginning on the Effective Date and ending on the last day of the quarter in which such Effective Date occurs, (b) the initial Payment Date on which Additional Jumbo Aggregation Price Differential is due, the period beginning on January 26, 2018 and ending on the last day of the related calendar quarter, (c) for each subsequent Payment Date on which an Unused Facility Fee or Additional Jumbo Aggregation Price Differential is due, the prior calendar quarter and (d) with respect to the date this Agreement is terminated pursuant to the terms herein, the period beginning on the first day of the quarter in which such termination is to occur and ending on the Expiration Date.
(b) Section 7.2 of the Agreement is hereby amended by (1) deleting and at the end of clause (g) thereof, (2) deleting . at the end of clause (h) thereof and replacing it with ; and and (3) inserting the following new clause immediately thereafter:
(i) Buyer will not enter into Transactions with respect to Jumbo Aggregation Mortgage Loans on March 26, 2018 and thereafter unless the Jumbo Aggregation Mortgage Loan Condition Subsequent shall have been satisfied.
(c) Exhibit A to the Agreement is hereby amended by inserting the following new definitions in their appropriate alphabetical order:
Additional Jumbo Aggregation Price Differential: The additional Price Differential in respect of Jumbo Aggregation Mortgage Loans payable by Seller quarterly in arrears on the Payment Date following each Calculation Period; provided, however, that no Additional Jumbo Aggregation Price Differential shall be due on a Payment Date if the Non-Aggregation Quarterly Utilization during such Calculation Period was greater than the specified percentage set forth in the Transactions Terms Letter.
Jumbo Aggregation Mortgage Loan: Unless defined otherwise in the Transactions Terms Letter, a Jumbo Mortgage Loan or Cooperative Loan that (i) Seller is aggregating for purposes of consummating a securitization transaction, and (ii) meets the transaction requirements set forth on the Schedules attached to the Transactions Terms Letter.