Amendment No. 11 to Master Repurchase Agreement, dated October 15, 2019, by and between loanDepot.com, LLC and Bank of America Merrill Lynch

Amendment. Effective as of October 15, 2019, the Agreement is hereby amended as follows:

Section 3.6 of the Agreement is hereby amended by deleting clause (a) thereof in its entirety and replacing it with the following (modified text underlined for review purposes):

Payment of Purchase Price. On the Purchase Date for each Transaction, ownership of the Purchased Mortgage Loans, including the servicing rights related thereto, shall be transferred to Buyer against the simultaneous transfer of the Purchase Price to Seller simultaneously with the delivery to Buyer of the Purchased Mortgage Loans relating to each Transaction. With respect to the Purchased Mortgage Loans being sold by Seller on the Purchase Date, Seller hereby sells, transfers, conveys and assigns to Buyer or its designee without recourse, but subject to the terms of this Agreement, all the right, title and interest of Seller in and to the Purchased Mortgage Loans, including the servicing rights related thereto, together with all right, title and interest in and to the proceeds of any related Purchased Assets. All payments of Purchase Price to Seller will be allocated first to the Participated Facility Amount until the Participated Facility Amount is fully utilized. Subsequent payments of Purchase Price to Seller will be allocated to the Non-Participated Facility Amount. For the avoidance of doubt, allocation of Purchase Price to the Participated Facility Amount or the Non-Participated Facility Amount are solely for purposes of Buyer issuing payments under the Pass-Through Participations as applicable. Any subsequent payments of Purchase Price to Seller and repayments of Repurchase Price to Buyer shall first be allocated to the Non-Participated Facility Amount.

Section 4.1 of the Agreement is hereby amended by adding the following clause (c) immediately following clause (b) thereof:

All payments of Repurchase Price to Buyer shall be allocated first to the Non-Participated Facility Amount until the aggregate outstanding Purchase Price in respect of the Non-Participated Facility Amount is reduced to zero. Once the aggregate outstanding Purchase Price in respect of the Non-Participated Facility Amount is reduced to zero, subsequent payments of Repurchase Price to Buyer will be allocated to the Participated Facility Amount.

Section 5.1 of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following (modified text underlined for review purposes):

Section 6.3(b) of the Agreement is hereby amended by adding the following provision to the end of such Section:

Section 7.2 of the Agreement is hereby amended by deleting clause (c) thereof in its entirety and replacing it with the following (modified text underlined for review purposes):

Seller shall have paid all Facility Fees, Unused Facility Fees and Minimum Facility Amount Spread Maintenance Premium that are due;

Exhibit A of the Agreement is hereby amended by deleting the definition of “Calculation Period” thereof in its entirety and replacing it with the following (modified text underlined for review purposes):

Exhibit A to the Agreement is hereby further amended by adding the following definitions in the approporiate alphabetical order:

No Other Amendments; Conflicts with Previous Amendments. Other than as expressly modified and amended herein, the Agreement shall remain in full force and effect and nothing herein shall affect the rights and remedies of Buyer as provided under the Agreement. To the extent any amendments to the Agreement contained herein conflict with any previous amendments to the Agreement, the amendments contained herein shall control.

Capitalized Terms. Any capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to such term in the Agreement.

Representations. In order to induce Buyer to execute and deliver this Amendment, Seller hereby represents to Buyer that as of the date hereof, after giving effect to this Amendment, (i) Seller is in full compliance with all of the terms and conditions of the Principal Agreements and remains bound by the terms thereof, and (ii) no Potential Default or Event of Default has occurred and is continuing under the Principal Agreements.

Governing Law. This Amendment shall be construed in accordance with the laws of the State of New York without regard to any conflicts of law provisions (except for Section 5-1401 of the New York General Obligations Law which shall govern). All legal actions between or among the parties regarding the Agreement, including, without limitation, legal actions to enforce the Agreement or because of a dispute, breach or default of the Agreement, shall be brought in the federal or state courts located in New York County, New York, which courts shall have sole and exclusive in personam, subject matter and other jurisdiction in connection with such legal actions and the parties acknowledge and agree that venue in such courts shall be convenient and appropriate for all purposes.

Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

Counterparts. For the purpose of facilitating the execution of this Amendment, and for other purposes, this Amendment may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. Facsimile signatures shall be deemed valid and binding to the same extent as the original.