AMENDMENT NO. 1
TO MORTGAGE LOAN PARTICIPATION SALE AGREEMENT
Amendment No. 1 to the Mortgage Loan Participation Sale Agreement, dated as of August 4, 2017 (this Amendment) between JPMorgan Chase Bank, National Association (the Purchaser) and loanDepot.com, LLC (the Seller).
The Purchaser and the Seller are parties to that certain Mortgage Loan Participation Sale Agreement, dated as of August 15, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the Existing Participation Agreement); as further amended by this Amendment, the Participation Agreement). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Participation Agreement.
The Purchaser and the Seller have agreed, subject to the terms and conditions of this Amendment, that the Existing Participation Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Participation Agreement.
Accordingly, the Purchaser and the Seller hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Participation Agreement is hereby amended as follows:
SECTION 1. Amendments; Agreements. The Existing Participation Agreement is hereby amended by deleting Section 11(a) in its entirety and replacing it with the following:
(a) This Agreement shall continue in effect until the earliest of (i) August 13, 2018, and (ii) at Purchasers option, upon the occurrence of a Servicing Termination Event; provided, however, that no termination will affect the obligations hereunder as to any Transaction then outstanding. A Transaction shall be deemed outstanding (each, an Outstanding Transaction) during the period commencing on the effective date of such Transaction and continuing until the later of (i) the date of the expiration (or early termination) of the relevant Interim Servicing Period and (as applicable) the effective transfer of Servicing Rights to a Designated Servicer or (ii) the expiration of the time period for the exercise of Purchasers rights and remedies pursuant to subclause (v) of the definition of Transaction. Notwithstanding the foregoing or any other provision of this Agreement, Sellers liability for Purchasers claims for damages hereunder and liability for Sellers indemnities, representations and warranties contained herein shall survive any termination of this Agreement.
SECTION 2. Acknowledgment. For the avoidance of doubt, the Purchaser and Seller hereby acknowledge and agree that all other terms and conditions set forth in the Existing Participation Agreement remain unchanged and are in full force and effect.