Seventh Amendment to Credit and Security Agreement, dated as of January 12, 2018, between loanDepot.com, LLC and NEXBANK SSB

Exhibit 10.17.7

SEVENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT

THIS SEVENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of January 12, 2018 between LOANDEPOT.COM, LLC, a Delaware limited liability company (“Borrower”), and NEXBANK SSB (with its participants, successors and assigns, “Lender”).

R E C I T A L S

A. Borrower and Lender are parties to that certain Credit and Security Agreement dated as of October 29, 2014 (as amended, modified, supplemented, restated or amended and restated from time to time, the “Loan Agreement”). Unless otherwise indicated herein, all terms used with their initial letter capitalized are used herein with their meaning as defined in the Loan Agreement and all Section references are to Sections in the Loan Agreement.

B. On August 7, 2017, Borrower executed a Sixth Amended and Restated Promissory Note in the principal amount of $90,000,000 in favor of Lender, evidencing the Loan (the “Original Note”).

C. Borrower and Lender have agreed to increase the maximum amount of the Loan in an amount equal to $35,000,000, after which the maximum outstanding principal balance of the Loan as of the Effective Date (as hereinafter defined) shall be $125,000,000.

D. Borrower has requested that Lender amend the Loan Agreement as provided below.

E. Borrower has requested that Lender amend the Original Note as provided in the Seventh Amended and Restated Promissory Note being delivered in connection herewith (the “Amended and Restated Note”).

F. Borrower and Lender desire to amend the Loan Documents, subject to the terms, conditions, and representations set forth herein, as requested by Borrower.

G. Borrower and Lender agree to the other terms and provisions provided below, subject to the terms, conditions, and representations set forth herein.

NOW, THEREFORE, in consideration of these premises and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree, as follows:

(a) The following definitions are hereby added to Section 1.1 of the Loan Agreement in the appropriate alphabetical order:

(b) Facility Increase Request” means a notice substantially in the form of Exhibit E attached hereto pursuant to which Borrower requests an increase to the Maximum Commitment in accordance with Section Error! Reference source not found..

“Maximum Commitment” means $125,000,000.

(c) The definition of “Commitment” in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“Commitment” means the obligation of Lender to make Borrowings pursuant to Section 2 in an aggregate principal amount at any time outstanding up to but not exceeding the Maximum Commitment, subject, however, to increase pursuant to Section 2.6 and termination pursuant to Section 10.2.

(d) The definition of “Revolving Credit Note” in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“Revolving Credit Note” means the Seventh Amended and Restated Promissory Note, dated January 12, 2018, made by Borrower payable to the order of Lender, as amended or restated from time to time.

(e) Section 2.6 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

Section 2.6 Increase in the Maximum Commitment.

(a) Lender may, in its sole discretion, at the request of Borrower, increase the Maximum Commitment to the amount requested by the Borrower by increasing its Commitment, subject to the following conditions and Section 1(e)(b):

(i) Borrower has delivered to Lender the Facility Increase Request no less than 10 Business Days prior to the date of the proposed increase;

(ii) The Borrower has executed and delivered to Lender an original replacement Note payable to the order of Lender in the principal amount of the increased Maximum Commitment;

(iii) After giving effect to the increase in the Commitment, the Maximum Commitment will not exceed $150,000,000;

(iv) No Event of Default or Default has occurred and is continuing or would result from such increase in the Maximum Commitment;

(v) No Material Adverse Event has occurred;

(vi) Borrower is in compliance with the financial covenants set forth in Section 9;

(vii) As of the date of such increase, the representations and warranties contained in Section 6 and in each other Loan Document are true and correct in all material respects, with the same force and effect as if made on and as of such date; except to the extent that such representations and warranties specifically refer to any earlier date, in which case they were true and correct as of such earlier date and except that for the purposes of this Section 1(e)(a)(iv), the representations and warranties contained in Section 6.2 will be deemed, as of the date of such increase, to refer to the then-most recent financial statements furnished pursuant to clauses Error! Reference source not found. and Error! Reference source not found., respectively, of Section Error! Reference source not found.;

(viii) Lender has received written consent from Freddie Mac, consenting to the increase to the Maximum Commitment; and

(ix) Lender has provided Borrower with Lender’s written consent to such increase.

(b) Notwithstanding anything else in the foregoing, Lender will not increase its Commitment without Lender’s consent.

(c) If Lender deems it advisable in its sole discretion, Borrower and Lender agree to execute an amendment to this Agreement, in form and substance acceptable to Lender, to document an increase in the Maximum Commitment pursuant to this Section Error! Reference source not found..

(f) A new Exhibit E is hereby added to the Loan Agreement in the form of Exhibit E attached hereto.

(a) Lender shall have received counterparts of this Amendment executed by Borrower, Lender, and each other party set forth on the signature pages hereto, and the original executed Amended and Restated Note;

(b) Lender shall have received written consent from Freddie Mac, consenting to Borrower and Lender entering into this Amendment;

(c) Lender shall have received satisfactory evidence that Borrower has paid the fees and expenses of counsel described in Section 5;

(d) No Default or Event of Default shall have occurred and be continuing or shall result after giving effect to this Amendment;

(e) Lender shall have received (i) an officer’s certificate of an authorized officer of Borrower certifying and attaching true and correct copies of its most recent Constituent documents and (ii) a certified copy, signed by Borrower’s secretary, of a resolution of the board of directors of Borrower authorizing this Amendment and the Amended and Restated Promissory Note;

(f) Lender shall have returned to Borrower, or to Borrower’s attorney to be held in escrow, the original of the Original Note; and

(g) Lender shall have received such other instruments and documents incidental and appropriate to the transactions provided for herein as Lender or its counsel may reasonably request, and all such documents shall be in form and substance satisfactory to Lender (it being agreed that execution of this Amendment by Lender shall evidence that the foregoing conditions have been fulfilled).

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment in multiple counterparts on the date stated on the signature pages hereto, but effective as of Effective Date.

Signature Page to Seventh Amendment