NINTH AMENDMENT AND WAIVER TO CREDIT AND SECURITY AGREEMENT
THIS NINTH AMENDMENT AND WAIVER TO CREDIT AND SECURITY AGREEMENT (this Amendment) is entered into as of December 21, 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 January 12, 2018, Borrower executed a Seventh Amended and Restated Promissory Note in the principal amount of $125,000,000 in favor of Lender, evidencing the Loan (the Original Note).
C. Borrower and Lender have agreed to decrease the maximum amount of the Loan in an amount equal to $75,000,000, after which the maximum outstanding principal balance of the Loan as of the Effective Date (as hereinafter defined) shall be $50,000,000.
D. Borrower has requested that Lender amend the original Note as provided in the Eighth Amended and Restated Promissory Note being delivered in connection herewith (the Amended and Restated Note).
E. The following Event of Default has occurred and is continuing under Section 10.1(b) of the Loan Agreement: Borrower failed to maintain a Debt Service Coverage Ratio as of the last day of the fiscal quarter ending September 30, 2018 in compliance with Section 9.4 of the Loan Agreement (the Existing Event of Default).
F. By reason of the Existing Event of Default, the Lender is authorized to exercise all remedies available to it under the Loan Agreement and the other Loan Documents and applicable law.
G. Borrower has requested that the Lender, and the Lender has agreed to, waive the Existing Event of Default subject to the terms and conditions set forth in this Agreement.
H. Borrower has requested that Lender amend the Loan Agreement as provided below.
I. Borrower and Lender desire to amend the Loan Documents, subject to the terms, conditions, and representations set forth herein, as requested by Borrower.
J. 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:
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Amendments to Loan Agreement. Subject to the satisfaction of the conditions set forth herein, the Loan Agreement is amended as follows:
(a) The Loan Agreement is hereby amended as reflected in Annex A attached hereto.