WHEREAS, pursuant to the PC Repurchase Agreement, loanDepot, as Repo Seller, has sold to the Issuer, as Repo Buyer, all of its right, title and interest in, to and under the LD Excess Spread PC;
WHEREAS, on the Closing Date, the parties entered into the Original Indenture, providing for, among other things, the Issuers authority to issue different Series of Notes from time to time, on the terms and subject to the conditions set forth therein;
WHEREAS, the Issuer has duly authorized the execution and delivery of this Base Indenture to provide for the issuance of its Variable Funding Notes and Term Notes and the potential future issuance of additional Notes, in each case to be issued in one or more Series and/or Classes, as is or will be specified in the related Indenture Supplement for such Series;
WHEREAS, any proceeds from any Notes shall be used for general corporate purposes; and
WHEREAS, all things necessary to make this Base Indenture a valid agreement of the Issuer, in accordance with its terms, have been done.
NOW, THEREFORE, in consideration of the mutual agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.
Subject to the interests of Ginnie Mae as set forth below and in the Acknowledgment Agreement, the Issuer hereby reaffirms the Grants and pledges of the security interest in the Collateral pursuant to the Original Indenture. The Issuer further hereby reaffirms the Grant to the Indenture Trustee for the benefit and security of the Noteholders, and solely with respect to the Expense Reserve Account, to the Indenture Trustee, in its individual capacity (each, a Secured Party and collectively, the Secured Parties), a security interest in all its right, title and interest in and to the following, whether now owned or hereafter acquired and wherever located (collectively, the Collateral), and all monies, securities, instruments, accounts, general intangibles, payment intangibles, goods, letter of credit rights, chattel paper, financial assets, investment property (the terms in quotations are defined in the UCC) and other property consisting of, arising from or relating to any of the following:
(i) all right, title and interest of the Issuer in, to and under (A) the LD Excess Spread PC and (B) all monies due or to become due thereon, and all amounts received or receivable with respect thereto, and all proceeds thereof (including proceeds as defined in the UCC in effect in all relevant jurisdictions, including all amounts collected by the Servicer or any Subservicer on its behalf for servicing compensation and Advance Reimbursement Amounts (not including Ancillary Income) under any Participation Certificate);
(ii) all right, title and interest of the Issuer in, to and under any Pledged Eligible Securities, and all monies due or to become due thereon, and all amounts received or receivable with respect thereto, and all proceeds thereof (including proceeds as defined in the UCC in effect in all relevant jurisdictions);