This Amendment No. 1 (this Amendment) to the Amended and Restated Base Indenture (as defined below) is entered into as of October 29, 2019, by and among LOANDEPOT GMSR MASTER TRUST, as issuer (the Issuer), CITIBANK, N.A., as indenture trustee (the Indenture Trustee), LOANDEPOT.COM, LLC (loanDepot), as administrator (in such capacity, the Administrator) and as servicer (in such capacity, the Servicer) and CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (CSFB), as administrative agent (the Administrative Agent), and is acknowledged and agreed to by PENTALPHA SURVEILLANCE LLC, as credit manager (the Credit Manager). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Existing Base Indenture (as defined below).
W I T N E S S E T H:
WHEREAS, the Issuer, Citibank, as Indenture Trustee, as calculation agent (in such capacity, the Calculation Agent), as paying agent (in such capacity, the Paying Agent) and as securities intermediary (in such capacity, the Securities Intermediary), the Administrator, the Servicer, and the Administrative Agent are parties to that certain Amended and Restated Base Indenture dated as of October 31, 2018 (as amended, restated, supplemented, or otherwise modified from time to time, the Existing Base Indenture), as consented to by the Credit Manager and Credit Suisse AG, Cayman Islands Branch, as Noteholder of 100% of the Outstanding VFNs;
WHEREAS, the Issuer, the Indenture Trustee, the Administrator, the Servicer and the Administrative Agent have agreed, subject to the terms and conditions of this Amendment, that the Existing Base Indenture be amended to reflect certain agreed upon revisions to the terms of the Existing Base Indenture;
WHEREAS, pursuant to Section 12.1(b) of the Existing Base Indenture, the Issuer, the Administrator, the Servicer, the Administrative Agent and the Indenture Trustee may amend the Existing Base Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of the Existing Base Indenture, without the consent of any of the Noteholders or any other Person, upon (i) delivery of an Issuer Tax Opinion, (ii) delivery to the Indenture Trustee of an Officers Certificate to the effect that the Issuer reasonably believes that such amendment could not have a material Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material Adverse Effect at any time in the future, and (iii) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes;
WHEREAS, as of the date hereof and prior to the execution of this Amendment, there is no Note Rating Agency;
WHEREAS, pursuant to Section 12.3 of the Existing Base Indenture, the Issuer shall also deliver to the Indenture Trustee an Opinion of Counsel stating that the execution of such amendment to the Existing Base Indenture is authorized and permitted by the Existing Base Indenture and that all conditions precedent thereto have been satisfied (the Authorization Opinion), and pursuant to Section 1.3 of the Existing Base Indenture, the Issuer shall deliver an Officers Certificate stating that all conditions precedent, if any, provided for in the Existing Base Indenture relating to a proposed action have been complied with and (2) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with; and
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