THIS INDENTURE (as amended, supplemented, restated, or otherwise modified from time to time, the Indenture), is made and entered into as of September 24, 2020 (the Closing Date) by and among LOANDEPOT AGENCY ADVANCE RECEIVABLES TRUST, a statutory trust organized under the laws of the State of Delaware (the Issuer), CITIBANK, N.A., a national banking association (Citibank), in its capacity as Indenture Trustee (the Indenture Trustee), and as Calculation Agent, Paying Agent, Custodian and Securities Intermediary (in each case, as defined below), LOANDEPOT.COM, LLC, a limited liability company organized in the State of Delaware, as servicer (Servicer) and as administrator (Administrator), and JPMORGAN CHASE BANK, N.A., a national banking association (JPMorgan), as Administrative Agent (as defined below).
RECITALS OF THE ISSUER
The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of its Variable Funding and Term Notes to be issued in one or more Series and/or Classes.
All things necessary to make this Indenture a valid agreement of the Issuer, in accordance with its terms, have been done.
Subject to the terms and conditions set forth in this Indenture and the terms and provisions of the applicable Consent, the Issuer hereby Grants to the Indenture Trustee for the benefit and security of (a) the Noteholders, (b) each Derivative Counterparty, if any, and/or each Supplemental Credit Enhancement Provider, if any, and/or each Liquidity Provider, if any, that is a party to any Derivative Agreement, Supplemental Credit Enhancement Agreement or Liquidity Facility, as applicable, entered into in connection with the issuance of a Series of Notes, in each case to the extent that the related Derivative Agreement, Supplemental Credit Enhancement Agreement or Liquidity Facility expressly states that such Derivative Counterparty, Supplemental Credit Enhancement Provider or Liquidity Provider, as the case may be, is entitled to the benefit of the Collateral, and (c) the Indenture Trustee, in its individual capacity (the Persons identified in clauses (a), (b) and (c), 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 wheresoever 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 (A) existing as of the Cut-off Date in, to and under the Initial Receivables, and (B) in, to and under any Additional Receivables, and (C) in the case of both Initial Receivables and Additional Receivables, 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, without limitation, any proceeds of any Sales)), together with all rights of the Issuer, as the assignee of the Receivables Seller, to enforce such Receivables (and including any Indemnity Payments made with respect to the Receivables for which a payment is made by the Issuer, the Depositor or the Receivables Seller as described in Section 2.3);