Part 5

Find. Section 9.3 of the Existing Master Repurchase Agreement is hereby amended by deleting subsections (g), (m) and (n) in their entirety and replacing them with the following:

(g) one change in any issue value to almost any underwriting assistance pertaining so you can Eligible Mortgages hereunder, otherwise correspondent recommendations (also, in place of limitation the fresh new correspondent acceptance process) out of Supplier that are offered since the brand new Effective Big date;

(m) despite the original sentence for the Point plus in one skills no later than simply thirty (30) days? previous composed find to Client, one (i) switch to the region of the chief executive place of work/chief place of business of one given inside the Point 8.1(t), (ii) change in title, label otherwise business structure (or the equivalent) or change in the location where Merchant keeps their facts having esteem for the Ordered Assets otherwise one Bought Activities, or (iii) reincorporation otherwise reorganization off Provider beneath the laws and regulations of another legislation;

(n) any (i) material non-economic sanctions levied facing Provider; (ii) charges or costs levied against Supplier more than $[***] truly obtain down seriously to Seller?s methods otherwise omission to act; (iii) any change in Recognition reputation of Supplier otherwise (iv) the start of every question non-regimen Company Audit, analysis or perhaps the place of every step facing Supplier, during the each matter-of conditions (i), (ii) and you will (iv), of the one Department, HUD, this new FHA, the fresh Virtual assistant and/or RD otherwise people supervisory or regulating Political Expert supervising otherwise managing the new origination otherwise repair regarding mortgages by, or even the issuer otherwise vendor standing regarding, Seller;

9.18 Helpful Possession Qualification. Seller shall at all times either (i) ensure that the Seller has delivered to Buyer a Beneficial Ownership Certification, if applicable, and that the information contained therein is true and correct in all respects, or (ii) deliver to Buyer an updated Beneficial Ownership Certification within five (5) Business Days following the date on which the information contained in any previously delivered Beneficial Ownership Certification ceases to be true and correct in all respects.

10.1 Debt. Seller shall not incur any additional material Debt in excess of $[***] without the prior written consent of Buyer, other than (i) the Existing Debt, (ii) Debt incurred in connection with a repurchase agreement, warehouse facility or similar credit facility or mortgage servicing or servicing advance facility, (iii) Debt incurred with Buyer or its Affiliates, and (iv) usual and customary accounts payable for a mortgage company.

Point 4

10.3 Debt and Subordinated Loans. Seller shall not, either directly or indirectly, without the prior written consent of Buyer, pay any Debt or Subordinated Debt if such payment shall cause a Potential Default or Event of Default. Further, if an Event of Default shall have occurred and for as long as such is occurring, Seller shall not, either directly or indirectly, without the prior written consent of Buyer, make any payment of any kind thereafter on such Debt or Subordinated Debt until all obligations of Seller hereunder have been paid and performed in full.

SECTION 7. Purchases having Affiliates. Section 10.7 of the Existing Master Repurchase Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

10.7 Deals which have Affiliates. Other than with respect to a Permitted Affiliate Transaction, Seller shall not, directly or indirectly, enter into any transaction with its Affiliates, without the prior written consent of Buyer, including, without limitation, (a) transferring, selling, pledging, assigning or otherwise disposing of any of its assets to or on behalf of an Affiliate, (b) purchasing or acquiring assets from an Affiliate, bad credit installment loans Nevada or (c) paying management fees to or on behalf of an Affiliate; provided, however, that Seller may, without the