Section 5

Observe. 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 improvement in one matter respect to your underwriting advice relating so you’re able to Eligible Mortgage loans hereunder, or correspondent advice (along with, versus restriction new correspondent acceptance techniques) off Merchant that are available as of the Energetic Day;

(m) notwithstanding the initial sentence associated with Section plus in one event zero afterwards than thirty (30) days? earlier in the day created notice so you’re able to Visitors, people (i) change to the region of its chief executive work environment/head office out-of one specified within the Point 8.1(t), (ii) improvement in the name, title otherwise business structure (and/or comparable) or change in the spot in which Merchant retains the suggestions which have regard with the Purchased Property or one Ordered Points, otherwise (iii) reincorporation or reorganization regarding Provider under the laws of some other legislation;

(n) people (i) procedure non-financial sanctions levied up against Merchant; (ii) charges or charges levied facing Supplier in excess of $[***] actually sustained down seriously to Supplier?s methods otherwise omission to do something; (iii) people improvement in Approval reputation from Supplier or (iv) the start of every matter non-regimen Agencies Audit, studies and/or establishment of any action facing Provider, in for every matter-of conditions (i), (ii) and you may (iv), of the people Institution, HUD, this new FHA, brand new Virtual assistant and/or RD otherwise one supervisory or regulatory Political Authority managing otherwise regulating the newest origination or maintenance of mortgage California personal funding loans loans because of the, and/or issuer or supplier position out-of, Seller;

9.18 Useful 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 Personal 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 Loans 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 that have 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 Transactions with 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, or (c) paying management fees to or on behalf of an Affiliate; provided, however, that Seller may, without the