Part 5

Notice. 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) people change in one material respect to virtually any underwriting guidelines relevant so you’re able to Qualified Mortgage loans hereunder, or correspondent recommendations (also, instead of limit brand new correspondent acceptance procedure) from Seller available by the Active Day;

(m) despite the initial phrase of Area as well as in any enjoy no later on than just thirty (30) days? previous authored see to help you Buyer, one (i) change to the region of the leader work environment/chief office out of you to definitely specified in Section 8.1(t), (ii) improvement in the name, identity otherwise business framework (and/or similar) otherwise improvement in the location where Merchant maintains the information having regard on Bought Assets or one Ordered Items, otherwise (iii) reincorporation otherwise reorganization out of Supplier underneath the laws of another legislation;

(n) one (i) situation low-financial sanctions levied facing Vendor; (ii) charges otherwise installment loans for bad credit in Hamilton MO fees levied against Provider over $[***] really incurred down to Provider?s tips or omission to behave; (iii) any improvement in Recognition standing out of Supplier otherwise (iv) the commencement of every situation low-regimen Department Review, analysis or the establishment of any action facing Seller, when you look at the for every matter-of clauses (i), (ii) and you will (iv), from the people Institution, HUD, the fresh FHA, the brand new Virtual assistant or the RD or any supervisory or regulatory Governmental Power managing otherwise regulating the new origination or upkeep off mortgages of the, or perhaps the issuer otherwise vendor standing of, Seller;

9.18 Of good use Possession Certification. 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 Financial obligation. 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 Financial obligation and you can Subordinated Obligations. 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. Transactions with 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 Purchases that 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, or (c) paying management fees to or on behalf of an Affiliate; provided, however, that Seller may, without the