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) people change in any thing admiration to virtually any underwriting recommendations relating in order to Eligible Mortgage loans hereunder, or correspondent assistance (along with, rather than maximum the fresh new correspondent recognition processes) off Seller that exist as of the brand new Active Go out;

(m) notwithstanding the initial sentence regarding the Section and also in people enjoy zero later on than simply thirty (30) days? past authored observe so you’re able to Consumer, people (i) switch to the spot of the leader workplace/master place of business of that given in Area 8.1(t), (ii) change in the name, name otherwise business structure (or perhaps the comparable) or change in the location in which Merchant maintains their suggestions which have admiration to the Purchased Assets or people Ordered Facts, otherwise (iii) reincorporation or reorganization regarding Seller within the statutes of some other legislation;

(n) any (i) thing non-economic sanctions levied up against Merchant; (ii) punishment or costs levied facing Seller over $[***] yourself incurred as a result of Vendor?s procedures or omission to behave; (iii) people change in Acceptance updates regarding Provider or (iv) the beginning of every matter low-routine Company Review, investigation or even the institution of any step up against Merchant, for the for every matter-of conditions online installment loans Georgia (i), (ii) and you will (iv), by any Department, HUD, new FHA, this new Virtual assistant or even the RD or people supervisory or regulatory Political Expert supervising otherwise managing the latest origination otherwise upkeep out of mortgages of the, or perhaps the issuer or seller updates out-of, Seller;

9.18 Of good use 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.

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10.3 Financial obligation and you can Subordinated Financial obligation. 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. Deals 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 Purchases 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, or (c) paying management fees to or on behalf of an Affiliate; provided, however, that Seller may, without the