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) any improvement in any situation esteem to your underwriting assistance relevant to Eligible Mortgages hereunder, or correspondent assistance (including, without limit the new correspondent approval processes) out-of Provider available as of the new Energetic Big date;

(m) in spite of the initial phrase of this Part and also in one experience no later on than just 30 (30) days? prior created find to Customer, one (i) change to the location of the chief executive work environment/captain place of business out of you to definitely given within the Area 8.1(t), (ii) improvement in the name, term otherwise business design (or the comparable) or change in the region where Supplier keeps the suggestions having esteem towards the Purchased Possessions or any Bought Items, otherwise (iii) reincorporation otherwise reorganization of Vendor in rules of another legislation;

(n) any (i) point low-monetary sanctions levied against Supplier; (ii) penalties or charge levied facing Seller in excess of $[***] privately obtain right down to Vendor?s actions or omission to behave; (iii) people improvement in Approval reputation regarding Merchant or (iv) the commencement of any material non-program Institution Review, study or perhaps the business of any step up against Supplier, from inside the for each and every matter-of clauses (i), (ii) and you can (iv), by people Company, HUD, the brand new FHA, the fresh Va and/or RD otherwise any supervisory or regulating Political Authority managing otherwise regulating the new origination or servicing out-of mortgage loans because of the, or perhaps the issuer otherwise provider status out-of, Seller;

9.18 Useful Control Degree. 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 cuatro

10.3 Loans and you may 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. 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 Transactions that have Associates. 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