10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to _____

Commission File Number: 001-40003

loanDepot, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware			85-3948939
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
26642 Towne Centre Drive,	Foothill Ranch,	California	92610
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (888) 337-6888

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, $0.001 per value per share	LDI	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 9, 2022, 72,066,120 shares of the registrant’s Class A common stock, par value $0.001 per share, were outstanding. No shares of registrant’s Class B common stock were outstanding, 145,335,993 shares of registrant’s Class C common stock were outstanding and 97,026,671 shares of registrant’s Class D common stock were outstanding.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, including our Vision 2025 plan, technology developments, financing and investment plans, financial condition and liquidity, dividend policy, competitive position, industry and regulatory environment, potential growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” "seek," “should,” “will,” “would” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this report. You should read this report with the understanding that our actual future results may be materially different from what we expect.

Important factors that could cause actual results to differ materially from our expectations are included in Part I, Item 2 “Management's Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A "Risk Factors" in this report as well as Part I, Item 1A “Risk Factors” and Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (“SEC”) on March 18, 2022.

Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

loanDepot, Inc.

Table of Contents

PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021	1
Consolidated Statements of Operations for the three and nine months September 30, 2022 and 2021	2
Consolidated Statements of Equity for the three and nine months ended September 30, 2022 and 2021	3
Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021	5
Notes to Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3. Quantitative and Qualitative Disclosures About Market Risk	54
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	56
Item 1A. Risk Factors	57
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	58
Item 3. Defaults Upon Senior Securities	58
Item 4. Mine Safety Disclosures	58
Item 5. Other Information	58
Item 6. Exhibits	58
Signatures	61

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

loanDepot, Inc.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	September 30, 2022		December 31, 2021
ASSETS	(Unaudited)
Cash and cash equivalents	$	1,143,948	$	419,571
Restricted cash	160,926		201,025
Accounts receivable, net	108,253		56,183
Loans held for sale, at fair value (includes $481,950 and $2,557,490 pledged to creditors in securitization trusts at September 30, 2022 and December 31, 2021, respectively)	2,692,820		8,136,817
Derivative assets, at fair value	316,647		194,665
Servicing rights, at fair value (includes $527,059 and $400,678 pledged to creditors in securitization trusts at September 30, 2022 and December 31, 2021, respectively)	2,030,026		2,006,712
Trading securities, at fair value	97,210		72,874
Property and equipment, net	98,944		104,262
Operating lease right-of-use assets	39,480		55,646
Prepaid expenses and other assets	115,452		140,315
Loans eligible for repurchase	554,892		363,373
Investments in joint ventures	19,938		18,553
Goodwill and intangible assets, net	—		42,317
Total assets	$	7,378,536	$	11,812,313
LIABILITIES AND EQUITY
Warehouse and other lines of credit	$	2,529,436	$	7,457,199
Accounts payable, accrued expenses and other liabilities	716,048		624,444
Derivative liabilities, at fair value	149,837		37,797
Liability for loans eligible for repurchase	554,892		363,373
Operating lease liability	66,122		71,932
Debt obligations, net	2,283,704		1,628,208
Total liabilities	6,300,039		10,182,953
Commitments and contingencies (Note 15)
Class A common stock, $0.001 par value, 2,500,000,000 authorized, 69,720,386 and 38,060,302 issued at September 30, 2022 and December 31, 2021, respectively	$	70	$	38
Class B common stock, $0.001 par value, 2,500,000,000 authorized, none issued at September 30, 2022 and December 31, 2021, respectively	—		—
Class C common stock, $0.001 par value, 2,500,000,000 authorized, 149,130,538 and 172,729,168 issued at September 30, 2022 and December 31, 2021, respectively	149		173
Class D common stock, $0.001 par value, 2,500,000,000 authorized, 97,026,671 and 100,822,084 issued at September 30, 2022 and December 31, 2021, respectively	97		101
Preferred stock, $0.001 par value, 50,000,000 authorized, none issued at September 30, 2022 and December 31, 2021, respectively	—		—
Treasury stock at cost, 1,744,319 and 1,593,366 shares at September 30, 2022 and December 31, 2021, respectively	(13,225)		(12,852)
Additional paid-in capital	778,099		565,073
Retained deficit	(265,567)		(28,976)
Noncontrolling interest	578,874		1,105,803
Total equity	1,078,497		1,629,360
Total liabilities and equity	$	7,378,536	$	11,812,313

See accompanying notes to the unaudited consolidated financial statements.

1

loanDepot, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands except per share amounts)
(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
REVENUES:
Interest income	$	51,202	$	71,020	$	166,888	$	187,625
Interest expense	(41,408)		(56,785)		(121,220)		(165,130)
Net interest income	9,794		14,235		45,668		22,495
Gain on origination and sale of loans, net	156,300		821,275		665,993		2,647,328
Origination income, net	21,268		86,601		119,449		280,824
Servicing fee income	113,544		102,429		341,929		279,738
Change in fair value of servicing rights, net	(38,479)		(138,462)		(140,370)		(327,194)
Other income	11,765		37,678		53,472		116,487
Total net revenues	274,192		923,756		1,086,141		3,019,678
EXPENSES:
Personnel expense	218,819		449,152		861,382		1,523,012
Marketing and advertising expense	42,940		131,971		205,289		355,730
Direct origination expense	19,463		49,559		106,616		146,553
General and administrative expense	83,412		50,013		197,089		149,984
Occupancy expense	9,889		9,686		28,673		28,956
Depreciation and amortization	10,243		8,688		32,110		25,827
Servicing expense	14,221		22,879		46,472		76,731
Other interest expense	36,138		22,823		83,671		57,261
Goodwill impairment	—		—		40,736		—
Total expenses	435,125		744,771		1,602,038		2,364,054
(Loss) income before income taxes	(160,933)		178,985		(515,897)		655,624
Income tax (benefit) expense	(23,451)		24,708		(63,274)		47,210
Net (loss) income	(137,482)		154,277		(452,623)		608,414
Net (loss) income attributable to noncontrolling interests	(77,401)		102,802		(256,873)		503,503
Net (loss) income attributable to loanDepot, Inc.	$	(60,081)	$	51,475	$	(195,750)	$	104,911
(Loss) earnings per share:
Basic	$	(0.37)	$	0.40	$	(1.29)	$	0.82
Diluted	$	(0.37)	$	0.40	$	(1.29)	$	0.82
Weighted average shares outstanding:
Basic	162,464,369		130,297,565		151,803,928		127,941,331
Diluted	162,464,369		130,297,565		151,803,928		127,941,331

See accompanying notes to the unaudited consolidated financial statements.

2

loanDepot, Inc.

CONSOLIDATED STATEMENTS OF EQUITY

(Dollars in thousands)

	Common stock outstanding			Common stock $						Treasury Shares		Additional paid-in capital		Retained Deficit		Non-controlling Interests		Total Equity
	Class A	Class C	Class D	Class A		Class C		Class D
Balance at June 30, 2021	12,541,086	181,268,155	114,978,644	$	13	$	181	$	115	$	—	$	562,658	$	(44,821)	$	1,050,688	$	1,568,834
Deferred taxes and other tax adjustments associated with the Reorganization and IPO	—	—	—	—		—		—		—		1,717		—		—		1,717
Net issuance of common shares under stock based compensation plans	5,443,128	(5,599,513)	—	7		(5)		—		(12,844)		(2)		—		—		(12,844)
Dividends to Class A and Class D shareholders ($0.08 per share)	—	—	—	—		—		—		—		—		(4,668)		(6,095)		(10,763)
Distributions to Class C shareholders	—	—	—	—		—		—		—		—		(6,526)		(8,517)		(15,043)
Stock-based compensation	—	—	—	—		—		—		—		1,102		—		1,495		2,597
Distributions for taxes on behalf of shareholders, net	—	—	—	—		—		—		—		—		(13,279)		(17,332)		(30,611)
Net income	—	—	—	—		—		—		—		—		51,475		102,802		154,277
Balance at September 30, 2021	17,984,214	175,668,642	114,978,644	$	20	$	176	$	115	$	(12,844)	$	565,475	$	(17,819)	$	1,123,041	$	1,658,164
Balance at June 30, 2022	63,593,048	152,191,394	97,026,671	$	65	$	152	$	97	$	(13,087)	$	762,635	$	(205,235)	$	669,236	$	1,213,863
Deferred taxes and other tax adjustments related to conversions and exchanges	—	—	—	—		—		—		—		(2,092)		—		—		(2,092)
Net issuance of common stock under stock-based compensation plans	4,383,019	(3,060,856)	—	5		(3)		—		(138)		15,084		—		(15,085)		(137)
Dividends on unvested Class A RSUs	—	—	—	—		—		—		—		—		(70)		(85)		(155)
Forfeiture of accrued distributions on unvested Class C shares	—	—	—	—		—		—		—		—		139		194		333
Stock-based compensation	—	—	—	—		—		—		—		2,472				2,301		4,773
Distributions for taxes on behalf of shareholders, net	—	—	—	—		—		—		—		—		(320)		(286)		(606)
Net loss	—	—	—	—		—		—		—		—		(60,081)		(77,401)		(137,482)
Balance at September 30, 2022	67,976,067	149,130,538	97,026,671	$	70	$	149	$	97	$	(13,225)	$	778,099	$	(265,567)	$	578,874	$	1,078,497

See accompanying notes to the unaudited consolidated financial statements.

3

loanDepot, Inc.

CONSOLIDATED STATEMENTS OF EQUITY

(Dollars in thousands)

	Common stock outstanding			Common stock $						Treasury Stock		Additional paid-in capital		Retained Deficit		Non-controlling Interests		Total Equity
	Class A	Class C	Class D	Class A		Class C		Class D
Balance at December 31, 2020	—	—	—	$	—	$	—	$	—	$	—	$	—	$	—	$	1,656,613	$	1,656,613
Distributions prior to the Reorganization	—	—	—	—		—		—		—		—		—		(160,617)		(160,617)
Equity compensation prior to the Reorganization	—	—	—	—		—		—		—		—		—		338		338
Net income prior to the Reorganization	—	—	—	—		—		—		—		—		—		294,598		294,598
Deferred taxes and other tax adjustments associated with the Reorganization and IPO	—	—	—	—		—		—		—		(201,653)		—		—		(201,653)
Effect of the Reorganization	2,215,687	181,789,329	121,368,600	2		182		121		—		740,629		—		(740,934)		—
Effect of the IPO	3,850,000	(2,394,000)	(1,456,000)	4		(2)		(2)		—		—		—		—		—
Effect of the Greenshoe	577,500	(359,100)	(218,400)	1		(1)		—		—		—		—		—		—
Net issuance of common stock under stock-based compensation plans	11,341,027	(3,367,587)	(4,715,556)	13		(3)		(4)		(12,844)		(6)		—		—		(12,844)
Dividends to Class A and Class D shareholders ($0.77 per share)	—	—	—	—		—		—		—		—		(40,730)		(58,033)		(98,763)
Distributions to Class C shareholders	—	—	—	—		—		—		—		—		(63,023)		(89,885)		(152,908)
Stock-based compensation	—		—	—		—		—		—		26,505		—		37,506		64,011
Distributions for taxes on behalf of shareholders, net	—		—	—		—		—		—		—		(18,977)		(25,450)		(44,427)
Net income subsequent to the Reorganization and IPO	—		—	—		—		—		—		—		104,911		208,905		313,816
Balance at September 30, 2021	17,984,214	175,668,642	114,978,644	$	20	$	176	$	115	$	(12,844)	$	565,475	$	(17,819)	$	1,123,041	$	1,658,164
Balance at December 31, 2021	36,466,936	172,729,168	100,822,084	$	38	$	173	$	101	$	(12,852)	$	565,073	$	(28,976)	$	1,105,803	$	1,629,360
Deferred taxes and other tax adjustments related to conversions and exchanges	—	—	—	—		—		—		—		(19,835)		—		—		(19,835)
Net issuance of common stock under stock-based compensation plans	31,509,131	(23,598,630)	(3,795,413)	32		(24)		(4)		(373)		227,013		—		(227,017)		(373)
Dividends to Class A and Class D shareholders ($0.08 per share)	—	—	—	—		—		—		—		—		(5,343)		(6,481)		(11,824)
Distributions to Class C shareholders	—	—	—	—		—		—		—		—		(6,199)		(7,471)		(13,670)
Stock-based compensation	—	—	—	—		—		—		—		5,848		—		5,946		11,794
Distributions for taxes on behalf of shareholders, net	—	—	—	—		—		—		—		—		(29,299)		(35,033)		(64,332)
Net loss	—	—	—	—		—		—		—		—		(195,750)		(256,873)		(452,623)
Balance at September 30, 2022	67,976,067	149,130,538	97,026,671	$	70	$	149	$	97	$	(13,225)	$	778,099	$	(265,567)	$	578,874	$	1,078,497

See accompanying notes to the unaudited consolidated financial statements.

4

loanDepot, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Nine Months Ended September 30,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(452,623)	$	608,414
Adjustments to reconcile net (loss) income to net
cash provided by (used in) operating activities:
Depreciation and amortization expense	32,110		25,827
Amortization of operating lease right-of-use asset	17,107		16,932
Amortization of debt issuance costs	12,842		9,382
Gain on origination and sale of loans	(946,506)		(2,856,544)
Gain on sale of servicing rights	(10,548)		(1,453)
Fair value change in trading securities	20,196		—
Provision for loss obligation on sold loans and servicing rights	125,047		12,400
(Decrease) increase in provision for deferred income taxes	(62,733)		37,269
Fair value change in derivative assets	32,223		312,586
Fair value change in derivative liabilities	112,040		(119,270)
Premium (paid) received on derivatives	(154,205)		4,376
Purchase of options contracts	—		(10,383)
Fair value change in loans held for sale	255,716		67,010
Fair value change in servicing rights	(180,136)		224,812
Stock-based compensation expense	11,794		64,349
Change in fair value of contingent consideration	—		(77)
Originations of loans	(46,842,973)		(107,717,154)
Proceeds from sales of loans	52,732,911		107,911,005
Proceeds from principal payments	119,708		119,822
Payments to investors for loan repurchases	(578,010)		(818,011)
Gain on extinguishment of debt	(10,528)		—
Goodwill impairment	40,736		—
Disbursements from joint ventures	8,435		8,765
Other changes in operating assets and liabilities	132,310		41,105
Net cash provided by (used in) operating activities	4,414,913		(2,058,838)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment	(37,613)		(43,830)
Proceeds from sale of servicing rights	689,937		332,931
Cash flows received on trading securities	5,894		617
Investments in joint ventures	(350)		(1,115)
Return of capital from joint ventures	—		189
Net cash flows provided by investing activities	657,868		288,792

See accompanying notes to the unaudited consolidated financial statements.

5

loanDepot, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

(Dollars in thousands)

(Unaudited)

	Nine Months Ended September 30,
	2022		2021
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings on warehouse and other lines of credit	$	52,089,587	$	121,009,551
Repayment of borrowings on warehouse and other lines of credit	(57,017,350)		(119,374,838)
Proceeds from debt obligations	2,106,024		1,179,037
Payments on debt obligations	(1,442,931)		(477,541)
Payments of debt issuance costs	(4,555)		(15,839)
Payments for contingent consideration	—		(113)
Payments on financing lease obligation	—		(1,911)
Treasury stock purchased to net settle and withhold taxes on vested shares	(373)		(12,844)
Dividends and shareholder distributions	(118,905)		(419,732)
Net cash (used in) provided by financing activities	(4,388,503)		1,885,770
Net change in cash and cash equivalents and restricted cash	684,278		115,724
Cash and cash equivalents and restricted cash at beginning of the period	620,596		488,689
Cash and cash equivalents and restricted cash at end of the period	$	1,304,874	$	604,413
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	178,135	$	180,143
Income taxes	23,857		1,923
Supplemental disclosure of noncash investing and financing activities
Operating leases right-of-use assets obtained in exchange for lease liabilities	$	14,677	$	8,501
Trading securities retained in securitizations	50,426		57,031
Purchase of equipment under financing leases	—		168

See accompanying notes to the unaudited consolidated financial statements.

6

loanDepot, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ are in thousands, unless otherwise indicated)

(Unaudited)

NOTE 1 – DESCRIPTION OF BUSINESS, PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements were prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation were included. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. For further information, refer to the consolidated financial statements and footnotes thereto included in the Annual Report of loanDepot, Inc. on Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”).

Nature of Operations

loanDepot, Inc. was incorporated in Delaware on November 6, 2020 to facilitate the initial public offering (“IPO”) of its Class A common stock and related transactions in order to carry on the business of LD Holdings Group, LLC (“LD Holdings”) and its consolidated subsidiaries. loanDepot, Inc.’s common stock began trading on the New York Stock Exchange on February 11, 2021 under the ticker symbol “LDI.” loanDepot, Inc. is a holding company and its sole material asset is its equity interest in LD Holdings. As of September 30, 2022 the consolidated subsidiaries of LD Holdings included loanDepot.com, LLC, (“LDLLC”), Artemis Management, LLC (“ART”), LD Settlement Services, LLC (“LDSS”), mello Holdings, LLC (“Mello”), and mello Credit Strategies LLC (“MCS”). Unless otherwise noted or indicated by the context, the term, the “Company,” refers (1) prior to the consummation of the IPO to LD Holdings and its consolidated subsidiaries, and (2) after the IPO to loanDepot, Inc. and its consolidated subsidiaries, including LD Holdings.

The Company engages in the originating, financing, selling, and servicing of residential mortgage loans, and engages in title, escrow, and settlement services for mortgage loan transactions. The Company derives income primarily from gains on the origination and sale of loans to investors, income from loan servicing, and fees charged for settlement services related to the origination and sale of loans.

Summary of Significant Accounting Policies

Our accounting policies are described below and in Note 1- Description of Business, Presentation and Summary of Significant Accounting Policies, of our audited consolidated financial statements included in our 2021 Form 10-K.

Consolidation and Basis of Presentation

The Company's consolidated financial statements are prepared in accordance with U.S. GAAP as codified in the Financial Accounting Standards Board's (“FASB”) Accounting Standards Codification (“ASC” or the “Codification”).

ASC 250 requires that a change in the reporting entity or the consummation of a transaction accounted for in a manner similar to a pooling of interests, i.e., a reorganization of entities under common control, be retrospectively applied to the financial statements of all prior periods when the financial statements are issued for a period that includes the date the change in reporting entity or the transaction occurred. Prior to the IPO, the Company completed a reorganization where LLC units in LD Holdings held by certain members (“Continuing LLC Members) were exchanged on a one-for-one basis for Class A holding units (“Holdco Units”) and Class C common stock. LD Holdings continues to be a holding company and has no material assets other than its equity interests in its direct subsidiaries consisting of a 99.99% ownership in LDLLC (the majority asset of the group), and 100% equity ownership in ART, LDSS, Mello, and MCS. As a result of the IPO and reorganization, loanDepot, Inc. became a holding company, its sole material asset is its equity interest in LD Holdings and as the sole managing member of LD Holdings, loanDepot, Inc. indirectly operates and controls all of LD Holdings’ business and affairs. The IPO and reorganization were considered transactions between entities under common control. The financial results of LD Holdings and

7

its subsidiaries are consolidated with loanDepot, Inc, and the consolidated net earnings or loss are allocated to the noncontrolling interest to reflect the entitlement of the Continuing LLC Members.

The accompanying consolidated financial statements include all of the assets, liabilities, and results of operations of the Company and consolidated variable interest entities (“VIEs”) in which the Company is the primary beneficiary. VIEs are entities that have a total equity investment at risk that is insufficient to permit the entity to finance its activities without additional subordinated financial support, whose equity investors at risk lack the ability to control the entity's activities, or is structured with non-substantive voting rights. The Company evaluates its associations with VIEs, both at inception and when there is a change in circumstance that requires reconsideration, to determine if the Company is the primary beneficiary and consolidation is required. A primary beneficiary is defined as a variable interest holder that has a controlling financial interest. A controlling financial interest requires both: (a) the power to direct the activities that most significantly impact the VIEs’ economic performance, and (b) the obligation to absorb losses or receive benefits of a VIE that could potentially be significant to the VIE. The Company has not provided financial or other support during the periods presented to any VIE that it was not previously contractually required to provide. Other entities that the Company does not consolidate, but for which it has significant influence over operating and financial policies, are accounted for using the equity method. All intercompany accounts and transactions have been eliminated in consolidation.

Certain items in prior periods were reclassified to conform to the current presentation. To conform to the current period presentation, servicing expense on the consolidated statements of operations includes subservicing expense and in-house servicing expense.

The Company has evaluated subsequent events for recognition or disclosure through the date of this report and has not identified any recordable or disclosable events that were not already reported in these consolidated financial statements or notes thereto.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Management has made significant estimates in certain areas, including determining the fair value of loans held for sale, servicing rights, derivative assets and derivative liabilities, trading securities, awards granted under the incentive equity plan, determining the loan loss obligation on sold loans and MSRs, and goodwill impairment. Actual results could differ from those estimates.

Concentration of Risk

The Company has concentrated its credit risk for cash by maintaining deposits in several financial institutions, which may at times exceed amounts covered by insurance provided by the Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk related to cash.

Due to the nature of the mortgage lending industry, changes in interest rates may significantly impact revenue from originating mortgages and subsequent sales of loans to investors, which are the primary source of income for the Company. The Company originates mortgage loans on property located throughout the United States, with loans originated for property located in California totaling approximately 22% of total loan originations for the nine months ended September 30, 2022.

The Company sells mortgage loans to various third-party investors. Three investors accounted for 30%, 27%, and 21% of the Company’s loan sales for the nine months ended September 30, 2022. No other investors accounted for more than 5% of the loan sales for the nine months ended September 30, 2022.

The Company funds loans through warehouse and other lines of credit. As of September 30, 2022, 15% and 17% of the Company's warehouse lines were payable to two separate lenders.

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NOTE 2 – FAIR VALUE

The Company's consolidated financial statements include assets and liabilities that are measured based on their estimated fair values. Refer to Note 1 - Description of Business, Presentation and Summary of Significant Accounting Policies in the 2021 Form 10-K for information on the fair value hierarchy, valuation methodologies, and key inputs used to measure financial assets and liabilities recorded at fair value, as well as methods and assumptions used to estimate fair value disclosures for financial instruments not recorded at fair value in their entirety on a recurring basis.

The following tables present the carrying amount and estimated fair value of financial instruments included in the consolidated financial statements.

	September 30, 2022
	Carrying Amount		Estimated Fair Value
			Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	1,143,948	$	1,143,948	$	—	$	—
Restricted cash	160,926		160,926		—		—
Loans held for sale, at fair value	2,692,820		—		2,692,820		—
Derivative assets, at fair value	316,647		—		295,737		20,910
Servicing rights, at fair value	2,030,026		—		—		2,030,026
Trading securities, at fair value	97,210		—		97,210		—
Loans eligible for repurchase	554,892		—		554,892		—
Liabilities
Warehouse and other lines of credit	$	2,529,436	$	—	$	2,529,436	$	—
Derivative liabilities, at fair value	149,837		26,123		38,086		85,628
Servicing rights, at fair value	16,757		—		—		16,757
Debt obligations:
Secured credit facilities	1,092,977		—		1,094,433		—
Term Notes	199,540		—		200,000		—
Senior Notes	991,187		—		561,900		—
Liability for loans eligible for repurchase	554,892		—		554,892		—

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	December 31, 2021
	Carrying Amount		Estimated Fair Value
			Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	419,571	$	419,571	$	—	$	—
Restricted cash	201,025		201,025		—		—
Loans held for sale, at fair value	8,136,817		—		8,136,817		—
Derivative assets, at fair value	194,665		4,924		5,358		184,383
Servicing rights, at fair value	2,006,712		—		—		2,006,712
Trading securities, at fair value	72,874		—		72,874		—
Loans eligible for repurchase	363,373		—		363,373		—
Liabilities
Warehouse and other lines of credit	$	7,457,199	$	—	$	7,457,199	$	—
Derivative liabilities, at fair value	37,797		31,070		2,964		3,763
Servicing rights, at fair value	7,310		—		—		7,310
Debt obligations:
Secured credit facilities	343,759		—		345,596		—
Term Notes	199,133		—		200,000		—
Senior Notes	1,085,316		—		1,057,977		—
Liability for loans eligible for repurchase	363,373		—		363,373		—

Financial Statement Items Measured at Fair Value on a Recurring Basis

The following tables presents the Company’s assets and liabilities that are measured at fair value on a recurring basis by fair value hierarchy as of the dates indicated.

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	September 30, 2022
	Recurring Fair Value Measurements of Assets and Liabilities Using:
	Quoted Market Prices in Active Markets for Identical Assets  (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value Measurements
Fair value through net income:
Assets:
Loans held for sale	$	—	$	2,692,820	$	—	$	2,692,820
Trading securities	—		97,210		—		97,210
Derivative assets:
Interest rate lock commitments	—		—		20,910		20,910
Forward sale contracts	—		295,737		—		295,737
Servicing rights	—		—		2,030,026		2,030,026
Total assets at fair value	$	—	$	3,085,767	$	2,050,936	$	5,136,703
Liabilities:
Derivative liabilities:
Interest rate lock commitments	$	—	$	—	$	85,628	$	85,628
Interest rate swap futures	19,480		—		—		19,480
Forward sale contracts	—		38,086		—		38,086
Put options on treasuries	6,643		—		—		6,643
Servicing rights	—		—		16,757		16,757
Total liabilities at fair value	$	26,123	$	38,086	$	102,385	$	166,594

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	December 31, 2021
	Recurring Fair Value Measurements of Assets and Liabilities Using:
	Quoted Market Prices in Active Markets for Identical Assets  (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value Measurements
Fair value through net income:
Assets:
Loans held for sale	$	—	$	8,136,817	$	—	$	8,136,817
Trading securities	—		72,874		—		72,874
Derivative assets:
Interest rate lock commitments	—		—		184,383		184,383
Forward sale contracts	—		5,358		—		5,358
Interest rate swap futures	4,924		—		—		4,924
Servicing rights	—		—		2,006,712		2,006,712
Total assets at fair value	$	4,924	$	8,215,049	$	2,191,095	$	10,411,068
Liabilities:
Derivative liabilities:
Interest rate lock commitments	$	—	$	—	$	3,763	$	3,763
Forward sale contracts	—		2,964		—		2,964
Put options on treasuries	31,070		—		—		31,070
Servicing rights	—		—		7,310		7,310
Total liabilities at fair value	$	31,070	$	2,964	$	11,073	$	45,107

The following presents the changes in the Company’s assets and liabilities that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Three Months Ended September 30, 2022				Nine Months Ended September 30, 2022
	IRLCs, net		Servicing Rights, net		IRLCs, net		Servicing Rights, net
Balance at beginning of period	$	57,605	$	2,204,593	$	180,620	$	1,999,402
Total net gains or losses included in earnings (realized and unrealized)	22,112		140,598		279,266		765,143
Sales and settlements
Sales			(331,922)				(751,276)
Settlements (1)	(102,686)		—		(374,144)		—
Transfers of IRLCs to closed loans	(41,749)		—		(150,460)		—
Balance at end of period	$	(64,718)	$	2,013,269	$	(64,718)	$	2,013,269

(1)Funded amount for IRLCs.

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	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021
	IRLCs, net		Servicing Rights, net		IRLCs, net		Servicing Rights, net
Balance at beginning of period	$	333,081	$	1,776,395	$	647,045	$	1,124,302
Total net gains or losses included in earnings (realized and unrealized)	640,372		233,166		1,749,343		1,079,525
Sales and settlements
Sales	—		(172,867)		—		(367,133)
Settlements (1)	(558,918)		—		(1,585,368)		—
Transfers of IRLCs to closed loans	(155,325)		—		(551,810)		—
Balance at end of period	$	259,210	$	1,836,694	$	259,210	$	1,836,694

(1)Funded amount for IRLCs.

The following presents the gains and losses included in earnings relating to the Company’s assets and liabilities that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Three Months Ended September 30, 2022				Nine Months Ended September 30, 2022
	IRLCs, net (1)		Servicing Rights, net(2)		IRLCs, net (1)		Servicing Rights, net(3)
Total net (losses) gains included in earnings	$	(122,323)	$	140,598	$	(245,338)	$	765,143
Change in unrealized (losses) gains relating to assets and liabilities still held at period end	$	(64,718)	$	150,534	$	(64,718)	$	683,413

(1)Gains (losses) included in gain on origination and sale of loans, net.

(2)Includes $124.2 million in gains included in gain on origination and sale of loans, net and $16.4 million of gains included in change in fair value of servicing rights, net, for the three months ended September 30, 2022.

(3)Includes $574.5 million in gains included in gain on origination and sale of loans, net and $190.7 million of gains included in change in fair value of servicing rights, net, for the nine months ended September 30, 2022.

	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021
	IRLCs, net (1)		Servicing Rights, net(2)		Interest Rate Lock Commitments(1)		Servicing Rights, net(3)
Total net (losses) gains included in earnings	$	(73,871)	$	233,166	$	(387,835)	$	1,079,525
Change in unrealized gains relating to assets and liabilities still held at period end	$	259,210	$	326,527	$	259,210	$	1,126,433

(1)(Losses) gains included in gain on origination and sale of loans, net.

(2)Includes $345.9 million in gains included in gain on origination and sale of loans, net and $112.7 million in losses included in change in fair value of servicing rights, net, for the three months ended September 30, 2021.

(3)Includes $1.3 billion in gains included in gain on origination and sale of loans, net and $223.4 million of losses included in change in fair value of servicing rights, net, for the nine months ended September 30, 2021.

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The following table presents quantitative information about the valuation techniques and unobservable inputs applied to Level 3 fair value measurements for financial instruments measured at fair value on a recurring basis:

	September 30, 2022				December 31, 2021
Unobservable Input	Range of inputs			Weighted Average (2)	Range of inputs			Weighted Average (2)
IRLCs:
Pull-through rate	6.2%	-	99.9%	80.2%	0.3%	-	99.3%	74.2%
Servicing rights
Discount rate(1)	4.9%	-	14.9%	6.3%	4.5%	-	9.0%	5.8%
Prepayment rate(1)	5.5%	-	19.0%	7.0%	8.4%	-	18.7%	10.2%
Cost to service (per loan)	$62	-	$143	$86	$70	-	$114	$82

(1)The Company estimates the fair value of MSRs using an option-adjusted spread (“OAS”) model, which projects MSR cash flows over multiple interest rate scenarios in conjunction with the Company’s prepayment model, and then discounts these cash flows at risk-adjusted rates.

(2)Weighted average inputs are based on the committed amounts for IRLCs and the UPB of the underlying loans for servicing rights.

Financial Statement Items Measured at Fair Value on a Nonrecurring Basis

The Company did not have any material assets or liabilities that were recorded at fair value on a non-recurring basis as of September 30, 2022 or December 31, 2021.

Financial Statement Items Measured at Amortized Cost

Warehouse and other lines of credit - The Company’s warehouse and other lines of credit bear interest at a rate that is periodically adjusted based on a market index. The carrying value of warehouse and other lines of credit approximates fair value.

Debt obligations, net - Debt consists of secured credit facilities, Term Notes, and Senior Notes. The Company’s secured credit facilities and Term Notes accrue interest at a stated base rate, plus a margin, they are highly liquid and short-term in nature and as a result, their carrying value approximated fair value as of September 30, 2022 and December 31, 2021. Fair value of the Company’s Senior Notes issued in October 2020 and March 2021 were estimated using the quoted market prices at September 30, 2022. The debt obligations are classified as Level 2 in the fair value hierarchy.

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NOTE 3 – BALANCE SHEET NETTING

The Company has entered into agreements with counterparties, which include netting arrangements whereby the counterparties are entitled to settle their positions on a net basis. In certain circumstances, the Company is required to provide certain counterparties financial instruments and cash collateral against derivative financial instruments, warehouse and other lines of credit, or debt obligations. Cash collateral is held in margin accounts and included in restricted cash on the Company's consolidated balance sheets.

The table below represents financial assets and liabilities that are subject to master netting arrangements or similar agreements categorized by financial instrument, together with corresponding financial instruments and corresponding collateral received or pledged. In circumstances where right of set off criteria is met, the related asset and liability are presented in a net position on the consolidated balance sheets. Warehouse and other lines of credit and secured debt obligations were secured by financial instruments with fair value that exceeded the liability amount recorded on the consolidated balance sheets as of September 30, 2022 and December 31, 2021, respectively.

	September 30, 2022
	Gross amounts recognized		Gross amounts offset in consolidated balance sheet		Net amounts presented in consolidated balance sheet		Gross amounts not offset in consolidated balance sheet				Net amount
							Financial instruments		Cash collateral
Assets:
Forward sale contracts	$	495,444	$	199,707	$	295,737	$	—	$	(193,934)	$	101,803
Total Assets	$	495,444	$	199,707	$	295,737	$	—	$	(193,934)	$	101,803
Liabilities:
Forward sale contracts	$	237,793	$	199,707	$	38,086	$	—	$	(1,054)	$	37,032
Put options on treasuries	6,643		—		6,643		—		(6,643)		—
Interest rate swap futures	19,480		—		19,480		—		(19,480)		—
Warehouse and other lines of credit	2,529,436		—		2,529,436		(2,529,436)		—		—
Secured debt obligations (1)	1,294,433		—		1,294,433		(1,294,433)		—		—
Total Liabilities	$	4,087,785	$	199,707	$	3,888,078	$	(3,823,869)	$	(27,177)	$	37,032

(1)Secured debt obligations as of September 30, 2022 included secured credit facilities and Term Notes.

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	December 31, 2021
	Gross amounts recognized		Gross amounts offset in consolidated balance sheets		Net amounts presented in consolidated balance sheets		Gross amounts not offset in consolidated balance sheets				Net amount
							Financial instruments		Cash collateral
Assets:
Forward sale contracts	$	29,497	$	(24,139)	$	5,358	$	—	$	(1,447)	$	3,911
Interest rate swap futures	4,924		—		4,924		—		—		4,924
Total Assets	$	34,421	$	(24,139)	$	10,282	$	—	$	(1,447)	$	8,835
Liabilities:
Forward sale contracts	$	27,103	$	(24,139)	$	2,964	$	—	$	(1,736)	$	1,228
Put options on treasuries	31,070		—		31,070		—		—		31,070
Warehouse and other lines of credit	7,457,199		—		7,457,199		(7,457,199)		—		—
Secured debt obligations (1)	545,596		—		545,596		(545,596)		—		—
Total Liabilities	$	8,060,968	$	(24,139)	$	8,036,829	$	(8,002,795)	$	(1,736)	$	32,298

(1)Secured debt obligations as of December 31, 2021 included secured credit facilities and Term Notes.

NOTE 4 – LOANS HELD FOR SALE, AT FAIR VALUE

The following table represents the unpaid principal balance of LHFS by product type of loan as of September 30, 2022 and December 31, 2021:

	September 30, 2022				December 31, 2021
	Amount		%		Amount		%
Conforming - fixed	$	1,696,438	60	%	$	4,881,222	61	%
Conforming - ARM	33,501		1		351,408		4
Government - fixed	895,256		32		1,156,890		15
Government - ARM	2,509		—		10,906		—
Other - residential mortgage loans	187,200		7		1,576,858		20
Consumer loans	1,797		—		1,942		—
	2,816,701		100	%	7,979,226		100	%
Fair value adjustment	(123,881)				157,591
Total	$	2,692,820			$	8,136,817

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A summary of the changes in the balance of loans held for sale is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Balance at beginning of period	$	4,656,338	$	9,120,653	$	8,136,817	$	6,955,424
Origination and purchase of loans	9,700,119		31,902,260		46,842,973		107,717,154
Sales	(11,728,053)		(32,200,708)		(52,409,647)		(106,414,376)
Repurchases	164,435		138,666		498,101		802,366
Principal payments	(18,822)		(53,316)		(119,708)		(119,822)
Fair value loss	(81,197)		(33,819)		(255,716)		(67,010)
Balance at end of period	$	2,692,820	$	8,873,736	$	2,692,820	$	8,873,736

Gain on origination and sale of loans, net is comprised of the following components:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
(Discount) premium from loan sales	$	(83,312)	$	674,782	$	(756,602)	$	1,552,668
Servicing rights additions	124,244		345,882		574,459		1,302,884
Unrealized gains (losses) from derivative assets and liabilities	113,913		42,984		82,110		(139,483)
Realized gains (losses) from derivative assets and liabilities	37,950		(156,514)		940,824		194,035
Discount points, rebates and lender paid costs	57,634		(49,585)		189,468		(193,043)
Fair value loss	(81,197)		(33,818)		(255,716)		(67,010)
Provision for loan loss obligation for loans sold	(12,932)		(2,456)		(108,550)		(2,723)
Total gain on origination and sale of loans, net	$	156,300	$	821,275	$	665,993	$	2,647,328

The Company had $19.6 million and $28.8 million of loans held for sale on non-accrual status as of September 30, 2022 and December 31, 2021, respectively.

NOTE 5 – SERVICING RIGHTS, AT FAIR VALUE

The outstanding principal balance of the servicing portfolio was comprised of the following:

	September 30, 2022		December 31, 2021
Conventional	$	103,719,089	$	127,270,097
Government	35,990,544		34,842,868
Total servicing portfolio	$	139,709,633	$	162,112,965

A summary of the unpaid principal balance underlying servicing rights is as follows:

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	September 30, 2022		December 31, 2021
Current loans	$	137,990,039	$	160,302,966
Loans 30 - 89 days delinquent	572,209		504,467
Loans 90 or more days delinquent or in foreclosure	1,147,385		1,305,532
Total servicing portfolio (1)	$	139,709,633	$	162,112,965

(1)At September 30, 2022 and December 31, 2021 0.2% and 0.6%, respectively, of the servicing portfolio was in forbearance as a result of payment relief efforts afforded to borrowers as a result of the Coronavirus Aid, Relief, and Economic Security Act and other regulatory guidance.

A summary of the changes in the balance of servicing rights, net of servicing rights liability is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Balance at beginning of period	$	2,204,593	$	1,776,395	$	1,999,402	$	1,124,302
Additions	124,244		345,882		574,459		1,302,884
Sales proceeds, net	(341,415)		(182,892)		(740,728)		(365,680)
Changes in fair value:
Due to changes in valuation inputs or assumptions	75,366		(3,461)		373,158		98,295
Due to collection/realization of cash flows	(49,519)		(99,230)		(193,022)		(323,107)
Balance at end of period	$	2,013,269	$	1,836,694	$	2,013,269	$	1,836,694

The following is a summary of the components of loan servicing fee income as reported in the Company’s consolidated statements of operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Contractual servicing fees	$	104,917	$	99,640	$	327,567	$	271,374
Late, ancillary and other fees	8,627		2,789		14,362		8,364
Servicing fee income	$	113,544	$	102,429	$	341,929	$	279,738

The following is a summary of the components of change in fair value of servicing rights, net as reported in the Company’s consolidated statements of operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Changes in fair value:
Due to changes in valuation inputs or assumptions	$	75,366	$	(3,461)	$	373,158	$	98,295
Due to collection/realization of cash flows	(49,519)		(99,230)		(193,022)		(323,107)
Realized losses on sales of servicing rights	(13,489)		(14,218)		(5,949)		(8,224)
Net loss from derivatives hedging servicing rights	(50,837)		(21,553)		(314,557)		(94,158)
Changes in fair value of servicing rights, net	$	(38,479)	$	(138,462)	$	(140,370)	$	(327,194)

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The table below illustrates hypothetical changes in fair values of servicing rights, caused by assumed immediate changes to key assumptions that are used to determine fair value.

	September 30, 2022		December 31, 2021
Fair Value of Servicing Rights, net	$	2,013,269	$	1,999,402
Change in Fair Value from adverse changes:
Discount Rate:
Increase 1%	(81,235)		(85,066)
Increase 2%	(156,903)		(163,255)
Cost of Servicing:
Increase 10%	(18,990)		(20,843)
Increase 20%	(38,066)		(41,727)
Prepayment Speed:
Increase 10%	(17,625)		(76,532)
Increase 20%	(35,139)		(148,556)

Sensitivities are hypothetical changes in fair value and cannot be extrapolated because the relationship of changes in assumptions to changes in fair value may not be linear. Also, the effect of a variation in a particular assumption is calculated without changing any other assumption, whereas a change in one factor may result in changes to another. Accordingly, no assurance can be given that actual results would be consistent with the results of these estimates. As a result, actual future changes in servicing rights values may differ significantly from those displayed above.

NOTE 6 – DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

Derivatives instruments utilized by the Company primarily include interest rate lock commitments, forward sale contracts, MBS put options, put options on treasuries, and interest rate swap futures. Derivative financial instruments are recognized as assets or liabilities and are measured at fair value. The Company accounts for derivatives as free-standing derivatives and does not designate any derivative financial instruments for hedge accounting. All derivative financial instruments are recognized on the consolidated balance sheets at fair value with changes in the fair values being reported in current period earnings. The Company does not use derivative financial instruments for purposes other than in support of its risk management activities. Refer to Note 1- Description of Business, Presentation and Summary of Significant Accounting Policies and Note 3- Fair Value for further details on derivatives in the 2021 Form 10-K.

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The following summarizes the Company’s outstanding derivative instruments:

				Fair Value
	Notional		Balance Sheet Location	Asset		Liability
September 30, 2022:
Interest rate lock commitments	$	1,645,122	Derivative asset, at fair value	$	20,910
Interest rate lock commitments	3,171,270		Derivative liabilities, at fair value	—		85,628
Forward sale contracts	20,523,121		Derivative asset, at fair value	295,737		—
Forward sale contracts	896,425		Derivative liabilities, at fair value	—		38,086
Put options on treasuries	—		Derivative asset, at fair value	—		—
Put options on treasuries	1,725		Derivative liabilities, at fair value	—		6,643
Interest rate swap futures	—		Derivative asset, at fair value	—		—
Interest rate swap futures	650		Derivative liabilities, at fair value	—		19,480
			Total derivative financial instruments	$	316,647	$	149,837

				Fair Value
	Notional		Balance Sheet Location	Asset		Liability
December 31, 2021:
Interest rate lock commitments	$	11,530,721	Derivative asset, at fair value	$	184,383	$	—
Interest rate lock commitments	1,125,911		Derivative liabilities, at fair value	—		3,763
Forward sale contracts	19,482,705		Derivative asset, at fair value	5,358		—
Forward sale contracts	13,171,462		Derivative liabilities, at fair value	—		2,964
Put options on treasuries	—		Derivative asset, at fair value	—		—
Put options on treasuries	16,980		Derivative liabilities, at fair value	—		31,070
Interest rate swap futures	2,640		Derivative asset, at fair value	4,924		—
Interest rate swap futures	—		Derivative liabilities, at fair value	—		—
			Total derivative financial instruments	$	194,665	$	37,797

Because many of the Company’s current derivative agreements are not exchange-traded, the Company is exposed to credit loss in the event of nonperformance by the counterparty to the agreements. The Company controls this risk through credit monitoring procedures including financial analysis, dollar limits and other monitoring procedures. The notional amount of the contracts does not represent the Company’s exposure to credit loss.

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The following summarizes the realized and unrealized net gains or losses on derivative financial instruments and the consolidated statements of operations line items where such gains and losses are included:

		Three Months Ended September 30,				Nine Months Ended September 30,
Derivative instrument	Statements of Operations Location	2022		2021		2022		2021
Interest rate lock commitments, net	Gain on origination and sale of loans, net	$	(122,323)	$	(73,871)	$	(245,338)	$	(387,835)
Forward sale contracts	Gain on origination and sale of loans, net	259,360		(29,867)		1,221,817		477,215
Interest rate swap futures	Gain on origination and sale of loans, net	2,279		(29,683)		(82,251)		(81,891)
Put options	Gain on origination and sale of loans, net	12,547		19,891		128,706		47,063
Forward sale contracts	Change in fair value of servicing rights, net	(16,293)		(5,838)		(113,920)		(84,842)
Interest rate swap futures	Change in fair value of servicing rights, net	(31,598)		(14,033)		(197,177)		(6,855)
Put options	Change in fair value of servicing rights, net	(2,946)		(1,682)		(3,460)		(2,461)
Total realized and unrealized gains (losses) on derivative financial instruments		$	101,026	$	(135,083)	$	708,377	$	(39,606)

NOTE 7 – GOODWILL AND OTHER INTANGIBLE ASSETS, NET

A summary of the Company’s activity related to goodwill is as follows.

	Goodwill		Other intangible assets		Total
Balance, December 31, 2021	$	40,736	$	1,581	$	42,317
Amortization	—		(205)		(205)
Impairment loss	(40,736)		(1,376)		(42,112)
Balance, September 30, 2022	$	—	$	—	$	—

	Goodwill		Other intangible assets		Total
Balance, December 31, 2020	$	40,736	$	2,090	$	42,826
Amortization	—		(255)		(255)
Balance September 30, 2021	$	40,736	$	1,835	$	42,571

The Company performs its annual assessment of possible impairment of goodwill and intangible assets as of December 31, or more frequently if events and circumstances indicate that impairment may have occurred. The Company compares the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

During the second quarter of 2022, the Company performed an interim impairment test due to the impact of rising interest rates on the mortgage industry and the Company’s recent stock performance. The evaluation of goodwill included a market based and income based approach. Based upon the results of this evaluation, an impairment charge of $40.7 million was recognized, driven predominantly by a significant decline in our market capitalization.

In addition to goodwill, the Company had other intangible assets related to trademarks associated with prior acquisitions. The Company reviews intangible assets for possible impairment whenever events or circumstances indicate that

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carrying amounts may not be recoverable. The factors outlined in the goodwill impairment discussion above triggered an interim impairment evaluation of other intangible assets during the second quarter of 2022. Based upon the results of this evaluation, an impairment charge of $1.4 million was recognized.

NOTE 8 – VARIABLE INTEREST ENTITIES

The determination of whether the assets and liabilities of the VIEs are consolidated or not consolidated in the consolidated balance sheets depends on the terms of the related transaction and the Company’s continuing involvement, if any, with the VIE. The Company is deemed the primary beneficiary and therefore consolidates VIEs for which it has both (a) the power, through voting rights or similar rights, to direct the activities that most significantly impact the VIE's economic performance, and (b) benefits, as defined, from the VIE. The Company determines whether it holds a significant variable interest in a VIE based on a consideration of both qualitative and quantitative factors regarding the nature, size, and form of its involvement with the VIE. The Company assesses whether it is the primary beneficiary of a VIE on an ongoing basis. The Company did not provide any non-contractual financial support to VIEs for the nine months ended September 30, 2022 and year ended December 31, 2021.

Consolidated VIEs

The Company is a holding company, its sole material asset is its equity interest in LD Holdings and as the sole managing member of LD Holdings, the Company indirectly operates and controls all of LD Holdings’ business and affairs. LD Holdings is considered a VIE and the financial results of LD Holdings and its subsidiaries are consolidated. A portion of net earnings or loss is allocated to noncontrolling interest to reflect the entitlement of the Continuing LLC Members.

The Company is involved in several types of securitization and financing transactions that utilize special purpose entities (“SPEs”). The Company’s principal use of SPEs is to obtain liquidity by securitizing certain of its financial and non-financial assets. SPEs involved in the Company’s securitization and other financing transactions are often considered VIEs.

The Company consolidates securitization facilities that finance mortgage loans held for sale, and SPEs established as trusts to finance mortgage servicing rights and servicing advance receivables. The Company sells assets to a securitization or trust, which issue beneficial interests that are collateralized by the transferred assets and entitle the investors to specified cash flows generated therefrom. The Company may retain beneficial interests in the assets sold. The Company also holds certain conditional repurchase options specific to these securitizations that allow it to repurchase assets from the securitization entity. The Company’s economic exposure to loss from outstanding third-party financing is generally limited to the carrying value of the assets financed. The Company has retained risks in the securitizations including customary representations and warranties. For securitization facilities, the Company, as seller, has an option to prepay and redeem outstanding classes of issued notes after a set time period has elapsed. The Company’s exposure to these entities is primarily through its role as seller, servicer, and administrator. Servicing functions include, but are not limited to, general collection activity, preparing and furnishing statements, and loss mitigation efforts including repossession and sale of collateral.

The Company sells mortgage loans to investors through private label securitizations which are accounted for either as sales or secured borrowings. The Company may retain economic interests in the securitized and sold assets, which are generally retained in the form of senior or subordinated interests, residual interests, and/or servicing rights. The Company evaluates its interests in each private label securitization for classification as a VIE. The Company accounts for a securitization as a sale when it has relinquished control over the transferred financial assets and does not hold other interests in the VIE that individually, or in the aggregate, would absorb more than an insignificant amount of the VIE’s expected losses or receive more than an insignificant amount of the VIE’s expected residual returns. The Company has an option to exercise a cleanup call to purchase the remaining mortgage loans and any trust property when the remaining aggregate principal balance is less than 10% of the initial aggregate principal balance.

The table below presents a summary of the carrying value and balance sheet classification of assets and liabilities in the Company’s securitization and SPE VIEs

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	September 30, 2022		December 31, 2021
Assets
Loans held for sale, at fair value	$	481,950	$	2,557,490
Restricted cash	21,634		100,494
Servicing rights, at fair value	527,059		400,678
Prepaid expenses and other assets	34,711		17,756
	$	1,065,354	$	3,076,418
Liabilities
Warehouse and other lines of credit	$	500,000	$	2,600,000
Debt obligations, net:
MSR Facilities	116,874		15,000
Servicing advance facilities	30,677		15,070
Term notes	199,540		199,133
	$	847,091	$	2,829,203

Non-Consolidated VIEs

The nature, purpose, and activities of non-consolidated VIEs currently encompass the Company’s investments in retained interests from securitizations and joint ventures. The table below presents a summary of the nonconsolidated VIEs for which the Company holds variable interests.

	September 30, 2022
	Carrying value				Maximum exposure to loss		Total assets in VIEs
	Assets		Liabilities
Retained interests	$	97,210	$	—	$	97,210	$	2,340,730
Investments in joint ventures	19,938		—		19,938		17,605
	$	117,148	$	—	$	117,148
	December 31, 2021
	Carrying value				Maximum exposure to loss		Total assets in VIEs
	Assets		Liabilities
Retained interests	$	72,874	$	—	$	72,874	$	1,424,857
Investments in joint ventures	18,553		—		18,553		20,783
	$	91,427	$	—	$	91,427

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Retained interests

In 2022 and 2021, the Company completed the sale and securitization of non-owner occupied residential mortgage loans. Pursuant to the credit risk retention requirements, the Company, as sponsor, is required to retain at least a 5% economic interest in the credit risk of the assets collateralizing the securitization transactions. The retained interests represent a variable interest in the securitizations. The Company determined it was not the primary beneficiary of the VIE. The Company’s continuing involvement is limited to customary servicing obligations as servicing administrator associated with retained servicing rights and the receipt of principal and interest associated with the retained interests. The investors and the securitization trusts have no recourse to the Company’s assets; holders of the securities issued by each trust can look only to the loans owned by the trust for payment. The retained interests held by the Company are subject principally to the credit risk stemming from the underlying transferred loans. The securitization trusts used to effect these transactions are variable interest entities that the Company does not consolidate. The Company remeasures the carrying value of its retained interests at each reporting date to reflect their current fair value which is included in trading securities, at fair value on the consolidated balance sheets, with corresponding gains or losses included in other income on the consolidated income statements. As of September 30, 2022, the remaining principal balance of loans transferred to these securitization trusts was $2.3 billion of which $1.6 million was 90 days or more past due.

Investments in joint ventures

The Company’s joint ventures include investments with home builders, real estate brokers, and commercial real estate companies to provide loan origination services and real estate settlement services to customers referred by the Company’s joint venture partners. The Company is generally not determined to be the primary beneficiary in its joint venture VIEs because it does not have the power, through voting rights or similar rights, to direct the activities that most significantly impact the economic performance of the VIE. The Company’s pro rata share of net earnings of joint ventures was $4.6 million and $10.8 million for the three and nine months ended September 30, 2022, respectively, and $3.0 million and $8.1 million for the three and nine months ended September 30, 2021, respectively, and is included in other income in the consolidated statements of operations.

NOTE 9 – WAREHOUSE AND OTHER LINES OF CREDIT

At September 30, 2022, the Company was a party to 10 revolving lines of credit with lenders providing $5.7 billion of warehouse and securitization facilities. The facilities are used to fund, and are secured by, residential mortgage loans held for sale. The facilities are repaid using proceeds from the sale of loans. Interest is generally payable monthly in arrears or on the repurchase date of a loan, and outstanding principal is payable upon receipt of loan sale proceeds or on the repurchase date of a loan. Outstanding principal related to a particular loan must also be repaid after the expiration of a contractual period of time or, if applicable, upon the occurrence of certain events of default with respect to the underlying loan. Interest expense is recorded to interest expense on the consolidated statements of operations. The base interest rates on the facilities bear interest at 30-day LIBOR, or other alternative base rate such as SOFR, plus a margin. Some of the facilities carry additional fees charged on the total line amount, commitment fees charged on the committed portion of the line, and non-usage fees charged when monthly usage falls below a certain utilization percentage. As of September 30, 2022, the interest rate was comprised of the applicable base rate plus a spread ranging from 1.37% to 2.25%. The base interest rate for warehouse facilities is subject to increase based upon the characteristics of the underlying loans collateralizing the lines of credit, including, but not limited to product type and number of days held for sale. The warehouse lines are scheduled to expire through 2023 under one or two year terms. As of September 30, 2022 there was one securitization facility with an original three year term scheduled to expire in 2024. All warehouse lines and other lines of credit are subject to renewal based on an annual credit review conducted by the lender.

Certain warehouse line lenders require the Company to maintain cash accounts with minimum required balances at all times. As of September 30, 2022 and December 31, 2021, there was $5.5 million and $8.0 million, respectively, held in these accounts which are recorded as a component of restricted cash on the consolidated balance sheets.

Under the terms of these warehouse lines, the Company is required to maintain various financial and other covenants. As of September 30, 2022, the Company amended certain warehouse lines related to certain profitability covenants, following which the Company was in compliance with those financial covenants.

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Securitization Facilities

In October 2020, the Company issued notes and a class of owner trust certificates through a securitization facility (“2020-1 Securitization Facility”) backed by a revolving warehouse line of credit. The 2020-1 Securitization Facility was secured by newly originated, first-lien, residential mortgage loans eligible for purchase by Fannie Mae and Freddie Mac for the purchase of mortgage loans or in accordance with the criteria of Ginnie Mae for the guarantee of securities backed by mortgage loans. The 2020-1 Securitization Facility issued $600.0 million in notes and certificates that accrued interest at 30-day LIBOR plus a margin. In March 2022, the Company exercised its right to optional prepayment in full and terminated the 2020-1 Securitization Facility.

In December 2020, the Company issued notes and a class of owner trust certificates through an additional securitization facility (“2020-2 Securitization Facility”) backed by a revolving warehouse line of credit. The 2020-2 Securitization Facility was secured by newly originated, first-lien, fixed rate residential mortgage loans eligible for purchase by the GSEs or in accordance with the criteria of Ginnie Mae for the guarantee of securities backed by mortgage loans. The 2020-2 Securitization Facility issued $500.0 million in notes and certificates that accrued interest at 30-day LIBOR plus a margin. In August 2022, the Company exercised its right to optional prepayment in full and terminated the 2020-2 Securitization Facility.

In February 2021, the Company issued notes and a class of owner trust certificates through an additional securitization facility (“2021-1 Securitization Facility”) backed by a revolving warehouse line of credit. The 2021-1 Securitization Facility was secured by newly originated, first-lien, fixed-rate or adjustable-rate, residential mortgage loans originated in accordance with the criteria of Fannie Mae and Freddie Mac for the purchase of mortgage loans or in accordance with the criteria of Ginnie Mae for the guarantee of securities backed by mortgage loans. The 2021-1 Securitization Facility issued $500.0 million in notes that accrued interest at 30-day LIBOR plus a margin. In September 2022, the Company exercised its right to optional prepayment in full and terminated the 2021-1 Securitization Facility.

In April 2021, the Company issued notes and a class of owner trust certificates through an additional securitization facility (“2021-2 Securitization Facility”) backed by a revolving warehouse line of credit. The 2021-2 Securitization Facility was secured by newly originated, first-lien, fixed-rate or adjustable-rate, residential mortgage loans originated in accordance with the criteria of Fannie Mae and Freddie Mac for the purchase of mortgage loans or in accordance with the criteria of Ginnie Mae for the guarantee of securities backed by mortgage loans. The 2021-2 Securitization Facility issued $500.0 million in notes that accrued interest at 30-day LIBOR, plus a margin. In September 2022, the Company exercised its right to optional prepayment in full and terminated the 2021-2 Securitization Facility.

In October 2021, the Company issued notes and a class of owner trust certificates through an additional securitization facility (“2021-3 Securitization Facility”) backed by a revolving warehouse line of credit. The 2021-3 Securitization Facility is secured by newly originated, first-lien, fixed-rate or adjustable-rate, residential mortgage loans originated in accordance with the criteria of Fannie Mae and Freddie Mac for the purchase of mortgage loans or in accordance with the criteria of Ginnie Mae for the guarantee of securities backed by mortgage loans. The 2021-3 Securitization Facility issued $500.0 million in notes that bear interest at 30-day LIBOR, or other alternative base rate such as SOFR, plus a margin. The 2021-3 Securitization Facility will terminate on the earlier of (i) the three-year anniversary of the initial purchase date, (ii) the Company exercising its right to optional prepayment in full, and (iii) the date of the occurrence and continuance of an event of default.

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The following table presents information on warehouse and securitization facilities and the outstanding balance as of September 30, 2022 and December 31, 2021:

								Outstanding Balance
	Committed Amount		Uncommitted Amount		Total Facility Amount		Expiration Date	September 30, 2022		December 31, 2021
Facility 1(1)	$	400,000	$	1,100,000	$	1,500,000	10/29/2022	$	441,230	$	851,088
Facility 2(2)	—		300,000		300,000		9/25/2023	172,313		295,743
Facility 3	—		300,000		300,000		4/18/2023	290,197		459,018
Facility 4	—		450,000		450,000		11/14/2022	226,888		266,230
Facility 5(2)	—		200,000		200,000		N/A	92		391
Facility 6(2)	100,000		500,000		600,000		9/29/2023	310,042		583,449
Facility 7(3)	400,000		400,000		800,000		5/5/2023	382,952		1,410,367
Facility 8	—		750,000		750,000		N/A	25,113		361,783
Facility 9(4)(5)	—		—		—		10/25/2022	—		600,000
Facility 10(4)(7)	—		—		—		12/17/2023	—		500,000
Facility 11(2)(6)	—		—		—		9/23/2022	—		263,516
Facility 12(4)(8)	—		—		—		2/2/2024	—		500,000
Facility 13(4)(8)	—		—		—		4/23/2024	—		500,000
Facility 14	—		300,000		300,000		9/21/2023	180,609		365,614
Facility 15(4)	500,000		—		500,000		10/21/2024	500,000		500,000
Total	$	1,400,000	$	4,300,000	$	5,700,000		$	2,529,436	$	7,457,199

(1)The total facility is available both to fund loan originations and also provide liquidity under a gestation facility to finance recently sold MBS up to the MBS settlement date. In October 2022, this facility was extended to October 2023.

(2)In addition to the warehouse line, the lender provides a separate gestation facility to finance recently sold MBS up to the MBS settlement date.

(3)In addition to the outstanding balance secured by mortgage loans, the Company has $116.9 million outstanding to finance servicing rights included within debt obligations in the consolidated balance sheets.

(4)Securitization backed by a revolving warehouse facility to finance newly originated first-lien fixed and adjustable rate mortgage loans.

(5)This facility was prepaid and terminated in March 2022.

(6)This facility was prepaid and terminated in July 2022.

(7)This facility was prepaid and terminated in August 2022.

(8)This facility was prepaid and terminated in September 2022.

The following table presents information on borrowings under warehouse and securitization facilities:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Maximum outstanding balance during the period	$	4,354,864		$	9,078,257		$	7,672,559		$	9,180,276
Average balance outstanding during the period	3,417,252			8,515,189			4,868,397			8,066,303
Collateral pledged (loans held for sale)	2,566,330			8,675,750			2,566,330			8,675,750
Weighted average interest rate during the period	4.18		%	2.22		%	2.89		%	2.25		%

NOTE 10 – DEBT OBLIGATIONS

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The following table presents the outstanding debt as of September 30, 2022 and December 31, 2021:

	September 30, 2022		December 31, 2021
Secured debt obligations, net:
Secured credit facilities
MSR facilities	$	969,048	$	262,250
Securities financing facilities	93,252		66,439
Servicing advance facilities	30,677		15,070
Total secured credit facilities	1,092,977		343,759
Term Notes	199,540		199,133
Total secured debt obligations, net	1,292,517		542,892
Unsecured debt obligations, net:
Senior Notes	991,187		1,085,316
Total debt obligations, net	$	2,283,704	$	1,628,208

Certain of the Company’s secured debt obligations require us to satisfy financial covenants including minimum levels of profitability, tangible net worth, liquidity, and maximum levels of consolidated leverage. The Company obtained amendments relating to certain profitability covenants. As a result, the Company was in compliance with all such financial covenants as of September 30, 2022.

Secured Credit Facilities

Secured credit facilities are revolving facilities collateralized by MSRs, trading securities, and servicing advances.

MSR Facilities

In October 2014, the Company entered into a $25.0 million credit facility to finance servicing rights and for other working capital needs and general corporate purposes. The Company has entered into subsequent amendments to increase and decrease the size of the facility and extend the maturity date. The facility is secured by Freddie Mac mortgage servicing rights with a fair value of $289.6 million as of September 30, 2022 and accrues interest at a base rate per annum of 30-day LIBOR, or other alternative base rate such as SOFR, plus a margin. As of September 30, 2022, there was $205.5 million outstanding on this facility with a maturity of June 2023. At September 30, 2022, capacity under the facility was $268.0 million. Advances for servicing rights are determined using a borrowing base formula calculated against the fair market value of the pledged servicing rights.

In December 2021, the Company entered into a credit facility agreement which provides $300.0 million in borrowing capacity, with an option to increase up to $500.0 million upon mutual consent, available to the Company. The facility is secured by Freddie Mac mortgage servicing rights with a fair value of $526.6 million as of September 30, 2022, and bears interest at 30-day LIBOR, or other alternative base rate such as SOFR, plus a margin per annum. At September 30, 2022, there was $300.0 million outstanding on this facility and $0.2 million in unamortized deferred financing costs.

In January 2022, the Company entered into a credit facility agreement which provides $500.0 million in borrowing capacity. The facility is secured by Fannie Mae mortgage servicing rights with a fair value of $621.4 million as of September 30, 2022 and bears interest at SOFR plus a margin per annum. At September 30, 2022, there was $348.0 million outstanding on this facility and $1.1 million in unamortized deferred financing costs.

In August 2017, the Company established the GMSR Trust to finance Ginnie Mae mortgage servicing rights owned by the Company through issuance of either variable funding notes or term notes, in each case secured by participation certificates held by the GMSR Trust. As of September 30, 2022, the Company had pledged participation certificates representing beneficial interests in Ginnie Mae mortgage servicing rights to the GMSR Trust with a fair value of $527.1 million. At September 30,

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2022 the maximum borrowing capacity of the variable funding notes was $200.0 million. The variable funding notes bear interest at SOFR plus a margin per annum and mature in May 2023. As of September 30, 2022, there were $116.9 million in variable funding notes outstanding to finance Ginnie Mae mortgage servicing rights owned by the Company.

Securities Financing Facilities

The Company has entered into master repurchase agreements to finance retained interest securities related to its securitizations. The securities financing facilities have an advance rate between 60% and 90% based on classes of the securities and accrue interest at a rate of 90-day SOFR, plus a margin. The securities financing facilities are secured by the trading securities which represent our retained interests in the credit risk of the assets collateralizing certain securitization transactions. As of September 30, 2022, the trading securities had a fair value of $97.2 million on the consolidated balance sheets and there were $93.3 million in securities financing facilities outstanding.

Servicing Advance Facilities

In September 2020, the Company, through its indirect-wholly owned subsidiary loanDepot Agency Advance Receivables Trust (the “Advance Receivables Trust”), entered into a variable funding note facility for the financing of servicing advance receivables with respect to residential mortgage loans serviced by it on behalf of Fannie Mae and Freddie Mac. Pursuant to an indenture, the Advance Receivables Trust can issue up to $100.0 million in variable funding notes (the “2020-VF1 Notes”). The 2020-VF1 Notes accrue interest at SOFR, plus a margin per annum and mature in September 2023 (unless earlier redeemed in accordance with their terms). At September 30, 2022, there was $15.7 million in 2020-VF1 Notes outstanding.

In November 2021, the Company, through the GMSR Trust issued variable funding notes secured by principal and interest advance receivables and servicing advance receivables with respect to residential mortgage loans serviced on behalf of Ginnie Mae. The variable funding notes bear interest at SOFR plus a margin per annum and mature in May 2023. As of September 30, 2022, there was $15.1 million outstanding on the variable funding notes and $0.2 million in unamortized deferred financing costs.

Term Notes

In October 2018, the Company, through the GMSR Trust issued the Series 2018-GT1 Term Notes (“Term Notes”). The Term Notes accrue interest at 30-day LIBOR, or other alternative base rate such as SOFR, plus a margin per annum and mature in October 2023 or, if extended pursuant to the terms of the related indenture supplement, October 2025 (unless earlier redeemed in accordance with their terms). At September 30, 2022, there was $200.0 million in Term Notes outstanding and $0.5 million in unamortized deferred financing costs.

Senior Notes

In October 2020, the Company issued $500.0 million in aggregate principal amount of 6.50% senior unsecured notes due 2025, (the “2025 Senior Notes”). The 2025 Senior Notes will mature on November 1, 2025. Interest on the 2025 Senior Notes accrues at a rate of 6.50% per annum, payable semi-annually in arrears on May 1 and November 1 of each year. The Company may redeem the 2025 Senior Notes, in whole or in part, at various redemption prices. At September 30, 2022, there was $500.0 million in 2025 Senior Notes outstanding and $5.5 million in unamortized deferred financing costs.

In March 2021, the Company issued $600.0 million in aggregate principal amount of 6.125% senior unsecured notes due 2028 (the “2028 Senior Notes” and together with the 2025 Senior Notes, the "Senior Notes"). The 2028 Senior Notes will mature on April 1, 2028. Interest on the 2028 Senior Notes accrues at a rate of 6.125% per annum, payable semi-annually in arrears on April 1 and October 1 of each year. At any time prior to April 1, 2024, the Company may redeem some or all of the 2028 Senior Notes at a price equal to 100% of the principal amount of the 2028 Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the date of redemption plus a make-whole premium. During the first quarter of 2022, the Company repurchased $97.5 million of 2028 Senior Notes at an average purchase price of 87.9% of par which resulted in a $10.5 million gain on extinguishment of debt recorded in other interest expense on the consolidated statement of operations. The Company

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may also redeem the 2028 Senior Notes, in whole or in part, at any time on or after April 1, 2024 at various redemption prices. In addition, subject to certain conditions at any time prior to April 1, 2024, the Company may redeem up to 40% of the principal amount of the 2028 Senior Notes with the proceeds of certain equity offerings at a redemption price of 106.125% of the principal amount of the 2028 Senior Notes, together with accrued and unpaid interest, if any, to, but not including, the date of redemption. At September 30, 2022, there was $502.5 million in 2028 Senior Notes outstanding and $5.8 million in unamortized deferred financing costs.

Interest Expense

Interest expense on all outstanding debt obligations with variable rates is paid based on LIBOR, or other alternative base rate such as SOFR, plus a margin ranging from 0.70% - 3.50%.

NOTE 11 – INCOME TAXES

The Company’s income tax expense varies from the expense that would be expected based on statutory rates due principally to its organizational structure. As part of the completion of the IPO, the Company became a C Corporation subject to federal, state, and local income taxes with respect to its share of net taxable income of LD Holdings.

As of September 30, 2022 and December 31, 2021, the Company had a deferred tax asset before any valuation allowance of $0.1 million and $0.4 million, respectively, and a deferred tax liability of $135.2 million and $193.4 million, respectively. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. The deferred tax liability as of September 30, 2022 and December 31, 2021 relate to temporary differences in the book basis as compared to the tax basis of loanDepot, Inc.’s investment in LD Holdings, net of tax benefits from future deductions for payments made under a Tax Receivable Agreement (“TRA”) as a result of the IPO. Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and the Company’s effective tax rate in the future. Deferred income taxes are measured using the applicable tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on the tax rates that have been enacted at the reporting date. The Company measured its deferred tax assets and liabilities at September 30, 2022 and December 31, 2021 using the combined federal and state rate (less federal benefit) of 26%. The Company establishes a valuation allowance when it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. As of September 30, 2022, the Company did not have a valuation allowance on any deferred tax assets as the Company believes it is more-likely-than-not that the Company will realize the benefits of the deferred tax assets. The Company recognized a TRA liability of $47.8 million and $32.9 million as of September 30, 2022 and December 31, 2021, respectively, which represents the Company’s estimate of the aggregate amount that it will pay under the TRA, refer to Note 15- Commitments and Contingencies, for further information on the TRA liability.

NOTE 12 – RELATED PARTY TRANSACTIONS

In conjunction with its joint ventures, the Company entered into agreements to provide services to joint ventures for which it receives and pays fees. Such services include loan processing and administrative services (legal, accounting, human resources, data processing and management information, assignment processing, post-closing, underwriting, facilities management, quality control, management consulting, risk management, promotions, public relations, advertising and compliance with credit agreements). The Company also pays the joint ventures a broker fee for referrals of eligible mortgage loans.

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Fees earned, costs incurred, and amounts payable to or receivable from joint ventures were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Loan processing and administrative services fee income	$	4,876	$	3,650	$	12,754	$	10,757
Loan origination broker fees expense	$	31,917	$	22,749	$	81,843	$	63,457

	September 30, 2022		December 31, 2021
Amounts (payable) receivable from joint ventures	$	(8,136)	$	1,855

The Company paid management fees to a shareholder of the Company of $0.2 million during the nine months ended September 30, 2021. The Company employed certain individuals who provided services to a shareholder whose salaries totaled $0.2 million during the nine months ended September 30, 2022 and $0.1 million and $0.3 million during three and nine months ended September 30, 2021, respectively.

NOTE 13 – EQUITY

The Continuing LLC Members have the right to exchange one Holdco Unit and one share of Class B common stock or Class C common stock, as applicable, together for cash or one share of Class A common stock at the Company’s election, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications. The Company consolidates the financial results of LD Holdings and reports noncontrolling interest related to the interests held by the Continuing LLC Members.

The noncontrolling interest of $0.6 billion and $1.1 billion as of September 30, 2022 and December 31, 2021, respectively, represented the economic interest in LD Holdings held by the Continuing LLC Members. As Continuing LLC Members convert shares, noncontrolling interest is adjusted to proportionately reduce the economic interest in LD Holdings with an offset to additional paid-in-capital on the consolidated statements of equity. The following table summarizes the ownership of LD Holdings as of September 30, 2022.

Holding Member Interests:	Holdco Units	Ownership Percentage
loanDepot, Inc.	165,002,738	52.53%
Continuing LLC Members	149,130,538	47.47%
Total	314,133,276	100.00%

NOTE 14 – EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share of Class A common stock and Class D common stock is computed by dividing net income (loss) attributable to loanDepot, Inc. by the weighted-average number of shares of Class A common stock and Class D common stock, respectively, outstanding during the period. Diluted earnings (loss) per share of Class A common stock and Class D common stock is computed by dividing net income (loss) attributable to loanDepot, Inc. by the weighted-average number of shares of Class A common stock and Class D common stock respectively, outstanding adjusted to give effect to potentially dilutive securities.

The basic and diluted earnings per share period for the nine months ended September 30, 2021 represents the period after February 11, 2021, wherein the Company had outstanding Class A common stock and Class D common stock. There was no Class B common stock outstanding as of September 30, 2022 and 2021. The following table sets forth the calculation of basic and diluted earnings (loss) per share for Class A common stock and Class D common stock:

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	Three Months Ended						Nine Months Ended
	September 30, 2022						September 30, 2022
	Class A		Class D		Total		Class A		Class D		Total
Net loss attributable to loanDepot, Inc.	$	(24,200)	$	(35,881)	$	(60,081)	$	(70,421)	$	(125,330)	$	(195,750)
Weighted average shares - basic	65,437,698		97,026,671		162,464,369		54,611,035		97,192,893		151,803,928
Loss per share - basic	$	(0.37)	$	(0.37)	$	(0.37)	$	(1.29)	$	(1.29)	$	(1.29)
Diluted loss per share:
Net loss allocated to common stockholders - diluted	$	(24,200)	$	(35,881)	$	(60,081)	$	(70,421)	$	(125,330)	$	(195,751)
Weighted average shares - diluted	65,437,698		97,026,671		162,464,369		54,611,035		97,192,893		151,803,928
Loss per share - diluted	$	(0.37)	$	(0.37)	$	(0.37)	$	(1.29)	$	(1.29)	$	(1.29)

	Three Months Ended						Nine Months Ended
	September 30, 2021						September 30, 2021
	Class A		Class D		Total		Class A		Class D		Total
Net income attributable to loanDepot, Inc.	$	6,052	$	45,423	$	51,475	$	9,233	$	95,678	$	104,911
Weighted average shares - basic	15,318,921		114,978,644		130,297,565		11,259,896		116,681,435		127,941,331
Earnings per share - basic	$	0.40	$	0.40	$	0.40	$	0.82	$	0.82	$	0.82
Diluted income per share:
Net income allocated to common stockholders - diluted	$	6,052	$	45,423	$	51,475	$	9,233	$	95,678	$	104,911
Weighted average shares - diluted	15,318,921		114,978,644		130,297,565		11,259,896		116,681,435		127,941,331
Earnings per share - diluted	$	0.40	$	0.40	$	0.40	$	0.82	$	0.82	$	0.82

For the three and nine months ended September 30, 2022, 156,677,534 and 167,796,888 shares of Class C common stock were evaluated for the assumed exchange of noncontrolling interests and determined to be anti-dilutive, and thus were excluded from the computation of diluted loss per share.

For the three and nine months ended September 30, 2022, 14,869,764 and 12,907,024 of Class A RSUs and nonqualified stock options were determined to be anti-dilutive, and thus excluded from the computation of diluted loss per share.

For the three months ended September 30, 2021, 191,579,524 shares of Class C common stock were evaluated for the assumed exchange of noncontrolling interests and determined to be anti-dilutive, and thus were excluded from the computation of diluted earnings per share. For the period from February 11, 2021 to September 30, 2021, 195,111,599 shares of Class C common stock were evaluated for the assumed exchange of noncontrolling interests and determined to be anti-dilutive, and thus were excluded from the computation of diluted earnings per share.

For the three months ended September 30, 2021, 1,405,281 of RSUs were determined to be anti-dilutive, and thus excluded from the computation of diluted earnings per share. For the period from February 11, 2021 to September 30, 2021, 1,008,758 of RSUs were determined to be anti-dilutive, and thus excluded from the computation of diluted earnings per share.

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NOTE 15– COMMITMENTS AND CONTINGENCIES

Escrow Services

In conducting its operations, the Company, through its wholly-owned subsidiaries, LDSS and ACT, routinely hold customers' assets in escrow pending completion of real estate financing transactions. These amounts are maintained in segregated bank accounts and are offset with the related liabilities resulting in no amounts reported in the accompanying consolidated balance sheets. The balances held for the Company’s customers totaled $8.0 million and $21.1 million at September 30, 2022 and December 31, 2021, respectively.

Legal Proceedings

The Company is a defendant in, or a party to, legal actions and proceedings that arise in the ordinary course of business. In some of these actions and proceedings, claims for monetary damages are asserted against the Company. These matters include actions alleging improper lending practices, improper servicing, quiet title actions, improper foreclosure practices, violations of consumer protection laws, etc. and on account of consumer bankruptcies. In many of these actions, the Company may not be the real party of interest (because the Company is not the servicer of the loan or the holder of the note) but it may appear in the pleadings because it is in the chain of title to property over which there may be a dispute. Such matters may be indemnified and managed by the appropriate party, which may be the Company’s subservicer. In other cases, such as lien avoidance cases brought in bankruptcy, the Company is insured by title insurance, and the case is turned over to the title insurer who tenders the Company’s defense. In some of these actions and proceedings, claims for monetary damages are asserted against the Company. In view of the inherent difficulty of predicting the outcome of such legal actions and proceedings, the Company generally cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss related to each pending matter may be, if any.

The Company seeks to resolve all litigation and regulatory matters in the manner management believes is in the best interest of the Company and contests liability, allegations of wrongdoing, and, where applicable, the amount of damages or scope of any penalties or other relief sought as appropriate in each pending matter. On at least a quarterly basis, the Company assesses its liabilities and contingencies in connection with outstanding legal and regulatory proceedings utilizing the latest information available. Any estimated loss is subject to significant judgment and is based upon currently available information, a variety of assumptions, and known and unknown uncertainties. Where available information indicates that it is probable a liability has been incurred and the Company can reasonably estimate the amount of the loss, an accrued liability is established. The actual costs of resolving these proceedings may be substantially higher or lower than the amounts accrued.

Employment Litigation

On December 24, 2020, the Company received a demand letter from one of the senior members of its operations team alleging, among other things, loan origination noncompliance and various employment related claims, including hostile work environment and gender discrimination, with unspecified damages. The executive has since resigned her position with the Company. The parties participated in pre-litigation mediation in May 2021. The parties did not resolve the matter at mediation and a complaint was filed with the Superior Court of the State of California, County of Orange on September 21, 2021 and an amended complaint was filed on December 21, 2021. In response, on February 2, 2022 the Company filed a demurrer to the complaint with the Superior Court of the State of California, County of Orange, for failing to state facts sufficient to constitute a cause of action while still vigorously denying the claims within the complaint. On March 24, 2022, the plaintiff filed her opposition to loanDepot’s demurrer. On March 29, 2022, the Company filed its reply to Plaintiff’s opposition. A hearing was held on the Company’s demurrer on May 12, 2022, at the Superior Court of the State of California, County of Orange. The court sustained the Company’s demurrer in full. On June 30, 2022, the Company filed its answer and affirmative defenses to the amended complaint. The plaintiff seeks damages in excess of $75 million. The Company believes this lawsuit is without merit and intends to vigorously defend against it. Discovery in this matter is still ongoing.

While the Company’s management does not believe these allegations have merit, defending such allegations could result in substantial costs and a diversion of management’s attention and resources.

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The ultimate outcome of the other legal proceedings is uncertain, and the amount of any future potential loss is not considered probable or estimable. The Company will incur defense costs and other expenses in connection with these legal proceedings. If the final resolution of any legal proceedings is unfavorable, it could have a material adverse effect on the Company’s business and financial condition.

Based on the Company’s current understanding of these pending legal actions and proceedings, management does not believe that judgments or settlements arising from pending or threatened legal matters, individually or in the aggregate, will have a material adverse effect on the consolidated financial position, operating results or cash flows of the Company. However, unfavorable resolutions could affect the consolidated financial position, results of operations or cash flows for the years in which they are resolved.

Regulatory Requirements

The Company is subject to various capital requirements by the U.S. Department of Housing and Urban Development (“HUD”); lenders of the warehouse lines of credit; and secondary markets investors. Failure to maintain minimum capital requirements could result in the inability to participate in HUD-assisted mortgage insurance programs, to borrow funds from warehouse line lenders or to sell or service mortgage loans. As of September 30, 2022, the Company was in compliance with its selling and servicing capital requirements.

Commitments to Extend Credit

The Company enters into IRLCs with customers who have applied for residential mortgage loans and meet certain credit and underwriting criteria. These commitments expose the Company to market risk if interest rates change and the loan is not economically hedged or committed to an investor. The Company is also exposed to credit loss if the loan is originated and not sold to an investor and the customer does not perform. The collateral upon extension of credit typically consists of a first deed of trust in the mortgagor’s residential property. Commitments to originate loans do not necessarily reflect future cash requirements as some commitments are expected to expire without being drawn upon. Total commitments to originate loans as of September 30, 2022 and December 31, 2021 approximated $4.8 billion and $12.7 billion, respectively. These loan commitments are treated as derivatives and are carried at fair value, refer to Note 6- Derivative Financial Instruments and Hedging Activities for further information on derivatives.

Loan Loss Obligation for Sold Loans

When the Company sells mortgage loans, it makes customary representations and warranties to the purchasers about various characteristics of each loan such as the origination and underwriting guidelines, including but not limited to the validity of the lien securing the loan, property eligibility, borrower credit, income and asset requirements, and compliance with applicable federal, state and local law. The Company establishes a loan repurchase reserve for losses associated with repurchase loan obligations if the Company breached a representation or warranty given to the loan purchaser. Additionally, the Company’s loan loss obligation for sold loans includes an estimate for losses associated with early payoffs and early payment defaults. There have been charge-offs associated with early payoffs, early payment defaults and losses related to representations, warranties, and other provisions for the three and nine months ended September 30, 2022 and 2021.

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The activity related to the loan loss obligation for sold loans is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Balance at beginning of period	$	85,873	$	26,626	$	29,877	$	33,591
Provision for loan loss obligations	12,932		2,456		108,550		2,723
Charge-offs	(29,879)		(2,094)		(69,501)		(9,326)
Balance at end of period	$	68,926	$	26,988	$	68,926	$	26,988

Obligation for Sold MSRs

The Company recognizes sales of mortgage servicing rights as sales if title passes, if substantially all risks and rewards of ownership have irrevocably passed to the purchaser, and any protection provisions retained by the Company are minor and can be reasonably estimated.  If a sale is recognized and only minor protection provisions exist, a liability for the estimated obligation associated with those provisions is recorded in accounts payable, accrued expenses and other liabilities on the consolidated balance sheet. The Company establishes a reserve related to the reimbursement of the purchase price for any loans that are prepaid in full within 90 days of the MSR sale transaction. The obligation for sold MSRs was $6.5 million and $0.4 million as of September 30, 2022 and December 31, 2021, respectively

TRA Liability

As part of the IPO and reorganization, the Company entered into a TRA with Parthenon Stockholders and certain Continuing LLC Members, whereby loanDepot, Inc. will be obligated to pay such parties or their permitted assignees, 85% of the amount of cash tax savings, if any, in U.S. federal, state, and local taxes that loanDepot, Inc. realizes, or is deemed to realize as a result of future tax benefits from increases in tax basis. The TRA liability is accounted for as a contingent liability with amounts accrued when deemed probable and estimable. The Company recognized a TRA liability of $47.8 million and $32.9 million as of September 30, 2022 and December 31, 2021, respectively, which represents the Company’s estimate of the aggregate amount that it will pay under the TRA as a result of the offering transaction. The amounts payable under the TRA will vary depending on a number of factors, such as the amount and timing of taxable income attributable to loanDepot, Inc.

NOTE 16 – REGULATORY CAPITAL AND LIQUIDITY REQUIREMENTS

The Company, through certain subsidiaries, is required to maintain minimum net worth, liquidity and other financial requirements specified in certain of its selling and servicing agreements, including:

•Ginnie Mae single-family issuers. The eligibility requirements include net worth of $2.5 million plus 0.35% of outstanding Ginnie Mae single-family obligations and a liquidity requirement equal to the greater of $1.0 million or 0.10% of outstanding Ginnie Mae single-family securities.

•Fannie Mae and Freddie Mac. The eligibility requirements for seller/servicers include tangible net worth of $2.5 million plus 0.25% of the Company’s total single-family servicing portfolio, excluding loans subserviced for others

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and a liquidity requirement equal to 0.035% of the aggregate UPB serviced for the agencies plus 2.0% of total nonperforming agency servicing UPB in excess of 6%.

•HUD. The eligibility requirements include a minimum adjusted net worth of $1.0 million plus 1% of the total volume in excess of $25.0 million of FHA Single Family Mortgages originated, underwritten, serviced, and/or purchased during the prior fiscal year, up to a maximum required adjusted net worth of $2.5 million.

•Fannie Mae, Freddie Mac and Ginnie Mae. The Company is also required to hold a ratio of Adjusted/Tangible Net Worth to Total Assets greater than 6%.

To the extent that these requirements are not met, the Company may be subject to a variety of regulatory actions which could have a material adverse impact on our results of operations and financial condition. The most restrictive of the minimum net worth and capital requirements require the Company to maintain a minimum adjusted net worth balance of $125.3 million as of September 30, 2022. The Company was in compliance with the net worth, liquidity and other financial requirements of its selling and servicing requirements as of September 30, 2022.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion provides an analysis of the Company's financial condition, cash flows and results of operations from management's perspective and should be read in conjunction with our consolidated financial statements and the accompanying notes included under Part I. Item 1 of this report. The results of operations described below are not necessarily indicative of the results to be expected for any future periods. This discussion includes forward-looking information that involves risks and assumptions which could cause actual results to differ materially from management’s expectations. See our cautionary language at the beginning of this report under “Special Note Regarding Forward-Looking Statements” and for a more complete discussion of the factors that could affect our future results refer to Part II. “Item 1A. Risk Factors” and elsewhere in this Form 10-Q and Part I, Item 1A "Risk Factors" in our 2021 Form 10-K. Capitalized terms used but not otherwise defined herein have the meanings set forth in the our Form 10-K.

Overview

loanDepot is a customer-centric and technology-enabled residential mortgage platform. We launched our business in 2010 to provide mortgage loan solutions to consumers who were dissatisfied with the services offered by banks and other traditional market participants. Since our inception, we have significantly expanded our origination platform both in terms of size and capabilities. Our primary sources of revenue are derived from the origination of conventional and government mortgage loans, servicing conventional and government mortgage loans, and providing a growing suite of ancillary services.

The Company's common stock began trading on the New York Stock Exchange on February 11, 2021 under the ticker symbol "LDI." The initial public offering consisted of 3,850,000 shares of Class A common stock, $0.001 par value per share, at an offering price of $14.00 per share, pursuant to a Registration Statement on Form S-1.

A summary of our critical accounting policies and estimates is included in Critical Accounting Policies and Estimates.

Key Factors Influencing Our Results of Operations

Market and Economic Environment

The consumer lending market and the associated loan origination volumes for mortgage loans are influenced by interest rates and economic conditions. While borrower demand for consumer credit has typically remained strong in most economic environments, general market conditions, including the interest rate environment, unemployment rates, home price appreciation and consumer confidence may affect borrower willingness to seek financing and investor desire and ability to invest in loans. For example, a significant interest rate increase or rise in unemployment could cause potential borrowers to defer seeking financing as they wait for interest rates to stabilize or the general economic environment to improve. Additionally, if the economy weakens and actual or expected default rates increase, loan investors may postpone or reduce their investments in loan products.

The volume of mortgage loan originations associated with home purchases is generally affected by broader economic factors as well as the overall strength of the economy, housing prices, and interest rate fluctuations. Increases in interest rates may affect affordability and the ability for potential home buyers to qualify for a mortgage loan. Purchase mortgage loan origination volume can be subject to seasonal trends as home sales typically rise during the spring and summer seasons and decline in the fall and winter seasons. This is somewhat offset by purchase loan originations sourced from our joint ventures which experience their highest level of activity during November and December as home builders focus on completing and selling homes prior to year-end. Seasonality has less of an impact on mortgage loan refinancing volumes, which are primarily driven by fluctuations in mortgage loan interest rates.

Fluctuations in Interest Rates

Our mortgage loan refinancing volumes (and to a lesser degree, our purchase volumes), balance sheets, and results of operations are influenced by changes in interest rates and how we effectively manage the related interest rate risk. As interest rates decline, mortgage loan refinance volumes tend to increase, while an increasing interest rate environment may cause a decrease in refinance volumes and purchase volumes. In addition, the majority of our assets are subject to interest rate risk, including LHFS, IRLCs, servicing rights and mandatory trades, forward sales contracts, interest rate swap futures and put

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options. We refer to such mandatory trades, forward sales contracts, interest rate swap futures and put options collectively as “Hedging Instruments.” As interest rates increase, our LHFS and IRLCs generally decrease in value while our Hedging Instruments utilized to hedge against interest rate risk typically increase in value. Rising interest rates cause our expected mortgage loan servicing revenues to increase due to a decline in mortgage loan prepayments which extends the average life of our servicing portfolio and increases the value of our servicing rights. Conversely, as interest rates decline, our LHFS and IRLCs generally increase in value while our Hedging Instruments decrease in value. In a declining interest rate environment, borrowers tend to refinance their mortgage loans, which increases prepayment speed and causes our expected mortgage loan servicing revenues to decrease, which reduces the average life of our servicing portfolio and decreases the value of our servicing rights. The changes in fair value of our servicing rights are recorded as unrealized gains and losses in changes in fair value of servicing rights, net, in our consolidated statements of operations.

As interest rates increase, rate and term refinancings become less attractive to consumers. However, rising interest rates during periods of inflationary pressures can make real assets, including real estate, an attractive investment. Demand for real estate may result in ongoing support for purchase mortgages and increasing home price appreciation creating borrower equity that may result in increasing opportunities for cash-out refinancings or home equity loans.

Current Market Conditions

In November 2022 the Federal Reserve raised the Federal Funds rate by another 0.75 percentage points for a total increase of 3.75 percentage points since the beginning of 2022. The resulting increase in mortgage interest rates have impacted mortgage transaction volumes which are expected to continue to decline through 2023. According to MBA’s Mortgage Finance Forecast published October 23, 2022, annual one-to-four family residential mortgage origination volumes are expected to decrease by $0.2 trillion, or 9% to $2.0 trillion by December 31, 2023. The primary driver of this decrease is refinance volume.

As a result of current market conditions, we have implemented our Vision 2025 Plan, the plan’s four primary elements include: 1) Increase focus on purchase transactions while serving increasingly diverse communities across the country; 2) Execute previously announced growth-generating initiatives; 3) Centralize management of loan originations and loan fulfillment to enhance quality and effectiveness; and 4) Right-size our cost structure. During the third quarter of 2022, we reduced our real estate footprint which resulted in a $9.1 million lease impairment and $11.0 million loss on disposal of fixed assets. We reduced our quarterly operating expenses including personnel and marketing related costs and completed the exit of our wholesale business. We have substantially completed the transition of our servicing portfolio to our in-house platform, and we recently began the initial launch of our digital HELOC solution. In partnership with National HomeCorp., a Georgia-based homebuilder specializing in affordable single-family homes, we formed NHC Mortgage, a new joint venture partnership advancing our goal of purpose-driven lending and providing credit to underserved communities.

Key Performance Indicators

We manage and assess the performance of our business by evaluating a variety of metrics. Selected key performance metrics include loan originations and sales and servicing metrics.

Loan Origination and Sales

Loan originations and sales by volume and units are a measure of how successful we are at growing sales of mortgage loan products and a metric used by management in an attempt to isolate how effectively we are performing. We believe that originations and sales are an indicator of our market penetration in mortgage loans and that this provides useful information because it allows investors to better assess the strength of our core business. Loan originations and sales include brokered loan originations not funded by us. We enter into IRLCs to originate loans, at specified interest rates, with customers who have applied for a mortgage and meet certain credit and underwriting criteria. We believe the volume of our IRLCs is another measure of our overall market share.

Gain on sale margin represents the total of (i) gain on origination and sale of loans, net, and (ii) origination income, net, divided by loan origination volume during period.

Pull through weighted gain on sale margin represents the total of (i) gain on origination and sale of loans, net, and (ii) origination income, net, divided by the pull through weighted rate lock volume. Pull through weighted rate lock volume is the unpaid principal balance of loans subject to interest rate lock commitments, net of a pull-through factor for the loan funding probability.

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Servicing Metrics

Servicing metrics include the unpaid principal balance of our servicing portfolio and servicing portfolio units, which represent the number of mortgage loan customers we service. We believe that the net additions to our portfolio and number of units are indicators of the growth of our mortgage loans serviced and our servicing income, but may be offset by sales of servicing rights.

	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)	2022		2021		2022		2021
Financial statement data
Total revenue	$	274,192	$	923,756	$	1,086,141	$	3,019,678
Total expenses	435,125		744,771		1,602,038		2,364,054
Net (loss) income	(137,482)		154,277		(452,623)		608,414
(Loss) earnings per share of Class A and Class D common stock:
Basic	$	(0.37)	$	0.40	$	(1.29)	$	0.82
Diluted	$	(0.37)	$	0.40	$	(1.29)	$	0.82
Non-GAAP financial measures(1)
Adjusted total revenue	$	249,663	$	948,770	$	1,027,540	$	3,015,540
Adjusted net (loss) income	(116,846)		147,533		(367,101)		524,564
Adjusted (LBITDA) EBITDA	(114,133)		238,261		(380,049)		805,622
Adjusted diluted (loss) earnings per share	N/A		N/A		N/A		N/A
Loan origination and sales
Loan originations by channel:
Retail	$	6,331,564	$	24,938,035	$	33,688,829	$	86,247,597
Partner	3,518,363		7,047,770		13,706,884		21,711,525
Total	$	9,849,927	$	31,985,805	$	47,395,713	$	107,959,122
Loan originations by purpose:
Purchase	$	6,938,408	$	11,008,399	$	24,469,338	$	29,307,875
Refinance	2,911,519		20,977,406		22,926,375		78,651,247
Total	$	9,849,927	$	31,985,805	$	47,395,713	$	107,959,122
Loan originations (units)	29,795		94,799		142,057		306,352
Licensed loan officers:
Retail	2,096		3,081		2,096		3,081
Partner	223		280		223		280
Total	2,319		3,361		2,319		3,361
Loans sold:
Servicing retained	$	6,604,979	$	26,520,547	$	34,296,344	$	94,937,638
Servicing released	5,132,350		5,672,551		18,220,561		11,474,587
Total	$	11,737,329	$	32,193,098	$	52,516,905	$	106,412,225
Loans sold (units)	34,613		95,735		154,624		302,764

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	Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in thousands)	2022			2021			2022			2021
Gain on sale margin	1.80		%	2.84		%	1.66		%	2.71		%
Gain on sale margin - retail	2.34			3.28			1.87			3.02
Gain on sale margin - partner	0.84			1.24			1.15			1.49
Pull through weighted gain on sale margin	2.03			2.99			1.92			3.13
IRLCs	$	12,032,026		$	43,673,515		$	61,620,241		$	131,502,157
IRLCs (units)	38,569			134,756			188,444			397,201
Pull through weighted lock volume	$	8,755,082		$	30,354,123		$	40,968,021		$	93,603,559
Servicing metrics
Total servicing portfolio (unpaid principal balance)	$	139,709,633		$	145,305,182		$	139,709,633		$	145,305,182
Total servicing portfolio (units)	463,471			469,019			463,471			469,019
60+ days delinquent ($)	$	1,365,774		$	1,679,691		$	1,365,774		$	1,679,691
60+ days delinquent (%)	0.98		%	1.16		%	0.98		%	1.16		%
Servicing rights at fair value, net(2)	$	2,013,269		$	1,836,694		$	2,013,269		$	1,836,694
Weighted average servicing fee (3)	0.29		%	0.30		%	0.29		%	0.30		%
Multiple(3) (4)	5.2			4.5			5.2			4.5

(1)Refer to the section titled “Non-GAAP Financial Measures” for a discussion and reconciliation of our Non-GAAP financial measures.

(2)Amount represents the fair value of servicing rights, net of servicing liabilities, which are included in accounts payable, accrued expenses, and other liabilities in the consolidated balance sheets.

(3)Agency only.

(4)Amounts represent the fair value of servicing rights, net, divided by the weighted average annualized servicing fee.

Results of Operations

The following table sets forth our consolidated financial statement data for the three months ended September 30, 2022 compared to the three months ended September 30, 2021.

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	Three Months Ended September 30,				Change $		Change %
(Dollars in thousands)	2022		2021
	(Unaudited)
REVENUES:
Net interest income	$	9,794	$	14,235	$	(4,441)	(31.2)	%
Gain on origination and sale of loans, net	156,300		821,275		(664,975)		(81.0)
Origination income, net	21,268		86,601		(65,333)		(75.4)
Servicing fee income	113,544		102,429		11,115		10.9
Change in fair value of servicing rights, net	(38,479)		(138,462)		99,983		72.2
Other income	11,765		37,678		(25,913)		(68.8)
Total net revenues	274,192		923,756		(649,564)		(70.3)
EXPENSES:
Personnel expense	218,819		449,152		(230,333)		(51.3)
Marketing and advertising expense	42,940		131,971		(89,031)		(67.5)
Direct origination expense	19,463		49,559		(30,096)		(60.7)
General and administrative expense	83,412		50,013		33,399		66.8
Occupancy expense	9,889		9,686		203		2.1
Depreciation and amortization	10,243		8,688		1,555		17.9
Servicing expense	14,221		22,879		(8,658)		(37.8)
Other interest expense	36,138		22,823		13,315		58.3
Goodwill impairment	—		—		—		NM
Total expenses	435,125		744,771		(309,646)		(41.6)
(Loss) income before income taxes	(160,933)		178,985		(339,918)		(189.9)
Income tax (benefit) expense	(23,451)		24,708		(48,159)		(194.9)
Net (loss) income	(137,482)		154,277		(291,759)		(189.1)
Net (loss) income attributable to noncontrolling interests	(77,401)		102,802		(180,203)		(175.3)
Net (loss) income attributable to loanDepot, Inc.	$	(60,081)	$	51,475	$	(111,556)	(216.7)

The results for the three months ended September 30, 2022 reflect an increase in mortgage rates which resulted in a decrease in our profit margins. The decrease of $291.8 million, or 189.1% in net income reflect a $665.0 million decrease in gain on origination and sale of loans, net, partially offset by a $309.6 million decrease in total expenses. The increased interest rate environment resulted in a decrease in margins and volume of mortgage loan originations and IRLCs from the comparable 2021 period.

Revenues

Net Interest Income. Net interest income represents income earned on LHFS offset by interest expense on amounts borrowed under warehouse and other lines of credit to finance such loans until sold. A $5.5 billion decrease in the average balance of LHFS coupled with higher costing warehouse lines drove the decrease in net interest income.

Gain on Origination and Sale of Loans, Net. Gain on origination and sale of loans, net, was comprised of the following components:

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	Three Months Ended September 30,				Change $		Change %
(Dollars in thousands)	2022		2021
(Discount) premium from loan sales	$	(83,312)	$	674,782	$	(758,094)	(112.3)	%
Servicing rights additions	124,244		345,882		(221,638)		(64.1)
Fair value losses on IRLC and LHFS	(203,519)		(107,689)		(95,830)		(89.0)
Fair value gains (losses) from Hedging Instruments	274,185		(39,659)		313,844		791.4
Discount points, rebates and lender paid costs	57,634		(49,585)		107,219		216.2
Provision for loan loss obligation for loans sold	(12,932)		(2,456)		(10,476)		(426.5)
Total gain on origination and sale of loans, net	$	156,300	$	821,275	$	(664,975)	(81.0)

The decrease in gain on origination and sale of loans, net was primarily driven by a reduction in volume and margins due to higher interest rates, partially offset by fair value gains from Hedging Instruments.

Origination Income, Net. Origination income, net, reflects the fees that we earn, net of lender credits we pay, from originating loans. Origination income includes loan origination fees, processing fees, underwriting fees, and other fees collected from the borrower at the time of funding. Lender credits typically include rebates or concessions to borrowers for certain loan origination costs. The $65.3 million or 75.4% decrease in origination income was the result of a 69.2% decrease in loan origination volumes.

Servicing Fee Income. Servicing fee income reflects contractual servicing fees and ancillary and other fees (including late charges) related to the servicing of mortgage loans. The increase of $11.1 million or 10.9% in servicing income reflects an increase of $4.3 billion in the average UPB of our servicing portfolio.

Change in Fair Value of Servicing Rights, Net. Change in fair value of servicing rights, net includes (i) fair value gains or losses net of Hedging Instrument gains or losses; (ii) collection/realization of cash flows, which includes principal amortization and prepayments; and (iii) realized gains or losses on the sales of servicing rights. The increase of $100.0 million reflects fair value gains of $49.5 million and lower prepayments of $49.7 million due to the increasing rate environment.

Other Income. Other income includes our pro rata share of net earnings from joint ventures, fee income from title, escrow and settlement services for mortgage loan transactions performed by LDSS, and fair value changes in our trading securities. The decrease of $25.9 million or 68.8% was primarily the result of a decrease of $26.5 million in escrow and title fee income due to decreased mortgage loan settlement activity and fair value losses of $6.1 million on our trading securities due to the increasing rate environment.

Expenses

Personnel Expense. Personnel expense includes salaries, commissions, incentive compensation, benefits, and other employee compensation costs. The $230.3 million or 51.3% decrease reflects lower commissions of $155.8 million due to lower loan origination volumes and lower salaries and benefits of $80.7 million, partially offset by higher severance of $8.0 million related to previously announced cost savings initiatives. As of September 30, 2022, we had 6,121 employees compared to 11,664 employees as of September 30, 2021, representing a decrease of 47.5%.

Marketing and Advertising Expense. Marketing and advertising expenses relate to performance and brand marketing. The $89.0 million or 67.5% decrease in marketing expense was driven by cost savings measures affecting purchased leads, television, and print ads.

General and Administrative Expense. General and administrative expenses include professional fees, data processing expense, communications expense, and other operating expenses. The $33.4 million or 66.8% increase in general and administrative expense was driven by charges that included an $11.0 million loss on disposal of fixed assets, $9.1 million of lease impairment charges, and a $4.5 million increase in professional and consulting services.

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Servicing Expense. Servicing expense reflects in-house servicing costs and amounts that we pay to our sub-servicers to service our mortgage loan servicing portfolio. The $8.7 million or 37.8% decrease in servicing expense reflects our shift to in-house servicing.

Other Interest Expense. The $13.3 million or 58.3% increase in other interest expense was the result of a $785.3 million increase in average outstanding debt obligations primarily resulting from a $907.3 million increase in MSR facilities.

Income Tax Expense (Benefit). Benefit for income taxes of $23.5 million for the three months ended September 30, 2022, compared to expense of $24.7 million for the three months ended September 30, 2021 reflects net losses for the three months ended September 30, 2022 compared to net income for the three months ended September 30, 2021.

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Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

	Nine Months Ended September 30,				Change $		Change %
(Dollars in thousands)	2022		2021
	(Unaudited)
REVENUES:
Net interest income	$	45,668	$	22,495	$	23,173	103.0	%
Gain on origination and sale of loans, net	665,993		2,647,328		(1,981,335)		(74.8)
Origination income, net	119,449		280,824		(161,375)		(57.5)
Servicing fee income	341,929		279,738		62,191		22.2
Change in fair value of servicing rights, net	(140,370)		(327,194)		186,824		57.1
Other income	53,472		116,487		(63,015)		(54.1)
Total net revenues	1,086,141		3,019,678		(1,933,537)		(64.0)
EXPENSES:
Personnel expense	861,382		1,523,012		(661,630)		(43.4)
Marketing and advertising expense	205,289		355,730		(150,441)		(42.3)
Direct origination expense	106,616		146,553		(39,937)		(27.3)
General and administrative expense	197,089		149,984		47,105		31.4
Occupancy expense	28,673		28,956		(283)		(1.0)
Depreciation and amortization	32,110		25,827		6,283		24.3
Servicing expense	46,472		76,731		(30,259)		(39.4)
Other interest expense	83,671		57,261		26,410		46.1
Goodwill impairment	40,736		—		40,736		100.0
Total expenses	1,602,038		2,364,054		(762,016)		(32.2)
(Loss) income before income taxes	(515,897)		655,624		(1,171,521)		(178.7)
Income tax (benefit) expense	(63,274)		47,210		(110,484)		(234.0)
Net (loss) income	(452,623)		608,414		(1,061,037)		(174.4)
Net (loss) income attributable to noncontrolling interests	(256,873)		503,503		(760,376)		(151.0)
Net (loss) income attributable to loanDepot, Inc.	$	(195,750)	$	104,911	$	(300,661)	(286.6)

Results for the nine months ended September 30, 2022 reflect the sharp increase in mortgage rates which resulted in a decrease to our profit margins. The decrease of $1.1 billion, or 174.4% in net income is primarily from a $2.0 billion decrease in gain on origination and sale of loans, net, partially offset by a $762.0 million decrease in total expenses. The increased interest rate environment resulted in a decrease in margins and volume of mortgage loan originations and IRLCs from the comparable 2021 period.

Revenues

Net Interest Income. The increase in net interest income reflected higher yields on LHFS, partially offset by a $3.3 billion decrease in average LHFS.

Gain on Origination and Sale of Loans, Net. Gain on origination and sale of loans, net was comprised of the following components:

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	Nine Months Ended September 30,				Change $		Change %
(Dollars in thousands)	2022		2021
(Discount) premium from loan sales	$	(756,602)	$	1,552,668	$	(2,309,270)	(148.7)	%
Servicing rights additions	574,459		1,302,884		(728,425)		(55.9)
Fair value losses on IRLC and LHFS	(501,053)		(454,845)		(46,208)		(10.2)
Fair value gains from Hedging Instruments	1,268,271		442,387		825,884		186.7
Discount points, rebates and lender paid costs	189,468		(193,043)		382,511		198.1
Provision for loan loss obligation for loans sold	(108,550)		(2,723)		(105,827)		(3,886.4)
	$	665,993	$	2,647,328	$	(1,981,335)	(74.8)

The decrease in gain on origination and sale of loans, net reflects increased market rates during the nine months ended September 30, 2022 and the resulting decrease in loan origination volumes and gain on sale margins, partially offset by fair value gains from Hedging Instruments and lower lender paid costs. The increased provision for loan loss obligations on loan sold also reflects the higher market rates which reduced the fair value of loans subject to repurchase that were originated in prior periods at lower interest rates.

Origination Income, Net. The decrease in origination income, net, of $161.4 million or 57.5% is consistent with the decrease in loan origination volumes.

Servicing Fee Income. The $62.2 million or 22.2% increase was the result of an increase of $23.3 billion in the average UPB of our servicing portfolio.

Change in Fair Value of Servicing Rights, Net. The increase of $186.8 million reflects a $130.1 million decrease in prepayments from the increasing rate environment and $54.5 million in fair value gains.

Other Income. The decrease of $63.0 million or 54.1% reflects a decrease of $53.6 million in escrow and title fee income due to decreased mortgage loan settlement services and fair value losses on trading securities of $19.1 million from rising interest rates.

Expenses

Personnel Expense. The decrease of $661.6 million reflects a $434.2 million decrease in commissions due to the decrease in loan originations and a $177.3 million decrease in salaries and benefits due to the 47.5% decrease in headcount.

Marketing and Advertising Expense. The decrease of $150.4 million or 42.3% reflects a reduction in television ads and purchased leads.

General and Administrative Expense. The $47.1 million or 31.4% increase in general and administrative expense included $15.1 million of lease impairment charges, an $11.0 million loss on disposal of fixed assets, and a $6.8 million increase in professional and consulting services.

Servicing Expense. The decrease of $30.3 million or 39.4% between periods reflects our shift to in-house servicing.

Other Interest Expense. The $26.4 million or 46.1% increase in other interest expense was the result of a $955.8 million increase in average balances and higher rates on secured credit facilities, partially offset by a $10.5 million gain on extinguishment of debt from the repurchase of $97.5 million of the 2028 Senior Notes during the first quarter of 2022.

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Income Tax Expense (Benefit). The benefit for income taxes of $63.3 million for the nine months ended September 30, 2022, as compared to expense of $47.2 million for the nine months ended September 30, 2021 reflects net losses, partially offset by non-deductible impairment of goodwill and other intangible assets for the nine months ended September 30, 2022 compared to net income for the nine months ended September 30, 2021.

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Balance Sheet Highlights

September 30, 2022 Compared to December 31, 2021

The following table sets forth our consolidated balance sheets as of the dates indicated:

(Dollars in thousands)	September 30, 2022		December 31, 2021		Change $		Change %
	(Unaudited)
ASSETS
Cash and cash equivalents	$	1,143,948	$	419,571	$	724,377	172.6	%
Restricted cash	160,926		201,025		(40,099)		(19.9)
Accounts receivable, net	108,253		56,183		52,070		92.7
Loans held for sale, at fair value	2,692,820		8,136,817		(5,443,997)		(66.9)
Derivative assets, at fair value	316,647		194,665		121,982		62.7
Servicing rights, at fair value	2,030,026		2,006,712		23,314		1.2
Trading securities, at fair value	97,210		72,874		24,336		33.4
Property and equipment, net	98,944		104,262		(5,318)		(5.1)
Operating lease right-of-use assets	39,480		55,646		(16,166)		(29.1)
Prepaid expenses and other assets	115,452		140,315		(24,863)		(17.7)
Loans eligible for repurchase	554,892		363,373		191,519		52.7
Investments in joint ventures	19,938		18,553		1,385		7.5
Goodwill and intangible assets, net	—		42,317		(42,317)		(100.0)
Total assets	$	7,378,536	$	11,812,313	$	(4,433,777)	(37.5)
LIABILITIES & EQUITY
Warehouse and other lines of credit	$	2,529,436	$	7,457,199	$	(4,927,763)	(66.1)
Accounts payable, accrued expenses and other liabilities	716,048		624,444		91,604		14.7
Derivative liabilities, at fair value	149,837		37,797		112,040		296.4
Liability for loans eligible for repurchase	554,892		363,373		191,519		52.7
Operating lease liability	66,122		71,932		(5,810)		(8.1)
Debt obligations, net	2,283,704		1,628,208		655,496		40.3
Total liabilities	6,300,039		10,182,953		(3,882,914)		(38.1)
Total equity	1,078,497		1,629,360		(550,863)		(33.8)
Total liabilities and equity	$	7,378,536	$	11,812,313	$	(4,433,777)	(37.5)

Cash and Cash Equivalents. The $724.4 million or 172.6% increase in cash and cash equivalents included $689.9 million in proceeds from the bulk sale of MSRs and increased utilization of MSR facilities, partially offset by the repurchase of $97.5 million of 2028 Senior Notes and $118.9 million of dividends and distributions.

Loans Held for Sale, at Fair Value. Loans held for sale, at fair value, are primarily fixed and variable rate, 15- to 30-year term first-lien loans that are secured by residential property. The $5.4 billion or 66.9% decrease reflects $52.5 billion in loan sales, partially offset by $47.4 billion in loan originations.

Derivative Assets, at Fair Value. The $122.0 million or 62.7% increase reflects a $285.5 million increase in Hedging Instruments from increasing interest rates, partially offset by a $163.5 million decrease in IRLCs assets from lower IRLC volume. At September 30, 2022, derivative assets included Hedging Instruments with fair values totaling $295.7 million compared to $10.3 million at December 31, 2021.

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Servicing Rights, at Fair Value. The $23.3 million or 1.2% increase included $574.5 million in capitalized servicing rights from the sale of loans on a servicing-retained basis and a $373.2 million increase in estimated fair value due to a decrease in prepayment speed assumptions from increased interest rates, partially offset by a $740.7 million decrease in servicing rights from the sale of $43.2 billion in UPB of servicing rights and $193.0 million of principal amortization and prepayments.

Trading Securities, at Fair Value. The $24.3 million or 33.4% increase represents the Mello Mortgage Capital Acceptance securitizations completed in 2022, partially offset by principal collections and fair value losses. We retained a five percent economic interest in the credit risk of the assets collateralizing the securitization pursuant to the U.S. credit risk retention rules.

Goodwill and intangible assets, net. The impact of rising interest rates on the mortgage industry and the Company’s recent stock performance triggered an interim evaluation of goodwill and other intangible assets. Based upon the results of these evaluations, a non-cash impairment charge of $42.1 million was recognized during the second quarter of 2022 to write off the balance of goodwill and other intangible assets. The impairment charge was driven predominantly by stock market valuations and the price of our common stock, which adversely impacted the valuation of our goodwill and other intangible assets.

Warehouse and Other Lines of Credit. The decrease of $4.9 billion or 66.1% was the result of loan sales outpacing originations by $5.1 billion during the nine months ended September 30, 2022.

Derivative Liabilities, at Fair Value. The increase of $112.0 million or 296.4% reflects an $81.9 million increase in IRLCs and a $30.2 million increase in Hedging Instrument liabilities due to increasing interest rates.

Debt Obligations, net. The increase of $655.5 million or 40.3% included an increase in secured credit facilities of $748.8 million, partially offset by the repurchase of $97.5 million of our 2028 Senior Notes.

Equity. Total equity was $1.1 billion and $1.6 billion as of September 30, 2022 and December 31, 2021, respectively. The decrease was attributed to net loss of $452.6 million, dividends and distributions totaling $89.8 million, decrease to additional paid in capital of $19.8 million related to deferred taxes, and the repurchase of treasury shares, at cost of $0.4 million to net settle and withhold tax on vested RSUs, partially offset by stock-based compensation of $11.8 million.

Liquidity and Capital Resources

Liquidity

Our liquidity reflects our ability to meet our current obligations (including our operating expenses and, when applicable, the retirement of our debt and margin calls relating to our Hedging Instruments, warehouse and other lines of credit, and secured credit facilities, fund new originations and purchases, meet servicing requirements, and make investments as we identify them. We forecast the need to have adequate liquid funds available to operate and grow our business. As of September 30, 2022, unrestricted cash and cash equivalents were $1.1 billion and committed and uncommitted available capacity under our warehouse and other lines of credit was $3.1 billion.

We fund substantially all of the mortgage loans we close through borrowings under our warehouse and other lines of credit. Our mortgage origination liquidity could be affected as our lenders reassess their exposure to the mortgage origination industry and either curtail access to uncommitted mortgage warehouse financing capacity or impose higher costs to access such capacity. Our liquidity may be further constrained as there may be less demand by investors to acquire our mortgage loans in the secondary market.

As a servicer, we are required to advance principal and interest to the investor for up to four months on GSE backed mortgages and longer on other government agency backed mortgages on behalf of clients who have entered a forbearance plan. As of September 30, 2022, approximately 0.2%, or $319.5 million UPB, of our servicing portfolio was in active forbearance. While these advance requirements have decreased from the higher levels during 2020, the economic impact of COVID-19 could continue to result in additional advance requirements related to forbearance plans.

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Sources and Uses of Cash

Our primary sources of liquidity have been as follows: (i) funds obtained from our warehouse and other lines of credit; (ii) proceeds from debt obligations; (iii) proceeds received from the sale and securitization of loans; (iv) proceeds from the sale of servicing rights; (v) loan fees from the origination of loans; (vi) servicing fees; (vii) title and escrow fees from settlement services; (viii) real estate referral fees; and (ix) interest income from LHFS.

Our primary uses of funds for liquidity have included the following: (i) funding mortgage loans; (ii) funding loan origination costs; (iii) payment of warehouse line haircuts required at loan origination; (iv) payment of interest expense on warehouse and other lines of credit; (v) payment of interest expense under debt obligations; (vi) payment of operating expenses; (vii) repayment of warehouse and other lines of credit; (viii) repayment of debt obligations; (ix) funding of servicing advances; (x) margin calls on warehouse and other lines of credit or Hedging Instruments; (xi) payment of tax distributions to holders of Holdco Units; (xii) payments of cash dividends or distributions subject to the discretion of our board of directors, (xiii) repurchases of loans under representation and warranty breaches; and (xiv) costs relating to servicing and subservicing.

We rely on the secondary mortgage market as a source of long-term capital to support our mortgage lending operations. Approximately 78% of the mortgage loans that we originated during the nine months ended September 30, 2022 were sold in the secondary mortgage market to Fannie Mae or Freddie Mac or, in the case of MBS guaranteed by Ginnie Mae, are mortgage loans insured or guaranteed by the FHA or VA. We also sell loans to many private investors.

At this time, we currently believe that our cash on hand, as well as the sources of liquidity described above, will be sufficient to maintain our current operations and fund our loan operations and capital commitments for the next twelve months. However, we will continue to review our liquidity needs in light of current and anticipated mortgage market conditions and we have taken various steps to align our cost structure with current and expected mortgage origination volumes.

Warehouse and Other Lines of Credit and Debt Obligations

Warehouse and other lines of credit are discussed in Note 9- Warehouse and Other Lines of Credit and debt obligations are discussed in Note 10- Debt Obligations of the Notes to Consolidated Financial Statements contained in Item 1.

Our lenders require us to comply with various financial covenants including tangible net worth, liquidity, leverage ratios and profitability. As a result of net losses during 2022, we were required to amend certain of our warehouse lines or debt obligations or obtain waivers of profitability related to financial covenants in certain of our debt obligations. We expect that we will need to further amend or obtain waivers in order to maintain compliance with such financial covenants. Our lenders are not required to grant any such amendments or waivers and may determine not to do so. As of September 30, 2022, following certain amendments, we were in full compliance with all financial covenants. Although these financial covenants limit the amount of indebtedness that we may incur and affect our liquidity through minimum cash reserve requirements, we believe that these covenants currently provide us with sufficient flexibility to operate our business and obtain the financing necessary to achieve that purpose.

We finance most of our loan originations on a short-term basis using our warehouse and other lines of credit. Under these facilities, we agree to transfer certain loans to our counterparties against the transfer of funds by them, with a simultaneous agreement by the counterparties to transfer the loans back to us at the date loans are sold, or on demand by us, against the transfer of funds from us. We do not recognize these transfers as sales for accounting purposes. During the nine months ended September 30, 2022, loans remained on warehouse lines for an average of 18 days. Our warehouse facilities are generally short-term borrowings with original maturities between one and two years. Our securitization facilities are generally two or three year terms. We utilize both committed and uncommitted loan funding facilities and we evaluate our needs under these facilities based on forecasted volume of loan originations and sales.

As of September 30, 2022, we maintained revolving lines of credit with ten counterparties providing warehouse and securitization facilities with borrowing capacity totaling $5.7 billion of which $1.4 billion was committed. Our $5.7 billion of capacity as of September 30, 2022 was comprised of $2.9 billion with maturities staggered throughout 2022, $2.3 billion maturing in 2023, and $0.5 billion maturing in 2024. As of September 30, 2022, we had $2.5 billion of borrowings outstanding and $3.1 billion of additional availability under our facilities.

When we draw on our warehouse and securitization facilities we must pledge eligible loan collateral. Our warehouse line providers require us to make a capital investment, or “haircut.” upon financing the loan, which is generally based on product

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types and the market value of the loans. The haircuts are normally recovered from sales proceeds. As of September 30, 2022, we had a total of $38.5 million in restricted cash posted as collateral with our warehouse and securitization facilities, of which $5.5 million was the minimum requirement.

In addition to our warehouse lines, we fund our balance sheet through our secured and unsecured debt obligations. The availability and cost of funds to us can vary depending on market conditions. From time to time, and subject to any applicable laws or regulations, we may take steps to reduce or repurchase our debt through redemptions, tender offers, cash purchases, prepayments, refinancing, exchange offers, open market or privately-negotiated transactions. The amount of debt, if any, that may be reduced or repurchased will depend on various factors, such as market conditions, trading levels of our debt, our cash positions, our compliance with debt covenants, and other considerations.

Secured debt obligations as of September 30, 2022 included secured credit facilities and Term Notes that totaled $1.3 billion net of $1.9 million of deferred financing costs. Secured credit facilities are secured by Ginnie Mae, Fannie Mae, or Freddie Mac MSRs, certain servicing advance receivables, or trading securities. Term Notes are secured by certain participation certificates relating to Ginnie Mae MSRs.

Unsecured debt obligations as of September 30, 2022 consisted of Senior Notes totaling $1.0 billion net of $11.3 million of deferred financing costs. During the first quarter of 2022, we repurchased $97.5 million of 2028 Senior Notes at an average purchase price of 87.9% of par which resulted in a $10.5 million gain on extinguishment of debt recorded in other interest expense on the consolidated statement of operations.

Dividends and Distributions

During the nine months ended September 30, 2022, we paid dividends and distributions totaling $118.9 million.

On December 13, 2021, we declared a regular cash dividend of $0.08 per share on our Class A common stock and Class D common stock. The board of directors of LD Holdings authorized a simultaneous cash distribution on its units. The dividend was paid on January 18, 2022 to the Company's stockholders of record as of the close of business on January 3, 2022.

On March 14, 2022, we declared a regular cash dividend of $0.08 per share on our Class A common stock and Class D common stock. The board of directors of LD Holdings authorized a simultaneous cash distribution on its units. The dividend was paid on April 18, 2022 to the Company's stockholders of record as of the close of business on April 4, 2022.

Cash dividends are subject to the discretion of our board of directors and our compliance with applicable law, and depend on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, including the satisfaction of our obligations under the TRA, restrictions in our debt agreements, business prospects and other factors that our board of directors may deem relevant.

Our ability to pay dividends depends on our receipt of cash dividends from our operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their jurisdiction of organization or agreements of our subsidiaries, including agreements governing our indebtedness. Future agreements may also limit our ability to pay dividends.

As part of our balance sheet and capital management strategies, we suspended our regular quarterly dividend effective March 31, 2022 and for the foreseeable future.

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Contractual Obligations and Commitments

Our estimated contractual obligations as of September 30, 2022 are as follows:

 

	Payments Due by Period
(Dollars in thousands)	Total		Less than 1 Year		1-3 years		3-5 Years		More than 5 Years
Warehouse and other lines of credit	$	2,529,436	$	2,029,436	$	500,000	$	—	$	—
Debt obligations (1)
Secured credit facilities	1,094,433		746,451		347,982		—		—
Term Notes	200,000		—		200,000		—		—
Senior Notes	1,002,475		—		—		500,000		502,475
Operating lease obligations (2)	74,348		23,112		33,122		13,448		4,666
Naming and promotional rights agreements	95,018		19,642		43,876		12,000		19,500
Total contractual obligations	$	4,995,710	$	2,818,641	$	1,124,980	$	525,448	$	526,641

(1)    Amounts exclude deferred financing costs.

(2)    Represents lease obligations for office space under non-cancelable operation lease agreements.

In addition to the above contractual obligations, we also have interest rate lock commitments and forward sale contracts. Commitments to originate loans do not necessarily reflect future cash requirements as some commitments are expected to expire without being drawn upon and, therefore, those commitments have been excluded from the table above. Refer to Note 6- Derivative Financial Instruments and Hedging Activities of the Notes to Consolidated Financial Statements contained in Item 1 for further discussion on derivatives.

Off-Balance Sheet Arrangements

As of September 30, 2022, we were party to mortgage loan participation purchase and sale agreements, pursuant to which we have access to uncommitted facilities that provide liquidity for recently sold MBS up to the MBS settlement date. These facilities, which we refer to as gestation facilities, are a component of our financing strategy and are off-balance sheet arrangements provided by certain warehouse lenders.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with GAAP, which requires us to make judgments, estimates and assumptions that affect: (i) the reported amounts of our assets and liabilities; (ii) the disclosure of our contingent assets and liabilities at the end of each reporting period; and (iii) the reported amounts of revenues and expenses during each reporting period. We continually evaluate these judgments, estimates and assumptions based on our own historical experience, knowledge and assessment of current business and other conditions and our expectations regarding the future based on available information which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application. Our accounting policies are described in Note 1 to the consolidated financial statements included in the Company's 2021 Form 10-K. At December 31, 2021, the most critical of these significant accounting policies were policies related to the fair value of loans held for sale, servicing rights, and derivative financial instruments. As of the date of this report, there have been no significant changes to the Company's critical accounting policies or estimates.

When reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions.

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Reconciliation of Non-GAAP Measures

To provide investors with information in addition to our results as determined by GAAP, we disclose certain non-GAAP measures to assist investors in evaluating our financial results. We believe these non-GAAP measures provide useful information to investors regarding our results of operations because each measure assists both investors and management in analyzing and benchmarking the performance and value of our business. They facilitate company-to-company operating performance comparisons by backing out potential differences caused by variations in hedging strategies, changes in valuations, capital structures (affecting interest expense on non-funding debt), taxation, the age and book depreciation of facilities (affecting relative depreciation expense), the amortization of intangibles, and other cost or benefit items which may vary for different companies for reasons unrelated to operating performance. These non-GAAP measures include our Adjusted Total Revenue, Adjusted Net Income (Loss), Adjusted Diluted Earnings (Loss) Per Share, and Adjusted EBITDA (LBITDA). We exclude from each of these non-GAAP financial measures the change in fair value of MSRs and related hedging gains and losses as they add volatility and are not indicative of the Company’s operating performance or results of operation. We also exclude stock compensation expense, which is a non-cash expense, management fees, IPO expenses, gains or losses on extinguishment of debt and disposal of fixed assets, non-cash goodwill impairment, and other impairment charges to intangible assets and operating lease right-of-use assets as management does not consider these costs to be indicative of our performance or results of operations. Adjusted EBITDA (LBITDA) includes interest expense on funding facilities, which are recorded as a component of “net interest income (expense)”, as these expenses are a direct operating expense driven by loan origination volume. By contrast, interest expense on our non-funding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA (LBITDA). Adjustments for income taxes are made to reflect historical results of operations on the basis that it was taxed as a corporation under the Internal Revenue Code, and therefore subject to U.S. federal, state and local income taxes. These non-GAAP measures have limitations as analytical tools, and should not be considered in isolation or as a substitute for revenue, net income, or any other operating performance measure calculated in accordance with GAAP, and may not be comparable to a similarly titled measure reported by other companies. Some of these limitations are:

•Adjusted EBITDA (LBITDA) does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payment on our debt;

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced or require improvements in the future, and Adjusted Total Revenue, Adjusted Net Income (Loss), and Adjusted EBITDA (LBITDA) do not reflect any cash requirement for such replacements or improvements; and

•they are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows.

Because of these limitations, Adjusted Total Revenue, Adjusted Net Income (Loss), Adjusted Diluted Earnings (Loss) Per Share, and Adjusted EBITDA (LBITDA) are not intended as alternatives to total revenue, net income (loss), net income (loss) attributable to the Company, or Diluted Earnings (Loss) Per Share or as an indicator of our operating performance and should not be considered as measures of discretionary cash available to us to invest in the growth of our business or as measures of cash that will be available to us to meet our obligations. We compensate for these limitations by using Adjusted Total Revenue, Adjusted Net Income (Loss), Adjusted Diluted Earnings (Loss) Per Share, and Adjusted EBITDA (LBITDA) along with other comparative tools, together with U.S. GAAP measurements, to assist in the evaluation of operating performance. See below for a reconciliation of these non-GAAP measures to their most comparable U.S. GAAP measures.

Reconciliation of Total Revenue to Adjusted Total Revenue (Dollars in thousands) (Unaudited):	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Total net revenue	$	274,192	$	923,756	$	1,086,141	$	3,019,678
Change in fair value of servicing rights net, of hedging gains and losses(1)	(24,529)		25,014		(58,601)		(4,138)
Adjusted total revenue	$	249,663	$	948,770	$	1,027,540	$	3,015,540

(1)Represents the change in the fair value of servicing rights attributable to changes in assumptions, net of hedging gains and losses.

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Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss) (Dollars in thousands) (Unaudited):	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022			September 30, 2021
Net (loss) income attributable to loanDepot, Inc.	$	(60,081)	$	51,475	$	(195,750)		$	104,911
Net (loss) income from the pro forma conversion of Class C common shares to Class A common shares(1)	(77,401)		102,802		(256,873)			503,503
Net (loss) income	(137,482)		154,277		(452,623)			608,414
Adjustments to the benefit (provision) for income taxes(2)	20,124		(27,171)		66,787			(133,076)
Tax-effected net (loss) income	(117,358)		127,106		(385,836)			475,338
Change in fair value of servicing rights, net of hedging gains and losses(3)	(24,529)		25,014		(58,601)			(4,138)
Change in fair value - contingent consideration	—		(77)		—			(77)
Stock-based compensation expense and management fees	4,773		2,882		11,794			65,084
IPO expenses	—		(54)		—			6,041
Gain on extinguishment of debt	—		—		(10,528)		(10,528)	—
Loss on disposal of fixed assets	11,026		—		11,026			—
Goodwill impairment	—		—		40,736			—
Other impairment	9,149		—		15,112			—
Tax effect of adjustments(4)	93		(7,338)		9,196			(17,684)
Adjusted net (loss) income	$	(116,846)	$	147,533	$	(367,101)		$	524,564

(1)Reflects net income (loss) to Class A common stock and Class D common stock from the pro forma exchange of Class C common stock.

(2)loanDepot, Inc. is subject to federal, state and local income taxes. Adjustments to income tax (benefit) reflect the effective income tax rates below, and the pro forma assumption that loanDepot, Inc. owns 100% of LD Holdings.

	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Statutory U.S. federal income tax rate	21.00	%	21.00	%	21.00	%	21.00	%
State and local income taxes (net of federal benefit)	5.00		5.43		5.00		5.43
Effective income tax rate	26.00	%	26.43	%	26.00	%	26.43	%

(3)Represents the change in the fair value of servicing rights attributable to changes in assumptions, net of hedging gains and losses.

(4)Amounts represent the income tax effect using the aforementioned effective income tax rates, excluding certain discrete tax items.

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Reconciliation of Adjusted Diluted Weighted Average Shares Outstanding to Diluted Weighted Average Shares Outstanding (Dollars in thousands except per share) (Unaudited)	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Net (loss) income attributable to loanDepot, Inc.	$	(60,081)	$	51,475	$	(195,750)	$	104,911
Adjusted net (loss) income	(116,846)		147,533		(367,101)		524,564
Share Data:
Diluted weighted average shares of Class A and Class D common stock outstanding	162,464,369		130,297,565		151,803,928		127,941,331
Assumed pro forma conversion of weighted average Class C shares to Class A common stock (1)	156,677,534		191,579,524		167,796,888		195,111,599
Adjusted diluted weighted average shares outstanding	319,141,903		321,877,089		319,600,816		323,052,930
Diluted (loss) earnings per share	$	(0.37)	$	0.40	$	(1.29)	$	0.82
Adjusted diluted (loss) earnings per share (2)	N/A		N/A		N/A		N/A

(1)Reflects the assumed pro forma conversion of all outstanding shares of Class C common stock to Class A common stock.

(2)Omitted adjusted diluted (loss) earnings per share measures that included the impact of the assumed exchange of shares to the extent the exchange was antidilutive.

Reconciliation of Net Income (Loss) to Adjusted EBITDA (LBITDA) (Dollars in thousands) (Unaudited):	Three Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Net (loss) income	$	(137,482)	$	154,277	$	(452,623)	$	608,414
Interest expense — non-funding debt(1)	36,138		22,823		83,671		57,261
Income tax (benefit) expense	(23,451)		24,708		(63,274)		47,210
Depreciation and amortization	10,243		8,688		32,110		25,827
Change in fair value of servicing rights, net of hedging gains and losses(2)	(24,529)		25,014		(58,601)		(4,138)
Change in fair value - contingent consideration	—		(77)		—		(77)
Stock-based compensation expense and management fees	4,773		2,882		11,794		65,084
IPO expenses	—		(54)		—		6,041
Loss on disposal of fixed assets	11,026		—		11,026		—
Goodwill impairment	—		—		40,736		—
Other impairment	9,149		—		15,112		—
Adjusted (LBITDA) EBITDA	$	(114,133)	$	238,261	$	(380,049)	$	805,622

(1)Represents other interest expense, which includes gain on extinguishment of debt and amortization of debt issuance costs, in the Company’s consolidated statement of operations.

(2)Represents the change in the fair value of servicing rights attributable to changes in assumptions, net of hedging gains and losses.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, we are exposed to various risks which can affect our business, results and operations. The primary market risks to which we are exposed include interest rate risk, credit risk, prepayment risk and inflation risk.

We manage our interest rate risk and the price risk associated with changes in interest rates pursuant to the terms of an Interest Rate Risk Management Policy which (i) quantifies our interest rate risk exposure, (ii) lists the derivatives eligible for use as Hedging Instruments and (iii) establishes risk and liquidity tolerances.

Interest Rate Risk

Our principal market exposure is to interest rate risk as our business is subject to variability in results of operations due to fluctuations in interest rates. We anticipate that interest rates will remain our primary benchmark for market risk for the foreseeable future. Changes in interest rates affect our assets and liabilities measured at fair value, including LHFS, IRLCs, servicing rights and Hedging Instruments. In a declining interest rate environment, we would expect our results of operations to be positively impacted by higher loan origination volumes and loan margins. However, we would expect our results of operations to be negatively impacted by higher actual and projected loan prepayments related to our loan servicing portfolio and a decrease in the value of our servicing rights. As interest rates decline, our LHFS and IRLCs generally increase in value while our Hedging Instruments utilized to hedge against interest rate risk decrease in value. In a rising interest rate environment, we would expect a negative impact on the results of operations of our production activities and a positive impact on the results of operations of our servicing activities (principally through an increase in the fair value of our servicing rights). As interest rates increase, our LHFS and IRLCs generally decrease in value while our Hedging Instruments typically increase in value. The interaction between the results of operations of our various activities is a core component of our overall interest rate risk strategy.

IRLCs represent an agreement to extend credit to a potential customer, whereby the interest rate on the loan is set prior to funding. Our LHFS, which are held in inventory awaiting sale into the secondary market, and our IRLCs, are subject to changes in interest rates from the date of the commitment through the sale of the loan into the secondary market. Accordingly, we are exposed to interest rate risk and related price risk during the period from the date of the lock commitment through (i) the lock commitment cancellation or expiration date, or (ii) the date of sale into the secondary mortgage market. The average term for outstanding interest rate lock commitments at September 30, 2022 was 39 days; and our average holding period of the loan from funding to sale was 25 days for the nine months ended September 30, 2022.

We manage the interest rate risk associated with our outstanding IRLCs, LHFS and servicing rights by entering into Hedging Instruments. Management expects these Hedging Instruments will experience changes in fair value opposite to changes in fair value of the IRLCs and LHFS, thereby reducing earnings volatility. We take into account various factors and strategies in determining the portion of IRLCs, LHFS and servicing rights that we want to economically hedge. Our expectation of how many of our IRLCs will ultimately close is a key factor in determining the notional amount of Hedging Instruments used in hedging the position.

Credit Risk

We are subject to credit risk in connection with our loan sale transactions. While our contracts vary, we provide representations and warranties to purchasers and insurers of the mortgage loans sold that typically are in place for the life of the loan. In the event of a breach of these representations and warranties, we may be required to repurchase a mortgage loan or indemnify the purchaser, and any subsequent loss on the mortgage loan may be borne by us. The representations and warranties require adherence to applicable origination and underwriting guidelines (including those of Fannie Mae, Freddie Mac and Ginnie Mae), including but not limited to the validity of the lien securing the loan, property eligibility, borrower credit, income and asset requirements and compliance with applicable federal, state and local law.

We record a provision for losses relating to such representations and warranties as part of our loan sale transactions. The level of the liability for losses from representations and warranties is difficult to estimate and requires considerable management judgment. The level of loan repurchase losses is dependent on economic factors, trends in property values, investor repurchase demand strategies and other external conditions that may change over the lives of the underlying loans. We evaluate the

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adequacy of our liability for losses from representations and warranties based on our loss experience and our assessment of incurred losses relating to loans that we have previously sold and which remain outstanding at the balance sheet date. As our portfolio of loans sold subject to representations and warranties grows and as economic fundamentals change, such adjustments can be material. However, we believe that our current estimates adequately approximate the losses incurred on our sold loans subject to such representations and warranties.

Additionally, we are exposed to credit risk associated with our borrowers, counterparties, and other significant vendors. Our ability to operate profitably is dependent on both our access to capital to finance our assets and our ability to profitably originate, sell and service loans. Our ability to hold loans pending sale and/or securitization depends, in part, on the availability to us of adequate financing lines of credit at suitable interest rates and favorable advance rates. In general, we manage such risk by selecting only counterparties that we believe to be financially strong, dispersing the risk among multiple counterparties, placing contractual limits on the amount of unsecured credit extended to any single counterparty and entering into netting agreements with the counterparties, as appropriate. During the nine months ended September 30, 2022 and 2021, we incurred no losses due to nonperformance by any of our counterparties.

Prepayment Risk

Prepayment risk is affected by interest rates (and their inherent risk) and borrowers’ actions relative to their underlying loans. To the extent that the actual prepayment speed on the loans underlying our servicing rights differs from what we projected when we initially recognized them and when we measured fair value as of the end of each reporting period, the carrying value of our investment in servicing rights will be affected. In general, an increase in prepayment expectations will decrease our estimates of the fair value of the servicing right, thereby reducing expected servicing income. We monitor the servicing portfolio to identify potential refinancings and the impact that would have on associated servicing rights.

Inflation Risk

Almost all of our assets and liabilities are interest rate sensitive in nature. As a result, interest rates and other factors will influence our performance more than inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. Additionally, our financial statements are prepared in accordance with GAAP and our activities and balance sheets are measured with reference to historical cost and/or fair value without considering inflation.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Form 10-Q. Based on such evaluation, our CEO and CFO have concluded that as of September 30, 2022, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we and certain of our subsidiaries are involved in various lawsuits in state or federal courts regarding violations of state or federal statutes, regulations or common law related to matters arising out of the ordinary course of business. For a further discussion of our material legal proceedings, see Note 15 - Commitments and Contingencies of the Notes to Consolidated Financial Statements included in “Item 1 Financial Statements.” Additionally, below we have described certain other significant legal proceedings.

Securities Class Action Litigation

Beginning in September 2021, two putative class action lawsuits were filed in the United States District Court for the Central District of California asserting claims under the U.S. securities laws against the Company, certain of its directors, and certain of its officers regarding certain disclosures made in connection with the Company’s IPO. The two actions were consolidated and the court appointed a lead plaintiff in May 2022. A consolidated amended complaint was filed in June 2022, which, in addition to challenging disclosures made in connection with the IPO, alleges that certain disclosures made after the IPO were false and/or misleading. The Company’s motion to dismiss was filed on August 24, 2022. On October 11, 2022, plaintiffs filed an opposition to the Company’s motion to dismiss. The Company’s reply is due on November 10, 2022. The plaintiffs seek unspecified monetary damages. The Company believes this lawsuit is without merit and intends to vigorously defend against it. The Company does not believe that a loss is probable or that the amount of loss is reasonably estimable in this matter at this time.

Stockholder Derivative Litigation

Beginning in October 2021, four shareholder derivative complaints were filed in the United States District Court for the Central District of California against certain of the Company’s directors and officers, alleging, among things, that these defendants breached their fiduciary duties by causing the Company to make the disclosures being challenged in the putative securities class action described above and seeking unspecified monetary damages for the Company and that the Company make certain changes to its corporate governance. These derivative actions

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subsequently were consolidated into a single action (the “California Action”). The California Action is stayed pending resolution of a motion to dismiss in the putative securities class action. Beginning in March 2022, two substantially similar shareholder derivative complaints were filed in the United States District Court for the District of Delaware, and then were consolidated into a single action (the “Delaware Action”). The Delaware Action is stayed pending resolution of a motion to dismiss in the putative securities class action. The Company believes these lawsuits are without merit. The Company does not believe that a loss is probable or that the amount of loss is reasonably estimable in this matter at this time.

Item 1A. Risk Factors

Other than the risk factor set forth below, there have been no material changes in the risk factors discussed under Part I. "Item 1A. Risk Factors" of our 2021 Form 10-K filed with the SEC on March 18, 2022.

Macroeconomic headwinds, including inflation and higher interest rates, have negatively impacted our operations and financial results and may further negatively impact us. While we are implementing initiatives such as our Vision 2025 plan to better position the Company, these initiatives may not effectively mitigate the effects of deterioration in the macroeconomic environment.

Our operations and financial performance are affected by factors including macroeconomic conditions such as inflation fluctuations, interest rates, consumer confidence and demand. We generate a sizeable portion of our revenues from refinance and purchase mortgages. As interest rates have risen, refinancing volumes have decreased as fewer consumers were incentivized to refinance their mortgages. As a result, our revenues have decreased substantially and we experienced net losses for the nine months ended September 30, 2022. In addition, investors may seek to have us repurchase additional loans in the current environment, and because repurchased loans are typically resold at a discount to their repurchase price and unpaid principal balance we have experienced increased losses on repurchased loans or loans subject to repurchase originated at interest rates lower than currently prevailing rates. An increase in repurchase volumes of loans originated at lower interest rates could materially adversely affect our business, financial condition and results of operations.

As a result of our third quarter losses, we were required to amend certain of our warehouse lines and debt obligations related to profitability covenants for the quarter and we expect that we will need to execute additional amendments from certain of our lending counterparties related to our profitability covenants or other similar financial covenants in the future, including for the fourth quarter. There can be no assurance that such amendments will be received, in which case we would be in default under these agreements, and our lenders could elect to declare outstanding amounts due and payable, terminate their commitments, require the posting of additional collateral and enforce their interests against existing collateral, as well as triggering cross default provisions under other financing facilities which could materially adversely affect our financial condition and results of operations.

In July 2022, we announced our Vision 2025 plan designed to address current and anticipated mortgage market conditions by reducing staffing levels to approximately 6,500 by year-end 2022 and implementing business process optimization and other cost saving measures. We may not realize, in full or in part, the anticipated benefits, savings and improvements in our operations from our restructuring efforts due to unforeseen difficulties, delays or unexpected costs. If we are unable to realize the expected operational efficiencies and cost savings through headcount reduction, attrition, business process optimization, reduced marketing and third-party spending, and real estate consolidation, our operating results, financial condition, cash flows and competitive position may be materially adversely affected. We also cannot guarantee that we will not have to undertake additional staffing reductions or strategic reorganization activities in the future.

Furthermore, staffing reductions that occurred over the last several months could create an additional risk of claims being made on behalf of affected employees. Any alleged violation of applicable wage laws or other labor-or employment-related laws could result in complaints by current or former employees, adverse media coverage, investigations and damages or penalties which could have a materially adverse effect on our reputation, business, operating results and prospects. In addition, responding to any such proceeding may result in a significant diversion of management’s attention and resources, significant defense costs and other professional fees.

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Finally, we may be exposed to unanticipated consequences of our staffing reductions, including attrition beyond the planned reductions, increased difficulties in our day-to-day operations, including as a result of a loss of continuity, loss of accumulated knowledge and/or efficiency, reduced employee morale and reduced ability to attract and retain qualified personnel. Employees who were not affected by our planned staffing reductions may seek alternate employment, which may force us to rely on third-party contract support creating unplanned additional expense or harm our productivity.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Shares of the Company's Class B common stock or Class C common stock may each be converted, together with a corresponding Holding Unit, as applicable, at any time and from time to time at the option of the holder of such share of Class B common stock or Class C common stock, as applicable, for one fully paid and non-assessable share of Class A common stock. Each share of the Company’s Class D common stock may be converted into one fully paid and non-assessable share of Class A common stock at any time at the option of the holder of such share of Class D common stock. There is no cash or other consideration paid by the holder converting such shares and, accordingly, there is no cash or other consideration received by the Company. The shares of Class A common stock issued by the Company in such conversions are exempt from registration pursuant to Section 3(a)(9) of the Securities Act.

On July 1, 2022, we issued to stockholders 455,797 shares of Class A common stock upon the conversion of the same number of shares of our Class C common stock and corresponding Holding Units held by such stockholders.

On August 1, 2022, we issued to stockholders 97,344 shares of Class A common stock upon the conversion of the same number of shares of our Class C common stock and corresponding Holding Units held by such stockholders.

On September 1, 2022, we issued to stockholders 3,520,288 shares of Class A common stock upon the conversion of the same number of shares of our Class C common stock and corresponding Holding Units held by such stockholders.

On October 1, 2022, we issued to stockholders 2,420,231 shares of Class A common stock upon the conversion of the same number of shares of our Class C common stock and corresponding Holding Units held by such stockholders.

In July 2022, 56,872 shares were purchased from employees to pay for taxes related to restricted stock vesting under the terms of an employee share-based compensation plan.

In August 2022, 23,146 shares were purchased from employees to pay for taxes related to restricted stock vesting under the terms of an employee share-based compensation plan.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

58

The following documents are filed as a part of this report:

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of loanDepot, Inc., dated February 11, 2021(incorporated herein by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 16, 2021).
3.2	Amended and Restated Bylaws of loanDepot, Inc., dated February 11, 2021 (incorporated herein by reference to exhibit 3.2 to the Company’s Current Report on Form 8-K filed on February 16, 2021).
10.1	loanDepot 2021 Omnibus Incentive Plan (as amended by the First Amendment)
10.2	loanDepot 2022 Inducement Plan (incorporated herein by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed April 26, 2022).
10.3	Form of Restricted Stock Unit Agreement to loanDepot 2022 Inducement Plan
10.4	Form of Performance Stock Unit Agreement to loanDepot 2022 Inducement Plan
10.5	Form of Option Agreement to loanDepot 2022 Inducement Plan
10.6	loanDepot, Inc. 2022 Employee Stock Purchase Plan incorporated herein by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-8 on May 20, 2022).
10.7	Amendment No. 2, dated July 26, 2022, by and between Bank of America, N.A. and loanDepot.com, LLC to the Second Amended and Restated Mortgage Loan Purchase Agreement, dated as of February 2, 2022
10.8	Amendment No. 4, dated July 26, 2022, by and among Bank of America, N.A., loanDepot BA Warehouse, LLC and loanDepot.com, LLC to the Second Amended and Restated Master Repurchase Agreement, dated as of August 20, 2021.
10.9	Amendment No. 2, dated as of July 28, 2022, by and between UBS AG, by and through its branch office at 1285 Avenue of Americas and loanDepot.com, LLC to the Amended and Restated Master Repurchase Agreement.
10.10	Amendment No. 2 to the Second Amended and Restated Master Repurchase Agreement dated as of August 31, 2022, by and among loanDepot.com, LLC, as seller, Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, and Credit Suisse AG, Cayman Islands Branch, as buyer.
10.11	First Amended and Restated Master Repurchase Agreement, dated September 30, 2022, by and between loanDepot.com, LLC and JPMorgan Chase Bank, N. A.
10.12	Amendment No. 10 to the Mortgage Loan Participation Sale Agreement, dated October 10, 2022, by and between loanDepot.com, LLC and JPMorgan Chase Bank, N. A.
10.13*	Amendment No. 3, dated September 26, 2022, by and between Bank of America, N.A. and loanDepot.com, LLC to the Second Amended and Restated Mortgage Loan Purchase Agreement, dated as of February 2, 2022
10.14*+	Third Amendment dated August 12, 2022, to Amended and Restated Master Purchase Agreement, dated as of November 15, 2021, by and among TIAA, FSB, formerly known as EverBank, as administrative agent for the Buyers and as a buyer, Signature Bank, as a buyer, and loanDepot.com, LLC, as the seller
10.15*	Amendment No. 5, dated September 26, 2022, by and between Bank of America, N.A. and loanDepot.com, LLC to the Second Amended and Restated Master Repurchase Agreement, dated as of February 2, 2022
10.16*+	Amendment Number 3 dated September 19, 2022, to Master Repurchase Agreement and Securities Contract between Bank of Montreal and loanDepot.com, LLC
10.17*+	Fourth Amendment dated September 28, 2022, to Amended and Restated Master Purchase Agreement, dated as of November 15, 2021, by and among TIAA, FSB, formerly known as EverBank, as administrative agent for the Buyers and as a buyer, Signature Bank, as a buyer, and loanDepot.com, LLC, as the seller
10.18	Third Amended and Restated Master Purchase Agreement dated October 28, 2022, by and between Jefferies Funding LLC, as buyer, and loanDepot.com, LLC, as seller

59

Exhibit No.	Description
10.19*+	Amendment No. 10, dated October 31, 2022, by and among Credit Suisse First Boston Mortgage Capital LLC, Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Island Branch, Alpine Securitization LTD., and loanDepot.com, LLC to the Master Repurchase Agreement, dated as of March 10, 2017.
10.20*+	Amendment No. 4 dated November 7, 2022, to Master Repurchase Agreement and Securities Contract between Bank of Montreal and loanDepot.com, LLC
10.21*+	Fifth Amendment dated November 8, 2022, to Amended and Restated Master Purchase Agreement, dated as of November 15, 2021, by and among TIAA, FSB, formerly known as EverBank, as administrative agent for the Buyers and as a buyer, Signature Bank, as a buyer, and loanDepot.com, LLC, as the seller
31.1*	Certification of Principal Executive Officer.
31.2*	Certification of Principal Financial Officer.
32.1*	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.0	XBRL Document
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.
104.0	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith

+ Confidential information has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed pursuant to Item 601(b)(10) of Regulation S-K. Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K or constitutes a clearly unwarranted invasion of personal privacy pursuant to Item 601(a)(6) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the staff of the Securities and Exchange Commission upon request.

60

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LOANDEPOT, INC.
Dated: November 9, 2022	By:	/s/ Frank Martell
	Name:	Frank Martell
	Title:	President and Chief Executive Officer
Dated: November 9, 2022	By:	/s/ Patrick Flanagan
	Name:	Patrick Flanagan
	Title:	Chief Financial Officer

61

EX-10.13

EXECUTION

AMENDMENT NUMBER THREE

to the

Second Amended and Restated Mortgage Loan Participation Purchase and Sale Agreement

dated as of February 2, 2022

between

BANK OF AMERICA, N.A.

and

LOANDEPOT.COM, LLC

THIS AMENDMENT NUMBER THREE (this “Amendment”) is made as of September 26, 2022, by and between Bank of America, N.A. (“Purchaser”) and loanDepot.com, LLC (“Seller”) to the Second Amended and Restated Mortgage Loan Participation Purchase and Sale Agreement, dated as of February 2, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), between Purchaser and Seller.

WHEREAS, Seller has requested and Purchaser agrees to amend the Agreement as more specifically set forth herein; and

WHEREAS, as of the date hereof, Seller represents to Purchaser that, after giving effect to this Amendment, it is in compliance with all of the representations and warranties and all of the affirmative and negative covenants set forth in the Agreement and is not in default under the Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the mutual covenants herein contained, the parties hereto hereby agree as follows:

SECTION 1.Amendments. Effective as of the date hereof, the Agreement is hereby amended as follows:

(a)Section 1 of the Agreement is hereby amended by deleting the definition of “Expiration Date” in its entirety and replacing it with the following:

“Expiration Date” The earliest of (i) September 25, 2023, (ii) at Purchaser’s option, upon the occurrence of an Event of Default, and (iii) the date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law.

SECTION 2.Fees and Expenses. The Seller agrees to pay to Purchaser all fees and out of pocket expenses incurred by Purchaser in connection with this Amendment, including all reasonable fees and out of pocket costs and expenses of the legal counsel to Purchaser incurred in connection with this Amendment, in accordance with Section 22(a) of the Agreement.

SECTION 3.Defined Terms. Any terms capitalized but not otherwise defined herein should have the respective meanings set forth in the Agreement.

SECTION 4.Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.

SECTION 5.Representations. In order to induce Purchaser to execute and deliver this Amendment, Seller hereby represents to Purchaser that as of the date hereof, after giving effect to this Amendment, (i) Seller is in full compliance with all of the terms and conditions of the Program Documents and remains bound by the terms thereof, and (ii) no Potential Default or Event of Default or servicing termination event (as described in Section 6(f) of the Agreement) has occurred and is continuing under the Program Documents.

LEGAL02/42115256v4

SECTION 6.Governing Law. This Amendment shall be construed in accordance with the laws of the State of New York without regard to any conflicts of law provisions (except for Sections 5-1401 and 5-1402 of the New York General Obligations Law) and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with the laws of the State of New York, except to the extent preempted by federal law.

SECTION 7.Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

SECTION 8.Counterparts. This Amendment and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Amendment (each a “Communication”) may be in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. This Amendment may be executed simultaneously in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but each counterpart shall be deemed to be an original and all such counterparts shall constitute one and the same agreement. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by Purchaser of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. Electronic Signatures and facsimile signatures shall be deemed valid and binding to the same extent as the original. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

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LEGAL02/42115256v4

IN WITNESS WHEREOF, Purchaser and Seller have caused this Amendment to be executed and delivered by their duly authorized officers as of the day and year first above written.

BANK OF AMERICA, N.A.,
as Purchaser By: ________________________________ Name: Title: LOANDEPOT.COM, LLC,
as Seller By: ________________________________ Name: Title:

Signature Page to Amendment No. 3 to Second A&R Purchase and Sale Agreement (BANA/loanDepot)

LEGAL02/42115256v4

EX-10.14

Certain confidential information contained in this document, marked by “[***]”, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

EXECUTION VERSION

TIAA BANK
301 W. Bay Street

Jacksonville, FL 32202

loanDepot.com, LLC
26642 Towne Centre Drive
Foothill Ranch, California 92610
Attention: Patrick Flanagan

Re: Third Amendment to Amended and Restated Master Repurchase Agreement and Amended and Restated Pricing Letter (“Third Amendment”)

This Third Amendment is made August 12, 2022, (the “Amendment Effective Date”), to that certain Amended and Restated Master Repurchase Agreement, dated November 15, 2021, as amended (the “Repurchase Agreement”) and the Amended and Restated Pricing Letter, dated November 15, 2021, as amended (the “Pricing Letter”), in each case by and among LoanDepot.com LLC, as the seller (the “Seller”), TIAA, FSB, formerly known as EverBank (“TIAA Bank”), as administrative agent (in such capacity, the “Administrative Agent”) for the Buyers and as a buyer, and Signature Bank (“Signature Bank”), as a buyer (together with TIAA Bank, the “Buyers”). The Repurchase Agreement and the Pricing Letter are sometimes hereinafter collectively referred to as the “Agreement”.

WHEREAS, Seller requested that Buyers amend the Agreement as provided herein; and

WHEREAS, Seller and Buyers have agreed to so amend the Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to amend the Agreement as follows:

SECTION 1.Definitions. The following terms shall have the meanings set forth below.

“203K Loans” shall mean first lien Mortgage Loans that meet all the requirements for mortgage insurance issued by the Federal Housing Authority under the Section 203(k) Rehabilitation Insured Mortgage Program.

“Adjusted Indebtedness” shall mean, at any date, [xxxx].

“Adjusted Net Income” shall mean [xxxx].

“Adjusted Tangible Net Worth” shall mean, with respect to any Person at any date, [xxxx].

“Aged Jumbo Mortgage Loan” shall mean a Jumbo Mortgage Loan (Standard Limit) subject to a Transaction hereunder for more than [xxxx] days but not more than 90 days.

“Aged Mortgage Loan” shall mean a Mortgage Loan, other than a Jumbo Mortgage Loan, a Low FICO Government Loan, a 203K Loan or a Manufactured Housing Mortgage Loan, subject to a Transaction hereunder for more than [xxxx] days but not more than [xxxx] days.

“Aged State Agency Program Loan” shall mean a State Agency Program Loan subject to a Transaction hereunder for more than [xxxx] days but not more than [xxxx] days.

“Aging Limit” shall mean (a) [xxxx] days following the Purchase Date for Mortgage Loans other than Aged Mortgage Loans and Jumbo Mortgage Loans (Standard Limit), and (b) [xxxx] days following the Purchase Date for Aged Mortgage Loans and Jumbo Mortgage Loans (Standard Limit).

“Annual Financial Statement Date” shall mean December 31, 2020.

“Approved Mortgage Product” shall mean the following mortgage products approved by the Buyers for Transactions under the Agreement: Conforming Mortgage Loans, Eligible Government Mortgage Loans, Jumbo Mortgage Loans, Low FICO Government Loans, State Agency Program Loans, Manufactured Housing Mortgage Loans, 203K Loans, Wet Mortgage Loans and Aged Mortgage Loans. In no event shall an Ineligible Product be an Approved Mortgage Product.

“Buyer’s Facility Sum” shall mean $[xxxx] with respect to TIAA Bank and $[xxxx] with respect to Signature Bank.

“Cash Equivalents” shall mean [xxxx].

“Change in Control” shall mean:

(a)any event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, other than the Permitted Holders becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended) of the equity securities of loanDepot, Inc., a Delaware corporation, entitled to vote for members of the board of directors or equivalent governing body of Seller on a fully-diluted basis; or

(b)[reserved]; or

(c)the sale, transfer, or other disposition of all or substantially all of Seller’s assets (excluding any such action taken in connection with any securitization transaction); or

(d)the consummation of a merger or consolidation of Seller with or into another entity or any other corporate reorganization (in one transaction or in a series of transactions) if more than 50% of the combined voting power of the continuing or surviving entity’s Capital Stock outstanding immediately after such merger,

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consolidation or such other reorganization is owned by persons who were not owners of Seller immediately prior to such merger, consolidation or other reorganization.; or

(a) a majority of the seats on the Board of Directors are no longer occupied by the members holding said seats as of the date of this Agreement.

“Concentration Category” shall mean, with respect to Mortgage Loans, each category set forth under the heading “Concentration Category” in the table included in the definition of “Concentration Limit.”

“Concentration Limit” shall mean, as of any date of determination, with respect to the Eligible Mortgage Loans included in any Concentration Category, the applicable amount that the aggregate Purchase Price for such Eligible Mortgage Loans may not at any time exceed, as set forth in the below table.

Concentration Category	Concentration Limit (percentages based on Maximum Purchase Amount)
Wet Mortgage Loans	[xxxx]
Jumbo Mortgage Loans	[xxxx]
Jumbo Mortgage Loans (Specialty)	[xxxx]
Delegated Jumbo Mortgage Loans	[xxxx]
Low FICO Government Loans	[xxxx]
203K Loan	[xxxx]
State Agency Program Loans	[xxxx]
Manufactured Housing Mortgage Loans	[xxxx]
Aged Mortgage Loans	[xxxx]

“Conforming Mortgage Loan” shall mean a Mortgage Loan (other than a 203K Loan, a State Agency Program Loan, or a Manufactured Housing Mortgage Loan) that conforms to the requirements of an Agency for securitization or cash purchase, and which has a FICO score of at least [xxxx].

“Delegated Jumbo Mortgage Loans” shall mean Jumbo Mortgage Loans (Standard Limit) that are not subject to a takeout commitment from an investor.

“Due Diligence Cap” shall mean $[xxxx].

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“Eligible Government Mortgage Loan” shall mean a Government Mortgage Loan (other than a Manufactured Housing Mortgage Loan) which has a FICO score of at least 620.

“ERISA Liability Threshold” shall mean $[xxxx].

“Fidelity Insurance Requirement” shall mean (a) $[xxxx] for fidelity coverage, with a maximum deductible of $[xxxx], and (b) $[xxxx] for errors and omissions coverage, with a maximum deductible of $[xxxx].

“Financial Reporting Party” shall mean Seller.

“FMV Adjustments” shall mean [xxxx].

“Ineligible Product” shall mean any mortgage product that is not an Approved Mortgage Product.

“Jumbo Mortgage Loan” is a collective reference to Jumbo Mortgage Loans (Specialty), Jumbo Mortgage Loans (Standard Limit) and Delegated Jumbo Mortgage Loans.

“Jumbo Mortgage Loans (High DTI)” shall mean a Mortgage Loan (i) with a principal balance of not more than [xxxx] Dollars ($[xxxx]) (ii) that except with respect to (x) the original principal balance thereof and (y) the Debt-to-Income Ratio, conforms to the requirements for securitization or cash purchase by an Agency, (iii) that has a FICO score of at least [xxxx], (iv) with a Loan-to-Value Ratio no greater than [xxxx]%, (v) has a Debt-to-Income Ratio greater than [xxxx]% and not to exceed [xxxx]%, (vi) is fully amortizing, and (vii) that is subject to a Takeout Commitment from a Takeout Investor.

“Jumbo Mortgage Loans (High LTV)” shall mean a Mortgage Loan (i) with a principal balance of not more than [xxxx] Dollars ($[xxxx]) (ii) that except with respect to (x) the original principal balance thereof and (y) the Debt-to-Income Ratio, conforms to the requirements for securitization or cash purchase by an Agency, (iii) that has a FICO score of at least [xxxx], (iv) with a Loan-to-Value Ratio no greater than [xxxx]%, (v) has a Debt-to-Income Ratio not to exceed [xxxx]%, (vi) is fully amortizing, and (vii) that is subject to a Takeout Commitment from a Takeout Investor.

“Jumbo Mortgage Loans (IO)” shall mean a Mortgage Loan (i) with a principal balance of not more than [xxxx] Dollars ($[xxxx]) (ii) does not amortize, (iii) that except with respect to (x) the original principal balance thereof and (y) the failure to amortize, conforms to the requirements for securitization or cash purchase by an Agency, (iv) that satisfies Administrative Agent’s underwriting guidelines for jumbo mortgage loans, (v) that has a FICO score of at least [xxxx], (vi) with a Loan-to-Value Ratio of not greater than [xxxx]%, and (vii) that is subject to a Takeout Commitment from a Takeout Investor.

“Jumbo Mortgage Loans (40 Year IO)” shall mean a Mortgage Loan (i) with a principal balance of not more than [xxxx] Dollars ($[xxxx]) (ii) does not amortize, (iii)

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that except with respect to (x) the original principal balance thereof and (y) the failure to amortize, conforms to the requirements for securitization or cash purchase by an Agency, (iv) that satisfies Administrative Agent’s underwriting guidelines for jumbo mortgage loans, (v) that has a FICO score of at least [xxxx], (vi) with a Loan-to-Value Ratio of not greater than [xxxx]%, (vii) has a term not to exceed 40 years, and (viii) that is subject to a Takeout Commitment from a Takeout Investor.

“Jumbo Mortgage Loans (Modified DTI)” shall mean a Mortgage Loan, (i) with a principal balance of not more than [xxxx] Dollars ($[xxxx]) (ii) that except with respect to the original principal balance thereof and the calculation of DTI, conforms to the requirements for securitization or cash purchase by an Agency, (iii) that satisfies Administrative Agent’s underwriting guidelines for jumbo mortgage loans, (iv) that has a FICO score of at least [xxxx], (v) with a Loan-to-Value Ratio of not greater than [xxxx]%, (vi) a Modified DTI not to exceed [xxxx]%, and (vii) that is subject to a Takeout Commitment from a Takeout Investor.

“Jumbo Mortgage Loans (Modified High DTI)” shall mean a Mortgage Loan, (i) with a principal balance of not more than [xxxx] Dollars ($[xxxx]) (ii) that except with respect to the original principal balance thereof and the calculation of DTI, conforms to the requirements for securitization or cash purchase by an Agency, (iii) that satisfies Administrative Agent’s underwriting guidelines for jumbo mortgage loans, (iv) that has a FICO score of at least [xxxx], (v) with a Loan-to-Value Ratio of not greater than [xxxx]%, (vi) a Modified DTI not to exceed [xxxx]%, and (vii) that is subject to a Takeout Commitment from an approved Takeout Investor.

“Jumbo Mortgage Loans (Specialty)” is a collective reference to Jumbo Mortgage Loans (High DTI), Jumbo Mortgage Loans (IO), Jumbo Mortgage Loans (40 Year IO), Jumbo Mortgage Loans (High LTV), Jumbo Mortgage Loans (Modified DTI) and Jumbo Mortgage Loans (Modified High DTI).

“Jumbo Mortgage Loan (Standard Limit)” shall mean a Mortgage Loan, (i) with a principal balance of not more than [xxxx] Dollars ($[xxxx]) (ii) that except with respect to the original principal balance thereof, conforms to the requirements for securitization or cash purchase by an Agency, (iii) that satisfies Administrative Agent’s underwriting guidelines for jumbo mortgage loans, (iv) that has a FICO score of at least [xxxx], (v) with a (x) Loan-to-Value Ratio of not greater than [xxxx]% for single unit properties, and (y) [xxxx]% for 2-4 unit properties, and (vi) that is subject to a Takeout Commitment. For the avoidance of doubt, cash out refinances and investment properties do not qualify as a Jumbo Mortgage Loan (Standard Limit).

“LIBOR Floor” shall mean [xxxx]%.

“Litigation Threshold” shall mean $[xxxx].

“Low FICO Government Mortgage Loan” shall mean an Eligible Government Mortgage Loan which has a FICO score equal to or greater than [xxxx] but less than [xxxx].

“Manufactured Housing Mortgage Loans” shall mean any first-lien Mortgage Loan (a) with a FICO score not below [xxxx] and (b) with respect to which the

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Mortgaged Property is a manufactured dwelling and (i) such Mortgage Loan conforms with the applicable Agency requirements regarding mortgage loans related to manufactured dwellings, (ii) the related manufactured dwelling is permanently affixed to the land, (iii) the related manufactured dwelling and land are subject to a Mortgage properly filed in the appropriate public recording office and naming Seller as mortgagee, (iv) the applicable laws of the jurisdiction in which the related Mortgaged Property is located will deem the manufactured dwelling located on such Mortgaged Property to be a part of the real property on which such dwelling is located, and (v) such Manufactured Housing Mortgage Loan is (A) a qualified mortgage under Section 860G(a)(3) of the Internal Revenue Code of 1986, as amended and (B) secured by manufactured housing treated as a single family residence under Section 25(e)(10) of the Code.

“Maximum Purchase Amount” shall mean $450,000,000.

“Minimum Reserve Amount” shall mean $[xxxx].

“Modified DTI” shall mean the Debt-to-Income Ratio of the Mortgagor that includes income of the Mortgagor that is either (i) passive, or (ii) imputed to the Mortgagor based on the value of Mortgagor’s assets.

“Monthly Financial Statement Date” shall mean June 30, 2021.

“Net Worth” shall mean, with respect to any Person, [xxxx].

“Post-Default Rate” shall mean a rate per annum equal to the sum of (a) the LIBOR Rate, plus (b) [xxxx] percent ([xxxx]%).

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“Pricing Spread” shall mean:

Type of Mortgage Loan	Percentage
Conforming Mortgage Loans and Eligible Government Mortgage Loans (excluding Low FICO Government Loans, and 203K Loans)	[xxxx]
Jumbo Mortgage Loans	[xxxx]
Jumbo Mortgage Loans (Specialty)	[xxxx]
Delegated Jumbo Mortgage Loans	[xxxx]
Low FICO Government Loans	[xxxx]
203K Loans	[xxxx]
State Agency Program Loans	[xxxx]
Manufactured Housing Mortgage Loans	[xxxx]
Aged Mortgage Loans	[xxxx]
Mortgage Loans exceeding the applicable Transaction Term Limitation	[xxxx]

When a Purchased Mortgage Loan may qualify for two or more Pricing Spreads hereunder, unless otherwise expressly agreed to by the Administrative Agent in writing, such Purchased Mortgage Loan shall be assigned the higher Pricing Spread, as applicable.

“Purchase Price” shall mean the price at which each Purchased Mortgage Loan is transferred by Seller to the Administrative Agent, which shall equal:

(e)on the Purchase Date, the applicable Purchase Price Percentage multiplied by the least of: (i) the Market Value of such Purchased Mortgage Loan, or (ii) the outstanding principal amount thereof as set forth on the related Mortgage Loan Schedule, or (iii) the price set forth in the related Takeout Commitment; and

(f)on any day after the Purchase Date, except where the Administrative Agent and Seller agree otherwise, the amount determined under the immediately preceding clause (a) decreased by the amount of any cash transferred by Seller to the Administrative Agent pursuant to Section 4 or 5 of the Agreement or applied to reduce Seller’s obligations under Section 9 of the Agreement.

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“Purchase Price Percentage” shall mean:

Type of Mortgage Loan	Percentage
Conforming Mortgage Loans and Eligible Government Mortgage Loans (excluding Low FICO Government Loans and 203K Loans)	[xxxx]
Jumbo Mortgage Loans	[xxxx]
Jumbo Mortgage Loans (Specialty)	[xxxx]
Delegated Jumbo Mortgage Loans	[xxxx]
Low FICO Government Loans	[xxxx]
203K Loans	[xxxx]
State Agency Program Loans	[xxxx]
Manufactured Housing Mortgage Loans	[xxxx]
Aged Mortgage Loans	[xxxx]
Aged Jumbo Mortgage Loans	[xxxx]
Aged State Agency Program Loan	[xxxx]

When a Purchased Mortgage Loan may qualify for two or more Purchase Price Percentages hereunder, unless otherwise expressly agreed to by the Administrative Agent in writing, such Purchased Mortgage Loan shall be assigned the lower Purchase Price Percentage, as applicable.

“Relative” shall mean a spouse, domestic partner, cohabitant, child, stepchild, grandchild, parent, stepparent, mother-in-law, father-in-law, son-in-law, daughter-in-law, grandparent, great grandparent, brother, sister, half-brother, half-sister, stepsibling, brother-in-law, sister-in-law, aunt, great aunt, uncle, great uncle, niece, nephew, or first cousin (that is, a child of an aunt or uncle).

“State Agency Program Loan” shall mean a mortgage loan originated by Seller in accordance with the applicable guidelines of, and in anticipation of sale to, state housing authorities, as approved by Administrative Agent in writing in its sole discretion.

“Surplus Amount” shall mean $[xxxx].

“Tax Distributions” shall mean distributions by the Seller for the purpose of enabling LD Holdings Group LLC, a Delaware Limited Liability Company, to make Tax Distributions, as defined and set forth in the limited liability company agreement of LD Holdings Group LLC.

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“Termination Date” shall mean shall mean the earliest of (i) November 14, 2022, (ii) such date as the Administrative Agent, at the direction of the Required Buyers, may determine in its sole discretion by written notice to Seller (provided that in the event of such notice of termination, the Repurchase Date with respect to outstanding Transactions shall not be accelerated in the absence of (a) an Event of Default or (b) the occurrence of a termination in accordance with clauses (i) or (iii) of this definition) or (iii) such date as determined by the Buyers pursuant to their rights and remedies under the Agreement.

“Test Date” shall mean the [xxxx].

“Transaction Term Limitation” shall mean for each Transaction, the number of days such Transaction remains outstanding, which shall not exceed (a) with respect to any Mortgage Loan other than an Aged Mortgage Loan, [xxxx] days and (b) with respect to an Aged Mortgage Loan, [xxxx] days.

“Warehouse Fees” shall mean those fees listed on Schedule 1 hereto.

“Wet Delivery Deadline” shall mean, with respect to each Wet Loan, the date that is [xxxx] ([xxxx]) Business Days following the related Purchase Date for such Wet Loan.

SECTION 2.No Commitment. The Agreement does not constitute a commitment by the Buyers to enter into Transactions under the Agreement. The parties acknowledge that Buyers will enter into Transactions with Seller, on an uncommitted basis in their sole discretion and subject to satisfaction of all terms and conditions of the Agreement.

SECTION 3.Certain Financial Condition Covenants. Without limiting any provision set forth in the Agreement, Seller shall comply with the following covenants (each a “Financial Condition Covenant” and collectively, the “Financial Condition Covenants”), each to be tested on each Test Date occurring prior to the Termination Date:

a)Maintenance of Adjusted Tangible Net Worth. [xxxx].

b)Maintenance of Ratio of Adjusted Indebtedness to Adjusted Tangible Net Worth. [xxxx].

c)Maintenance of Liquidity. [xxxx].

d)Maintenance of Profitability. [xxxx].

(b) Section 2 of the Repurchase Agreement is hereby amended to add the following defintions in alphabetical order:

““Minimum Reserve Amount” shall have the meaning specified in the Pricing Letter.”

““Reserve Account” shall mean the account established pursuant to Section 9(c) hereof.”

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““Reserve Amount” shall mean all cash and other amounts on deposit in the Reserve Account.”

(c) Section 4(e) of the Repurchase Agreement is hereby amended and restated in its entirety as follows:

“(e) Any cash transferred to Adminstrative Agent pursuant to Section 4(b) above may be either credited to the Repurchase Price of the related Transactions, or, at Adminstrative Agent’s option, may be placed in the Reserve Account until such time that Administrative Agent determines, in its sole good faith discretion and consistent with market practice, that the Margin Deficit has been eliminated, and following elimination of the Margin Deficit Administrative Agent shall deposit the remaining portion of the cash transfer in excess of the Minimum Reserve Amount, if any, into the Haircut Account.”

(d) Section 8(a)(xvii) of the Repurchase Agreement is hereby amended and restated in its entirety and section 8(a)(xviii) is added to as follows:

“(xvii) the Reserve Amount and the Reserve Account; and

(xviii) any other property , rights title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the TIAA Bank Warehouse Electronic System.”

(e) Section 9(c) of the Repurchase Agreement is amended and restated in its entirety as follows:

“(c) Reserve Account. Seller shall establish and maintain a Reserve Account, in the form of a deposit account. Administrative Agent shall have exclusive withdrawal rights from such Reserve Account. The Reserve Account shall be established with Administrative Agent. Seller shall deposit an amount equal to the Minimum Reserve Amount or other amount determined in good faith by Administrative Agent consistent with market practice. Funds deposited in the Reserve Account may be transferred as set forth herein. Any interest or other earnings on the investment of funds held in the Reserve Account shall be deposited in the Reserve Account, subject to withdrawal pursuant hereto. The Reserve Amount shall be held as cash margin and collateral for all Obligations under this Agreement. Without limiting the generality of the foregoing, in the event that a Margin Call or other deficiency exists, Administrative Agent shall be entitled to use any or all of the Reserve Amount to cure such circumstances or otherwise exercise remedies available to Buyers with prior written notice to Seller.”

(f) Section 12 of the Repurchase Agreement is hereby amended to add Section 12(bb) to the end thereof as follows:

“(bb) Minimum Reserve Amount. Seller shall at all times maintain the Minimum Reserve Amount in the Reserve Account or such other amount determined by Administrative Agent in good faith at any time and from time to time consistent with market practice. In the event Administrative Agent determines that a Margin Deficit or other deficiency exists, the Administrative Agent shall provide Seller prior written

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notice of such Margin Deficit or deficiency, and Seller shall deposit sufficient funds in the Reserve Account to satisfy the Minimum Reserve Amount, Margin Deficit or other deficiency in accordance with the timing requirements for Margin Deadlines in Section 4(c). The Administrative Agent shall have the right, but not the obligation, at any time and from time to time to transfer funds from the Inbound Account or the Haircut Account to the Reserve Account to maintain the Minimum Reserve Amount if Seller fails to deposit funds to satisfy the Minimum Reserve Amount within the timing requirments for Margin Deadlines in Section 4(c) after the Administrative Agent provides written notice to Seller of any shortfall.”

(g) Section 12(r) of the Repurchase Agreement is amended, and the Repurchase Agreement, as amended is restated in its entirety as follows:

“(r)     Restricted Payments. At any time an Event of Default has occurred and is continuing or would result therefrom, Seller shall not pay, make, declare or incur any liability to pay, make, declare or incur any dividends or other distribution, direct or indirect, on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition, direct or indirect, of any shares of its stock (or equivalent equity interest) or of any warrants, rights or other options to purchase any shares of its stock (or equivalent equity interest), nor purchase, acquire, redeem or retire any stock (or equivalent equity interest) in itself whether now or hereafter outstanding, nor violate any applicable Subordination Agreement, except that, notwithstanding the foregoing, the Seller shall be permitted at all times to make Tax Distributions, so long as an Event of Default would not result therefrom.”

SECTION 1.Defined Terms. Any terms capitalized and not otherwise defined herein should have the respective meanings set forth in the Agreement.

SECTION 2.Fees. The Seller agrees to pay when billed by the Administrative Agent, (a) Buyers’ legal fees in connection with the preparation, negotiation and consummation of this Third Amendment, and (b) the Warehouse Fees as and when required hereunder. There are no other fees payable in connection herewith.

SECTION 4.Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

SECTION 5.Limited Affect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Third Amendment need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.

SECTION 6.Representations. In order to induce Buyers to execute and deliver this Third Amendment, each Seller hereby represents to Buyers that as of the date hereof, except as otherwise expressly waived by Buyers in writing, such Seller is in full compliance with all of the terms and conditions of the Agreement including without limitation, all of the representations

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and warranties and all of the affirmative and negative covenants, and no Default or Event of Default has occurred and is continuing under the Agreement.

SECTION 7.Amendments. None of the terms or provisions of this Third Amendment may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Administrative Agent, Seller and each Buyer.

SECTION 8.Governing Law. This Third Amendment and any claim, controversy or dispute arising under or related to or in connection with this Third Amendment, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties will be governed by the laws of the State of New York without regard to any conflicts of law principles other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, which shall govern.

SECTION 9.Counterparts. This Third Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same agreement. This Third Amendment, to the extent signed and delivered by facsimile or other electronic means, shall be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No signatory to this Third Amendment shall raise the use of a facsimile machine or other electronic means to deliver a signature or the fact that any signature or agreement was transmitted or communicated through the use of a facsimile machine or other electronic means as a defense to the formation or enforceability of a contract and each such Person forever waives any such defense. The parties agree that this Third Amendment and any addendum or amendment hereto may be accepted, executed or agreed to through the use of an electronic signature in accordance with the E-Sign, the UETA and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any secure third party electronic signature capture service providers, as long as such service providers use system logs and audit trails that establish a temporal and process link between the presentation of identity documents and the electronic signing, together with identifying information that can be used to verify the electronic signature and its attribution to the signer’s identity and evidence of the signer’s agreement to conduct the transaction electronically and of the signer’s execution of each electronic signature

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, Seller, Administrative Agent and the Buyers have caused their names to be signed hereto by their respective officers thereunto duly authorized, as of the date first above written.

TIAA, FSB, as Administrative Agent and as a Buyer

By:        
Name: Kate Walton
Title: Vice President

SIGNATURE BANK, as a Buyer

By:        
Name:
Title:

LOANDEPOT.COM, LLC, as Seller

By:        
Name:
Title:

Signature Page to the Third Amendment to Amended and Restated Pricing Letter – loanDepot.com

SCHEDULE 1

WAREHOUSE FEES

[xxxx].

[xxxx].

Sch. 1-1

EXHIBIT A

COMPLIANCE CERTIFICATE

[xxxx]

Exhibit A-1

EX-10.15

EXECUTION

AMENDMENT NO. 5 TO

SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

THIS AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (this “Amendment”) is made and entered into as of September 26, 2022, by and between Bank of America, N.A. (“Buyer”) and loanDepot BA Warehouse, LLC (“Seller”), and acknowledged and agreed to by loanDepot.com, LLC, as guarantor and pledgor (“loanDepot” and together with the Seller, each a “loanDepot Party” and collectively, the “loanDepot Parties”). This Amendment amends that certain Second Amended and Restated Master Repurchase Agreement by and between Buyer and Seller, and acknowledged and agreed to by loanDepot, dated as of August 20, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”).

R E C I T A L S

Buyer and loanDepot Parties have previously entered into the Agreement pursuant to which Buyer may, from time to time, purchase certain Eligible Participation Interests from Seller and Seller agrees to sell certain Eligible Participation Interests to Buyer under a master repurchase facility. Buyer and loanDepot Parties hereby agree that the Agreement shall be amended as more fully provided herein.

In consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and loanDepot Parties hereby agree as follows:

1.Amendments. Effective as of the date hereof, the Agreement is hereby amended as follows:

(a)Confidential Information. Section 14.17 to the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

14.17    Confidential Information. To effectuate this Agreement, Buyer and loanDepot Parties may disclose to each other certain confidential information relating to the parties’ operations, computer systems, technical data, business methods, and other information designated by the disclosing party or its agent to be confidential, or that should be considered confidential in nature by a reasonable person given the nature of the information and the circumstances of its disclosure (collectively the “Confidential Information”). Confidential Information can consist of information that is either oral or written or both, and may include, without limitation, any of the following: (i) any reports, information or material concerning or pertaining to businesses, methods, plans, finances, accounting statements, and/or projects of either party or their affiliated or related entities; (ii) any of the foregoing related to the parties or their related or affiliated entities and/or their present or future activities and/or (iii) any term or condition of any agreement (including this Agreement) between either party and any individual or entity relating to any of their business operations. With respect to Confidential Information, the parties hereby agree, except as otherwise expressly permitted in this Agreement:

(a)not to use the Confidential Information except in furtherance of this Agreement;

(b)to use reasonable efforts to safeguard the Confidential Information against disclosure to any unauthorized third party with the same degree of care as they exercise with their own information of similar nature; and

(c)not to disclose Confidential Information to anyone other than employees, agents or contractors with a need to have access to the Confidential Information and who are bound to the parties by like obligations of confidentiality, except that the parties shall not be prevented from using or disclosing any of the Confidential Information which: (i) is already known to the receiving party at the time it is obtained from the disclosing party; (ii) is now, or becomes in the future, public knowledge other than through wrongful acts or omissions of the party receiving the Confidential Information; (iii) is lawfully obtained

LEGAL02/42107684v4

by the party from sources independent of the party disclosing the Confidential Information and without confidentiality and/or non-use restrictions; or (iv) is independently developed by the receiving party without any use of the Confidential Information of the disclosing party.

Notwithstanding anything contained herein to the contrary, Buyer may share any Confidential Information of loanDepot Parties with (i) an Affiliate of Buyer for any valid business purpose, such as, but not limited to, to assist an Affiliate in evaluating a current or potential business relationship with loanDepot Parties; (ii) any prospective or actual assignee, participant or repledgee to assist such Person in determining whether to enter into an assignment, participation or Repurchase Transaction in connection with the Principal Agreements; (iii) any hedge counterparty to the extent necessary to obtain any hedging in connection with the Transactions under the Principal Agreements, and (iv) any Person that provides or intends to provide liquidity to Buyer to further the Transactions set forth in the Principal Agreements; provided that, in the case of clauses (ii) through (iv), such Person agrees to be bound by this covenant of confidentiality, or is otherwise subject to confidentiality restrictions.

In addition, the Principal Agreements and their respective terms, provisions, supplements and amendments, and transactions and notices thereunder (other than the tax treatment and tax structure of the transactions), are proprietary to Buyer and shall be held by loanDepot Parties in strict confidence and shall not be disclosed to any third party without the consent of Buyer except for (i) disclosure to loanDepot Parties’ direct and indirect parent companies, directors, attorneys, agents or accountants, provided that such attorneys or accountants likewise agree to be bound by this covenant of confidentiality, or are otherwise subject to confidentiality restrictions; (ii) upon prior written notice to Buyer, disclosure required by law, rule, regulation or order of a court or other regulatory body; (iii) upon prior written notice to Buyer, disclosure to any approved hedge counterparty to the extent necessary to obtain any hedging hereunder; (iv) any disclosures or filing required under Securities and Exchange Commission (“SEC”) or state securities’ laws; or (v) the tax treatment and tax structure of the transactions, which shall not be deemed confidential; provided that in the case of (ii), (iii) and (iv), loanDepot Parties shall take reasonable actions to provide Buyer with prior written notice; provided further that in the case of (iv), loanDepot Parties shall not file any of the Principal Agreements other than the Agreement with the SEC or state securities office unless loanDepot Parties have (x) provided at least thirty (30) days (or such lesser time as may be demanded by the SEC or state securities office) prior written notice of such filing to Buyer, and (y) redacted all pricing information and other commercial terms.

If any party or any of its successors, Subsidiaries, officers, directors, employees, agents and/or representatives, including, without limitation, its insurers, sureties and/or attorneys, breaches its respective duty of confidentiality under this Agreement, the nonbreaching party(ies) shall be entitled to all remedies available at law and/or in equity, including, without limitation, injunctive relief.

2.Fees and Expenses. The Seller agrees to pay to Buyer all fees and out of pocket expenses incurred by Buyer in connection with this Amendment, including all reasonable fees and out of pocket costs and expenses of the legal counsel to Buyer incurred in connection with this Amendment, in accordance with Section 11.7 of the Agreement.

3.No Other Amendments; Conflicts with Previous Amendments. Other than as expressly modified and amended herein, the Agreement shall remain in full force and effect and nothing herein shall affect the rights and remedies of Buyer as provided under the Agreement. To the extent any amendments to the Agreement contained herein conflict with any previous amendments to the Agreement, the amendments contained herein shall control.

4.Capitalized Terms. Any capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to such term in the Agreement.

2

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5.Representations. In order to induce Buyer to execute and deliver this Amendment, loanDepot Parties hereby represent to Buyer that as of the date hereof, after giving effect to this Amendment, (i) loanDepot Parties are in full compliance with all of the terms and conditions of the Principal Agreements and remain bound by the terms thereof, and (ii) no Potential Default or Event of Default has occurred and is continuing under the Principal Agreements.

6.Governing Law. This Amendment shall be construed in accordance with the laws of the State of New York without regard to any conflicts of law provisions (except for Sections 5-1401 and 5-1402 of the New York General Obligations Law which shall govern). All legal actions between or among the parties regarding the Agreement, including, without limitation, legal actions to enforce the Agreement or because of a dispute, breach or default of the Agreement, shall be brought in the federal or state courts located in New York County, New York, which courts shall have sole and exclusive in personam, subject matter and other jurisdiction in connection with such legal actions and the parties acknowledge and agree that venue in such courts shall be convenient and appropriate for all purposes.

7.Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

8.Counterparts. This Amendment and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Amendment (each a “Communication”) may be in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. This Amendment may be executed simultaneously in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but each counterpart shall be deemed to be an original and all such counterparts shall constitute one and the same agreement. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by Buyer of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. Electronic Signatures and facsimile signatures shall be deemed valid and binding to the same extent as the original. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

[signature page follows]

3

LEGAL02/42107684v4

IN WITNESS WHEREOF, Buyer and loanDepot Parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the date first written above. Buyer shall have no obligation to honor the terms and conditions of this Amendment if loanDepot Parties fail to fully execute and return this document to Buyer within three (3) days after the date hereof.

BANK OF AMERICA, N.A., as Buyer     By:_____________________________________ Name:     Title:	LOANDEPOT BA WAREHOUSE, LLC, as Seller                     By:_____________________________________ Name:     Title:
	Acknowledged and Agreed to by: LOANDEPOT.COM, LLC, as guarantor By: _____________________________________ Name: Title:
	LOANDEPOT.COM, LLC, as pledgor By: _____________________________________ Name: Title:

Signature Page to Amendment No. 5 to Second A&R MRA (BANA/loanDepot)

LEGAL02/42107684v4

EX-10.16

CONFORMED VERSION through:

Amendment No. 1, dated October 8, 2021;

Amendment No. 2, dated May 5, 2022; and

Amendment No. 3, dated September 19, 2022

MASTER REPURCHASE AGREEMENT AND SECURITIES CONTRACT

between

BANK OF MONTREAL,

as Buyer

and

LOANDEPOT.COM, LLC,

as Seller

Dated as of September 23, 2021

DB1/ 132205760.3

TABLE OF CONTENTS

Page(s)

i

Section 1.    Applicability; Transaction Overview	1
Section 2.    Definitions	1
Section 3.    No Commitment; Initiation	27
Section 4.    Repurchases	34
Section 5.    Income Payments; Price Differential	35
Section 6.    Requirements Of Law	36
Section 7.    Margin Maintenance	37
Section 8.    Taxes	38
Section 9.    Security Interest; Buyer’s Appointment as Attorney-in-Fact	41
Section 10.    Payment, Transfer And Remittance	44
Section 11.    Hypothecation or Pledge of Purchased Mortgage Loans	45
Section 12.    Fees	45
Section 13.    Representations	45
Section 14.    Covenants Of Seller	51
Section 15.    Events Of Default	59
Section 16.    Remedies	61
Section 17.    Indemnification and Expenses	64
Section 18.    Servicing	65
Section 19.    Recording of Communications	66
Section 20.    Due Diligence	66
Section 21.    Assignability	67
Section 22.    Transfer and Maintenance of Register	68
Section 23.    Tax Treatment	69
Section 24.    Set-Off	69
Section 25.    Terminability	69
Section 26.    Notices And Other Communications	69
Section 27.    Entire Agreement; Severability; Single Agreement	70
Section 28.    GOVERNING LAW	70
Section 29.    SUBMISSION TO JURISDICTION; WAIVERS	70
Section 30.    No Waivers, etc	71
Section 31.    Netting	71
Section 32.    Confidentiality	72
Section 33.    Intent	73
Section 34.    Conflicts	74
Section 35.    Authorizations	74
Section 36.    Miscellaneous	74
Section 37.    Recognition of the U.S. Special Resolution Regimes	75
Section 38.    Effect of Benchmark Transition Event	75
Section 38.    General Interpretive Principles	75

ii

SCHEDULE 1-A    REPRESENTATIONS AND WARRANTIES RE: MORTGAGE LOANS

SCHEDULE 1-B    REPRESENTATIONS AND WARRANTIES RE: POOLED MORTGAGE LOANS

SCHEDULE 2    AUTHORIZED REPRESENTATIVES

SCHEDULE 3    INDEBTEDNESS OF SELLER

EXHIBIT A    [RESERVED]

EXHIBIT B    [RESERVED]

EXHIBIT C    EVIDENCE OF BUYER LISTED AS LOSS PAYEE OF FIDELITY INSURANCE POLICY, ERRORS AND OMISSIONS INSURANCE POLICY, AND PROFESSIONAL LIABILITY INSURANCE POLICY

EXHIBIT D    FORM OF SECTION 8 CERTIFICATE

EXHIBIT E    ASSET SCHEDULE FIELDS

EXHIBIT F    FORM OF POWER OF ATTORNEY

EXHIBIT G    FORM OF OFFICER’S COMPLIANCE CERTIFICATE

EXHIBIT H    FORM OF SECURITY RELEASE CERTIFICATION

iii

MASTER REPURCHASE AGREEMENT AND SECURITIES CONTRACT

This is a MASTER REPURCHASE AGREEMENT AND SECURITIES CONTRACT, dated as of September 23, 2021, between LOANDEPOT.COM, LLC, a Delaware limited liability company (“Seller”), and BANK OF MONTREAL, a Canadian Chartered bank acting through its Chicago Branch (“Buyer”).

Section 1.Applicability; Transaction Overview. From time to time, upon the terms and conditions set forth herein, the parties hereto may enter into transactions, on an uncommitted basis, in which Seller agrees to transfer to Buyer Mortgage Loans and all right, title and interest (including the Servicing Rights (as hereinafter defined)) in and to such Mortgage Loans against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Mortgage Loans against the transfer of funds by Seller. Each such transaction involving the transfer of Mortgage Loans shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder. This Agreement is not a commitment by Buyer to engage in the Transactions, but sets forth the requirements under which Buyer would consider entering into Transactions set forth herein.

Section 2.Definitions. As used herein, the following terms shall have the following meanings.

“Accelerated Repurchase Date” shall have the meaning set forth in Section 16(a)(i) hereof.

“Acceptable State” shall mean any state acceptable pursuant to the Underwriting Guidelines in which Seller is licensed to originate Mortgage Loans.

“Accepted Servicing Practices” shall mean, with respect to any Mortgage Loan, those mortgage servicing practices of prudent mortgage lending institutions which service mortgage loans (a) of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, (b) with respect to Agency Eligible Mortgage Loans, serviced in accordance with Fannie Mae, Freddie Mac, or Government Agency servicing practices and procedures, as applicable, (c) in accordance with the terms of the related Mortgage Note and Mortgage, and (d) in accordance with applicable law and regulations, including the servicing standards promulgated by the Consumer Financial Protection Bureau.

“Adjusted Tangible Net Worth” shall have the meaning set forth in the Pricing Side Letter.

“Affiliate” shall mean with respect to any specified entity, any other entity controlling or controlled by or under common control with such specified entity. For the purposes of this definition, “control” when used with respect to a specified entity means the power to direct the management and policies of such entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” having meanings correlative to the foregoing. For removal of doubt none of the Permitted Holders, MTH Mortgage, LLC, MSC Mortgage, LLC, TRI Pointe Connect, LLC, Day One Mortgage, LLC, Farm Bureau Mortgage, LLC, LGI Mortgage Solutions LLC, Henlopen Mortgage, LLC, BRP Home Mortgage, LLC, CUSA Affordable Housing, LLC, Commercial Agency USA, LLC, or any joint venture formed by Seller after the date hereof shall be considered an Affiliate for purposes of this Agreement or any other Facility Document.

“Agency” shall mean Freddie Mac, Fannie Mae or Ginnie Mae, as applicable.

1

“Agency Approvals” shall have the meaning set forth in Section 13(ff) hereof.

“Agency Eligible Mortgage Loan” shall mean a Mortgage Loan that is in compliance with the eligibility requirements for swap or purchase by an Agency, under the applicable Agency guidelines and/or Agency Program.

“Agency Program” shall mean the specific mortgage backed securities swap program under the applicable Agency guidelines or as otherwise approved by an Agency pursuant to which the Agency Security is to be issued.

“Agency-Required eNote Legend” shall mean the legend or paragraph required by Fannie Mae or Freddie Mac, as applicable, to be set forth in the text of an eNote, which includes the provisions set forth on the appropriate exhibit to the Custodial and Disbursement Agreement, as may be amended from time to time by Fannie Mae or Freddie Mac, as applicable.

“Agency Security” shall mean a mortgage-backed security issued by an Agency.

“Aggregate Facility Purchase Price” shall mean, as of any date of determination, the sum of the Purchase Prices (as of such date of determination) of all Purchased Mortgage Loans then subject to a Transaction.

“Agreement” shall mean this Master Repurchase Agreement and Securities Contract between Buyer and Seller, dated as of the date hereof as the same may be amended, restated, supplemented or otherwise modified in accordance with the terms hereof.

“Anti-Corruption Laws” shall have the meaning set forth in Section 13(cc) hereof.

“Anti-Money Laundering Laws” shall have the meaning set forth in Section 13(aa) hereof.

“Appraised Value” shall mean (i) the value set forth in an appraisal made in connection with the origination of the related Mortgage Loan as the value of the Mortgaged Property or (ii) in the case of property inspection waiver Mortgage Loans, the value accepted by Fannie Mae or Freddie Mac’s automated underwriting system as the value of the Mortgaged Property.

“Asset Schedule” shall mean with respect to any Transaction as of any date, an asset schedule in the form of a computer tape or other electronic medium (including an Excel spreadsheet) generated by Seller and delivered to Buyer and the Custodian, which provides information (including, without limitation, the information set forth on Exhibit E attached hereto) relating to the Purchased Mortgage Loans in a format reasonably acceptable to Buyer.

“Asset Value” shall mean (A) with respect to any Purchased Mortgage Loan that is a Jumbo Mortgage Loan, as of any date of determination, an amount equal to the product of (i) the Purchase Price Percentage for the applicable Purchased Mortgage Loan and (ii) the lesser of (a) the outstanding principal balance of such Purchased Mortgage Loan, or (b) the Market Value of such Purchased Mortgage Loan; or (B) with respect to any Purchased Mortgage Loan that is a Government Mortgage Loan, as of any date of determination, an amount equal to the lesser of (i) the outstanding principal balance of such Purchased Mortgage Loan, or (ii) the product of (a) the Purchase Price Percentage for the applicable Purchased Mortgage Loan, and (b) the Market Value of such Purchased Mortgage Loan. Without limiting the generality of the foregoing, Seller acknowledges that the Asset Value of a Purchased Mortgage Loan may be reduced to zero by Buyer if:

2

(i)such Purchased Mortgage Loan is a Wet-Ink Mortgage Loan, for which the proceeds of such Purchased Mortgage Loan were wired to a Closing Agent with respect to which Buyer has notified the Seller at any time that such Closing Agent is not satisfactory;

(ii)a Purchased Mortgage Loan Issue has occurred and such Purchased Mortgage Loan has not been repurchased by Seller;

(iii)the related Mortgage File has been released from the possession of the Custodian under the Custodial and Disbursement Agreement for a period in excess of the time permitted therefor under the Custodial and Disbursement Agreement;

(iv)such Purchased Mortgage Loan has been subject to a Transaction hereunder for a period of greater than the Maximum Transaction Duration identified on the Pricing Side Letter for such Purchased Mortgage Loan;

(v)Buyer has determined in its good faith discretion that such Purchased Mortgage Loan is not eligible for whole loan sale or securitization in a transaction consistent with the prevailing sale and securitization industry;

(vi)such Purchased Mortgage Loan is a Wet-Ink Mortgage Loan for which the Mortgage File has not been delivered to the Custodian on or prior to the Wet-Ink Mortgage Loan Document Receipt Date;

(vii)when the Purchase Price for such Purchased Mortgage Loan is added to the Purchase Price for all Purchased Mortgage Loans, the aggregate Purchase Price of any loan type exceeds the applicable Concentration Limit;

(viii)a Security Issuance Failure has occurred with respect to such Purchased Mortgage Loan; or

(ix)when the Purchase Price of such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the Aggregate Facility Purchase Price exceeds the Maximum Aggregate Purchase Price.

“Assignment and Acceptance” shall have the meaning set forth in Section 21 hereof.

“Assignment of Mortgage” shall mean an assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the sale of the Mortgage.

“Authoritative Copy” shall mean, with respect to an eNote, the unique copy of such eNote that is within the Control of the Controller.

“Authorized Representative” shall mean, for the purposes of this Agreement only, an agent or Responsible Officer of Seller and Buyer listed on Schedule 2 hereto, as such Schedule 2 may be amended from time to time.

“Bailee Letter” shall mean a bailee letter substantially in the form prescribed by the Custodial and Disbursement Agreement or otherwise approved in writing by Buyer, in its reasonable discretion.

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“Bankruptcy Code” shall mean the United States Bankruptcy Code of 1978, as amended from time to time.

“Benchmark Replacement” shall mean the sum of: (a) the alternate benchmark rate that has been selected by Buyer giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to Term SOFR for U.S. dollar-denominated syndicated or bilateral credit facilities and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.

“Benchmark Replacement Adjustment” shall mean, with respect to any replacement of Term SOFR with an Unadjusted Benchmark Replacement for each applicable Price Differential Collection Period, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by Buyer giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of Term SOFR with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of Term SOFR with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated or bilateral credit facilities at such time.

“Benchmark Replacement Conforming Changes” shall mean, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to timing and frequency of determining rates and making payments of Price Differential, prepayment provisions, and other administrative matters) that Buyer decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by Buyer in a manner substantially consistent with market practice (or, if Buyer decides that adoption of any portion of such market practice is not administratively feasible or if Buyer determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as Buyer decides is reasonably necessary in connection with the administration of this Agreement).

“Benchmark Replacement Date” shall mean the earlier to occur of the following events with respect to Term SOFR:

(a)    in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of the date of the public statement or publication of information referenced therein and (b) the date on which the Term SOFR Administrator permanently or indefinitely ceases to provide Term SOFR; or

(b)    in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

“Benchmark Transition Event” shall mean the occurrence of one or more of the following events with respect to Term SOFR:

(1)    a public statement or publication of information by or on behalf of the Term SOFR Administrator announcing that such administrator has ceased or will cease to provide Term SOFR, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide Term SOFR;

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(2)    a public statement or publication of information by the regulatory supervisor for the Term SOFR Administrator, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the Term SOFR Administrator, a resolution authority with jurisdiction over the Term SOFR Administrator or a court or an entity with similar insolvency or resolution authority over the Term SOFR Administrator, which states that the Term SOFR Administrator has ceased or will cease to provide Term SOFR permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide Term SOFR; or

(3)    a public statement or publication of information by the regulatory supervisor for the Term SOFR Administrator announcing that Term SOFR is no longer representative.

“Benchmark Transition Start Date” shall mean (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the ninetieth (90th) day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than ninety (90) days after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by notice to Seller.

“Benchmark Unavailability Period” shall mean, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Term SOFR and solely to the extent that Term SOFR has not been replaced with a Benchmark Replacement, the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced Term SOFR for all purposes hereunder in accordance with this Agreement and (y) ending at the time that a Benchmark Replacement has replaced Term SOFR for all purposes hereunder pursuant to this Agreement.

“BHC Act Affiliate” shall have the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Business Day” shall mean a day other than (i) a Saturday or Sunday, (ii) any day on which banking institutions are authorized or required by law, executive order or governmental decree to be closed in the State of Illinois, the State of California or the State of New York or (iii) any day on which the U.S. Federal Reserve System is closed.

“Buyer” shall mean Bank of Montreal, its successors in interest and permitted assigns, and with respect to Section 8, its participants.

“Capital Lease” shall mean, [xxxx].

“Capital Lease Obligations” shall mean, [xxxx].

“Capital Stock” shall mean, [xxxx]

“Change in Control” shall mean:

(a)    the sale, transfer, or other disposition (each, a “Disposition”) of all or substantially all of Seller’s assets (other than any Disposition permitted under this Agreement);

(a) the acquisition by any Person or group (within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules of the Securities and Exchange Commission thereunder), but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary

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or administrator of any such plan), other than the Permitted Holders or their Affiliates becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 51% or more of the equity securities of loanDepot, Inc., a Delaware corporation, entitled to vote for members of the board of directors or equivalent governing body of Seller on a fully-diluted basis; or

(b)the consummation of a merger or consolidation of Seller with or into another entity or any other corporate reorganization (in one transaction or in a series of transactions), if more than 50% of the combined voting power of the continuing or surviving entity’s Capital Stock outstanding immediately after such merger, consolidation or such other reorganization is owned by persons who were not owners of Seller immediately prior to such merger, consolidation or other reorganization.

    “Closing Agent” shall mean, with respect to any Wet-Ink Transaction, an entity reasonably satisfactory to Buyer (which may be a title company, escrow company or attorney in accordance with local law and practice in the jurisdiction where the related Wet-Ink Mortgage Loan is being originated) to which the proceeds of such Wet-Ink Transaction are to be wired pursuant to the instructions of Seller. Unless Buyer notifies Seller (electronically or in writing) that a Closing Agent is unsatisfactory, each Closing Agent utilized by Seller shall be deemed satisfactory.

“Closing Date” shall mean September 23, 2021.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Committed Mortgage Loan” shall mean a Purchased Mortgage Loan which is the subject of a Take-out Commitment with a Take-out Investor.

“Concentration Limit” shall have the meaning set forth in the Pricing Side Letter.

“Confidential Information” shall have the meaning set forth in Section 32(a) hereof.

“Conforming Mortgage Loan” shall mean a Mortgage Loan originated in accordance with the applicable published underwriting and eligibility criteria of Fannie Mae or Freddie Mac for purchase of mortgage loans.

“Connection Income Taxes” shall mean [xxxx].

“Control” shall mean, with respect to an eNote, the “control” of such eNote within the meaning of UETA and/or, as applicable, E-Sign, which is established by reference to the MERS eRegistry and any party designated therein as the Controller.

“Control Failure” shall mean, with respect to an eNote, (i) if the Controller status of the eNote shall not have been transferred to Buyer, (ii) Buyer shall otherwise not be designated as the Controller of such eNote in the MERS eRegistry (other than pursuant to a Bailee Letter), (iii) if the eVault shall have released the Authoritative Copy of an eNote in contravention of the requirements of the Custodial and Disbursement Agreement, or (iv) if the Custodian initiated any changes on the MERS eRegistry in contravention of the terms of the Custodial and Disbursement Agreement.

“Controller” shall mean, with respect to an eNote, the party designated in the MERS eRegistry as the “Controller”, and who in such capacity shall be deemed to be “in control” or to be the “controller” of such eNote within the meaning of UETA or E-Sign, as applicable.

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“Contractual Obligations” shall mean, as to any Person, any provision of any security (whether in the nature of Capital Stock, or otherwise) issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument, document or agreement (other than a Facility Document) to which such Person is a party or by which it or any of its Property is bound or to which any of its Property is subject.

“Correspondent Mortgage Loan” shall mean a Mortgage Loan which is (i) originated by a Correspondent Seller and underwritten in accordance with the Underwriting Guidelines and (ii) acquired by the Seller from a Correspondent Seller in the ordinary course of business, for sale to the Buyer pursuant to this Agreement.

“Correspondent Seller” shall mean a mortgage loan originator that sells Mortgage Loans originated by it to Seller as a “correspondent” client.

“Costs” shall have the meaning set forth in Section 17(a) hereof.

“Custodial and Disbursement Agreement” shall mean, that certain Custodial and Disbursement Agreement dated as of the date hereof, among Seller, Buyer, Custodian and Disbursement Agent, as may be amended, restated, supplemented and otherwise modified from time to time.

“Custodian” shall mean Deutsche Bank National Trust Company, and any successor thereto under the Custodial and Disbursement Agreement.

“Cut-off Date” shall mean, with respect to Pooled Mortgage Loans, the first calendar day of the month in which the related Settlement Date is to occur.

“Cut-off Date Principal Balance” shall mean, with respect to Pooled Mortgage Loans, the outstanding principal balance of such Pooled Mortgage Loans on the Cut-off Date after giving effect to payments of principal and interest due on or prior to the Cut-off Date whether or not such payments are received.

“Default” shall mean an Event of Default or an event that with notice or lapse of time or both would become an Event of Default.

“Default Right” shall have the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Party” shall have the meaning set forth in Section 31(b) hereof.

“Delegatee” shall mean, with respect to an eNote, the party designated in the MERS eRegistry as the “Delegatee” or “Delegatee for Transfers”, who in such capacity is authorized by the Controller to perform certain MERS eRegistry transactions on behalf of the Controller such as Transfers of Control and Transfers of Control and Location.

“Disbursement Agent” shall mean Deutsche Bank National Trust Company, and any successor thereto under the Custodial and Disbursement Agreement.

“Dollars” and “$” shall mean lawful money of the United States of America.

“DU Refi Plus” shall mean the Fannie Mae DU Refi Plus program.

“Due Date” shall mean the day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.

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“Due Diligence Documents” shall have the meaning set forth in Section 20 hereof.

“Early Opt-in Election” shall mean the occurrence of:

(1)    a determination by Buyer that at least three currently outstanding U.S. dollar- denominated syndicated or bilateral credit facilities at such time contain (as a result of amendment or as originally executed) as a benchmark interest rate, in lieu of Term SOFR, a new benchmark interest rate (excluding, for the avoidance of doubt, the LIBOR Rate) to replace Term SOFR, and

(2)    the election by Buyer to declare that an Early Opt-in Election has occurred and the provision by Buyer of written notice of such election to Seller.

“Effective Date” shall mean the date upon which the conditions precedent set forth in Section 3(a) shall have been satisfied.

“Electronic Agent” shall mean MERSCORP Holdings, Inc., or its successor in interest or assigns.

“Electronic Record” shall mean, as the context requires, (i) “Record” and “Electronic Record,” both as defined in E-Sign, and shall include but not be limited to, recorded telephone conversations, fax copies or electronic transmissions, and (ii) with respect to an eMortgage Loan, the related eNote and all other documents comprising the Mortgage File electronically created and that are stored in an electronic format, if any.

“Electronic Tracking Agreement” shall mean an Electronic Tracking Agreement that is entered into among Buyer, Seller, MERS and MERSCORP Holdings, Inc., to the extent applicable as the same may be amended, restated, supplemented or otherwise modified from time to time with respect to (x) the tracking of changes in the ownership, mortgage servicers and servicing rights ownership of Purchased Mortgage Loans held on the MERS System and (y) the tracking of the Control of eNotes held on the MERS eRegistry, in a form acceptable to Buyer.

“Eligible Mortgage Loan” shall mean a Mortgage Loan which:

(a)has been approved by Buyer in its sole and absolute discretion on the related Purchase Date; and

(c)complies with the representations and warranties set forth on Schedule 1-A; and

(d)with respect to each Pooled Mortgage Loan, complies with the representations and warranties set forth on Schedule 1-B.

“eMortgage Loan” shall mean a Mortgage Loan that is a Conforming Mortgage Loan with respect to which there is an eNote and as to which some or all of the other documents comprising the related Mortgage File may be created electronically and not by traditional paper documentation with a pen and ink signature.

“eNote” shall mean, with respect to any eMortgage Loan, the electronically created and stored Mortgage Note that is a Transferable Record.

“eNote Delivery Requirement” shall have the meaning set forth in Section 3(c) hereof.

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“eNote Replacement Failure” shall have the meaning set forth in the Custodial and Disbursement Agreement.

“Environmental Issue” shall mean any material environmental issue with respect to any Mortgaged Property, as determined by Buyer in its good faith discretion, including without limitation, the violation of any Environmental Laws.

“Environmental Laws” shall mean any federal, state, foreign or local statute, law, rule, regulation, ordinance, code, guideline, written policy and rule of common law now or hereafter in effect and in each case as amended, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to the environment, employee health and safety or hazardous substances, materials or other pollutants, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. § 9601 etseq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. § 6901 etseq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 etseq.; the Toxic Substances Control Act, 15 U.S.C. § 2601 etseq.; the Clean Air Act, 42 U.S.C. § 7401 etseq.; the Safe Drinking Water Act, 42 U.S.C. § 3803 etseq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 etseq.; the Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C. § 11001 etseq.; the Hazardous Material Transportation Act, 49 U.S.C. § 1801 etseq. and the Occupational Safety and Health Act, 29 U.S.C. § 651 etseq.; and any state and local or foreign analogues, counterparts or equivalents, in each case as amended from time to time.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time and any successor thereto, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” shall mean any Person, whether or not incorporated, that is a member of any group of organizations described in Section 414(b), (c), (m) or (o) of the Code of which the Seller is a member.

“Errors and Omissions Insurance Policy” shall mean an errors and omissions insurance policy to be maintained by the Seller.

“E-Sign” shall mean the federal Electronic Signatures in Global and National Commerce Act, as amended from time to time.

“Escrow Payments” shall mean, with respect to any Mortgage Loan, the amounts required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.

“eVault” shall mean an electronic repository established and maintained by an eVault Provider for delivery and storage of eNotes.

“eVault Provider” shall mean Document Systems, Inc. d/b/a DocMagic, or its successor in interest or assigns, or such other entity agreed upon by Seller, Custodian and Buyer.

“Event of Default” shall have the meaning set forth in Section 15 hereof.

“Event of ERISA Termination” shall mean (i) with respect to any Plan, a Reportable Event, as to which the PBGC has not by regulation waived the reporting of the occurrence of such event, or (ii) the withdrawal of Seller, or any ERISA Affiliate thereof from a Plan during a plan year in which it is a substantial employer, as defined in Section 4001(a)(2) of ERISA, or (iii) the failure by Seller, or any ERISA Affiliate thereof to meet the minimum funding standard

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of Section 412 of the Code or Section 302 of ERISA with respect to any Plan, including, without limitation, the failure to make on or before its due date a required installment under Section 430(j) of the Code or Section 303(j) of ERISA, or (iv) the distribution under Section 4041 of ERISA of a notice of intent to terminate any Plan or any action taken by Seller, or any ERISA Affiliate thereof to terminate any Plan, or (v)  the determination that any Plan is or is expected to be in “at-risk” status, within the meaning of Section 430 of the Code or Section 303 of ERISA or (vi) the failure to meet the requirements of Section 436 of the Code resulting in the loss of qualified status under Section 401(a)(29) of the Code, or (vii) the institution by the PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or (viii) the receipt by Seller, or any ERISA Affiliate thereof of a notice from a Multiemployer Plan that action of the type described in the previous clause (vii) has been taken by the PBGC with respect to such Multiemployer Plan, or a determination that a Multiemployer Plan is, or is expected to be “insolvent” (within the meaning of Section 4245 of ERISA) or in “endangered” or “critical status” (within the meaning of Section 432 of the Code or Section 305 of ERISA); or (ix) the imposition of any Lien in favor of the PBGC or a Plan shall arise on the assets of Seller, or any ERISA Affiliate thereof or (x) any event or circumstance exists which may reasonably be expected to constitute grounds for Seller, or any ERISA Affiliate thereof to incur liability under Title IV of ERISA or under Sections 412(b) or 430 (k) of the Code with respect to any Plan.

“Exception Report” shall have the meaning set forth in the Custodial and Disbursement Agreement.

“Excluded Taxes” shall have the meaning set forth in Section 8(a) hereof.

“Executive Order” shall mean the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (66 Fed. Reg. 49079).

“Expense Cap” shall have the meaning set forth in the Pricing Side Letter.

“Facility Documents” shall mean this Agreement, the Pricing Side Letter, the Custodial and Disbursement Agreement, the Joint Securities Account Control Agreement, the Intercreditor Agreement, any Electronic Tracking Agreement, the Reserve Account Control Agreement, each Servicing Agreement, each Servicer Side Letter, each Power of Attorney and any and all other agreements executed and delivered by Seller in connection with this Agreement or any Transactions hereunder, as the same may be amended, restated or otherwise modified from time to time.

“Fannie Mae” shall mean the Federal National Mortgage Association or any successor thereto.

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Reserve Bank of New York’s Website” shall mean the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

“FHA” shall mean the Federal Housing Administration, an agency within the United States Department of Housing and Urban Development, or any successor thereto, and including

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the Federal Housing Commissioner and the Secretary of Housing and Urban Development where appropriate under the FHA Regulations.

“FHA Approved Mortgagee” shall mean a corporation or institution approved as a mortgagee by the FHA under the National Housing Act, as amended from time to time, and applicable FHA Regulations, and eligible to own and service mortgage loans such as the FHA Loans.

“FHA Loan” shall mean a Mortgage Loan which is the subject of an FHA Mortgage Insurance Contract.

“FHA Mortgage Insurance” shall mean, mortgage insurance authorized under the National Housing Act, as amended from time to time, and provided by the FHA.

“FHA Mortgage Insurance Contract” shall mean the contractual obligation of the FHA respecting the insurance of a Mortgage Loan.

“FHA Regulations” shall mean the regulations promulgated by the Department of Housing and Urban Development under the National Housing Act, as amended from time to time and codified in 24 Code of Federal Regulations, and other Department of Housing and Urban Development issuances relating to FHA Loans, including the related handbooks, circulars, notices and mortgagee letters.

“FICO” shall mean Fair Isaac & Co., or any successor thereto.

“Fidelity Insurance Policy” shall mean insurance coverage with respect to employee errors, omissions, dishonesty, forgery, theft, disappearance and destruction, robbery and safe burglary, property (other than money and securities) and computer fraud.

“Freddie Mac” shall mean the Federal Home Loan Mortgage Corporation or any successor thereto.

“GAAP” shall mean generally accepted accounting principles in the United States of America, applied on a consistent basis and applied to both classification of items and amounts, and shall include, without limitation, the official interpretations thereof by the Financial Accounting Standards Board, its predecessors and successors.

“Ginnie Mae” shall mean the Government National Mortgage Association and any successor thereto.

“GLB Act” shall have the meaning set forth in Section 32(b) hereof.

“Government Agency” shall mean Ginnie Mae, Fannie Mae, Freddie Mac, USDA, FHA, VA or other Governmental Authority governing such Government Mortgage Loan.

“Government Mortgage Loan” shall mean any of a Conforming Mortgage Loan, FHA Loan, USDA Mortgage Loan or VA Loan.

“Governmental Authority” shall mean any nation, sovereign or government, any state or other political subdivision thereof, any agency, authority or instrumentality thereof and any entity or authority exercising executive, legislative, taxing, judicial, regulatory or administrative functions of or pertaining to government, including any central bank, stock exchange, regulatory body, arbitrator, public sector entity, supra-national entity (including the European Union and the

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European Central Bank) and any self-regulatory organization (including the National Association of Insurance Commissioners).

“Gross Margin” shall mean, with respect to each adjustable rate Mortgage Loan, the fixed percentage amount set forth in the related Mortgage Note.

“Guarantee” shall mean, [xxxx].

“Haircut Amount” shall mean, with respect to an Eligible Mortgage Loan proposed for a Transaction hereunder, the difference, if any, between (a) with respect to (i) a Wet-Ink Mortgage Loan, the amount required to be sent to the Closing Agent and (ii) a Mortgage Loan other than a Wet-Ink Mortgage Loan, the amount required by the related warehouse lender to release its security interest therein less (b) the related Purchase Price.

“Hash Value” shall mean, with respect to an eNote, the unique, tamper-evident digital signature of such eNote that is stored with MERS.

“High Cost Mortgage Loan” shall mean a mortgage loan classified as (a) a “high cost” loan under the Home Ownership and Equity Protection Act of 1994; or (b) a “high cost,” “high risk,” “high rate,” “threshold,” “covered,” or “predatory” loan under any other applicable state, federal or local law (or a similarly classified loan using different terminology under a law, regulation or ordinance imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees).

“Hsieh Investors”shall mean each of the JLSSAA Trust, established September 4, 2014, JLSA, LLC, Trilogy Mortgage Holdings, Inc., Trilogy Management Investors Six, LLC, Trilogy Management Investors Seven, LLC and Trilogy Management Investors Eight, LLC and each of their respective affiliates.

“HUD” shall mean the United States Department of Housing and Urban Development.

“Income” shall mean, with respect to any Purchased Mortgage Loan, without duplication, all principal and interest or dividends or distributions or other amounts received with respect to such Purchased Mortgage Loan, including any insurance proceeds or interest payable thereon or any fees or payments of any kind, or other amounts received.

“Indebtedness” shall mean: [xxxx].

“Indemnified Party” shall have the meaning set forth in Section 17(a) hereof.

“Index” shall mean, with respect to any adjustable rate Mortgage Loan, the index identified on the Asset Schedule and set forth in the related Mortgage Note for the purpose of calculating the applicable Mortgage Interest Rate.

“Insolvency Event” shall mean, for any Person:

(b)that such Person or any Affiliate shall discontinue or abandon operation of its mortgage origination business; or

(a)that such Person or any Affiliate shall fail generally to, or admit in writing its inability to, pay its debts as they become due; or

(b)an involuntary proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of such

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Person or any Affiliate in an involuntary case under any applicable bankruptcy, insolvency, liquidation, reorganization or other similar law now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of such Person or any Affiliate, or for any substantial part of its property, or for the winding-up or liquidation of its affairs and, in each case, (w) such proceeding is not stayed within thirty (30) calendar days after the proceeding has been instituted and any such stay is not lifted, or (x) such proceeding is not released, vacated or dismissed within thirty (30) calendar days after the proceeding has been instituted, or (y) an order, judgment or decree approving or ordering any of the foregoing shall be entered and is not stayed, released or vacated within thirty (30) calendar days after entry, or (z) an order for relief against such Person shall be entered in an involuntary case under the Bankruptcy Code; or

(c)the commencement by such Person or any Affiliate of a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or such Person’s or any Affiliate’s consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of such Person, or for any substantial part of its property, or any general assignment for the benefit of creditors; or

(d)that such Person or any Affiliate shall become “insolvent” as such term is defined in Section 101(32)(A) of the Bankruptcy Code; or

(e)such Person shall take any action in furtherance of, or the action of which would result in any of the actions set forth in the preceding clauses (a), (b), (c), (d) or (e).

“Intellectual Property” shall mean all rights, title and interests in or relating to intellectual property and industrial property arising under any Requirement of Law.

“Intercreditor Agreement” shall mean that certain Fourth Amended and Restated Intercreditor Agreement, dated as of August 16, 2016, as amended as amended through that certain Amendment No. 12, and Joinder and Removal to Fourth Amended and Restated Intercreditor Agreement, dated as of the date hereof, by and among Seller, Buyer and the other parties thereto, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“Interest Only Adjustment Date” shall mean, with respect to each Interest Only Mortgage Loan, the date, specified in the related Mortgage Note on which the Monthly Payment will be adjusted to include principal as well as interest.

“Interest Only Mortgage Loan” shall mean a Mortgage Loan which only requires payments of interest for a period of time specified in the related Mortgage Note.

“Interest Rate Adjustment Date” shall mean the date on which an adjustment to the Mortgage Interest Rate with respect to each Mortgage Loan becomes effective.

“Interest Rate Protection Agreement” shall mean, with respect to any or all of the Purchased Mortgage Loans, any short sale of a US Treasury Security, or futures contract, or mortgage related security, or Eurodollar futures contract, or options related contract, or interest rate swap, cap or collar agreement, or similar arrangement providing for protection against fluctuations in interest rates or the exchange of nominal interest obligations, either generally or under specific contingencies, entered into by Seller.

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“Investment Company Act” shall mean the Investment Company Act of 1940, as amended from time to time.

“Joint Securities Account Control Agreement” shall mean that certain Fourth Amended and Restated Joint Securities Account Control Agreement, dated as of August 16, 2016, as amended through that certain Amendment No. 12 and Joinder and Removal to Fourth Amended and Restated Joint Securities Account Control Agreement, dated as of the date hereof, by and among Seller, Buyer and the other parties thereto, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“Jumbo Mortgage Loan” shall mean a Mortgage Loan where the original outstanding principal amount of such Mortgage Loan exceeds the eligibility limits for purchases by Freddie Mac or Fannie Mae.

“LD Holdings” shall mean LD Holdings Group LLC, a Delaware limited liability company.

“LIBOR Rate” shall mean the offered rate per annum for one-month deposits of Dollars that appears on Bloomberg Screen US0001M Page, as of 11:00 A.M. (New York time) on any date of determination (rounded up to the nearest whole multiple of 1/8%).

“Lien” shall mean any lien, claim, charge, restriction, pledge, security interest, mortgage, deed of trust or other encumbrance.

“Loan Program Authority” shall mean, with respect to Government Mortgage Loans, the applicable Government Agency, and with respect to Jumbo Mortgage Loans, the applicable Take-out Investor.

“Location” shall mean, with respect to an eNote, the location of such eNote which is established by reference to the MERS eRegistry.

“Manufactured Home” shall mean any dwelling unit built on a permanent chassis and attached to a permanent foundation system.

“Margin Call” shall have the meaning assigned thereto in Section 7(a) hereof.

“Margin Deficit” shall have the meaning assigned thereto in Section 7(a) hereof.

“Margin Payment” shall have the meaning assigned thereto in Section 7(a) hereof.

“Market Value” shall mean, as of any date of determination, for each Purchased Mortgage Loan, the whole-loan servicing released fair market value of such Purchased Mortgage Loan as determined by Buyer (or an Affiliate thereof) in its sole and good faith discretion (which determination may be performed on a daily basis, at Buyer’s discretion and may take into account such factors as Buyer deems appropriate).

“Master Servicer Field” shall mean, with respect to an eNote, the field entitled, “Master Servicer” in the MERS eRegistry.

“Material Adverse Effect” shall mean (a) a material adverse change in, or a material adverse effect upon, the Property, business, operations or condition of Seller (financial or otherwise), (b) a material impairment of the ability of Seller to perform its obligations under any of the Facility Documents to which it is a party and to avoid any Event of Default, (c) a material

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adverse effect upon the validity or enforceability of any of the Facility Documents, or (d) a material adverse effect upon the rights and remedies of Buyer under any of the Facility Documents; in each case as determined by Buyer in its reasonable discretion.

“Maximum Aggregate Purchase Price” shall have the meaning assigned thereto in the Pricing Side Letter.

“Maximum Transaction Duration” shall mean the number of days that a Purchased Mortgage Loan can be subject to a Transaction as set forth in the Pricing Side Letter.

“MERS” shall mean Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

“MERS Designated Mortgage Loan” shall mean any Mortgage Loan registered with MERS on the MERS System.

“MERS eDelivery” shall mean the transmission system operated by the Electronic Agent that is used to deliver eNotes, other Electronic Records and data from one MERS eRegistry member to another using a system-to-system interface and conforming to the standards of the MERS eRegistry.

“MERS eRegistry” shall mean the electronic registry operated by the Electronic Agent that acts as the legal system of record that identifies certain fields including, without limitation, the Controller, Delegatee and Location of the Authoritative Copy of registered eNotes.

“MERS Org ID” shall mean a number assigned by the Electronic Agent that uniquely identifies MERS members, or, in the case of a MERS Org ID that is a “Secured Party Org ID”, uniquely identifies MERS eRegistry members, which assigned numbers for each of Buyer, Seller and Custodian have been provided to the parties hereto.

“MERS System” shall mean the system of recording transfers of mortgages electronically maintained by MERS.

“Minimum Margin Threshold” shall mean $[xxxx].

“MOM Mortgage Loan” shall mean any Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee for the originator of such Mortgage Loan and its successors and assigns.

“Monthly Payment” shall mean the scheduled monthly payment of principal and interest on a Mortgage Loan.

“Moody’s” shall mean Moody’s Investors Service, Inc. or any successors thereto.

“Mortgage” shall mean each mortgage, or deed of trust, security agreement and fixture filing, deed to secure debt, or similar instrument creating and evidencing a first Lien on real property and other property and rights incidental thereto.

“Mortgage File” shall have the meaning set forth in the Custodial and Disbursement Agreement.

“Mortgage Interest Rate” shall mean the rate of interest borne on a Mortgage Loan from time to time in accordance with the terms of the related Mortgage Note.

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“Mortgage Interest Rate Cap” shall mean, with respect to an adjustable rate Mortgage Loan, the limit on each Mortgage Interest Rate adjustment as set forth in the related Mortgage Note.

“Mortgage Loan” shall mean any first lien closed Government Mortgage Loan or Jumbo Mortgage Loan which is a fixed or floating-rate, one-to-four-family residential loan evidenced by a Mortgage Note and secured by a Mortgage.

“Mortgage Note” shall mean the promissory note (including, with respect to an eMortgage Loan, the related eNote) or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.

“Mortgaged Property” shall mean the real property securing repayment of the debt evidenced by a Mortgage Note.

“Mortgagor” shall mean the obligor or obligors on a Mortgage Note, including any Person who has assumed or guaranteed the obligations of the obligor thereunder.

“Multiemployer Plan” shall mean a “multiemployer plan” as defined in Section 3(37) of ERISA as to which Seller, or any ERISA Affiliate thereof, has made contributions during the current year or the immediately preceding five (5) years or is required to make contributions or has any actual or potential liability.

“Negative Amortization” shall mean the portion of interest accrued at the Mortgage Interest Rate in any month which exceeds the Monthly Payment on the related Mortgage Loan for such month and which, pursuant to the terms of the Mortgage Note, is added to the principal balance of the Mortgage Loan.

“Net Worth” shall have the meaning set forth in the Pricing Side Letter.

“Nondefaulting Party” shall have the meaning set forth in Section 31(b) hereof.

“Non-Excluded Taxes” shall have the meaning set forth in Section 8(a) hereof.

“Obligations” shall mean (a) Seller’s obligation to pay the Repurchase Price on the Repurchase Date and other obligations and liabilities of Seller to Buyer, arising under, or in connection with, the Facility Documents, whether now existing or hereafter arising; (b) any and all reasonable out-of-pocket sums paid by Buyer pursuant to the Facility Documents in order to preserve any Repurchase Assets or its interest therein; (c) in the event of any proceeding for the collection or enforcement of any of Seller’s Indebtedness, obligations or liabilities referred to in clause (a), the out-of-pocket expenses of retaking, holding, collecting, preparing for sale, selling or otherwise disposing of or realizing on any Repurchase Asset, or of any exercise by Buyer or any Affiliate of Buyer of its rights under the Facility Documents, including without limitation, reasonable and documented attorneys’ fees and disbursements and court costs; and (d) all of Seller’s fees and indemnity obligations to Buyer pursuant to the Facility Documents.

“OFAC” shall have the meaning set forth in Section 13(bb) hereof.

“Officer’s Compliance Certificate” shall mean a certificate of a Responsible Officer of Seller in the form of Exhibit G hereto.

“Other Taxes” shall have the meaning set forth in Section 8(b) hereof.

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“Parthenon Investors” shall mean each of Parthenon Investors III, L.P., PCap Associates, Parthenon Capital Partners Fund, L.P., Parthenon Investors IV, L.P., Parthenon Capital Partners Fund II, L.P. and PCP Managers, L.P. each of their respective affiliates.

“Permitted Holders” shall mean any of the Hsieh Investors and the Parthenon Investors.

“PBGC” shall mean the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Permits” shall mean, with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, variance or permission from, and any other Contractual Obligations with, any Governmental Authority, in each case having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Person” shall mean any individual, corporation, company, voluntary association, partnership, joint venture, limited liability company, trust, unincorporated association or government (or any agency, instrumentality or political subdivision thereof.)

“Plan” shall mean an employee benefit plan as defined in Section 3(3) of ERISA (other than a Multiemployer Plan) that is subject to the provisions of Title IV of ERISA or Section 412 of the Code that is or was at any time during the current year or immediately preceding five (5) years established, maintained or contributed to by Seller, or any ERISA Affiliate thereof or with respect to which Seller, or any ERISA Affiliate thereof has any actual or potential liability.

“Pooled Mortgage Loan” shall mean any (a) Mortgage Loan that is subject to a Transaction hereunder and is part of a pool of Mortgage Loans certified by the Custodian to an Agency for the purpose of being swapped for an Agency Security backed by such pool, in each case, in accordance with the terms of guidelines issued by such Agency and (b) any Agency Security to the extent received in exchange for, and backed by a pool of, Mortgage Loans subject to a Transaction hereunder.

“Pooling Documents” shall mean each of the schedules, forms and other documents (other than the Mortgage Note) required to be delivered by or on behalf of Seller with respect to a Pooled Mortgage Loan to an Agency and/or Buyer and/or Custodian, as further described in the Custodial and Disbursement Agreement.

“Post-Default Rate” shall have the meaning assigned thereto in the Pricing Side Letter.

“Power of Attorney” shall mean a power of attorney in the form of Exhibit F hereto delivered by Seller.

“Price Differential” shall mean, with respect to any Purchased Mortgage Loan as of any date, the aggregate amount obtained by daily application of the applicable Pricing Rate (or, during the continuation of an Event of Default, by daily application of the Post-Default Rate) for the related Purchased Mortgage Loan to the Purchase Price for such Purchased Mortgage Loan on a 360 day per year basis for the actual number of days during the period commencing on (and including) the Purchase Date for such Purchased Mortgage Loan and ending on (but excluding) the Repurchase Date for such Purchased Mortgage Loan.

“Price Differential Collection Period” shall mean, with respect to each Purchased Mortgage Loan and Price Differential Payment Date (except for the initial Price Differential Payment Date for such Purchased Mortgage Loan), the period that commences on the first (1st) day of the preceding month and ends on the last day of such month. The Price Differential

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Collection Period with respect to the initial Price Differential Payment Date for a Purchased Mortgage Loan shall be the period that commences on the applicable Purchase Date and ends on the last day of such month.

“Price Differential Payment Date” shall mean (i) the fifth (5th) calendar day of the month, or the next succeeding Business Day, if such calendar day shall not be a Business Day and (ii) the Termination Date.

“Pricing Rate” shall have the meaning assigned thereto in the Pricing Side Letter.

“Pricing Side Letter” shall mean that certain letter agreement between Buyer and Seller, dated as of the date hereof, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Professional Liability Insurance Policy” shall mean a professional liability insurance policy to be maintained by the Seller.

“Property” shall mean any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“Purchase Date” shall mean the date on which Purchased Mortgage Loans are transferred by Seller to Buyer or its designee.

“Purchase Price” shall mean, with respect to each Purchased Mortgage Loan, the price at which such Purchased Mortgage Loan is transferred by Seller to Buyer, which shall equal:

(a) on the Purchase Date, the Asset Value of such Purchased Mortgage Loan as of the Purchase Date;

(b) on any day after the related Purchase Date, the amount determined under the immediately preceding clause (a) decreased by the amount of any cash previously transferred by the Seller to Buyer and applied to reduce the Purchase Price of such Purchased Mortgage Loan.

“Purchase Price Percentage” shall have the meaning assigned thereto in the Pricing Side Letter.

“Purchased Mortgage Loan Issue” shall mean, with respect to any Purchased Mortgage Loan as determined in Buyer’s good faith discretion, (i) the related Mortgage Note, Mortgage or related guarantee, if any, are determined to be unenforceable; (ii) there has occurred and is continuing a Representation Issue; (iii) the underlying Mortgaged Property is found to have an Environmental Issue, for which Seller or the related Mortgagor does not promptly set up an escrowed reserve in an amount acceptable to Buyer; (iv) federal, state or local law enforcement agencies have seized the underlying Mortgaged Property or (v) such Purchased Mortgage Loan has been more than thirty (30) days contractually past due or for which the mortgagee or Servicer has granted a forbearance in respect of any payments or a portion of payments under the terms of the Mortgage Note.

“Purchased Mortgage Loan” shall mean any reference to any Eligible Mortgage Loan that is purchased by Buyer and listed on the Asset Schedule attached to the related Transaction Notice (as Appendix I or otherwise), including the related Mortgage File for which the Custodian has been instructed to hold pursuant to the Custodial and Disbursement Agreement.

“Qualified Originator” shall mean an originator of Mortgage Loans which is acceptable under the Underwriting Guidelines.

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“Rating Agency” shall mean, each of Fitch, Inc., Moody’s and S&P, as applicable.

“Records” shall mean all instruments, agreements and other books, records, and reports and data generated by other media for the storage of information maintained by Seller or any other Person or entity with respect to a Mortgage Loan. Records shall include the Mortgage Notes, any Mortgages, the Mortgage Files, the credit files related to the Mortgage Loan and any other instruments necessary to document or service a Mortgage Loan.

“Register” shall have the meaning set forth in Section 22(b) hereof.

“Regulations T, U and X” shall mean Regulations T, U and X of the Board of Governors of the Federal Reserve System (or any successor), as the same may be modified and supplemented and in effect from time to time.

“Relevant Governmental Body” shall mean the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“Reportable Event” shall mean any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under PBGC Reg. § 4043.

“Representation Issue” shall mean Buyer’s determination that there is a breach of a representation and warranty with respect to a Purchased Mortgage Loan (including a breach of any representation set forth on Schedule 1-A or Schedule 1-B hereof, as applicable), which breach adversely affects the value of such Mortgage Loan or Buyer’s interest therein, as determined by Buyer in its sole good faith discretion.

“Repurchase Assets” shall have the meaning provided in Section 9(a) hereof.

“Repurchase Date” shall mean the earliest of (x) the Termination Date, (y) any date determined by application of the respective Maximum Transaction Duration, (z) the date on which Seller is to repurchase the Purchased Mortgage Loans subject to a Transaction from Buyer on a date requested pursuant to Section 4 hereof, including any date determined by application of the provisions of Sections 3 or 4 or 15 hereof.

“Repurchase Notice” shall have the meaning provided in Section 4(c) hereof.

“Repurchase Price” shall mean, with respect to any Purchased Mortgage Loan as of any date of determination, an amount equal to the applicable Purchase Price minus (A) any payments made by or on behalf of Seller in reduction of the outstanding Repurchase Price in each case before or as of such determination date with respect to such Purchased Mortgage Loan, plus (B) (i) any accrued and unpaid Price Differential, and (ii) any other amounts due and payable under this Agreement with respect to such Purchased Mortgage Loan, including if applicable, any fee due pursuant to the Pricing Side Letter.

“Required Insurance Policy” shall mean any Fidelity Insurance Policy, Errors and Omissions Insurance Policy, and Professional Liability Insurance Policy.

“Requirement of Law” shall mean with respect to any Person, any law, treaty, rule or regulation or determination of an arbitrator, a court or other Governmental Authority, applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

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“Reserve Account” shall mean a segregated account established at the Reserve Account Bank, in the name of Seller and subject to a Reserve Account Control Agreement with Buyer which shall at all times contain a balance at least equal to the Reserve Account Threshold, as such amount may be subject to set off by Buyer with respect to any Obligations.

“Reserve Account Bank” shall mean BMO Harris Bank N.A., and any successor thereto under the Reserve Account Control Agreement.

“Reserve Account Control Agreement” shall mean a blocked account control agreement providing the Buyer with control at all times over the Reserve Account.

“Reserve Account Threshold” shall have the meaning set forth in the Pricing Side Letter.

“Responsible Officer” (a) as to any Person, the chief executive officer or, with respect to financial matters, the chief financial officer of such Person, and (b) as to Seller, any manager or director or managing member.

“S&P” shall mean Standard & Poor’s Ratings Services, or any successor thereto.

“Sanctioned Country” shall have the meaning set forth in Section 13(bb) hereof.

“Sanctions” shall have the meaning set forth in Section 13(bb) hereof.

“SDN List” shall have the meaning set forth in Section 13(bb) hereof.

“Section 4402” shall have the meaning set forth in Section 31 hereof.

“Section 8 Certificate” shall have the meaning set forth in Section 8(e)(ii) hereof.

“Securities Issuance Failure” the failure of a pool of Pooled Mortgage Loans to back the issuance of an Agency Security.

“Security Release Certification” shall have the meaning set forth in Section 3(b)(xxi) hereof.

“Seller” shall mean loanDepot.com, LLC, a Delaware limited liability company, and its successors in interest and assigns.

“Seller Employees” shall have the meaning set forth in Section 14(m) hereof.

“Servicer” shall mean any servicer or subservicer approved by Buyer in its sole discretion, which may be Seller.

“Servicer Side Letter” shall have the meaning set forth in Section 18(d) hereof.

“Servicer Termination Event” shall mean (i) an Event of Default hereunder or (ii) with respect to any Servicer (1) an event of default which continues without cure or waiver after the application of any grace period under the related Servicing Agreement, (2) such Servicer shall become the subject of an Insolvency Event, (3) such Servicer shall admit its inability to, or its intention not to, perform any of its obligations under the Facility Documents, or (4) the failure of such Servicer perform its obligations in any material respect under the Servicer Side Letter, if any, or the related Servicing Agreement, including, without limitation, the failure of such Servicer to remit funds in accordance with Section 5(a)(i) hereof and failure continues

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unremedied for a period of five (5) Business Days after the earlier of written notice of such failure or the date upon which the Servicer obtained actual knowledge of such failure

“Servicing Agreement” with respect to any Purchased Mortgage Loan serviced by a Servicer, shall mean the servicing agreement, if any, entered into among such Servicer, Seller and any other related parties thereto, which form and substance has been reasonably approved by Buyer, as the same may be amended from time to time of which Buyer shall be an intended third party beneficiary.

“Servicing Rights” shall mean rights of any Person to administer, manage, service or subservice, the Purchased Mortgage Loans or to possess related Records.

“Settlement Account” shall mean the following account

[xxxx]

“Settlement Date” shall mean, with respect to Pooled Mortgage Loans subject to a Transaction, that date specified as the contractual delivery and settlement date in the related Take-out Commitment pursuant to which Buyer or its designee under the Joint Securities Account Control Agreement has the right to deliver Agency Securities to the Take-out Investor.

“SOFR” shall mean, with respect to any day, the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.

“Subservicer Field” shall mean, with respect to an eNote, the field entitled, “Subservicer” in the MERS eRegistry.

“Subsidiary” shall mean, with respect to any Person, any corporation, partnership or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“Take-out Commitment” shall mean a commitment of Seller to sell one or more Purchased Mortgage Loans to a Take-out Investor in an arms-length, all cash transaction, and the corresponding Take-out Investor’s commitment back to Seller to effectuate the foregoing.

“Take-out Investor” shall mean any Person (other than an Affiliate of Seller) that has entered into a Take-out Commitment; provided that Buyer shall not have notified Seller that such Person is disapproved.

“Taxes” shall have the meaning set forth in Section 8(a) hereof.

“Tax Distributions” shall mean distributions by the Seller for the purpose of enabling LD Holdings to make Tax Distributions, as defined and set forth in the limited liability company agreement of LD Holdings.

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“Term SOFR” shall mean, with respect to any Transaction for any day, the Term SOFR Reference Rate for a one month tenor, as such rate is published by the Term SOFR Administrator for such day at 6:00 a.m. (New York City time); provided, however, that if as of 5:00 p.m. (New York City time) the Term SOFR Reference Rate for the foregoing tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to Term SOFR has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator.

“Term SOFR Administrator” shall mean CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by Buyer in its sole discretion).

“Term SOFR Reference Rate” shall mean the forward-looking term rate based on SOFR.

“Termination Date” shall have the meaning assigned thereto in the Pricing Side Letter.

“Transaction” shall have the meaning set forth in Section 1 hereof.

“Transaction Notice” shall mean a request from Seller to Buyer, which may be by electronic means (including e-mail), to enter into a Transaction.

“Transfer of Control” shall mean, with respect to an eNote, a MERS eRegistry transfer transaction used to request a change to the current Controller of such eNote.

“Transfer of Control and Location” shall mean, with respect to an eNote, a MERS eRegistry transfer transaction used to request a change to the current Controller and Location of such eNote.

“Transfer of Location” shall mean, with respect to an eNote, a MERS eRegistry transfer transaction used to request a change to the current Location of such eNote.

“Transferable Record” shall mean an Electronic Record under E-Sign and UETA that (i) would be a note under the Uniform Commercial Code if the Electronic Record were in writing, (ii) the issuer of the Electronic Record has expressly agreed is a “transferable record”, and (iii) for purposes of E-Sign, relates to a loan secured by real property.

“Transfer of Servicing” shall mean, with respect to an eNote, a MERS eRegistry transfer transaction used to request a change to the current Master Servicer Field or Subservicer Field of such eNote.

“Trust Receipt” shall have the meaning set forth in the Custodial and Disbursement Agreement.

“UETA” shall mean the Official Text of the Uniform Electronic Transactions Act as approved by the National Conference of Commissioners on Uniform State Laws at its Annual Conference on July 29, 1999.

“Unadjusted Benchmark Replacement” shall mean the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“Unauthorized Master Servicer or Subservicer Modification” shall mean, with respect to an eNote, an unauthorized Transfer of Location, an unauthorized Transfer of Servicing or any

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unauthorized change in any other information, status or data, including, without limitation, a change of the Master Servicer Field or Subservicer Field with respect to such eNote on the MERS eRegistry, initiated by the Seller, any Servicer or a vendor.

“Underwriting Guidelines” shall mean the standards, procedures and guidelines of Seller for underwriting and acquiring Mortgage Loans, which are set forth in the written policies and procedures of Seller, which have previously been provided and such other guidelines as are identified and approved in writing by Buyer.

“Underwriting Package” shall mean with respect to any proposed Purchased Mortgage Loan, the Asset Schedule listing such proposed Purchased Mortgage Loan and such other computer readable file or other information requested by Buyer during the course of its due diligence and delivered prior to the date of a Transaction for such proposed Purchased Mortgage Loan containing, with respect to the related proposed Purchased Mortgage Loan, information in form and substance acceptable to Buyer in its sole discretion, together with a certification that Seller has no actual knowledge of any material information concerning such proposed Purchased Mortgage Loan which is not reflected in such file or otherwise disclosed to Buyer in writing.

“Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the security interest in any Repurchase Assets or the continuation, renewal or enforcement thereof is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection.

“U.S. Government Securities Business Day” shall mean any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Special Resolution Regime” shall mean each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

“USA Patriot Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended.

“USDA” shall mean the United States Department of Agriculture.

“USDA Mortgage Loan” shall mean a Mortgage Loan that is guaranteed by the USDA’s Guaranteed Rural Housing Loan Program.

“VA” shall mean the U.S. Department of Veterans Affairs, an agency of the United States of America, or any successor thereto including the Secretary of Veterans Affairs.

“VA Approved Lender” shall mean a lender which is approved by the VA to act as a lender in connection with the origination of VA Loans.

“VA Loan” shall mean a Mortgage Loan which is subject of a VA Loan Guaranty Agreement as evidenced by a loan guaranty certificate.

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“VA Loan Guaranty Agreement” shall mean the obligation of the United States to pay a specific percentage of a Mortgage Loan (subject to a maximum amount) upon default of the Mortgagor pursuant to the Servicemen’s Readjustment Act, as amended.

“Wet-Ink Mortgage Loan Document Receipt Date” shall mean (a) the [xxxx] ([xxxx]) Business Day following the applicable Purchase Date with respect to a Wet-Ink Mortgage Loan that is not an eMortgage Loan, and (b) the [xxxx] ([xxxx]) Business Day following the applicable Purchase Date with respect to a Wet-Ink Mortgage Loan that is an eMortgage Loan.

“Wet-Ink Mortgage Loan” shall mean a Mortgage Loan originated by Seller in a transaction table-funded by Buyer, which origination or table funding is financed in part or in whole with proceeds of Transactions and as to which the Custodian has not yet received the related Mortgage File. A Mortgage Loan shall cease to be a Wet-Ink Mortgage Loan on the date on which Buyer has received a Trust Receipt and Exception Report from the Custodian with respect to such Mortgage Loan confirming that the Custodian has physical possession of the related Mortgage File (as defined in the Custodial and Disbursement Agreement) and that there are no Exceptions (as defined in the Custodial and Disbursement Agreement) with respect to such Mortgage Loan. No Mortgage Loan that is table-funded by Seller or any third party shall be eligible as a Wet-Ink Mortgage Loan under this Agreement.

“Wet-Ink Transaction” shall mean a Transaction in which a Wet-Ink Mortgage Loan is the Purchased Mortgage Loan. A Wet-Ink Transaction shall cease to be a Wet-Ink Transaction on the date that the underlying Wet-Ink Mortgage Loan ceases to be a Wet-Ink Mortgage Loan (in accordance with the definition thereof).

Section 3.No Commitment; Initiation.

Prior to the occurrence of an Event of Default and subject to the terms and conditions set forth herein, Buyer agrees that it may, in its sole discretion, enter into Transactions with Seller from time to time in an aggregate principal amount that will not cause the Aggregate Facility Purchase Price for all Purchased Mortgage Loans subject to then outstanding Transactions under this Agreement, together with any Eligible Mortgage Loans that are being offered by Seller for purchase under such Transaction to exceed, as of any date determination, the Maximum Aggregate Purchase Price. Within the foregoing limits and subject to the terms and conditions set forth herein, Seller and Buyer may enter into Transactions. This Agreement is not a commitment by Buyer to enter into Transactions with Seller but sets forth the requirements under which Buyer would consider entering into Transactions as set forth herein. For the sake of clarity, Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement.

(e)Conditions Precedent to Initial Transaction. Buyer’s agreement (if any) to enter into the initial Transaction hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the conditions precedent that Buyer shall have received from Seller any fees and expenses due and payable hereunder, and all of the following documents, each of which shall be satisfactory to Buyer and its counsel in form and substance:

(i)Facility Documents. The Facility Documents, duly executed by the parties thereto;

(ii)Opinions of Counsel. (A) A security interest creation and perfection, general corporate, enforceability opinion or opinions of outside counsel to Seller; and (B) a Bankruptcy Code opinion of outside counsel to Seller

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with respect to matters outlined in Section 33, each of which shall be in a form acceptable to Buyer in its sole discretion;

(iii)Organizational Documents. A certificate of existence of Seller delivered to Buyer prior to the Effective Date and copies of the organizational documents of Seller and evidence of all corporate or other authority for Seller with respect to the execution, delivery and performance of the Facility Documents to which it is a party and each other document to be delivered by Seller from time to time in connection herewith;

(iv)Good Standing Certificates. A certified copy of a good standing certificate from the jurisdiction of organization of Seller, dated as of no earlier than the date that is fifteen (15) Business Days prior to the date hereof;

(v)Incumbency Certificates. An incumbency certificate of the manager, member, director, secretary or other similar officer of Seller certifying the names, true signatures and titles of the representatives duly authorized to request transactions hereunder and to execute the Facility Documents to which it is a party;

(vi)Security Interest. Evidence that all other actions necessary to perfect and protect the sale, transfer, conveyance and assignment by Seller to Buyer or its designee, subject to the terms of this Agreement, of all of Seller’s right, title and interest it may have in and to the Purchased Mortgage Loans, the Repurchase Assets, and other items pledged under Section 9(a) together with all right, title and interest in and to the proceeds of any related Repurchase Assets have been taken, including in each case performing UCC searches and duly authorized and filing Uniform Commercial Code financing statements on Form UCC-1;

(vii)Insurance. Evidence that the Seller has added Buyer as an additional loss payee under the Seller’s Fidelity Insurance Policy and as a direct loss payee with right of action under the Errors and Omissions Insurance Policy or Professional Liability Insurance Policy, copies of which are attached hereto as Exhibit C;

(viii)[Reserved];

(ix)Reserve Account. Evidence that the Reserve Account has been established, per the terms of this Agreement, and contains at least the Reserve Account Threshold; and

(x)Other Documents. Such other documents as Buyer may reasonably request, in form and substance reasonably acceptable to Buyer.

(f)Conditions Precedent to all Transactions. Upon satisfaction of the conditions set forth in Section 3(a) hereof, and subject to the limitations set forth in the first paragraph of Section 3, Buyer may, in its sole discretion, enter into a Transaction with Seller. Buyer’s entering into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the intended use thereof:

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(xi)Due Diligence Review. Without limiting the generality of Section 20 hereof, Buyer shall have completed, to its satisfaction, its due diligence review of the related Mortgage Loans, Seller and the Servicer;

(xii)No Default. No Default or Event of Default shall have occurred and be continuing under the Facility Documents;

(xiii)Representations and Warranties; Eligible Mortgage Loans. Both immediately prior to the Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by Seller in Section 13 hereof and on Schedule 1-A and Schedule 1-B hereto, as applicable, in respect of the related Purchased Mortgage Loan, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);

(xiv)Maximum Purchase Price. After giving effect to the requested Transaction, the Aggregate Facility Purchase Price subject to then outstanding Transactions under this Agreement shall not exceed the Maximum Aggregate Purchase Price;

(xv)No Purchased Mortgage Loan Issue; No Margin Deficit. As of the related Purchase Date, (A) Seller shall not have failed to repurchase any Purchased Mortgage Loan pursuant to a repurchase request by Buyer pursuant to Section 4 hereof following the occurrence of a Purchased Mortgage Loan Issue with respect to such Purchased Mortgage Loan, and (B) no Margin Deficit shall have occurred and be continuing with respect to any Purchased Mortgage Loans. Additionally, after giving effect to the requested Transaction, no Purchased Mortgage Loan Issue or Margin Deficit shall have occurred or be continuing with respect to the related Purchased Mortgage Loans;

(xvi)Transaction Notice. Seller shall have delivered to Buyer (a) a Transaction Notice and (b) an Asset Schedule;

(xvii)Delivery of Mortgage File. Seller shall have delivered to the Custodian the Mortgage File with respect to each Mortgage Loan that is not a Wet-Ink Mortgage Loan and that is subject to the proposed Transaction, and the Custodian shall have issued a Trust Receipt showing no exceptions with respect to each such Mortgage Loan to Buyer as of the related Purchase Date all subject to and in accordance with the Custodial and Disbursement Agreement;

(xviii)[Reserved];

(xix)Approval of Servicing Agreement. To the extent applicable and not previously delivered and approved, Buyer shall have, in its sole discretion, approved each Servicing Agreement pursuant to which any Purchased Mortgage Loan that is subject to such Transaction is to be serviced during the term of such Transaction;

(xx)Servicer Side Letter. To the extent the related Purchased Mortgage Loans are to be serviced or sub-serviced by a Servicer other than Seller, Buyer shall have received a Servicer Side Letter with respect to such Purchased Mortgage Loans;

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(xxi)Fees and Expenses. Buyer shall have received all fees and expenses due and payable to Buyer as of the related Purchase Date, including, but not limited to, all fees due under the Pricing Side Letter and all fees and expenses of counsel to Buyer and due diligence vendors as contemplated by Sections 17(b) and 20 which amounts, at Buyer’s option, may be withheld from the proceeds remitted by Buyer to Seller pursuant to any Transaction hereunder;

(xxii)Requirements of Law. Buyer shall not have determined in good faith that the introduction of or a change in any Requirement of Law or in the interpretation or administration of any Requirement of Law applicable to Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Buyer to enter into Transactions hereunder;

(xxiii)No Material Adverse Change. None of the following shall have occurred and be continuing:

(A)an event or events shall have occurred in the good faith determination of Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by securities or an event or events shall have occurred resulting in Buyer not being able to finance Mortgage Loans through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or

(B)an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by Mortgage Loans or an event or events shall have occurred resulting in Buyer not being able to sell securities backed by Mortgage Loans at prices which would have been reasonable prior to such event or events; or

(C)there shall have occurred a material adverse change in the financial condition of Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of Buyer to fund its obligations under this Agreement; or

(D)there shall have occurred (i) a material change in financial markets, a material outbreak or escalation of hostilities or a material change in national or international political, financial or economic conditions; (ii) a general suspension of trading on major stock exchanges; or (iii) a disruption in or moratorium on commercial banking activities or securities settlement services;

(xxiv)Certification. Each Transaction Notice delivered by Seller hereunder shall constitute a certification by Seller that all the conditions set forth in this Section 3(b) (other than clauses (xii) and (xiii)) have been, or will be on the related Purchase Date, satisfied (both as of the date of such notice or request and as of Purchase Date);

(xxv)Repurchase Date. The Repurchase Date for each Transaction shall not be later than the then current Termination Date;

(xxvi)Reserve Account. Evidence that the Reserve Account contains at least the Reserve Account Threshold.

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(xxvii)[Reserved].

(xxviii)Correspondent Seller. With respect to each Correspondent Mortgage Loan, (i) the related Correspondent Seller shall be approved by Buyer on or prior to the Purchase Date, (ii) Seller shall not have received notice from Buyer that such Correspondent Seller is no longer approved and (iii) if requested, Buyer has received a Bailee Letter from such Correspondent Seller or its designee.

(xxix)Pooled Mortgage Loans. Prior to giving effect to any Transaction with respect to any Pooled Mortgage Loans, Buyer shall be added as a party to (i) the Intercreditor Agreement and (ii) the Joint Securities Account Control Agreement, in each case, duly executed and delivered by the parties thereto.

(xxx)Other Documents. Such other documents as Buyer may reasonably request, consistent with market practices, in form and substance reasonably acceptable to Buyer.

(xxxi)Security Release Certification. With respect to each Purchased Mortgage Loan that is subject to a security interest (including any precautionary security interest) immediately prior to the Purchase Date, Buyer shall have received a Security Release Certification substantially in form attached hereto as Exhibit H or in such form and substance reasonably approved by the Buyer (a “Security Release Certification”) for such Purchased Mortgage Loan that is duly executed by the related secured party and Seller. If necessary, such secured party shall have filed UCC termination statements in respect of any UCC filings made in respect of such Purchased Mortgage Loan, and each such release and UCC termination statement has been delivered to Buyer prior to each Transaction and to the Custodian as part of the Mortgage File.

(a)Initiation (Transactions other than Wet-Ink Transactions).

(xxxii)Unless otherwise agreed, Seller may request that Buyer enter into a Transaction with respect to any Eligible Mortgage Loans on any Business Day during the period from the Effective Date to and excluding the Termination Date, by delivering to Buyer (x) a Transaction Notice, with a copy to the Custodian, which Transaction notice must be received by Buyer prior to 2:00 p.m. (New York City time) on the requested Purchase Date, and (y) an Asset Schedule, with a copy to the Custodian, which Asset Schedule must be received by the Buyer prior to 2:00 p.m. (New York City time) one (1) Business Day prior to the related Purchase Date. Delivery of such Transaction Notice shall be deemed a representation and warranty that Seller has no actual knowledge of any material information concerning such Eligible Mortgage Loan which is not reflected in such Asset Schedule or Transaction Notice or other information or otherwise disclosed to Buyer in writing. Buyer shall have the right to review the information set forth on the Transaction Notice and accompanying Asset Schedule proposed to be subject to a Transaction as Buyer determines during normal business hours. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Buyer shall provide written or electronic notice to Seller describing such error and Seller may either (a) give Buyer written or electronic authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as

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required herein. In the event that Seller gives Buyer authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields, Seller shall hold Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided herein.

(xxxiii)Upon Seller’s request to enter into a Transaction pursuant to Section 3(c)(i) and assuming all conditions precedent set forth in this Section 3 and have been met and provided that no Default or Event of Default shall have occurred and be continuing, on the requested Purchase Date, Buyer may, in its sole discretion purchase the Eligible Mortgage Loans included in the related Transaction Notice pursuant to the terms of this Agreement. In connection with entering into such Transaction, the Seller shall remit to Buyer or its designated agent the applicable Haircut Amount and Buyer shall send, or cause to be sent, the Purchase Price and Haircut Amount to the applicable warehouse lender as directed by Seller.

(xxxiv)Each Transaction Notice together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby.

(xxxv)Subject to the terms and conditions of this Agreement, during such period Seller may sell to, repurchase from and resell to Buyer Eligible Mortgage Loans hereunder.

(xxxvi)Seller shall deliver to the Custodian, in accordance with the terms of the Custodial and Disbursement Agreement, the Mortgage File pertaining to each Mortgage Loan to be sold to Buyer hereunder on the requested Purchase Date; provided that with respect to any eMortgage Loan, Seller shall deliver to Custodian each of Buyer’s and Seller’s MERS Org IDs, and shall use MERS eDelivery and the MERS eRegistry to cause (i) the Authoritative Copy of the related eNote to be delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to reflect the MERS Org ID of Buyer, (iii) the Location status of the related eNote to reflect the MERS Org ID of Custodian, (iv) the Delegatee status of the related eNote to reflect the MERS Org ID of Custodian, (v) the Master Servicer Field status of the related eNote to reflect the MERS Org ID of Seller and (vi) the Subservicer Field status of the related eNote to reflect (x) if there is a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, a blank field (individually, the “eNote Delivery Requirement”, and collectively, the “eNote Delivery Requirements”). Upon Buyer’s receipt of the Trust Receipt in accordance with the Custodial and Disbursement Agreement and subject to the provisions of this Section 3, to the extent that Buyer agrees in its sole discretion to fund the related Purchase Price on the Purchase Date, such aggregate Purchase Price for the related Transaction shall then be made available to Seller by Buyer transferring, via wire transfer, in the aggregate amount of such Purchase Prices in funds immediately available in accordance with Section 10(b).

(f)Initiation (Wet-Ink Transactions).

(xxxvii)Seller may request a Wet-Ink Transaction hereunder, on any Business Day during the period from the Effective Date to and excluding the Termination Date, by delivering to Buyer, with a copy to the Custodian, no more than four (4) transmissions, which transmissions shall attach a Transaction Notice and Asset Schedule with respect to the related Mortgage Loans; provided that following delivery of a Disbursement Agent Termination Notice (as defined in the

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Custodial and Disbursement Agreement), Seller may deliver more than four (4) transmissions. The latest transmission must be received by the Buyer no later than 4:30 p.m. (New York City time), on such Purchase Date. Such Transaction Notice shall specify the requested Purchase Date. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Buyer shall provide written or electronic notice to Seller describing such error and Seller may either (a) give Buyer written or electronic authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields or (b) correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein. In the event that Seller gives Buyer authority to correct the computer data, reformat the Asset Schedule or properly align the computer fields, Seller shall hold Buyer harmless for such correction, reformatting or realigning, as applicable, except as otherwise expressly provided herein.

(xxxviii)Seller shall deliver (or cause to be delivered) and release to the Custodian the Mortgage File pertaining to such Wet-Ink Mortgage Loans on the next Business Day following receipt of such Mortgage File by Seller, but in any event no later than the Wet-Ink Mortgage Loan Document Receipt Date in accordance with the terms and conditions of the Custodial and Disbursement Agreement. On the applicable Purchase Date and on each Business Day following the applicable Purchase Date, no later than 5:00 p.m. (New York City time), pursuant to the Custodial and Disbursement Agreement, the Custodian shall deliver to Buyer a schedule listing each Wet-Ink Mortgage Loan with respect to which the complete Mortgage File has not been received by the Custodian (the “Wet-Aged Report”). Buyer may confirm that the information in the Wet-Aged Report is consistent with the information provided to the Buyer pursuant to Section 3(d)(i).

(xxxix)Upon the Seller’s request for a Transaction pursuant to Section 3(d)(i), the Buyer may, upon satisfaction of all conditions precedent set forth in Sections 3(a) and 3(b) hereof, and provided that no Default or Event of Default shall have occurred and be continuing, enter into a Transaction with Seller on the requested Purchase Date, in the amount so requested.

(xl)Upon notice from the Closing Agent to Seller that a Wet-Ink Mortgage Loan was not originated, such Wet-Ink Mortgage Loan shall be removed from the list of Eligible Mortgage Loans, and the Closing Agent shall return the funds via wire transfer directly to the Settlement Account of Buyer within twenty-four (24) hours. The Seller shall notify Buyer in writing if a Wet-Ink Mortgage Loan was not originated and has been removed from the list of Eligible Mortgage Loans. In connection with entering into such Transaction, the Seller shall remit to Buyer or its designated agent the applicable Haircut Amount and Buyer shall send, or cause to be sent, the Purchase Price and Haircut Amount to the Closing Agent as directed by Seller.

Section 4.Repurchases.

(a)Seller shall repurchase the related Purchased Mortgage Loans from Buyer without penalty or premium on each related Repurchase Date. On the Repurchase Date for any Transaction, termination of such Transaction will be effected by reassignment to Seller or its designee of the Purchased Mortgage Loans subject to such Transaction against the simultaneous transfer of the Repurchase Price (excluding

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the amounts identified in clause (B) of the definition of Repurchase Price, which, for the avoidance of doubt, shall be paid on the next succeeding Price Differential Payment Date) to the Settlement Account of Buyer. Buyer shall instruct the Custodian to release the Mortgage Files with respect to each repurchased Purchased Mortgage Loan to Seller or its designee at Seller's expense on the related Repurchase Date, and in the case of a repurchased Purchased Mortgage Loan that is an eMortgage Loan, Buyer shall initiate a Transfer of Location and update to Delegatee status with respect thereto as may be directed by Seller.

(b)So long as no Default or Event of Default has occurred and is continuing, Seller may effect a repurchase in connection with the sale or disposition of Purchased Mortgage Loans to a Take-out Investor or other applicable buyer; provided that Seller shall not be permitted to repurchase any Purchased Mortgage Loan if the release of such Purchased Mortgage Loan would result in a Margin Deficit unless such Margin Deficit is simultaneously cured by Seller in connection with such repurchase by payment by Seller. If Seller intends to make such a repurchase, by no later than 5:00 p.m. (New York City time) on the desired Repurchase Date, Seller shall cause the Take-out Investor or other applicable buyer to (i) provide Buyer with a purchase advice notice identifying the Purchased Mortgage Loan(s) being repurchased and the related take-out price(s), and (ii) make payment directly to the Settlement Account of Buyer in an amount equal to the aggregate net proceeds to be received by Seller in connection with the related sale. Buyer shall promptly apply such funds to the Repurchase Price of the related Purchased Mortgage Loans and shall promptly remit any excess to Seller; provided, that Buyer shall have no obligation to apply payments in the event that it is unable to identify the Purchased Mortgage Loans to which such payments correspond, in which case Buyer shall promptly notify Seller that it is unable to identify such Purchased Mortgage Loan.

(c)Without limiting Buyer’s rights and remedies under Section 7 hereof or otherwise, if at any time there has occurred a Purchased Mortgage Loan Issue with respect to any Purchased Mortgage Loan, Buyer may, at its option, by written notice to Seller (as such notice is more particularly set forth below, a “Repurchase Notice”), require Seller or its designee to repurchase such Purchased Mortgage Loan by remitting the related Repurchase Price (excluding the amounts identified in clause (B) of the definition of Repurchase Price, which, for the avoidance of doubt, shall be paid on the next succeeding Price Differential Payment Date) to the Settlement Account of Buyer as soon as is practicable but, in any case, not more than two (2) Business Days after Buyer has delivered such Repurchase Notice to Seller.

(d)Buyer’s election, in its sole and absolute discretion, not to send a Repurchase Notice at any time a Purchased Mortgage Loan is no longer an Eligible Mortgage Loan shall not in any way limit or impair its right to send a Repurchase Notice at a later time.

(e)The fact that Buyer has conducted or has failed to conduct any partial or complete due diligence investigation in connection with its purchase of any Purchased Mortgage Loan shall not affect Buyer’s right to demand repurchase or any other remedy as permitted under this Agreement.

Section 5.Income Payments; Price Differential.

(f)Income Payments.

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(i)If Income is paid in respect of any Purchased Mortgage Loans during the term of a Transaction, such Income shall be the property of Buyer. Upon the occurrence and during the continuance of an Event of Default, Seller shall, and shall cause the Servicer to deposit such Income on receipt into the account set forth in Section 10(a) hereof.

(ii)Notwithstanding any provision to the contrary in this Section 5, within 48 hours of receipt by Seller or Servicer of any prepayment of principal in full, with respect to a Purchased Mortgage Loan, Seller shall or shall cause Servicer to remit such amount directly to the Settlement Account of Buyer and Buyer shall immediately apply any such amount received to reduce the amount of the Repurchase Price due upon termination of the related Transaction and shall promptly remit any excess to Seller; provided, that Buyer shall have no obligation to apply payments in the event that it is unable to identify the Purchased Mortgage Loans to which such payments correspond, in which case Buyer shall promptly notify Seller that it is unable to identify such Purchased Mortgage Loan.

(iii)Notwithstanding the preceding provisions, if an Event of Default has occurred and is continuing, all funds received by Buyer pursuant to this Section 5 shall be applied to reduce the Obligations as determined by Buyer in its sole discretion.

(g)Price Differential.

(i)On each Business Day that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential for each Price Differential Collection Period shall be settled in cash on the following Price Differential Payment Date. Two (2) Business Days prior to the Price Differential Payment Date, Buyer shall give Seller electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller shall pay to Buyer the Price Differential, if any, for such Price Differential Payment Date (along with any other amounts then due from Seller under this Agreement or any other Facility Document), by wire transfer in immediately available funds.

(ii)If Seller fails to pay all or part of the Price Differential by 6:00 p.m. (New York City time) on the related Price Differential Payment Date, with respect to any Purchased Mortgage Loans, Seller shall be obligated to pay to Buyer (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Post-Default Rate until the Price Differential is received in full by Buyer. For the avoidance of doubt, Seller’s obligation to pay any Price Differential to Buyer shall not be deemed to be satisfied (and such Price Differential shall not deemed to be paid to Buyer) until the amount of such Price Differential is actually received by Buyer in the account of Buyer that is referenced in Section 10(a) of this Agreement (and not the Settlement Account or any other account).

Section 6.Requirements of Law.

(a)If any Requirement of Law or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

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(i)    shall subject Buyer to any Tax or increased Tax of any kind whatsoever with respect to this Agreement or any Transaction or change the basis of taxation of payments to Buyer in respect thereof (other than Non-Excluded Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes); or

(i)shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, or other extensions of credit by, or any other acquisition of funds by, any office of Buyer which is not otherwise included in the determination of Term SOFR hereunder;

and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer reasonably deems to be material, of entering, continuing or maintaining any Transaction or to reduce any amount due or owing hereunder in respect thereof, then, in any such case, Seller shall promptly pay Buyer such additional amount or amounts as calculated by Buyer in good faith as will compensate Buyer for such increased cost or reduced amount receivable.

(a)If Buyer shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount reasonably deemed by Buyer to be material, then from time to time, Seller shall promptly pay to Buyer such additional amount or amounts as will compensate Buyer for such reduction.

(b)If Buyer becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify Seller of the event by reason of which it has become so entitled.

Section 7.Margin Maintenance.

(a)If at any time the Aggregate Facility Purchase Price is greater than the aggregate Asset Value of all Purchased Mortgage Loans subject to Transactions (the positive amount of such difference, a “Margin Deficit”), and such Margin Deficit is greater than the Minimum Margin Threshold, then Buyer may by written notice to Seller (as such notice is more particularly set forth below, a “Margin Call”), require Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such amount, a “Margin Payment”); provided, that, notwithstanding the foregoing, Buyer may determine the Asset Value and any related Margin Deficit on an individual loan basis for any Purchased Mortgage Loan, in which event it shall, upon receipt, apply all amounts received with respect to any individual Purchased Mortgage Loans against the Purchase Price thereof.

(b)If Buyer delivers a Margin Call to Seller on or prior to 10:00 a.m. (New York City time) on any Business Day, then Seller shall transfer the Margin Payment to Buyer or its designee no later than 5:30 p.m. (New York City time) on such

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Business Day. In the event Buyer delivers a Margin Call to Seller after 10:00 a.m. (New York City time) on any Business Day, Seller shall be required to transfer the Margin Payment no later than 2:00 p.m. (New York City time) on the following Business Day.

(c)Seller shall transfer any Margin Payment to the account of Buyer that is referenced in Section 10(a) of this Agreement.

(d)In the event that a Margin Deficit exists with respect to any Purchased Mortgage Loans, Buyer may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) shall be held by Buyer against the related Margin Deficit and (ii) may be applied by Buyer against the Repurchase Price of any Purchased Mortgage Loan for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 7.

(e)The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions of this Agreement or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller.

Section 8.Taxes.

(c)Any and all payments by Seller under or in respect of this Agreement or any other Facility Documents to which Seller is a party shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto, whether now or hereafter imposed, levied, collected, withheld or assessed by any taxation authority or other Governmental Authority (collectively, “Taxes”), unless required by law. If Seller shall be required under any applicable Requirement of Law to deduct or withhold any Taxes from or in respect of any sum payable under or in respect of this Agreement or any of the other Facility Documents to Buyer, (i) Seller shall make all such deductions and withholdings in respect of Taxes, (ii) Seller shall pay the full amount deducted or withheld in respect of Taxes to the relevant taxation authority or other Governmental Authority in accordance with any applicable Requirement of Law, and (iii) the sum payable by Seller shall be increased as may be necessary so that after Seller has made all required deductions and withholdings (including deductions and withholdings applicable to additional amounts payable under this Section 8) Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made in respect of Non-Excluded Taxes. For purposes of this Agreement (i) the term “Non-Excluded Taxes” are (a) Taxes other than Excluded Taxes and (b) to the extent not otherwise described in (a), Other Taxes, and (ii) the term “Excluded Taxes” are, in the case of Buyer, (a) Taxes that are imposed on its overall net income (and franchise taxes and branch profits taxes imposed in lieu thereof) by the jurisdiction under the laws of which Buyer is organized or of its applicable lending office, or any political subdivision thereof, or that are Taxes imposed as a result of a present or former connection between the Buyer and the jurisdiction imposing such Tax unless such Taxes are imposed as a result of Buyer having executed, delivered or performed its obligations or received payments under, or enforced, this Agreement or any of the other Facility Documents

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(in which case such Taxes will be treated as Non-Excluded Taxes), (b) Taxes imposed on amounts payable to or for the account of Buyer with respect to an applicable interest in a Facility Document pursuant to a law in effect on the date on which Buyer acquires such interest in a Facility Document other than amounts with respect to such Taxes that were payable to such Buyer's assignor immediately before such Buyer became a party hereto, (c) Taxes attributable to a Buyer’s failure to provide Seller with the appropriate form, certificate or other document described in subsection (e) of this Section 8, and (d) any withholding Taxes imposed under FATCA.

(d)In addition, Seller hereby agrees to pay any present or future stamp, recording, documentary, excise, property or value-added taxes, or similar taxes, charges or levies that arise from any payment made under or in respect of this Agreement or any other Facility Document or from the execution, delivery or registration of, any performance under, or otherwise with respect to, this Agreement or any other Facility Document (collectively, “Other Taxes”).

(e)Seller hereby agrees to indemnify Buyer for, and to hold it harmless against, the full amount of Non-Excluded Taxes, and the full amount of Non-Excluded Taxes imposed on amounts payable by Seller under this Section 8 imposed on or paid by Buyer and any liability (including penalties, additions to tax, interest and reasonable expenses) arising therefrom or with respect thereto. The indemnity by Seller provided for in this Section 8(c) shall apply and be made whether or not the Non-Excluded Taxes for which indemnification hereunder is sought have been correctly or legally imposed or asserted. Amounts payable by Seller under the indemnity set forth in this Section 8(c) shall be paid within ten (10) days from the date on which Buyer makes written demand therefor.

(f)Within thirty (30) days after the date of any payment of Taxes, Seller (or any Person making such payment on behalf of Seller) shall furnish to Buyer for its own account a certified copy of the official receipt evidencing payment thereof.

(g)For purposes of subsection (e) of this Section 8, the terms “United States” and “United States person” shall have the meanings specified in section 7701 of the Code. Each Buyer (including for avoidance of doubt any assignee, successor or participant) shall deliver or cause to be delivered to Seller the following properly completed and duly executed documents:

(i)in the case of a Buyer that is not a United States person, or is a foreign disregarded entity for U.S. federal income tax purposes that is entitled to provide such form, a complete and executed copy of (x) U.S. Internal Revenue Form W-8BEN or U.S. Internal Revenue Form W-8BEN-E in which Buyer claims the benefits of a tax treaty with the United States, if applicable, providing for a zero or reduced rate of withholding (or any successor forms thereto), including all appropriate attachments or (y) a U.S. Internal Revenue Service Form W-8ECI (or any successor forms thereto); or

(ii)in the case of an individual, (x) a complete and executed copy of U.S. Internal Revenue Service Form W-8BEN (or any successor forms thereto) and, if applicable, a certificate substantially in the form of Exhibit D (a “Section 8 Certificate”) or (y) a complete and executed copy of U.S. Internal Revenue Service Form W-9 (or any successor forms thereto); or

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(iii)in the case of a Buyer that is organized under the laws of the United States, any State thereof, or the District of Columbia, a complete and executed copy of U.S. Internal Revenue Service Form W-9 (or any successor forms thereto), including all appropriate attachments; or

(iv)in the case of a Buyer that (x) is not organized under the laws of the United States, any State thereof, or the District of Columbia and (y) is treated as a corporation for U.S. federal income tax purposes, a complete and executed copy of U.S. Internal Revenue Service Form W-8BEN-E (or any successor forms thereto) and, if applicable, a Section 8 Certificate; or

(v)in the case of a Buyer that (A) is treated as a partnership or other non-corporate entity, and (B) is not organized under the laws of the United States, any State thereof, or the District of Columbia, (x)(i) a complete and executed copy of U.S. Internal Revenue Service Form W-8IMY (or any successor forms thereto) (including all required documents and attachments) and (ii) if applicable, a Section 8 Certificate, and (y) without duplication, with respect to each of its beneficial owners and the beneficial owners of such beneficial owners looking through chains of owners to individuals or entities that are treated as corporations for U.S. federal income tax purposes (all such owners, “beneficial owners”), the documents that would be provided by each such beneficial owner pursuant to this Section if such beneficial owner were Buyer;

(vi)in the case of a Buyer that is disregarded from its sole beneficial owner for U.S. federal income tax purposes, the document that would be provided by its beneficial owner pursuant to this Section if such beneficial owner were Buyer; or

(vii)in the case of a Buyer that (A) is not a United States person and (B) is acting in the capacity as an “intermediary” (as defined in U.S. Treasury Regulations), (x)(i) a copy of U.S. Internal Revenue Service Form W-8IMY (or any successor form thereto) (including all required documents and attachments) and (ii) if applicable, a Section 8 Certificate, and (y) if the intermediary is a “non-qualified intermediary” (as defined in U.S. Treasury Regulations), from each person upon whose behalf the “non-qualified intermediary” is acting the documents that would be provided by each such person pursuant to this Section if each such person were Buyer; or

(viii)if a payment made to Buyer under any Facility Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Buyer were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Buyer shall deliver to the Seller at the time or times prescribed by law and at such time or times reasonably requested by Seller such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Seller as may be necessary for Seller to comply with its obligations under FATCA and to determine that such Buyer has complied with its obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (e)(viii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

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(b)Should a Buyer become subject to Non-Excluded Taxes because of its failure to deliver a form, certificate or other document required hereunder, Seller shall take such steps as Buyer shall reasonably request and at such Buyer’s sole cost and expense, to assist Buyer in recovering such Non-Excluded Taxes.

(c)If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section (including by the payment of additional amounts pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(d)Without prejudice to the survival of any other agreement of Seller hereunder, the agreements and obligations of Seller contained in this Section 8 shall survive the termination of this Agreement. Nothing contained in this Section 8 shall require Buyer to make available any of its tax returns or any other information that it deems to be confidential or proprietary.

Section 9.Security Interest; Buyer’s Appointment as Attorney-in-Fact.

(h)Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys to Buyer all right, title and interest in the Purchased Mortgage Loans listed on the related Asset Schedule to the extent of its rights therein, although the parties intend that all Transactions hereunder be sales and purchases and not loans (in each case, other than for accounting and tax purposes), in the event any such Transactions are deemed to be loans, and in any event, Seller, to the extent of its rights therein, hereby pledges to Buyer as security for the performance of the Obligations and hereby grants, assigns and pledges to Buyer a first priority security interest in Seller’s rights, title and interest in:

(i)the Purchased Mortgage Loans, the Records related to the Purchased Mortgage Loans, all Servicing Rights related to the Purchased Mortgage Loans, all Agency Securities related to Pooled Mortgage Loans that are Purchased Mortgage Loans or right to receive any such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments related to such Purchased Mortgage Loans, any Property relating to any

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Purchased Mortgage Loan or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts (if any) and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Mortgage Loan, Interest Rate Protection Agreements related to such Purchased Mortgage Loans, the Reserve Account and all amounts deposited therein, each Servicing Agreement and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loans and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans and any proceeds and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created in each case excluding any Take-out Commitments and Interest Rate Protection Agreements to the extent Seller may not, pursuant to the provisions thereof, assign or transfer, or pledge or grant a security interest in, such Take-out Commitments or Interest Rate Protection Agreements without the consent of, or without violating its obligations to, the related Take-out Investor or counterparty to such Interest Rate Protection Agreement, but only to the extent such provisions are not rendered ineffective against the Buyer under Article 9, Part 4 of the Uniform Commercial Code (collectively, the “Repurchase Assets”).

(ii)The foregoing paragraph (i) is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the Bankruptcy Code.

(b)Servicing Rights. Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a first priority security interest in the Servicing Rights and proceeds related thereto and all of its contractual rights under the Servicing Agreement in respect of the servicing thereunder and in all instances, whether now owned or hereafter acquired, now existing or hereafter created, including all of Servicing Rights related to the Purchased Mortgage Loans. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.

(c)Financing Statements. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets as Buyer, at its option, may deem reasonable and appropriate to protect Buyer’s interest therein. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 9.

(d)Buyer’s Appointment as Attorney in Fact. Seller hereby irrevocably constitutes and appoints Buyer and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Seller and in the name of Seller or in its own name, from time to time in Buyer’s discretion, for the purpose, following the occurrence of

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an Event of Default, of carrying out the terms of this Agreement and to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Agreement, in each case, subject to the terms of this Agreement. Without limiting the generality of the foregoing, Seller hereby gives Buyer the power and right, on behalf of Seller without assent by, Seller if an Event of Default shall have occurred and be continuing, to do the following:

(iii)in the name of Seller or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any Repurchase Assets and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Buyer for the purpose of collecting any and all such moneys due with respect to any Repurchase Assets whenever payable;

(iv)to pay or discharge taxes and Liens levied or placed on or threatened against the Repurchase Assets; and

(v) (A) to direct any party liable for any payment under any Repurchase Assets to make payment of any and all moneys due or to become due thereunder directly to Buyer or as Buyer shall direct, including, without limitation, any payment agent with respect to any Repurchase Asset; (B) to send “goodbye” letters on behalf of Seller and Servicer and Section 404 Notices; (C) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Repurchase Assets; (D) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Repurchase Assets; (E) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Repurchase Assets or any proceeds thereof and to enforce any other right in respect of any Repurchase Assets; (F) to defend any suit, action or proceeding brought against Seller with respect to any Repurchase Assets; (G) to settle, compromise or adjust any suit, action or proceeding described in clause (F) above and, in connection therewith, to give such discharges or releases as Buyer may deem appropriate and (H) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Repurchase Assets as fully and completely as though Buyer were the absolute owner thereof for all purposes, and to do, at Buyer’s option and Seller’s expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Repurchase Assets and Buyer’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as Seller might do.

Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. In addition to the foregoing, Seller agrees to execute a Power of Attorney, the form of Exhibit F hereto, to be delivered on the date hereof. Seller and Buyer acknowledge that the Power of Attorney shall terminate on the Termination Date and satisfaction in full of the Obligations.

Seller also authorizes Buyer, if an Event of Default shall have occurred and is continuing, to execute, in connection with any sale provided for in Section 16 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Repurchase Assets.

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The powers conferred on Buyer hereunder are solely to protect Buyer’s interests in the Repurchase Assets and shall not impose any duty upon it to exercise any such powers. Buyer shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Seller for any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct.

Section 10.Payment, Transfer and Remittance.

(a)Payments and Transfers of Funds. Unless otherwise mutually agreed in writing, all transfers of funds to be made by Seller hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to Buyer at the following account maintained by Buyer: [****], not later than 3:00 p.m. New York City time, on the date on which such payment shall become due (and each such payment made after such time shall be deemed to have been made on the next succeeding Business Day). Seller acknowledges that it has no rights of withdrawal from the foregoing account.

(b)Remittance of Purchase Price. On the Purchase Date for each Transaction, ownership of the Purchased Mortgage Loans shall be transferred to Buyer or its designee against the simultaneous transfer of the Purchase Price to the account (or accounts) designated by Seller to Buyer simultaneously with the delivery to Buyer of the Purchased Mortgage Loans relating to such Transaction.

Section 11.Hypothecation or Pledge of Purchased Mortgage Loans. Title to all Purchased Mortgage Loans and Repurchase Assets shall pass to Buyer and Buyer shall have free and unrestricted use of all Purchased Mortgage Loans and Repurchase Assets, subject to the terms of this Agreement. Buyer may engage in repurchase transactions with the Purchased Mortgage Loans or Repurchase Assets or otherwise engage in pledging, repledging, transferring, hypothecating, or rehypothecating the Purchased Mortgage Loans or Repurchase Assets, with the written consent of Seller; provided, however that if Buyer engages in repurchase transactions with the Purchased Mortgage Loans or Repurchase Assets or otherwise engages in pledging, repledging, transferring, hypothecating, or rehypothecating the Purchased Mortgage Loans or Repurchase Assets with an Affiliate of Buyer, no such consent of Seller shall be required. Nothing contained in this Agreement shall obligate Buyer to segregate any Purchased Mortgage Loans or Repurchase Assets delivered to Buyer by Seller.

Section 12.Fees. Seller shall pay to Buyer in immediately available funds, all amounts due and owing as set forth in Section 2 of the Pricing Side Letter.

Section 13.Representations. Seller represents and warrants to Buyer that as of the Purchase Date of any Purchased Mortgage Loans by Buyer from Seller and as of the date of this Agreement and any Transaction hereunder and at all times while this Agreement and any Transaction hereunder is in full force and effect:

(c)Acting as Principal. Seller will engage in such Transactions as principal (or, if agreed in writing in advance of any Transaction by the other party hereto, as agent for a disclosed principal).

(d)Intellectual Property. Seller owns, or is licensed to use, all Intellectual Property necessary to conduct its business as currently conducted except for such Intellectual Property the failure of which to own or license would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. To the knowledge of Seller, (a) the conduct and operations of the businesses of Seller

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does not infringe, misappropriate, dilute or violate any Intellectual Property owned by any other Person and (b) no other Person has contested any right, title or interest of Seller in, or relating to, any Intellectual Property, other than, in each case, as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(e)Solvency. Neither the Facility Documents nor any Transaction thereunder are entered into in contemplation of insolvency or with intent to hinder, delay or defraud any of Seller’s creditors. The transfer of the Purchased Mortgage Loans subject hereto is not undertaken with the intent to hinder, delay or defraud any of Seller’s creditors. Seller is not insolvent within the meaning of 11 U.S.C. Section 101(32) and the transfer and sale of the Purchased Mortgage Loans pursuant hereto (i) will not cause Seller to become insolvent, (ii) will not result in any property remaining with Seller to be unreasonably small capital with which to engage in its business, and (iii) will not result in debts that would be beyond Seller’s ability to pay as same mature. Seller received reasonably equivalent value in exchange for the transfer and sale of the Purchased Mortgage Loans subject hereto.

(f)No Broker. Seller has not dealt with any broker, investment banker, agent, or other person, except for Buyer, who may be entitled to any commission or compensation in connection with the sale of Purchased Mortgage Loans pursuant to this Agreement.

(g)Ability to Perform. Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in the Facility Documents to which it is a party on its part to be performed.

(h)Existence. Seller (a) is a corporation, limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable; (b) has the power and authority and all governmental licenses, authorizations, permits, consents and approvals to (i) own its assets and carry on its business as now being or as proposed to be conducted, except where the lack of such licenses, authorizations, permits, consents and approvals would not be reasonably likely to have a Material Adverse Effect and (ii) execute, deliver, and perform its obligations under the Facility Documents to which it is a party; (c) is duly qualified as a foreign corporation, limited liability company or limited partnership, as applicable, and licensed and in good standing, under the laws of each jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except where failure to so qualify would not be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect; and (d) is in compliance with all Requirements of Law, except where failure to so comply would not be reasonably likely to have a Material Adverse Effect.

(i)Environmental Matters. Seller is and has been in compliance with all applicable Environmental Laws, including obtaining and maintaining all Permits required by any applicable Environmental Law, except where failure so to comply would not be reasonably likely to have a Material Adverse Effect.

(j)No Breach. Neither (a) the execution and delivery of the Facility Documents nor (b) the consummation of the transactions therein contemplated to be entered into by Seller in compliance with the terms and provisions thereof will conflict with or result in (i) a breach of the organizational documents of Seller, or (ii) a breach of any applicable law, rule or regulation, or (iii) a breach of any order, writ, injunction or decree of any Governmental Authority, or (iv) a breach of or default

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under other material agreement or instrument to which Seller is a party or by which Seller or any of its Property is bound or to which Seller is subject, or (v) the creation or imposition of any Lien (except for the Liens created pursuant to the Facility Documents) upon any Property of Seller pursuant to the terms of any such agreement or instrument.

(k)Action. Seller has all necessary corporate or other power, authority and legal right to execute, deliver and perform its obligations under each of the Facility Documents to which it is a party; the execution, delivery and performance by Seller of each of the Facility Documents to which it is a party have been duly authorized by all necessary corporate or other action on its part; and each Facility Document to which it is a party has been duly and validly executed and delivered by Seller.

(l)Approvals. No authorizations, approvals, exemptions or consents of, and no filings or registrations with, any Governmental Authority or any securities exchange are necessary for the execution, delivery or performance by Seller of the Facility Documents to which it is a party or for the legality, validity or enforceability thereof, except for filings and recordings in respect of the Liens created pursuant to the Facility Documents.

(m)Enforceability. This Agreement and all of the other Facility Documents executed and delivered by Seller in connection herewith are legal, valid and binding obligations of Seller, are enforceable against Seller, in accordance with their terms except as such enforceability may be limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity.

(n)Indebtedness. As of the Closing Date, Seller’s Indebtedness is as set forth on Schedule 3.

(o)Labor Relations. There are no strikes, work stoppages, slowdowns or lockouts existing, pending (or, to the knowledge of Seller or its Subsidiaries, threatened) against or involving Seller, except for those that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. There is (a) no collective bargaining or similar agreement with any union, labor organization, works council or similar representative covering any employee of Seller, (b) no petition for certification or election of any such representative is existing or pending with respect to any employee of Seller and (c) no such representative has sought certification or recognition with respect to any employee of Seller.

(p)No Default. No Default or Event of Default has occurred and is continuing.

(q)Litigation. There are no actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or, to the knowledge of Seller. threatened) or other legal or arbitrable proceedings affecting Seller or affecting any of the Property of any of them before any Governmental Authority that (i) questions or challenges the validity or enforceability of any of the Facility Documents or any action to be taken in connection with the transactions contemplated hereby, (ii) makes a claim in an aggregate amount greater than $[xxxx] in the case of Seller, or (iii) which, individually or in the aggregate, if not cured or if adversely determined, could be reasonably likely to have a Material Adverse Effect or constitute an Event of Default.

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(r)Margin Regulations. The use of all funds acquired by Seller under this Agreement will not conflict with or contravene any of Regulations T, U or X promulgated by the Board of Governors of the Federal Reserve System as the same may from time to time be amended, supplemented or otherwise modified.

(s)Taxes. Seller has timely filed all federal income tax returns and all other material tax returns that are required to be filed by it and has timely paid all federal income Taxes and all other material amounts of Taxes, in each case, prior to becoming delinquent, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided. There are no Liens for Taxes, except for statutory Liens for Taxes not yet due and payable.

(t)Investment Company Act. Neither Seller nor any of its Subsidiaries is an “investment company”, or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

(u)Purchased Mortgage Loans.

(i)Seller has not assigned, pledged, or otherwise conveyed or encumbered any Purchased Mortgage Loan to any Person other than Buyer, except for Liens to be released simultaneously with the sale to Buyer hereunder.

(ii)Immediately prior to the sale of a Purchased Mortgage Loan to Buyer, Seller was the sole owner of such Purchased Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder.

(iii)The provisions of this Agreement are effective to either constitute a sale of the Purchased Mortgage Loans to Buyer or to create in favor of Buyer a valid security interest in all right, title and interest of Seller in, to and under any Repurchase Assets owned by Seller.

(v)Chief Executive Office/Jurisdiction of Organization. On the Effective Date, Seller’s chief executive office, is, and has been located at 26642 Towne Centre Drive, Foothill Ranch, California 92610]. On the Effective Date, Seller’s jurisdiction of organization is Delaware.

(w)Location of Books and Records. The location where Seller keeps its books and records, including all computer tapes and records related to the Repurchase Assets is its chief executive office.

(x)True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of Seller to Buyer in connection with the negotiation, preparation or delivery of this Agreement and the other Facility Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by or on behalf of Seller to Buyer in connection with this Agreement and the other Facility Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no

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fact known to a Responsible Officer of Seller, after due inquiry, that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Facility Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to Buyer for use in connection with the transactions contemplated hereby or thereby.

(y)ERISA.

(i)During the immediately preceding five (5) year period, (x) each Plan has complied in all material respects with the applicable provisions of the Code and ERISA, (y) Seller and any ERISA Affiliate thereof has complied with its minimum funding requirements with respect to each Plan and Multiemployer Plan and (z) no Event of ERISA Termination has occurred resulting in any liability other than as would not reasonably be expected to have a Material Adverse Effect.

(ii)Seller is not currently and does not reasonably expect to be subject to any liability for a complete or partial withdrawal from a Multiemployer Plan.

(iii)Seller provides medical or health benefits to former employees as required by the Consolidated Omnibus Budget Reconciliation Act, as amended, or similar state or local law (collectively, “COBRA”) at no cost to the employer.

(iv)Neither Seller nor any ERISA Affiliate of the Seller thereof has incurred a tax liability under Chapter 43 of the Code or a penalty under Section 502(i) of ERISA which has not been paid in full, except where the incurrence of such tax or penalty would not result in a Material Adverse Effect.

(v)The execution and delivery of, and performance under, the Facility Documents (including, without limitation, the Buyer’s exercise of its rights and remedies under the Facility Documents) will not constitute or otherwise result in a nonexempt “prohibited transaction” (as defined in Section 406 of ERISA and Section 4975 of the Code).

(z)Material Adverse Effect. Since the date set forth in the most recent financial statements supplied to Buyer, there has been no development or event nor, to Seller’s knowledge, any prospective development or event, which has had or could reasonably be expected to have a Material Adverse Effect.

(aa)No Reliance. Seller has made its own independent decisions to enter into the Facility Documents and each Transaction and as to whether such Transaction is appropriate and proper for it based upon its own judgment and upon advice from such advisors (including without limitation, legal counsel and accountants) as it has deemed necessary. Seller is not relying upon any advice from Buyer as to any aspect of the Transactions, including without limitation, the legal, accounting or tax treatment of such Transactions.

(ab)Plan Assets. Seller is not an employee benefit plan as defined in Section 3(3) of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code, or an entity deemed to hold “plan assets” within the meaning of 29 CFR §2510.3-101, as modified by Section 3(42) of ERISA, and Seller is not acting on behalf of any of the foregoing. Seller is not subject to any state or local statute regulating investments of, or fiduciary obligations with respect to governmental plans within the meaning of Section 3(32) of ERISA, and the Purchased Mortgage Loans

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are not “plan assets” within the meaning of 29 CFR §2510.3-101, as modified by Section 3(42) of ERISA.

(ac)Anti-Money Laundering Laws. Seller and each Subsidiary of Seller is in compliance with all U.S. laws related to terrorism or money laundering (“Anti-Money Laundering Laws”) including: (i) all applicable requirements of the Currency and Foreign Transactions Reporting Act of 1970 (31 U.S.C. 5311 et. seq., (the Bank Secrecy Act)), as amended by Title III of the USA Patriot Act, (ii) the Trading with the Enemy Act, (iii) Executive Order, any other enabling legislation, executive order or regulations issued pursuant or relating thereto and (iv) other applicable federal or state laws relating to “know your customer” or anti-money laundering rules and regulations. No action, suit or proceeding by or before any court or Governmental Authority with respect to compliance with such Anti-Money Laundering Laws is pending or threatened to the knowledge of Seller and each Subsidiary of Seller.

(ad)Sanctions. Seller and each Subsidiary of Seller is in compliance in all material respects with all U.S. economic sanctions laws, the Executive Order, any other executive orders and implementing regulations (“Sanctions”) as administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) and the U.S. State Department. None of Seller nor any Subsidiary of Seller (i) is a Person on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”), (ii) is a person who is otherwise the target of U.S. economic sanctions laws such that a U.S. person cannot deal or otherwise engage in business transactions with such person, (iii) is a Person organized or resident in a country or territory subject to comprehensive Sanctions (a “Sanctioned Country”), or (iv) is owned or controlled by (including by virtue of such Person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any Person on the SDN List or a government of a Sanctioned Country such that the entry into, or performance under, this Agreement or any other Facility Document would be prohibited by U.S. law. Seller and each Subsidiary of Seller has instituted and will continue to maintain policies and procedures designed to ensure compliance by Seller, its Subsidiaries and their respective directors, officers, employees and agents with Sanctions, Anti-Money Laundering Laws and Anti-Corruption Laws.

(ae)FCPA. Seller, and each Subsidiary of Seller is in compliance in all material respects with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”) and the U.K. Bribery Act 2010 (“Anti-Corruption Laws”). None of Seller nor any Subsidiary of Seller, nor to the knowledge of Seller, any director, officer, agent, employee, or other person acting on behalf of Seller or any Subsidiary of Seller, has taken any action, directly or indirectly, that would result in a violation of applicable Anti-Corruption Laws.

(af)Brokers’ Fees; Transaction Fees. Seller has not dealt with any broker, investment banker, agent, or other person, except for Buyer, who may be entitled to any commission or compensation in connection with the sale of Purchased Mortgage Loans pursuant to this Agreement; provided, that if Seller has dealt with any broker, investment banker, agent, or other person, except for Buyer, who may be entitled to any commission or compensation in connection with the sale of Purchased Mortgage Loans pursuant to this Agreement, such commission or compensation shall have been paid in full by Seller.

(ag)[Reserved].

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(ah)Agency Approvals. To the extent required by applicable law and/or necessary to issue an Agency Security, Seller and Servicer is (i) an FHA Approved Mortgagee, (ii) a VA Approved Lender, (iii) approved by Ginnie Mae as an approved issuer, (iv) approved by Fannie Mae as an approved lender, (v) approved by Freddie Mac as an approved seller/servicer, and (vi) approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act (collectively, the “Agency Approvals”). In each such case, Seller is in good standing and Seller shall maintain all insurance requirements in accordance with the applicable Agency guidelines.

Section 14.Covenants of Seller. On and as of the date of this Agreement and each Purchase Date and on each day until this Agreement is no longer in force, Seller covenants as follows:

(ai)Preservation of Existence; Compliance with Law.

(i)Seller shall preserve and maintain its legal existence;

(ii)Seller shall (A) comply with all Requirements of Law (including, without limitation, all Environmental Laws), the violation of which could reasonably be expected to have a Material Adverse Effect; and (B) shall not engage in any conduct or activity that could reasonably be expected to subject its assets to forfeiture or seizure;

(iii)Seller shall maintain in effect and enforce policies and procedures designed to ensure compliance by Seller and its directors, officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions;

(iv)Neither Seller, nor to the knowledge of Seller, any director, officer, agent, employee, or other person acting on behalf of Seller will request or use the proceeds of Transaction, directly or indirectly, (A) for any payments to any Person, including any government official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, or otherwise take any action, directly or indirectly, that would result in a violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Person on the SDN List or a government of a Sanctioned Country, to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto. Furthermore, Seller will not, directly or indirectly, use the proceeds of the any Transaction, or lend, contribute or otherwise make available such proceeds to any Subsidiary, Affiliate, joint venture partner or other Person, to fund any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person participating in the transaction of any Sanctions;

(v)Seller shall preserve and maintain all material rights, privileges, licenses, franchises, permits or other approvals necessary for Seller to conduct its business and to perform its obligations under the Facility Documents and shall

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conduct its business strictly in accordance with applicable law, the violation of which could reasonably be expected to have a Material Adverse Effect;

(vi)Seller shall keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; and

(vii)Seller shall permit representatives of Buyer, upon reasonable notice (unless an Event of Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, to examine, copy and make extracts of the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Seller and to discuss its regulatory compliance policies and procedures, business and affairs with its designated officers, all to the extent reasonably requested by Buyer.

(aj)Taxes. Seller shall timely file all federal income tax returns and all other material tax returns that are required to be filed by it and shall timely pay all Taxes due on such tax returns, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided.

(ak)Notice of Proceedings or Adverse Change. Seller shall give notice to Buyer immediately after a Responsible Officer of Seller has any knowledge of:

(i)the occurrence of any Default or Event of Default;

(ii)any default or event of default under any Indebtedness of Seller to the extent not waived or deemed not to exist after the application of any applicable waiver or cure period, or non-routine investigation or regulatory action that is pending or, to the knowledge of Seller, threatened against Seller in any federal or state court or before any Governmental Authority, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect;

(iii)any material claim, dispute, litigation, investigation, proceeding or suspension that is pending against Seller before any Governmental Authority; and

(iv)as soon as reasonably possible, notice of any of the following events which, except for any other time period specified below, such notice may be delivered in the next Officer’s Compliance Certificate:

(A)a material and adverse change in the insurance coverage of Seller, with a copy of evidence of same attached;

(B)within five (5) days, any material change in accounting policies or financial reporting practices of Seller, which could reasonably be expected to have a Material Adverse Effect;

(C)the involuntary termination or nonrenewal of any Indebtedness of Seller, or any new Indebtedness of in excess of $[xxxx];

(D)within five (5) days upon receipt of notice or knowledge of any Lien or security interest (other than security interests created hereby or under any other Facility Document) on, or claim asserted against, any of the Repurchase Assets;

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(E)as soon as practicable, but, in any case, no more than two (2) Business Days, after Seller has obtained knowledge of any fact that could reasonably be the basis of any Purchased Mortgage Loan Issue with respect to a Purchased Mortgage Loan, notice identifying the related Purchased Mortgage Loan with respect to which such Purchased Mortgage Loan Issue exists and detailing the cause of such potential Purchased Mortgage Loan Issue;

(F) (1) entering into any settlement with any third party, including, without limitation, a Governmental Authority, or (2) the issuance of a consent order by any Governmental Authority, in which in the case of clauses (1) or (2), the fines, penalties, settlement amounts or any other amounts owed by Seller thereunder exceeds the Litigation $[xxxx];

(G)any litigation or proceeding that is pending or, to the knowledge of Seller, threatened (a) against Seller in which the amount involved exceeds $[xxxx] and is not covered by insurance or (b) which, if adversely determined would reasonably be expected to have a Material Adverse Effect;

(i)promptly, but no later than five (5) Business Days after Seller receives notice of the same, any Purchased Mortgage Loan agreed to be the subject of a Take-out Commitment and delivered to a Take-out Investor (whole loan or securitization) under a Bailee Letter, and which was rejected for purchase by such Take-out Investor; provided, that such notice shall include an explanation as to why such Purchased Mortgage Loan was rejected for purchase by such Take-out Investor; or

(ii)Seller shall furnish to Buyer written notice immediately upon Seller becoming aware of any Control Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan or any eNote Replacement Failure.

(al)Reporting. Seller shall furnish to Buyer the following:

(v)within thirty (30) days after the end of each calendar month, the unaudited balance sheets of Seller as at the end of such calendar month, the related unaudited consolidated statements of income, for such month accompanied by the Officer’s Compliance Certificate (including all specified schedules), executed by a Responsible Officer of Seller or a designee of such Responsible Officer, which certificate shall state that said financial statements and schedules fairly present in all material respects the financial condition and results of operations of Seller, in accordance with GAAP, consistently applied, as at the end of, and for, such month (subject to normal year-end adjustments);

(vi)within one hundred twenty (120) days after the end of the Seller’s fiscal year, the audited balance sheets and the related statements of income for the Seller as at the end of such fiscal year, with such balance sheets and statements of income being audited if required by Buyer but in any event prepared by a certified public accountant in accordance with GAAP, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall have no “going concern” qualification and shall state that said financial statements fairly present the financial condition and results

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of operations of Seller, as at the end of, and for, such fiscal year in accordance with GAAP;

(vii)within five (5) Business Days after any material amendment, modification or supplement has been entered into with respect to any Servicing Agreement, a fully executed copy thereof, certified by Seller to be true, correct and complete;

(viii)weekly, a position report summarizing all Interest Rate Protection Agreements entered into or maintained by Seller;

(ix)within five (5) Business Days following written request of Buyer, a monthly servicing and remittance report of each Servicer with respect to the Purchased Mortgage Loans, in form and substance reasonably acceptable to Buyer.

(am)Visitation and Inspection Rights. Seller shall, permit Buyer to inspect, and to discuss with Seller’s officers, agents and auditors, the affairs, finances, and accounts of Seller, the Repurchase Assets, OFAC sanctions scanning policies and procedures, including information relating to the method and frequency of scanning and the results of specific scans conducted on borrowers, anti-money laundering policies and procedures, and Seller’s books and records, and to make abstracts or reproductions thereof and to duplicate, reduce to hard copy or otherwise use any and all computer or electronically stored information or data, in each case, (i) during normal business hours, (ii) upon reasonable notice (provided, that upon the occurrence of an Event of Default, no notice shall be required), and (iii) at the expense of Seller to discuss with Seller’s officers, its affairs, finances, and accounts.

(an)Reimbursement of Expenses. Subject to Section 20, on the date of execution of this Agreement, Seller shall reimburse Buyer for all expenses (including legal fees) incurred by Buyer on or prior to such date, subject to the Expense Cap. From and after such date, Seller shall promptly reimburse Buyer for all expenses as the same are incurred by Buyer upon receipt of invoices therefor.

(ao)Government Agency Approvals; Servicing. Seller shall maintain, if applicable, its status with Fannie Mae as an approved lender and Freddie Mac as an approved seller/servicer, in each case in good standing. Should Seller, for any reason, cease to possess all such applicable Government Agency approvals to the extent required by any such Government Agency, or should notification of an adverse occurrence to the relevant Government Agency or to the Department of Housing and Urban Development, FHA or VA be required, Seller shall so notify Buyer immediately in writing. Notwithstanding the preceding sentence, Seller shall take all necessary action to maintain all of its applicable Government Agency approvals at all times during the term of this Agreement and each outstanding Transaction. Seller or the Servicer, as applicable, has adequate financial standing, servicing facilities, procedures and experienced personnel necessary for the sound servicing of mortgage loans of the same types as may from time to time constitute Mortgage Loans and in accordance with Accepted Servicing Practices.

(ap)Further Assurances. Seller shall execute and deliver to Buyer all further documents, financing statements, agreements and instruments, and take all further action that may be required under applicable Requirements of Law, or that Buyer may reasonable request, in order to effectuate the transactions contemplated by this Agreement and the Facility Documents or, without limiting any of the foregoing,

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to grant, preserve, protect and perfect the validity and first- priority of the security interests created or intended to be created hereby. Seller shall do all things necessary to preserve the Repurchase Assets so that they remain subject to the first priority perfected security interest hereunder. .

(aq)True and Correct Information. All information, reports, exhibits, schedules, financial statements or certificates of Seller or any of its officers furnished to Buyer hereunder and during Buyer’s diligence of Seller are and will be true and complete in all material respects and will not omit to disclose any material facts necessary to make the statements therein or therein, in light of the circumstances in which they are made, not misleading. All required financial statements, information and reports delivered by Seller to Buyer pursuant to this Agreement shall be prepared in accordance with GAAP, or in connection with Securities and Exchange Commission filings, if any, the appropriate Securities and Exchange Commission accounting requirements.

(ar)ERISA Events.

(viii)Promptly upon becoming aware of the occurrence of any Event of ERISA Termination which together with all other Events of ERISA Termination occurring within the prior twelve (12) months involve a payment of money by or a potential aggregate liability of Seller or any ERISA Affiliate thereof or any combination of such entities in excess of $1,000,000, Seller shall give Buyer a written notice specifying the nature thereof, what action Seller or any ERISA Affiliate thereof has taken and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto.

(ix)Promptly upon receipt thereof, Seller shall furnish to Buyer copies of (i) all notices received by Seller or any ERISA Affiliate thereof of the PBGC’s intent to terminate any Plan or to have a trustee appointed to administer any Plan; (ii) all notices received by Seller or any ERISA Affiliate thereof from the sponsor of a Multiemployer Plan pursuant to Section 4202 of ERISA involving a withdrawal liability in excess of $1,000,000; and (iii) all funding waiver requests filed by Seller or any ERISA Affiliate thereof with the Internal Revenue Service with respect to any Plan, the accrued benefits of which exceed the present value of the plan assets as of the date the waiver request is filed by more than $1,000,000, and all communications received by Seller or any ERISA Affiliate thereof from the Internal Revenue Service with respect to any such funding waiver request.

(as)Financial Covenants. Seller shall comply with the financial covenants set forth in Section 3 of the Pricing Side Letter.

(at)Investment Company Act. Neither the Seller nor any of its Subsidiaries shall be an “investment company”, or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

(au)Insurance. The Seller shall continue to maintain with responsible companies, at its own expense, the Required Insurance Policy with respect to its officers, employees or agents acting in any capacity requiring such persons to handle funds, money, documents or papers relating to the Purchased Mortgage Loans, with respect to any claims made in connection with all or any portion of the Purchased Mortgage Loans (collective, “Seller Insureds”).  Any such Required Insurance Policy shall protect and insure the Seller against losses, including forgery, theft,

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embezzlement, fraud, errors and omissions and negligent acts of such Seller Insureds, and such policies also shall protect and insure the Seller against losses in connection with the release or satisfaction of a Purchased Mortgage Loan without having obtained payment in full of the indebtedness secured thereby.  No provision of this Section requiring such Required Insurance Policy shall diminish or relieve the Seller from its duties and obligations as set forth in this Agreement.  The minimum coverage under any such Required Insurance Policy shall be at least equal to the amount required by the applicable Government Agency.  Upon the request of the Buyer, the Seller shall cause to be delivered to the Buyer a certificate of insurance for such Required Insurance Policy and a statement from the Seller that such Required Insurance Policy shall in no event be terminated or materially modified without thirty (30) days’ prior written notice to the Buyer.  Seller shall name Buyer as a loss payee under any applicable Fidelity Insurance Policy and as a direct loss payee with right of action under any applicable Errors and Omissions Insurance Policy or Professional Liability Insurance Policy.

(av)Books and Records. Seller shall maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing the Repurchase Assets in the event of the destruction of the originals thereof), and keep and maintain or obtain, as and when required, all documents, books, records and other information reasonably necessary or advisable for the collection of all Repurchase Assets.

(aw)Material Change in Business. Seller shall not make any material change in the nature of its business as carried on at the date hereof.

(ax)Limitation on Dividends and Distributions. Following the occurrence and during the continuation of an Event of Default or if an Event of Default would result therefrom, Seller shall not make any payment on account of, or set apart assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any equity interest of Seller, whether now or hereafter outstanding, or make any other distribution or dividend in respect of any of the foregoing or to any shareholder or equity owner of Seller, either directly or indirectly, whether in cash or property or in obligations of Seller or any of Seller’s consolidated Subsidiaries, except that, notwithstanding the foregoing, Seller shall be permitted at all times (regardless of whether or not an Event of Default exists) to make Tax Distributions.

(ay)Disposition of Assets; Liens. Seller shall not (i) cause any of the Repurchase Assets to be sold, pledged, assigned or transferred except in compliance with the applicable Facility Documents or (ii) create, incur, assume or suffer to exist any mortgage, pledge, Lien, charge or other encumbrance of any nature whatsoever on any of the Repurchase Assets, whether real, personal or mixed, now or hereafter owned, other than Liens in favor of Buyer.

(az)Limitation on Accounting Changes. Seller shall not make any material change in the accounting policies or financial reporting practices of Seller or its Subsidiaries, except to the extent such change is required by GAAP, consistently applied.

(ba)ERISA Matters.

(x)Seller shall not permit any event or condition which is described in any of clauses (i) through (x) of the definition of “Event of ERISA Termination”

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to occur or exist with respect to any Plan or Multiemployer Plan if such event or condition, together with all other events or conditions described in the definition of Event of ERISA Termination occurring within the prior twelve (12) months, involves the payment of money by or an incurrence of liability of Seller or any ERISA Affiliate thereof, or any combination of such entities in an amount in excess of $1,000,000.

(xi)Seller shall not be an employee benefit plan as defined in Section 3(3) of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code or an entity deemed to hold “plan assets” within the meaning of 29 CFR §2510.3-101, as modified by Section 3(42) of ERISA, to engage in this Agreement or the Transactions hereunder and transactions by or with Seller are not subject to any state or local statute regulating investments of, or fiduciary obligations with respect to governmental plans within the meaning of Section 3(32) of ERISA.

(bb)Consolidations, Mergers and Sales of Assets. Seller shall not (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer all or substantially all of its assets to any other Person, in each case without the prior written consent of Buyer; provided, however, the Seller, may without the prior written consent of Buyer, and provided that an Event of Default is not existing and will not occur as a result thereof: (i) merger or consolidate with any Person if Seller is the surviving and controlling party and (ii) in the ordinary course of Seller’s mortgage banking business, sell equipment that is uneconomic or obsolete and acquire mortgage loans for resale and sell mortgage loans, mortgage servicing rights and mortgage related securities.

(bc)Facility Documents. Seller shall not permit the amendment or modification of, the waiver of any event of default under, or the termination of any Facility Document to which Seller is a party without Buyer’s prior written consent. Seller shall not waive (or direct the waiver of) the performance by any party to any Facility Document of any action, if the failure to perform such action would adversely affect Seller or any Purchased Mortgage Loans in any material respect, or waive (or direct the waiver of) any default resulting from any action or inaction by any party thereto.

(bd)Illegal Activities. Seller shall not engage in any conduct or activity that could subject its assets to forfeiture or seizure.

(be)Transactions with Affiliates. Seller shall not enter into any transaction, including, without limitation, the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any Affiliate, unless such transaction is (a) not otherwise prohibited in this Agreement, (b) in the ordinary course of Seller’s business, and (c) upon fair and reasonable terms no less favorable to Seller, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate. For the avoidance of doubt nothing herein prohibits Seller from making or paying any dividend or distribution to its members of shareholders on account of their equity interests in Seller provided any such dividend or distribution does not violate the provisions of Section 14(p) hereof.

(bf)[Reserved].

(bg)[Reserved].

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(bh)Reserve Account. The Reserve Account Threshold shall be maintained at all times.

(bi)Division of Limited Liability Company. Seller shall not effect a “Division” into two or more domestic limited liability companies pursuant to and in accordance with Section 18-217 of Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended.

(bj)Hedging. Seller has entered into Interest Rate Protection Agreements or other arrangements with respect to the Purchased Mortgage Loans, having terms with respect to protection against fluctuations in interest rates consistent with the terms of Seller’s hedging program and has notified Buyer of the terms of such Interest Rate Protection Agreements or other arrangements in writing.

(bk)[Reserved]

(bl)Agency Securities. With respect to any Mortgage Loans that are Pooled Mortgage Loans, Seller shall only designate Buyer or the agent under the Joint Securities Account Control Agreement as the party authorized to receive the related Agency Security and shall designate Buyer or the agent under the Joint Securities Account Control Agreement accordingly on the applicable Form HUD 11705 (Schedule of Subscribers).

(bm)Pooled Loans. With respect to any Mortgage Loans that are Pooled Mortgage Loans, Seller shall be deemed to make the representations and warranties listed on Schedule 1-B hereto. With respect to any Mortgage Loans that are Pooled Mortgage Loans, Seller shall deliver to Buyer copies of the relevant Pooling Documents (the originals of which shall have been delivered to the Agency) as Buyer may request from time to time and as required by the Custodial and Disbursement Agreement.

(bn)MERS. Seller shall comply in all material respects with the rules and procedures of MERS in connection with the servicing of all Purchased Mortgage Loans that are registered with MERS and, with respect to Purchased Mortgage Loans that are eMortgage Loans, the maintenance of the related eNotes on the MERS eRegistry for as long as such Purchased Mortgage Loans are so registered.

Section 15.Events of Default. If any of the following events (each an “Event of Default”) occur, Seller and Buyer shall have the rights set forth in Section 16, as applicable:

(bo)Payment Default. (i) Seller fails to make any payment of (A) Repurchase Price when due (other than Price Differential), whether by acceleration, mandatory repurchase (including following the occurrence of a Purchased Mortgage Loan Issue) or otherwise or (B) Price Differential or to cure any Margin Deficit when due, under the terms of the Facility Documents, or (ii) Seller fails to make any payment of any sum (other than Repurchase Price, Price Differential or Margin Deficit) when due under the terms of the Facility Documents within two (2) Business Days’ notice; or

(bp)Immediate Representation and Warranty Default. Any representation, warranty or certification made or deemed to be made by Seller contained in any of Sections 13(c) (Solvency); (f)(a) (Existence); (h) (No Breach); (i) (Action); (k) (Enforceability); (p) (Margin Regulations); (r) (Investment Company Act); ( (w) (ERISA); (y) (No Reliance); (z) (Plan Assets); or (bb) (Sanctions), in each

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case, of this Agreement shall be determined by Buyer to have been untrue or misleading in any respect as of the time made or furnished; or

(bq)Additional Representation and Warranty Defaults. Any representation or warranty made or deemed made herein or in any other Facility Document (and not identified in clause (b) of Section 15) by Seller shall be determined by Buyer to have been untrue or misleading in any respect as of the time made or furnished (other than the representations and warranties set forth in Schedule 1-A or Schedule 1-B; unless (A) Seller shall have made any such representations and warranties with actual knowledge that they were materially false or misleading at the time made or (B) any such representations and warranties have been determined in good faith by Buyer in its sole discretion to be materially false or misleading on a regular basis), and if such default shall be capable of being remedied, such failure shall continue unremedied for more than five (5) Business Days; or

(br)Immediate Covenant Default. The failure of Seller to perform, comply with or observe any term, covenant or agreement applicable to Seller contained in any of Sections 14(a)(i) and (ii) (Preservation of Existence; Compliance with Law); (k) (Financial Covenants); (o) (Material Change in Business); (p) (Limitation on Dividends and Distributions); (q) (Disposition of Assets); (s) (ERISA Matters); (t) (Consolidations, Mergers and Sales of Assets); (v) (Illegal Activities); or (z) (Division of Limited Liability Company), in each case, of this Agreement; or

(bs)Additional Covenant Defaults. The failure of Seller to observe or perform any other covenant or agreement contained in the Facility Documents (and not identified in clause (d) of this Section 15), and if such default shall be capable of being remedied, such failure to observe or perform continues unremedied for more than five (5) Business Days; or

(bt)Judgments. A judgment or judgments for the payment of money in excess of $[xxxx] in the aggregate is rendered against Seller, in each case by one or more courts, administrative tribunals or other bodies having jurisdiction and the same is not satisfied, discharged (or provision shall not be made for such discharge) or bonded, or a stay of execution thereof is not procured, within sixty (60) days from the date of entry thereof or such longer period during which execution of the same shall have been stayed or bonded, appeal therefrom and cause the execution thereof to be stayed during such appeal; or

(bu)Cross-Default. Seller is in default beyond any applicable grace period (A) under any other Indebtedness, financing, hedging, security or other agreement or contract of Seller in excess of $[xxxx] in the aggregate, which default involves the failure to pay a material matured obligation or permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such agreement or Indebtedness, or (B) in making any payment when due under, or performing any other obligation under any other Indebtedness, financing, hedging, security or other agreement or contract between Seller on the one hand, and Buyer or any of its Affiliates on the other; or

(bv)Insolvency Event. An Insolvency Event occurs with respect to Seller; or

(bw)Enforceability. For any reason (i) Seller (or an Affiliate thereof) contests the validity, enforceability, perfection or priority of any Lien granted pursuant to the Facility Documents, (ii) Seller or any Affiliate seeks to disaffirm,

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terminate, limit, challenge, repudiate or reduce its obligations under any Facility Document or (iii) any Facility Document at any time fails to be in full force and effect in all material respects in accordance with its terms or shall not be enforceable in all material respects in accordance with its terms; or

(bx)[Reserved]; or

(by)Material Adverse Effect. A Material Adverse Effect occurs and shall not have been waived as determined by Buyer in its reasonable discretion; or

(bz)Change in Control. A Change in Control occurs without the prior written consent of Buyer; or

(ca)Inability to Perform. A Responsible Officer of Seller admits its inability to, or its intention not to, perform any of its obligations under the Facility Documents; or

(cb)Failure to Transfer. Seller fails to transfer the Purchased Mortgage Loans to Buyer on or prior to the applicable Purchase Date (provided that Buyer has tendered the related Purchase Price and Seller has not repaid such Purchase Price on the same day as such tender)

(cc)Government Action. Any Governmental Authority or any person, agency or entity acting or purporting to act under Governmental Authority takes any action to condemn, seize or appropriate, or to assume custody or control of, all or any substantial part of the Property of Seller, or takes any action to displace the management of Seller or to curtail its authority in the conduct of the business of Seller, or takes any action in the nature of enforcement to remove, limit or restrict the approval of Seller as an issuer, buyer or a seller of Mortgage Loans or securities backed thereby, and such action shall not have been discontinued or stayed within thirty (30) days; or

(cd)Assignment. Any assignment or attempted assignment by Seller of this Agreement or any other Facility Document or any rights hereunder or thereunder without first obtaining the specific written consent of Buyer; or

(ce)[Reserved]; or

(cf)Financial Statements. Seller’s audited annual financial statements or the notes thereto or other opinions or conclusions stated therein are qualified or limited by reference to the status of Seller as a “going concern” or a reference of similar import; or

(cg)Servicer Default. A Servicer Termination Event occurs with respect to a Servicer and Seller fails to transfer the servicing of the Purchased Mortgage Loans to a successor servicer that is reasonably acceptable to Buyer within ninety (90) days of such Servicer Termination Event; or

(ch)Failure to Repurchase. Seller fails to repurchase a Purchased Mortgage Loan that is no longer an Eligible Mortgage Loan within two (2) Business Days of notice from Buyer: or

(ci)ERISA.

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(i) Seller engages in any nonexempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code); or

(ii) the occurrence of an Event of ERISA Termination that could reasonably be expected to have a Material Adverse Effect.

Section 16.Remedies.

(cj)If an Event of Default occurs, the following rights and remedies are available to Buyer; provided, that an Event of Default shall be deemed to be continuing unless expressly waived by Buyer in writing:

(x)At the option of Buyer, exercised by written notice to Seller (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the occurrence of an Insolvency Event of Seller), the Repurchase Date for each Transaction hereunder, if it has not already occurred, shall be deemed immediately to occur (the date on which such option is exercised or deemed to have been exercised being referred to hereinafter as the “Accelerated Repurchase Date”).

(xi)If Buyer exercises or is deemed to have exercised the option referred to in subsection (a)(i) of this Section,

(A)Seller’s obligations in such Transactions to repurchase all Purchased Mortgage Loans, at the Repurchase Price therefor on the Repurchase Date determined in accordance with subsection (a)(i) of this Section, (1) shall thereupon become immediately due and payable, (2) all Income paid after such exercise or deemed exercise shall be retained by Buyer and applied to the aggregate unpaid Repurchase Price and any other amounts owed by Seller hereunder, and (3) Seller shall immediately deliver to Buyer any Purchased Mortgage Loans subject to such Transactions then in Seller’s or Servicer’s possession or control, including Purchased Mortgage Loans;

(B)to the extent permitted by applicable law, the Repurchase Price with respect to each such Transaction (determined as of the Accelerated Repurchase Date) shall be increased by the aggregate amount obtained by daily application of, on a 360 day per year basis for the actual number of days during the period from and including the date of the exercise or deemed exercise of such option to but excluding the date of payment of the Repurchase Price as so increased, (x) the Post-Default Rate in effect following an Event of Default to (y) the Repurchase Price for such Transaction as of the Repurchase Date as determined pursuant to subsection (a)(i) of this Section; and

(C)all Income actually received by Buyer pursuant to Section 5 shall be applied to the aggregate unpaid Obligations owed by Seller.

(i)Upon the occurrence of one or more Events of Default, Buyer shall have the right to obtain physical possession of all files of Seller relating to the Purchased Mortgage Loans and the Repurchase Assets and all documents relating to the Purchased Mortgage Loans which are then or may thereafter come in to the possession of Seller or any third party acting for Seller and Seller shall deliver to

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Buyer such assignments as Buyer shall request. Buyer shall be entitled to specific performance of all agreements of Seller contained in Facility Documents.

(ii)Upon the occurrence of an Event of Default, Buyer, or Buyer through its Affiliates or designees, may (A) immediately sell, without demand or further notice of any kind, at a public or private sale at such price or prices as Buyer may deem satisfactory any or all of the Purchased Mortgage Loans and Repurchase Assets or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Mortgage Loans and Repurchase Assets, to retain such Purchased Mortgage Loans and Repurchase Assets, and give Seller credit for such Purchased Mortgage Loans in an amount equal to the market value of the related Mortgage Loans (as determined and adjusted by Buyer in its sole discretion, giving such weight to the Market Value or outstanding principal balance of such Mortgage Loan as Buyer deems appropriate) against the aggregate unpaid Repurchase Price for such Purchased Mortgage Loans and Repurchase Assets and any other amounts owing by Seller under the Facility Documents. The proceeds of any disposition of Purchased Mortgage Loans and Repurchase Assets effected pursuant to the foregoing shall be applied as determined by Buyer.

(iii)Seller shall be liable to Buyer for (A) the amount of all actual expenses, including reasonable documented legal fees and expenses, actually incurred by Buyer in connection with or as a consequence of an Event of Default, (B) all actual costs incurred in connection with covering transactions or hedging transactions, and (C) any other actual loss, damage, cost or expense arising or resulting from the occurrence of an Event of Default. In addition, Buyer shall have the right to satisfy any Obligations with funds remaining in the Reserve Account.

(iv)Buyer shall have, in addition to its rights hereunder, any rights otherwise available to it under any other agreement or applicable law.

(ck)Seller acknowledges and that (A) in the absence of a generally recognized source for prices or bid or offer quotations for any Purchased Mortgage Loans and Repurchase Assets, Buyer may establish the source therefor in its commercially reasonable discretion and (B) all prices, bids and offers shall be determined together with accrued Income. Seller recognizes that it may not be possible to purchase or sell all of the Purchased Mortgage Loans and Repurchase Assets on a particular Business Day, or in a transaction with the same purchaser, or in the same manner because the market for such Purchased Mortgage Loans and Repurchase Assets may not be liquid at such time. In view of the nature of the Purchased Mortgage Loans and Repurchase Assets, Seller agrees that liquidation of a Transaction or the Purchased Mortgage Loans and Repurchase Assets does not require a public purchase or sale and that a good faith private purchase or sale shall be deemed to have been made in a commercially reasonable manner. Accordingly, Buyer may elect, in its sole discretion, the time and manner of liquidating any Purchased Mortgage Loans and Repurchase Assets, and nothing contained herein shall (A) obligate Buyer to liquidate any Purchased Mortgage Loans or Repurchase Assets on the occurrence of an Event of Default or to liquidate all of the Purchased Mortgage Loans or Repurchase Assets in the same manner or on the same Business Day or (B) constitute a waiver of any right or remedy of Buyer. Buyer may exercise one or more of the remedies available hereunder immediately upon the occurrence of an Event of Default and at any time thereafter without notice to Seller. All rights and remedies arising under this Agreement as amended from time to time hereunder are cumulative and not exclusive of any other rights or remedies which Buyer may have.

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(cl)Buyer may enforce its rights and remedies hereunder without prior judicial process or hearing, and Seller hereby expressly waives any defenses Seller might otherwise have to require Buyer to enforce its rights by judicial process. Seller also waives any defense (other than a defense of payment or performance) it might otherwise have arising from the use of nonjudicial process, enforcement and sale of all or any portion of the Repurchase Assets, or from any other election of remedies. Seller recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length.

(cm)Without limiting the rights of Buyer hereto to pursue all other legal and equitable rights available to Buyer for Seller’s failure to perform its obligations under this Agreement, Seller acknowledges and agrees that the remedy at law for any failure to perform obligations hereunder would be inadequate and Buyer shall be entitled to specific performance, injunctive relief, or other equitable remedies in the event of any such failure. The availability of these remedies shall not prohibit Buyer from pursuing any other remedies for such breach, including the recovery of monetary damages.

(cn)Buyer shall have, in addition to its rights and remedies under the Facility Documents, all of the rights and remedies provided by applicable federal, state, foreign, and local laws (including, without limitation, if the Transactions are recharacterized as secured financings, the rights and remedies of a secured party under the UCC of the State of New York, to the extent that the UCC is applicable, and the right to offset any mutual debt and claim), in equity, and under any other agreement between Buyer and Seller. Without limiting the generality of the foregoing, Buyer shall be entitled to set off the proceeds of the liquidation of the Purchased Mortgage Loans and Repurchase Assets against all of Seller’s Obligations to Buyer, whether or not such Obligations are then due, without prejudice to Buyer’s right to recover any deficiency.

Section 17.Indemnification and Expenses.

(co)Seller agrees to hold Buyer, and its Affiliates and their respective officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind (including reasonable fees of counsel, and Taxes relating to or arising in connection with the ownership of the Purchased Mortgage Loans, but excluding any Taxes otherwise expressly indemnified against, or excluded from indemnification in Section 8 of this Agreement) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, “Costs”), relating to or arising out of this Agreement, any other Facility Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Facility Document or any transaction contemplated hereby or thereby (including without limitation any such liabilities, losses, damages, judgments, costs and expenses arising from any acts or omissions of a Servicer), that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct (which gross negligence or willful misconduct is determined by a court of competent jurisdiction). Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to the holding of the Purchased Mortgage Loans, that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct (which gross negligence or willful misconduct is determined by a court of competent jurisdiction). In any suit, proceeding or action

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brought by an Indemnified Party in connection with any Purchased Mortgage Loans for any sum owing thereunder, or to enforce any provisions of any Purchased Mortgage Loans, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’s rights under this Agreement, any other Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller’s agreements in this Section 17 shall survive the payment in full of the Repurchase Price and the expiration or termination of this Agreement. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller and are not limited to recoveries each Indemnified Party may have with respect to the Purchased Mortgage Loans. Seller and Buyer agree not to assert any claim against the other or any of their respective Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the facility established hereunder, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES.

(cp)Seller agrees to pay as and when billed by Buyer all of the out-of-pocket costs and expenses incurred by Buyer in connection with (i) subject to the Expense Cap, the development, preparation and execution of this Agreement, any other Facility Document or any other documents prepared in connection herewith or therewith and (ii) any amendment, supplement or modification to or the enforcement of, this Agreement, any other Facility Document or any other documents prepared in connection herewith or therewith, without regard to the Expense Cap. Seller agrees to pay as and when billed by Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including without limitation filing fees and all the fees, disbursements and expenses of counsel to Buyer which amount may be deducted from the Purchase Price paid for the first Transaction hereunder. Subject to the limitations set forth in Sections 20 and 31 hereof, Seller agrees to pay Buyer all the reasonable out-of-pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Mortgage Loans submitted by Seller for purchase under this Agreement, including, but not limited to, those out-of-pocket costs and expenses incurred by Buyer pursuant to Sections 16(b) and 20 hereof. For the avoidance of doubt, in no event shall the amounts described in Section 17(b)(i) that are reimbursable by Seller on or prior to the Closing Date pursuant to this Section 17(b) exceed the Expense Cap.

(cq)The obligations of Seller from time to time to pay the Repurchase Price, the Price Differential, and all other amounts due under this Agreement shall be full recourse obligations of Seller.

Section 18.Servicing.

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(cr)Seller, on Buyer’s behalf, shall service or contract with a Servicer to service the Purchased Mortgage Loans consistent with the degree of skill and care that such Servicer customarily requires with respect to similar Mortgage Loans owned or managed by such Servicer and in accordance with Accepted Servicing Practices. The Servicer shall (i) comply with all applicable Requirements of Law, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities under the Servicing Agreement and (iii) not impair the rights of Buyer in any Purchased Mortgage Loan or any payment thereunder.

(cs)Seller shall cause the Servicer to hold or cause to be held all escrow funds collected by Seller with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected.

(ct)Seller shall, or shall cause the Servicer and any interim servicer to, deposit all collections received by Seller or Servicer on account of the Purchased Mortgage Loans in accordance with the provisions of Section 5(a)(i).

(cu)If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced or subserviced by a servicer other than a currently approved Servicer, or if the servicing of any Purchased Mortgage Loan is to be transferred from a currently approved Servicer to another servicer, Seller shall, prior to such Purchase Date or servicing transfer date, as applicable, (i) provide Buyer with the related Servicing Agreement pursuant to which such servicer shall service such Mortgage Loans, which Servicing Agreement shall be reasonably acceptable to Buyer in all respects, (ii) obtain Buyer’s prior written consent to the use of such servicer in the performance of such servicing duties and obligations, which consent may be withheld in Buyer’s sole reasonable discretion and (iii) provide Buyer with a fully executed servicer notice or letter agreement, executed by Buyer, Seller and such Servicer (each, a “Servicer Side Letter”), in form and substance acceptable to Buyer with respect to such Servicer. In no event shall Seller’s use of a Servicer relieve Seller of its obligations hereunder, and Seller shall remain liable under this Agreement as if Seller were servicing such Mortgage Loans directly. Seller hereby agrees and acknowledges, and shall cause any Servicer to agree and acknowledge, that Buyer or its designees shall have the right to conduct examinations and audits of the Servicer with respect to the servicing of the Purchased Mortgage Loans. Buyer shall also have the right to obtain copies of all Records and files of the Servicer relating to the Purchased Mortgage Loans, including all documents relating to the Purchased Mortgage Loans and the servicing thereof.

(cv)Upon the occurrence of an Event of Default hereunder or a Servicer Termination Event, Buyer shall have the right to immediately terminate the Servicer’s right to service the Purchased Mortgage Loans under the Servicing Agreement (subject to the related servicing transfer period) without payment of any penalty or termination fee. Seller and the Servicer shall cooperate in transferring the servicing and all Records of the Purchased Mortgage Loans to a successor servicer appointed by Buyer in its discretion.

(cw)If Seller should discover that, for any reason whatsoever, Seller or any entity responsible by contract to Seller for managing or servicing any such Purchased Mortgage Loan has materially failed to perform fully Seller’s obligations under the Facility Documents or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Buyer and promptly remedy any non-compliance.

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(cx)The Servicer’s rights and obligations to interim service the Purchased Mortgage Loans shall terminate on the twentieth (20th) day of each calendar month (and if such day is not a Business Day, the next succeeding Business Day), unless otherwise directed in writing by the Buyer prior to such date. For purposes of this provision, notice provided by electronic mail shall constitute written notice. For the avoidance of doubt, this Subsection 18(g) shall no longer apply to any Purchased Mortgage Loan that is repurchased in full by Seller in accordance with the provisions of this Agreement and therefore is no longer subject to a Transaction. Upon termination, the Servicer shall transfer servicing, including, without limitation, delivery of all servicing files to the designee of the Buyer. The Servicer’s delivery of servicing files shall be in accordance with Accepted Servicing Practices. The Seller and Servicer shall have no right to select a subservicer or successor servicer. After the servicing terminates and until the servicing transfer date, the Servicer shall service the Purchased Mortgage Loans in accordance with the terms of this Agreement and for the benefit of the Buyer.

Section 19.Recording of Communications. Buyer and Seller shall have the right (but not the obligation) from time to time to make or cause to be made tape recordings of communications between its employees and those of the other party with respect to Transactions upon notice to the other party of such recording.

Section 20.Due Diligence. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Mortgage Loans, Seller, and each Servicer, including, without limitation, financial information, organization documents and purchase agreements for each pool of Purchased Mortgage Loans (to the extent not covered by confidentiality agreements), for purposes of verifying compliance with the representations, warranties and specifications made hereunder, to review the servicing of the Purchased Mortgage Loans, or otherwise, and Seller agrees that (a) upon reasonable prior notice to Seller, unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its Authorized Representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Purchased Mortgage Loans (the “Due Diligence Documents”) in the possession or under the control of Seller and/or the Custodian, or (b) upon request, Seller shall create and deliver to Buyer promptly , an electronic copy via email to michael.pryluck@bmo.com, in a format acceptable to Buyer, of such Due Diligence Documents as Buyer may request. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Purchased Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may purchase Mortgage Loans from Seller and enter into additional Transactions with respect to the Purchased Mortgage Loans based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Mortgage Loans purchased in a Transaction, including, without limitation, ordering new credit reports and new appraisals on the related Mortgaged Properties with respect to the Purchased Mortgage Loans and otherwise re-generating the information used to originate such Purchased Mortgage Loan, which information may be used by Buyer to calculate Market Value. Buyer may underwrite such Purchased Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer or any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer with access to any documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall pay all out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s due diligence activities pursuant to this Section 20.

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Section 21.Assignability.

(cy)The rights and obligations of the parties under this Agreement and under any Transaction shall not be assigned by Seller without the prior written consent of Buyer. Subject to the foregoing, this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Agreement express or implied, shall give to any Person, other than the parties to this Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Agreement. Buyer may from time to time assign all or a portion of its rights and obligations under this Agreement and the Facility Documents to any Person pursuant to an executed assignment and acceptance by Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned upon at least five (5) Business Days’ written notice to Seller and with the prior written consent of Seller (such consent not to be unreasonably withheld); provided, that with respect to any assignment to an Affiliate of Buyer or any assignment by Buyer during the continuation of an Event of Default, no such notice to or consent from Seller shall be required. Upon such assignment, (a) such assignee shall be a party hereto and to each Facility Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Buyer hereunder, and (b) Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Facility Documents. Unless otherwise stated in the Assignment and Acceptance, Seller shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may distribute to any prospective assignee any document or other information delivered to Buyer by Seller provided that such prospective assignee agrees to hold such information subject to the confidentiality provisions of this Agreement.

(cz)Buyer, upon at least five (5) Business Days’ written notice to Seller (provided, that the failure to give such notice shall not affect the validity of such sale), may sell participations to one or more Persons in or to all or a portion of its rights and obligations under this Agreement to any Person; provided, however, that (i) Buyer’s obligations under this Agreement shall remain unchanged, (ii) Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Facility Documents except as provided in Section 8; provided that no such restrictions shall apply with respect to any sale to any Affiliate of Buyer or if an Event of Default has occurred and is continuing; and provided further that Buyer shall act as agent for all purchasers, assignees and point of contact for Seller pursuant to agency provisions to be agreed upon by Buyer, its intended purchasers and/or assignees and Seller.

(da)Buyer may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 21, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to Seller or to any aspect of the Transactions that has been furnished to Buyer by or on behalf of Seller; provided that such assignee or participant agrees to hold such information subject to the confidentiality provisions of this Agreement..

(db)In the event Buyer assigns all or a portion of its rights and obligations under this Agreement, the parties hereto agree to negotiate in good faith

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an amendment to this Agreement to add agency provisions similar to those included in repurchase agreements for similar syndicated repurchase facilities.

Section 22.Transfer and Maintenance of Register.

(dc)Subject to acceptance and recording thereof pursuant to paragraph (b) of this Section 22, from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of Buyer under this Agreement.

(dd)Buyer shall maintain, on Seller’s behalf and for review by Seller, a register (the “Register”) on which it shall record Buyer’s rights hereunder, and each Assignment and Acceptance and participation. The Register shall include the names and addresses of Buyer (including all assignees, successors and participants) and the percentage or portion of such rights and obligations assigned or participated. Failure to make any such recordation, or any error in such recordation shall not affect Seller’s obligations in respect of such rights. If Buyer sells a participation in its rights hereunder, it shall provide Seller and maintain as agent of Seller, the information described in this paragraph and permit Seller to review such information as reasonably needed for Seller to comply with its obligations under this Agreement or under any applicable Requirement of Law.

Section 23.Tax Treatment. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal taxes and all relevant state and local income and franchise taxes, to treat each Transaction as indebtedness of Seller that is secured by the Purchased Mortgage Loans and that the Purchased Mortgage Loans are owned by Seller in the absence of a Default by Seller. All parties to this Agreement agree to such treatment and agree to take no action inconsistent with this treatment, unless required by law.

Section 24.Set-Off.

(de)In addition to any rights and remedies of Buyer hereunder and by law, Buyer shall have the right during the continuation of an Event of Default, without prior notice to Seller, any such notice being expressly waived by Seller to the extent permitted by applicable law to set-off and appropriate and apply against any obligation from Seller to Buyer or any Affiliate thereof any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other obligation (including to return excess margin), credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by or due from Buyer or any Affiliate thereof to or for the credit or the account of Seller. Buyer agrees promptly to notify Seller after any such set-off and application made by Buyer; provided that the failure to give such notice shall not affect the validity of such set-off and application.

(df)Buyer shall at any time have the right, in each case until such time as Buyer determines otherwise, to retain, to suspend payment or performance of, or to decline to remit, any amounts or deliver any property that Buyer would otherwise be obligated to pay, remit or deliver to Seller hereunder if an Event of Default has occurred. For avoidance of doubt and not as a limitation, Buyer may set-off any amounts in the Reserve Account against any outstanding Obligations provided an Event of Default has occurred and is continuing, but may not set-off, transfer or withdraw any amounts from the Reserve Account unless an Event of Default has occurred and is continuing.

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Section 25.Terminability. Each representation and warranty made or deemed to be made by entering into a Transaction, herein or pursuant hereto shall survive the making of such representation and warranty, and Buyer shall not be deemed to have waived any Default that may arise because any such representation or warranty shall have proved to be false or misleading, notwithstanding that Buyer may have had notice or knowledge or reason to believe that such representation or warranty was false or misleading at the time the Transaction was made. The obligations of Seller under Section 17 hereof shall survive the termination of this Agreement.

Section 26.Notices and Other Communications. Except as otherwise expressly permitted by this Agreement, all notices, requests and other communications provided for herein (including without limitation any modifications of, or waivers, requests or consents under, this Agreement) shall be given or made in writing (including without limitation by electronic mail or facsimile) delivered to the intended recipient at the “Address for Notices” specified below its name on the signature pages hereof or thereof; or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. Except as otherwise provided in this Agreement and except for notices given under Sections 3 and 4 (which shall be effective only on receipt), all such communications shall be deemed to have been duly given when transmitted by facsimile or electronic mail or personally delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as aforesaid. In all cases, to the extent that the related individual set forth in the respective “Attention” line is no longer employed by the respective Person, such notice may be given to the attention of a Responsible Officer of the respective Person or to the attention of such individual or individuals as subsequently notified in writing by a Responsible Officer of the respective Person.

Section 27.Entire Agreement; Severability; Single Agreement.

(dg)This Agreement and the Facility Documents collectively constitute the entire understanding between Buyer and Seller with respect to the subject matter they cover and shall supersede any existing agreements between the parties containing general terms and conditions for repurchase transactions involving Purchased Mortgage Loans. By acceptance of this Agreement, Buyer and Seller acknowledges that they have not made, and are not relying upon, any statements, representations, promises or undertakings not contained in this Agreement. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

(dh)Buyer and Seller acknowledge that, and have entered hereinto and will enter into each Transaction hereunder in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationship and that each has been entered into in consideration of the other Transactions. Accordingly, each of Buyer and Seller agrees (i) to perform all of its obligations in respect of each Transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Transactions hereunder, (ii) that payments, deliveries, and other transfers made by either of them in respect of any Transaction shall be deemed to have been made in consideration of payments, deliveries, and other transfers in respect of any other Transactions hereunder, and the obligations to make any such payments, deliveries, and other transfers may be applied against each other and netted and (iii) to promptly provide notice to the other after any such set off or application.

Section 28.GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF, OTHER THAN SECTIONS 5-1401

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AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL GOVERN.

Section 29.SUBMISSION TO JURISDICTION; WAIVERS. BUYER AND SELLER EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY:

(di)SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER FACILITY DOCUMENTS, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

(dj)CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

(dk)AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH UNDER ITS SIGNATURE BELOW OR AT SUCH OTHER ADDRESS OF WHICH BUYER SHALL HAVE BEEN NOTIFIED; PROVIDED THAT, AT THE TIME OF SUCH MAILING AN ELECTRONIC COPY OF SUCH SERVICE OF PROCESS IS ALSO SENT BY ELECTRONIC MAIL TO THE PERSONS SPECIFIED IN THE ADDRESS FOR NOTICES FOR SUCH PARTY ON THE SIGNATURE PAGE HERETO (OR SUCH OTHER PERSONS OF WHICH THE OTHER PARTIES HERETO SHALL HAVE BEEN NOTIFIED);

(dl)AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION; AND

(dm)BUYER AND SELLER HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER FACILITY DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 30.No Waivers, etc. No failure on the part of Buyer to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under any Facility Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any Facility Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies provided herein are

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cumulative and not exclusive of any remedies provided by law. An Event of Default shall be deemed to be continuing unless expressly waived by Buyer in writing.

Section 31.Netting. If Buyer and Seller are “financial institutions” as now or hereinafter defined in Section 4402 of Title 12 of the United States Code (“Section 4402”) and any rules or regulations promulgated thereunder,

(dn)All amounts to be paid or advanced by one party to or on behalf of the other under this Agreement or any Transaction hereunder shall be deemed to be “payment obligations” and all amounts to be received by or on behalf of one party from the other under this Agreement or any Transaction hereunder shall be deemed to be “payment entitlements” within the meaning of Section 4402, and this Agreement shall be deemed to be a “netting contract” as defined in Section 4402.

(do)The payment obligations and the payment entitlements of the parties hereto pursuant to this Agreement and any Transaction hereunder shall be netted as follows. In the event that either party shall fail to honor any payment obligation under this Agreement or any Transaction hereunder (the “Defaulting Party”), the other party (the “Nondefaulting Party”) shall be entitled to reduce the amount of any payment to be made by the Nondefaulting Party to the Defaulting Party by the amount of the payment obligation that the Defaulting Party failed to honor.

Section 32.Confidentiality.

(dp)Buyer and Seller each hereby acknowledges and agrees that all written or computer-readable information provided by one party to any other regarding the terms set forth in any of the Facility Documents or the Transactions contemplated thereby or pursuant to the terms thereof, including, but not limited to, the name of, or identifying information with respect to Buyer, any pricing terms, or other nonpublic business or financial information (including, without limitation, any sub-limits, financial covenants, financial statements and performance data), the existence of this Agreement and the Transactions with Buyer (the “Confidential Information”) shall be kept confidential and shall not be divulged to any party without the prior written consent of such other party except to the extent that (i) it is necessary to disclose to its Affiliates and its and their employees, directors, officers, advisors (including legal counsel, accountants, and auditors), representatives and servicers, (ii) it is requested or required by governmental agencies, regulatory bodies or other legal, governmental or regulatory process, in which case the receiving party shall provide prior written notice to disclosing party to the extent not prohibited by the applicable law or regulation, (iii) any of the Confidential Information is in the public domain other than due to a breach of this covenant, (iv) disclosure to any approved hedge counterparty to the extent necessary to obtain any Interest Rate Protection Agreement or, (v) an Event of Default has occurred and Buyer determines such information to be necessary or desirable to disclose in connection with the marketing and sales of the Purchased Mortgage Loans or otherwise to enforce or exercise Buyer’s rights hereunder provided that any such Person agrees to hold such information subject to the confidentiality provisions of this Agreement. Seller and Buyer shall be responsible for any breach of the terms of this Section 32(a) by any Person that it discloses Confidential Information to pursuant to clause (i) above. Seller shall not, without the written consent of Buyer, make any communication, press release, public announcement or statement in any way connected to the existence or terms of this Agreement or the other Facility Documents or the Transactions contemplated hereby or thereby, except where such communication or

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announcement is required by law or regulation, in which event Seller will consult and cooperate with Buyer with respect to the wording of any such announcement. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Facility Document, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment or tax structure of the Transactions, any fact relevant to understanding the federal, state and local tax treatment or tax structure of the Transactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment or tax structure; provided that the “tax treatment” or “tax structure” shall be limited to any facts relevant to the U.S. federal, state or local tax treatment of any Transaction contemplated hereunder and specifically does not include any information relating to the identity of Buyer or any pricing terms hereunder. In addition, Seller may disclose the Confidential Information with prior (if feasible) written notice to Buyer, any disclosures or filing required under Securities and Exchange Commission (“SEC”) or state securities’ laws; provided that Seller shall not file the Pricing Letter without Buyer’s prior written consent. The provisions set forth in this Section 32(a) shall survive the termination of this Agreement for one year.

(dq)Notwithstanding anything in this Agreement to the contrary, Seller understands that Confidential Information disclosed hereunder may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Gramm-Leach-Bliley Act (the “GLB Act”), and Seller agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable local, state and federal laws relating to privacy and data protection.  Seller shall implement administrative, technical and physical safeguards and other security measures designed to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” (as defined in the GLB Act) of Buyer or any Affiliate of Buyer which Buyer holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Upon request, Seller will provide evidence reasonably satisfactory to allow Buyer to confirm that Seller has satisfied its obligations as required under this Section 32(b).  Without limitation, this may include Buyer’s review of audits, summaries of test results, and other equivalent evaluations of Seller.  Seller shall notify Buyer promptly following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer or any Affiliate of Buyer provided directly to Seller.  Seller shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual. The provisions set forth in this Section 32(b) shall survive the termination of this Agreement for as long as Seller retains any “nonpublic personal information” disclosed hereunder.

Section 33.Intent.

(dr)The parties intend and recognize that (i) this Agreement and each Transaction hereunder is a “repurchase agreement” as that term is defined in Section 101 of the Bankruptcy Code, a “securities contract” as that term is defined in Section 741 of the Bankruptcy Code, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, (ii) all payments hereunder are deemed “margin payments” or “settlement payments” as defined in the Bankruptcy Code, and (iii) the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” this Agreement

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and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. Each of Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a).

(ds)Buyer’s right to liquidate the Purchased Mortgage Loans delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 16 hereof is a contractual right to liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 362(b)(6), 362(b)(7), 362(b)(27), 546(e), 546(f), 546(j), 555, 559 and 561; Buyer’s right to set-off claims and appropriate and apply any and all deposits of money or property or any other indebtedness at any time held or owing by Buyer to or for the credit of the account of any Affiliate against and on account of the obligations and liabilities of Seller pursuant to Section 24 hereof is a contractual right as described in Bankruptcy Code Sections 553 and 561; and; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” or “settlement payment” as such terms are defined in Bankruptcy Code Sections 741(5) and 741(8).

(dt)[Reserved].

(du)Each party agrees that this Agreement and each Transaction hereunder is intended to create mutuality of obligations among the parties, and as such, this Agreement and each Transaction hereunder constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

(dv)Each party agrees that it shall not challenge, and hereby waives to the fullest extent available under applicable law it’s right to challenge, the characterization of any Transaction under this Agreement or this Agreement as a “repurchase agreement,” “securities contract” and/or “master netting agreement” within the meaning of the Bankruptcy Code.

(dw)Each party agrees that this Agreement and the Facility Documents and the Transactions entered into hereunder are part of an integrated, simultaneously-closing suite of financial contracts.

Section 34.Conflicts. In the event of any conflict between the terms of this Agreement and any other Facility Document, the documents shall control in the following order of priority: first, the terms of this Agreement shall prevail, and second, the terms of the other Facility Documents shall prevail.

Section 35.Authorizations. Any of the persons whose signatures and titles appear on Schedule 2 are authorized, acting singly, to act for Seller or Buyer under this Agreement. The Seller may amend Schedule 2 hereto from time to time by delivering a revised Schedule 2 to Buyer and expressly stating that such revised Schedule 2 shall replace the existing Schedule 2 hereto.

Section 36.Miscellaneous.

(dx)Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such

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counterpart. Counterparts may be delivered electronically. The parties agree that this Agreement, any addendum or amendment hereto or any other document necessary for the consummation of the transaction contemplated by this Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the E-Sign, the UETA and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any secure third party electronic signature capture service providers, as long as such service providers use system logs and audit trails that establish a temporal and process link between the presentation of identity documents and the electronic signing, together with identifying information that can be used to verify the electronic signature and its attribution to the signer’s identity and evidence of the signer’s agreement to conduct the transaction electronically and of the signer’s execution of each electronic signature.

(dy)Captions. The captions and headings appearing herein are for included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.

(dz)Acknowledgment. Each Party hereby acknowledges that:

(i)it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Facility Documents;

(ii)it has no fiduciary relationship to the other Party in connection with the Facility Documents;

(iii)no joint venture exists between Buyer and Seller as a result of the Facility Documents; and

(iv)it has made its own independent decisions to enter into the Facility Documents and each Transaction and as to whether such Transaction is appropriate and proper for it based upon its own judgment and upon advice from such advisors (including without limitation, legal counsel and accountants) as it has deemed necessary and it is not relying upon any advice from the other Party as to any aspect of the Transactions, including without limitation, the legal, accounting or tax treatment of such Transactions.

(ea)Documents Mutually Drafted. Seller and Buyer agree that this Agreement and each other Facility Document prepared in connection with the Transactions set forth herein have been mutually drafted and negotiated by each party, and consequently such documents shall not be construed against either party as the drafter thereof.

Section 37.Recognition of the U.S. Special Resolution Regimes.

(eb)In the event that Buyer becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from Buyer of this Agreement and/or the Facility Documents, and any interest and obligation in or under this Agreement and/or the Facility Documents, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement and/or the Facility Documents, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

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(ec)In the event that Buyer or a BHC Act Affiliate of Buyer becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement and/or the Facility Documents that may be exercised against Buyer are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement and/or the Facility Documents were governed by the laws of the United States or a state of the United States.

Section 38.Effect of Benchmark Transition Event.

(ed)Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, Buyer may amend this Agreement to replace Term SOFR with a Benchmark Replacement. Any such amendment will become effective at 5:00 p.m. on the fifth (5th) Business Day after Buyer has provided such amendment to Seller without any further action or consent of Seller. No replacement of Term SOFR with a Benchmark Replacement pursuant to this Section 38 will occur prior to the applicable Benchmark Transition Start Date.

(ee)Benchmark Replacement Conforming Changes. In connection with a Benchmark Replacement, Buyer will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Facility Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of Seller.

(ef)Notices; Standards for Decisions and Determinations. Buyer will promptly notify Seller of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Buyer pursuant to this Section 38 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in Buyer’s sole discretion and without consent from Seller.

(eg)Benchmark Unavailability Period. Upon Seller’s receipt of notice of the commencement of a Benchmark Unavailability Period, Seller may revoke any request for a proposed Transaction to be entered into during any Benchmark Unavailability Period.

Section 39.General Interpretive Principles. For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(eh)the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;

(ei)accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;

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(ej)references herein to “Articles”, “Sections”, “Subsections”, “Paragraphs”, and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;

(ek)a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;

(el)the words “herein”, “hereof”, “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision;

(em)the term “include” or “including” shall mean without limitation by reason of enumeration;

(en)all times specified herein or in any other Facility Document (unless expressly specified otherwise) are local times in New York, New York unless otherwise stated; and

(eo)all references herein or in any Facility Document to “good faith” means good faith as defined in Section 5-102(7) of the UCC as in effect in the State of New York.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date set forth above.

BUYER:

BANK OF MONTREAL

By:

Name:

Title:

Address for Notices:

Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

[xxxx]

With a copy to:

Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attn: Legal Department

Signature Page to Master Repurchase Agreement

LEGAL02/41029716v4

SELLER:

LOANDEPOT.COM, LLC

By:

Name:

Title:

Address for Notices:

LOANDEPOT.COM, LLC

26642 Towne Centre Drive

Foothill Ranch, CA 92610

[xxxx]    

With copies to:

loanDepot.com, LLC

26642 Towne Centre Drive

Foothill Ranch, CA 92610

Attention: General Counsel

[xxxx]

Signature Page to Master Repurchase Agreement

LEGAL02/41029716v4

Signature Page to Master Repurchase Agreement

LEGAL02/41029716v4

SCHEDULE 1-A

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO
PURCHASED MORTGAGE LOANS

Seller makes the following representations and warranties to Buyer with respect to each Purchased Mortgage Loan, as of the Purchase Date for such Purchased Mortgage Loan and at all times while such Purchased Mortgage Loan is subject to a Transaction hereunder.

(a)Payments Current. No payment required under the Purchased Mortgage Loan is thirty (30) days or more delinquent using the MBA delinquency methodology (“Delinquent”) nor has any payment under the Purchased Mortgage Loan been Delinquent at any time since the origination of the Purchased Mortgage Loan. The first Monthly Payment shall be made, or shall have been made, with respect to the Purchased Mortgage Loan on its Due Date or within thirty (30) days thereof, all in accordance with the terms of the related Mortgage Note. No payment required under the Purchased Mortgage Loan is or has ever been subject to forbearance for any reason.

(b)No Outstanding Charges. All taxes and governmental assessments or other similar charges, levies or assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due and payable. Neither Seller nor the Qualified Originator from which Seller acquired the Purchased Mortgage Loan has advanced funds, or induced, solicited or knowingly received any advance of funds by a party other than the Mortgagor, directly or indirectly, for the payment of any amount required under the Purchased Mortgage Loan, except for interest accruing from the date of the Mortgage Note or date of disbursement of the proceeds of the Purchased Mortgage Loan, whichever is earlier, to the day which precedes by one (1) month the Due Date of the first installment of principal and/or interest thereunder.

(c)Original Terms Unmodified. The terms of the Mortgage Note and Mortgage have not been impaired, waived, altered or modified in any respect, from the date of origination; except by a written instrument which has been recorded, if necessary to protect the interests of Buyer, and which has been delivered to the Custodian and the terms of which are reflected in the Asset Schedule. The substance of any such waiver, alteration or modification has been approved by the title insurer, to the extent required, and its terms are reflected on the Asset Schedule. No Mortgagor in respect of the Purchased Mortgage Loan has been released, in whole or in part, except in connection with an assumption agreement approved by the title insurer, to the extent required by such policy, and which assumption agreement is part of the Mortgage File delivered to the Custodian and the terms of which are reflected in the Asset Schedule. The related Mortgage and Mortgage Note contain the entire agreement of the parties and all of the obligations of the Seller under the Purchased Mortgage Loans.

(d)No Defenses. The Purchased Mortgage Loan is not subject to any right of rescission, set-off, counterclaim or defense, including, without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable, in whole or in part and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto, and no Mortgagor in respect of the Purchased Mortgage Loan was a debtor in any state or Federal bankruptcy or insolvency proceeding at the time the Purchased Mortgage Loan was originated. The Mortgagor in respect of the Purchased Mortgage Loan is not currently a debtor in any state or federal bankruptcy or insolvency proceeding.

Schedule 1[-A]-1

(e)Hazard Insurance. The Mortgaged Property is insured by a fire and extended perils insurance policy, issued by a qualified insurer as defined by the applicable Loan Program Authority, and such other hazards as are customary in the area where the Mortgaged Property is located, and to the extent required by Seller as of the date of origination consistent with the applicable Loan Program Authority’s requirements, against earthquake and other risks insured against by Persons operating like properties in the locality of the Mortgaged Property, in an amount that would have been required as of the date of origination in accordance with the applicable Loan Program Authority’s requirements. If any portion of the Mortgaged Property is in an area identified by any federal Governmental Authority as having special flood hazards, and flood insurance is available, a flood insurance policy meeting the current guidelines of the Federal Emergency Management Agency is in effect with a generally acceptable insurance carrier, in an amount representing coverage not less than the least of (1) the outstanding principal balance of the Purchased Mortgage Loan, (2) the full insurable value of the Mortgaged Property, and (3) the maximum amount of insurance available under the National Flood Insurance Act of 1968, as amended by the Flood Disaster Protection Act of 1974. All such insurance policies (collectively, the “hazard insurance policy”) contain a standard mortgagee clause naming Seller, its successors and assigns (including, without limitation, subsequent owners of the Purchased Mortgage Loan), as mortgagee, and may not be reduced, terminated or canceled without thirty (30) days’ prior written notice to the mortgagee. No such notice has been received by Seller. All premiums on such insurance policy have been paid. The related Mortgage obligates the Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the mortgagee to maintain such insurance at the Mortgagor’s cost and expense and to seek reimbursement therefor from such Mortgagor. Where required by state law or regulation, the Mortgagor has been given an opportunity to choose the carrier of the required hazard insurance, provided the policy is not a “master” or “blanket” hazard insurance policy covering a condominium, or any hazard insurance policy covering the common facilities of a planned unit development. The hazard insurance policy is the valid and binding obligation of the insurer and is in full force and effect. Neither Seller nor Mortgagor has engaged in any act or omission which would impair the coverage of any such policy, the benefits of the endorsement provided for herein, or the validity and binding effect of either including, without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other Person, and no such unlawful items have been received, retained or realized by Seller.

(f)Compliance with Applicable Laws. Any requirements of any federal, state or local law or regulation including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to the Purchased Mortgage Loan have been complied with, the consummation of the transactions contemplated hereby will not involve the violation of any such laws or regulations, and Seller shall maintain or shall cause its agent to maintain in its possession, available for the inspection of Buyer, and shall deliver to Buyer, upon demand, evidence of compliance with all such requirements.

(g)No Satisfaction of Mortgage. The Mortgage has not been satisfied, canceled, subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would affect any such release, cancellation, subordination or rescission. Seller has not waived the performance by the Mortgagor of any action, if the Mortgagor’s failure to perform such action would cause the Purchased Mortgage Loan to be in default, nor has Seller waived any default resulting from any action or inaction by the Mortgagor.

(h)Location and Type of Mortgaged Property. The Mortgaged Property is located in an Acceptable State and consists of a single parcel of real property with a detached single family residence erected thereon, or a two- to four-family dwelling, or an individual

Schedule 1[-A]-2

condominium unit in a low-rise condominium project, or an individual unit in a planned unit development or a de minimis planned unit development; provided, however, that any condominium unit or planned unit development shall conform with the applicable Loan Program Authority’s requirements regarding such dwellings or shall conform to Underwriting Guidelines acceptable to Buyer in its discretion and that no residence or dwelling is a (i) a mobile home or manufactured housing unit (other than a Manufactured Home) not secured by real property, (ii) a log home, (iii) an earthen home, (iv) an underground home, (v) any dwelling situated on more property than is permitted by the applicable Loan Program Authority’s requirements and (vi) any dwelling situated on a leasehold estate. No portion of the Mortgaged Property is used for commercial purposes; provided, that, the Mortgaged Property may be a mixed use property if such Mortgaged Property conforms to Underwriting Guidelines acceptable to Buyer in its discretion. With respect to each Manufactured Home, such unit is a “single family residence” within the meaning of Section 25(e)(1) of the Code, and has a minimum of four hundred (400) square feet of living space, a minimum width of one hundred two (102) inches and is of a kind customarily used at a fixed location.

(i)Valid First Lien. The Mortgage is a valid, subsisting, enforceable and perfected first priority lien and perfected first priority security interest on the real property included in the Mortgaged Property, including all buildings on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems located in or annexed to such buildings, and all additions, alterations and replacements made at any time with respect to the foregoing. The lien of the Mortgage is subject only to:

a.the lien of current real property taxes and assessments not yet due and payable;

b.covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording acceptable to prudent mortgage lending institutions generally and specifically referred to in Buyer’s title insurance policy delivered to the originator of the Purchased Mortgage Loan and (a) referred to or otherwise considered in the appraisal, if any, made for the originator of the Purchased Mortgage Loan or (b) which do not adversely affect the Appraised Value of the Mortgaged Property set forth in such appraisal, if any; and

c.other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property.

Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Purchased Mortgage Loan establishes and creates a valid, subsisting and enforceable first lien and first priority security interest on the property described therein and Seller has full right to pledge and assign the same to Buyer. The Mortgaged Property was not, as of the date of origination of the Purchased Mortgage Loan, subject to a mortgage, deed of trust, deed to secure debt or other security instrument creating a lien subordinate to the lien of the Mortgage.

(a)Validity of Mortgage Documents; Fraud. The Mortgage Note and the Mortgage and any other agreement executed and delivered by a Mortgagor or guarantor, if applicable, in connection with a Purchased Mortgage Loan are genuine, and each is the legal, valid and binding obligation of the maker thereof enforceable in accordance with its terms. All parties to the Mortgage Note, the Mortgage and any other such related agreement had legal capacity to enter into the Purchased Mortgage Loan and to execute and deliver the Mortgage Note, the Mortgage and any such agreement, and the Mortgage Note, the Mortgage and any other such related agreement have been duly and properly executed by such related parties. No fraud,

Schedule 1[-A]-3

error, omission, misrepresentation, negligence or similar occurrence with respect to a Purchased Mortgage Loan has taken place on the part of any Person, including, without limitation, the Mortgagor, any appraiser, any builder or developer, or any other party involved in the origination of the Purchased Mortgage Loan. Seller has reviewed all of the documents constituting the Mortgage File and has made such inquiries as it deems necessary to make and confirm the accuracy of the representations set forth herein. Except as disclosed to Buyer in writing, all tax identifications and property descriptions are legally sufficient; and tax segregation, where required, has been completed.

(b)Full Disbursement of Proceeds. Except with respect to, Homestyle Renovation Mortgage Loans or HomePath Renovation Mortgage Loans, there is no further requirement for future advances under the Purchased Mortgage Loan, and any requirements as to completion of any on-site or off-site improvement and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing the Purchased Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage.

(c)Ownership. Seller has full right to sell the Purchased Mortgage Loan to Buyer free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell each Purchased Mortgage Loan pursuant to this Agreement and following the sale of each Purchased Mortgage Loan, Buyer will own such Purchased Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest except any such security interest created pursuant to the terms of this Agreement.

(d)Doing Business. All parties which have had any interest in the Purchased Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (i) in compliance with any applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (ii) either (A) organized under the laws of such state, (B) qualified to do business in such state, (C) a federal savings and loan association, a savings bank or a national bank having a principal office in such state, or (D) not doing business in such state.

(e)Title Insurance. The Purchased Mortgage Loan is covered by either (i) an irrevocable title commitment, or an attorney’s opinion of title and abstract of title, each of which must be in form and substance acceptable to prudent mortgage lending institutions making mortgage loans in the area wherein the Mortgaged Property is located or (ii) an ALTA lender’s title insurance policy, or with respect to any Mortgage Loan for which the related Mortgaged Property is located in California a CLTA lender’s title insurance policy, or other generally acceptable form of policy or insurance acceptable to the applicable Loan Program Authority and each such title insurance policy is issued by a title insurer acceptable to the applicable Loan Program Authority and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring Seller, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Purchased Mortgage Loan, and in the case of adjustable rate Mortgage Loans, against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. Additionally, such lender’s title insurance policy affirmatively insures ingress and egress and against encroachments by or upon the Mortgaged Property or any interest therein. The title policy does not contain any special exceptions (other than the standard exclusions) for zoning and uses and has been marked to delete the standard survey exception or to replace the standard survey exception with a specific survey reading. Seller, its successors and assigns, are the sole

Schedule 1[-A]-4

insureds of such lender’s title insurance policy, and such lender’s title insurance policy is valid and remains in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender’s title insurance policy, and no prior holder or servicer of the related Mortgage, including Seller, has done, by act or omission, anything which would impair the coverage of such lender’s title insurance policy, including without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other Person, and no such unlawful items have been received, retained or realized by Seller.

(f)No Defaults. Other than payments due but not yet thirty (30) days or more Delinquent, there is no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and no event has occurred which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration, and neither Seller nor its predecessors have waived any default, breach, violation or event of acceleration.

(g)No Mechanics’ Liens. There are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under the law could give rise to such liens) affecting the Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the Mortgage.

(h)Location of Improvements; No Encroachments. All improvements which were considered in determining the Appraised Value of the Mortgaged Property lie wholly within the boundaries and building restriction lines of the Mortgaged Property, and no improvements on adjoining properties encroach upon the Mortgaged Property. No improvement located on or being part of the Mortgaged Property is in violation of any applicable zoning and building law, ordinance or regulation.

(i)Payment Terms. Principal and/or interest payments on the Purchased Mortgage Loan commenced or will commence no more than sixty (60) days after funds were disbursed in connection with the Purchased Mortgage Loan. With respect to adjustable rate Purchased Mortgage Loans, the Mortgage Interest Rate is adjusted on each Interest Rate Adjustment Date to equal the Index plus the Gross Margin (rounded up or down to the nearest .125%) subject to the Mortgage Interest Rate Cap. The Mortgage Note is payable on the first (1st) day of each month in equal monthly installments of principal and/or interest (subject to an “interest only” period in the case of Interest Only Mortgage Loans), which installments of interest (a) with respect to adjustable rate Purchased Mortgage Loans are subject to change on the Interest Rate Adjustment Date due to adjustments to the Mortgage Interest Rate on each Interest Rate Adjustment Date and (b) with respect to Interest Only Mortgage Loans are subject to change on the Interest Only Adjustment Date due to adjustments to the Mortgage Interest Rate on each Interest Only Adjustment Date, in both cases with interest calculated and payable in arrears, sufficient to amortize the Purchased Mortgage Loan fully by the stated maturity date, over an original term of not more than thirty (30) years from commencement of amortization. The Mortgage Note does not permit Negative Amortization.

(j)Customary Provisions. The Mortgage Note has a stated maturity. The Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure. Upon default by a Mortgagor on a Purchased Mortgage Loan and foreclosure on, or trustee’s sale of, the Mortgaged Property pursuant to the proper procedures, the holder of the Purchased Mortgage Loan will be able to deliver good and marketable title to the Mortgaged Property. There is no homestead or

Schedule 1[-A]-5

other exemption available to a Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage. The Mortgage Note and Mortgage are on forms acceptable to the applicable Loan Program Authority or Buyer at its discretion.

(k)Occupancy of the Mortgaged Property. As of the Purchase Date the Mortgaged Property is lawfully permitted to be occupied under applicable law. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. Seller has not received notification from any Governmental Authority that the Mortgaged Property is in material non-compliance with such laws or regulations, is being used, operated or occupied unlawfully or has failed to have or obtain such inspection, licenses or certificates, as the case may be. Seller has not received notice of any violation or failure to conform with any such law, ordinance, regulation, standard, license or certificate. With respect to any Purchased Mortgage Loan originated with an “owner-occupied” Mortgaged Property, the Mortgagor represented at the time of origination of the Purchased Mortgage Loan that the Mortgagor would occupy the Mortgaged Property as the Mortgagor’s primary residence.

(l)No Additional Collateral. The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to in paragraph (i) above. No Purchased Mortgage Loan is cross-collateralized or is subject to a cross-default provision with any mortgage loan that is not a Purchased Mortgage Loan.

(m)Deeds of Trust. In the event the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are or will become payable by the Custodian or Buyer to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the Mortgagor.

(n)Transfer of Purchased Mortgage Loans. Except with respect to Purchased Mortgage Loans registered with MERS, the Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located. With respect to each MOM Mortgage Loan, the related Assignment of Mortgage to MERS, if applicable, has been duly and properly recorded, or has been delivered for recording to the applicable recording office.

(o)Due-On-Sale. Except as permitted by the applicable Loan Program Authority, the Mortgage contains an enforceable provision for the acceleration of the payment of the unpaid principal balance of the Purchased Mortgage Loan in the event that the Mortgaged Property is sold or transferred without the prior written consent of the mortgagee thereunder.

(p)No Buydown Provisions; No Graduated Payments or Contingent Interests. The Purchased Mortgage Loan does not contain provisions pursuant to which Monthly Payments are paid or partially paid with funds deposited in any separate account established by Seller, the Mortgagor, or anyone on behalf of the Mortgagor, or paid by any source other than the Mortgagor nor does it contain any other similar provisions which may constitute a “buydown” provision. The Purchased Mortgage Loan is not a graduated payment mortgage loan and the Purchased Mortgage Loan does not have a shared appreciation or other contingent interest feature.

Schedule 1[-A]-6

(q)Consolidation of Future Advances. Any future advances made to the Mortgagor prior to the Purchase Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term. The lien of the Mortgage securing the consolidated principal amount is expressly insured as having first lien priority by a title insurance policy, an endorsement to the policy insuring the mortgagee’s consolidated interest or by other title evidence acceptable to the applicable Loan Program Authority. The consolidated principal amount does not exceed the original principal amount of the Purchased Mortgage Loan.

(r)Mortgaged Property Undamaged. The related Mortgaged Property is free of damage and waste and there is no proceeding pending for the total or partial condemnation of such Mortgaged Property.

(s)Origination; Collection Practices; Escrow Deposits; Interest Rate Adjustments. The Purchased Mortgage Loan was originated by Seller or a Correspondent Seller. The origination and collection practices used by the originator, each servicer of the Purchased Mortgage Loan and Seller with respect to the Purchased Mortgage Loan have been in all respects in compliance with Accepted Servicing Practices, applicable laws and regulations, and have been in all respects legal and proper. With respect to escrow deposits and Escrow Payments, all such payments are in the possession of, or under the control of, Seller or Servicer and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All Escrow Payments have been collected in full compliance with state and federal law. An escrow of funds is not prohibited by applicable law and if an escrow deposit has been established, it has been established in an amount sufficient to pay for every item that remains unpaid and has been assessed but is not yet due and payable. No escrow deposits or Escrow Payments or other charges or payments due Seller have been capitalized under the Mortgage or the Mortgage Note. All Mortgage Interest Rate adjustments have been made in strict compliance with state and federal law and the terms of the related Mortgage Note. Any interest required to be paid pursuant to state, federal and local law has been properly paid and credited.

(t)Conversion to Fixed Interest Rate. Except as allowed by the applicable Loan Program Authority or otherwise as expressly approved in writing by Buyer, with respect to adjustable rate Mortgage Loans, the Mortgage Loan is not convertible to a fixed interest rate Mortgage Loan.

(u)Other Insurance Policies. To the knowledge of Seller, no action, inaction or event has occurred and no state of facts exists or has existed that has resulted or will result in the exclusion from, denial of, or defense to coverage under any applicable special hazard insurance policy, private mortgage insurance policy or bankruptcy bond, irrespective of the cause of such failure of coverage. In connection with the placement of any such insurance, no commission, fee, or other compensation has been or will be received by Seller or by any officer, director, or employee of Seller or any designee of Seller.

(v)Servicemembers Civil Relief Act. The Mortgagor has not notified Seller, and Seller has no knowledge, of any relief requested or allowed to the Mortgagor under the Servicemembers Civil Relief Act of 2003.

(w)Appraisal. The Mortgage File with respect to such Purchased Mortgage Loan contains either an evaluation or appraisal of the related Mortgaged Property meeting the requirements set forth by the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, unless such evaluation is not required by the applicable Loan Program Authority, or applicable regulatory or licensing body. Such evaluation or appraisal must have been made and signed, prior to the approval of the application for such Purchased Mortgage Loan, by a qualified

Schedule 1[-A]-7

appraiser (a) who, at the time of such appraisal, met the minimum qualifications of the applicable Loan Program Authority, and the requirements of the Seller’s appraisal policy and (b) who satisfied (and which appraisal was conducted in accordance with) all of the applicable requirements of the Uniform Standards of Professional Appraisal Practice and all applicable federal and state laws and regulations in effect at the time of such appraisal and procedures. Such appraiser was licensed in the state where the Mortgaged Property is located, had no interest, direct or indirect, in such Mortgaged Property or in any loan made on the security thereof, and such appraiser’s compensation was not affected by the approval or disapproval of such Purchased Mortgage Loan. The evaluation or appraisal shall have been made within one hundred eighty (180) days of the origination of the Purchased Mortgage Loan.

(x)Disclosure Materials. The Mortgagor has executed a statement to the effect that the Mortgagor has received all disclosure materials required by applicable law with respect to the making of adjustable rate mortgage loans, and Seller maintains such statement in the Mortgage File.

(y)Construction or Rehabilitation of Mortgaged Property. No Purchased Mortgage Loan was made in connection with the construction or rehabilitation of a Mortgaged Property or facilitating the trade-in or exchange of a Mortgaged Property.

(z)No Defense to Insurance Coverage. No action has been taken or failed to be taken, no event has occurred and no state of facts exists or has existed on or prior to the Purchase Date (whether or not known to Seller on or prior to such date) which has resulted or will result in an exclusion from, denial of, or defense to coverage under any private mortgage insurance (including, without limitation, any exclusions, denials or defenses which would limit or reduce the availability of the timely payment of the full amount of the loss otherwise due thereunder to the insured) whether arising out of actions, representations, errors, omissions, negligence, or fraud of Seller, the related Mortgagor or any party involved in the application for such coverage, including the appraisal, plans and specifications and other exhibits or documents submitted therewith to the insurer under such insurance policy, or for any other reason under such coverage, but not including the failure of such insurer to pay by reason of such insurer’s breach of such insurance policy or such insurer’s financial inability to pay.

(aa)Capitalization of Interest. The Mortgage Note does not by its terms provide for the capitalization or forbearance of interest.

(ab)No Equity Participation. No document relating to the Purchased Mortgage Loan provides for any contingent or additional interest in the form of participation in the cash flow of the Mortgaged Property or a sharing in the appreciation of the value of the Mortgaged Property. The indebtedness evidenced by the Mortgage Note is not convertible to an ownership interest in the Mortgaged Property or the Mortgagor and Seller has not financed nor does Seller own directly or indirectly, any equity of any form in the Mortgaged Property or the Mortgagor.

(ac)Proceeds of Purchased Mortgage Loan. The proceeds of the Purchased Mortgage Loan have not been and shall not be used to satisfy, in whole or in part, any debt owed or owing by the Mortgagor to Seller or any Affiliate or correspondent of Seller, except in connection with a refinanced Purchased Mortgage Loan.

(ad)Origination Date. The origination date of the Purchased Mortgage Loan is no earlier than forty-five (45) days prior to the related Purchase Date.

(ae)No Exception. The Custodian has not noted any material exceptions on an Asset Schedule with respect to the Purchased Mortgage Loan which would materially adversely affect the Purchased Mortgage Loan or Buyer’s interest in the Purchased Mortgage Loan.

Schedule 1[-A]-8

(af)Mortgage Submitted for Recordation. The Mortgage either has been or will promptly be submitted for recordation (including electronic recordation) in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located.

(ag)Documents Genuine. The Mortgage Note and the Mortgage and any other agreement executed and delivered by a Mortgagor in connection with a Purchased Mortgage Loan are genuine.

(ah)Capacity. Such Purchased Mortgage Loan was made to persons having legal capacity to contract and is not subject to any defense, set-off or counterclaim.

(ai)Committed Mortgage Loans. Each Committed Mortgage Loan is covered by a Take-out Commitment, does not exceed the availability under such Take-out Commitment (taking into consideration mortgage loans which have been purchased by the respective Take-out Investor under the Take-out Commitment and mortgage loan which Seller has identified to Buyer as covered by such Take-out Commitment) and conforms to the requirements and the specifications set forth in such Take-out Commitment and the related regulations, rules, requirements and/or handbooks of the applicable Take-out Investor and is eligible for sale to and insurance or guaranty by, respectively the applicable Take-out Investor and applicable insurer. Each Take-out Commitment is a legal, valid and binding obligation of Seller enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(aj)Credit Score and Reporting. If required, full, complete and accurate information with respect to the Mortgagor’s credit file was furnished to Equifax, Experian and Trans Union Credit Information in accordance with the Fair Credit Reporting Act and its implementing regulations.

(ak)Other Encumbrances. Any property subject to any security interest given in connection with such Purchased Mortgage Loan is not subject to any other encumbrances other than a stated first mortgage, if applicable, and encumbrances which may be allowed under the Underwriting Guidelines.

(al)Description. Each Purchased Mortgage Loan conforms in all material respects to the description thereof as set forth on the related Asset Schedule delivered to the Custodian and Buyer.

(am)Located in U.S. No collateral (including, without limitation, the related real property and the dwellings thereon and otherwise) relating to a Purchased Mortgage Loan is located in any jurisdiction other than in one of the fifty (50) states of the United States of America or the District of Columbia.

(an)Underwriting Guidelines. Each Purchased Mortgage Loan has been originated in accordance with the Underwriting Guidelines (including all supplements or amendments thereto) in effect as of the date of the Transaction is entered into and as previously provided to Buyer.

(ao)Primary Mortgage Guaranty Insurance. If required by the applicable Loan Program Authority, after the funding of the Purchased Mortgage Loan and payment of any premium thereafter, each Mortgage Loan is insured as to payment defaults by a policy of primary mortgage guaranty insurance in the amount required where applicable, and by an insurer approved, by the applicable Take-out Investor, if applicable, and all provisions of such primary mortgage guaranty insurance have been and are being complied with, such policy is in full force

Schedule 1[-A]-9

and effect, and all premiums due thereunder have been paid. Each Purchased Mortgage Loan which is represented to Buyer to have, or to be eligible for, FHA insurance is insured, or eligible to be insured, pursuant to the National Housing Act. Each Purchased Mortgage Loan which is represented by Seller to be guaranteed, or to be eligible for guaranty, by the VA is guaranteed, or eligible to be guaranteed, under the provisions of Chapter 37 of Title 38 of the United States Code. As to each FHA insurance certificate or each VA guaranty certificate, Seller has complied with applicable provisions of the insurance for guaranty contract and federal statutes and regulations, all premiums or other charges due in connection with such insurance or guarantee have been paid, there has been no act or omission which would or may invalidate any such insurance or guaranty, and the insurance or guaranty is, or when issued, will be, in full force and effect with respect to each Mortgage Loan. There are no defenses, counterclaims, or rights of setoff affecting the Mortgage Loans or affecting the validity or enforceability of any private mortgage insurance or FHA insurance applicable to the Mortgage Loans or any VA guaranty with respect to the Mortgage Loans.

(ap)Predatory Lending Regulations; High Cost Loans. None of the Mortgage Loans are classified as High Cost Mortgage Loans.

(aq)FHA Mortgage Insurance; VA Loan Guaranty; USA Mortgage Loan Guaranty. With respect to each Mortgage Loan to be insured or guaranteed by the FHA, the VA or the USDA, (i) all insurance or guaranty premiums or payments payable to the applicable Loan Program Authority in connection with such Mortgage Loan were paid within the timeframe required by such agency to avoid the imposition of any late fees or penalty fees, (ii) Seller has submitted all documents required by and in accordance with the timeframes established by the applicable Loan Program Authority to insure such Mortgage Loan (regardless of whether such documents are required to be contained in the related servicing file) (iii) there has been no notice, indication of ineligibility or rejection of the Mortgage Loan and there exists no impairment to full recovery without indemnity from the related Loan Program Authority, and (iv) the related insurance contract, guaranty agreement and each similar agreement, as applicable, (x) is in full force and effect, all necessary steps have been taken to keep such guaranty or insurance valid, binding and enforceable and each of such is the binding, valid and enforceable obligation of the related Loan Program Authority to the full extent thereof, without surcharge, set-off or defense, or, (y) is not yet in full force and effect, all required documentation has been successfully submitted to the appropriate agency within the time frame set forth in clause (ii) above and Seller has provided Buyer any evidence or information requested by Buyer necessary for Buyer to verify compliance with (ii) above and that the related insurance or guaranty premiums or payments have been made.

(ar)LTV; CLTV. The LTV and CLTV, as applicable, of any Purchased Mortgage Loan at origination was in accordance with the applicable Loan Program Authority’s guidelines, or such other percentage approved by the Buyer in writing.

(as)No Adverse Selection. Such Purchased Mortgage Loan was not intentionally selected by the Seller in a manner intended to adversely affect the interest of the Buyer.

(at)Single Mortgage Note. There is only one executed Mortgage Note (or in the case of an eNote, a single Authoritative Copy); provided, however, that if there is more than one signed note, then each page of such additional note will have “Duplicate,” “Copy” or similar language clearly stamped on it.

(au)Acceptable Investment. There are no circumstances or conditions exists with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit standing that can reasonably be expected to cause private institutional investors to regard the

Schedule 1[-A]-10

Purchased Mortgage Loan as an unacceptable investment, or adversely affect the value or marketability of the Purchased Mortgage Loan.

(av)Environmental Matters. The Mortgaged Property is free from any and all toxic or hazardous substances and there exists no violation of any local, state or federal environmental law, rule or regulation. There is no pending action or proceeding directly involving any Mortgaged Property in which compliance with any environmental law, rule or regulation is an issue; and nothing further remains to be done to satisfy in full all requirements of each such law, rule or regulation existing as a prerequisite to use and enjoyment of said property.

(aw)Regarding the Mortgagor. The Mortgagor is one or more natural persons and/or trustees for an Illinois land trust or a trustee under a “living trust” and such “living trust” is in compliance with the applicable Take-out Investor guidelines for such trusts.

(ax)Insurance. Seller has caused or will cause to be performed any acts required to preserve the rights and remedies of Buyer in any insurance policies applicable to the Purchased Mortgage Loans including, without limitation, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of coinsured, joint loss payee and mortgagee rights in favor of Buyer.

(ay)Simple Interest Mortgage Loans. None of the Purchased Mortgage Loans are simple interest Mortgage Loans.

(az)Prepayment Fee. With respect to each Purchased Mortgage Loan that has a prepayment fee feature, each such prepayment fee is enforceable and was originated in compliance with all applicable federal, state and local laws and regulations and will be enforced by Seller for the benefit of Buyer, and is only payable during the first three (3) years of the term of the Purchased Mortgage Loan. The Mortgagor received a benefit in exchange for accepting such prepayment fee.

(ba)Flood Certification Contract. Seller shall have obtained a life of loan, transferable flood certification contract for each Purchased Mortgage Loan and such contract is assignable to Buyer.

(bb)Endorsements. Each Mortgage Note has been endorsed by a duly authorized officer of Seller for its own account and not as a fiduciary, trustee, trustor or beneficiary under a trust agreement.

(bc)Accuracy of Information. All information provided to Buyer by Seller with respect to the Purchased Mortgage Loans, including but not limited to, any information contained in the Mortgage File, is accurate in all material respects.

(bd)Single Premium Credit Insurance. No Mortgagor is offered or required to purchase single premium credit insurance in connection with the origination of the related Purchased Mortgage Loan.

(be)Patriot Act. Seller has complied with all applicable anti money laundering laws and regulations, including, without limitation, the Patriot Act. No Purchased Mortgage Loan is subject to nullification pursuant to the Executive Order or the regulations promulgated by OFAC (the “OFAC Regulations”) or in violation of the Executive Order or the OFAC Regulations, and no Mortgagor is subject to the provisions of such Executive Order or the OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC Regulations.

Schedule 1[-A]-11

(bf)MERS Designated Mortgage Loans. With respect to each MERS Designated Mortgage Loans, a mortgage identification number has been assigned by MERS and such mortgage identification number is accurately provided on the Asset Schedule. The related Assignment of Mortgage to MERS has been duly and properly recorded. With respect to each MERS Designated Mortgage Loan, no Mortgagor has received any notice of liens or legal actions with respect to such Mortgage Loan and no such notices have been electronically posted by MERS.

(bg)MOM Mortgage Loans. With respect to each MOM Mortgage Loan, Seller has not received any notice of liens or legal actions with respect to such Mortgage Loan and no such notices have been electronically posted by MERS.

(bh)Authorized Funds Recipient. To the Seller’s knowledge, any related settlement or closing agent has fully disbursed all proceeds received from Buyer in accordance with the related HUD-1 form or closing disclosure, as applicable.

(bi)Ability to Repay. Before originating the Purchased Mortgage Loan, the originator made a reasonable and good faith determination that the borrower would have a reasonable ability to repay the loan according to its terms, in accordance with the “ability to repay” standards of the federal Truth in Lending Act, 15 U.S.C. 1639c(a), and Regulation Z, 12 C.F.R. 1026.43, as may be amended from time to time.

(bj)Qualified Mortgage. Each Purchased Mortgage Loan is “Qualified Mortgage” as defined in Regulation Z, 12 C.F.R. 1026.43(e) as may be amended from time to time.

(bk)USDA Mortgage Loans. With respect to each USDA Mortgage Loan, such Purchased Mortgage Loan was originated and either (i) has been submitted for guaranty and not rejected and is eligible to be guaranteed in accordance with the USDA’s Guaranteed Rural Housing Loan Program or (ii) is guaranteed in accordance with the USDA’s Guaranteed Rural Housing Loan Program.

(bl)FICO Floor. Other than with respect to those Government Mortgage Loans originated in connection with any “streamline refinance program”, the FICO score of each Purchased Mortgage Loan meets or exceeds [****]. Notwithstanding the foregoing, to the extent the Purchased Mortgage Loan is a Jumbo Mortgage Loan, the FICO score of such Purchased Mortgage Loan meets or exceeds the greater of (x) [****} or (y) such other FICO score allowable pursuant to the Underwriting Guidelines in effect as of the date of origination of such Mortgage Loan.

(bm)TRID Compliance. With respect to each Purchased Mortgage Loan where the Mortgagor’s loan application for the Purchased Mortgage Loan was taken on or after October 3, 2015, such Purchased Mortgage Loan was originated in compliance with the TILA-RESPA Integrated Disclosure Rule.

(bn)Closing Protection Letter. With respect to each Purchased Mortgage Loan that is a Wet-Ink Mortgage Loan (other than a Mortgage Loan originated in the State of New York), Seller has obtained an ALTA closing protection letter which provides indemnification for Buyer for losses arising from the Closing Agent’s fraud, theft, dishonesty, negligence or failure to follow written closing instructions, in form and substance acceptable to Buyer. If such closing protection letter is not addressed to Buyer, such closing protection letter shall provide that Buyer and any assignee of Buyer are protected by such letter as if it were addressed directly to them.

Schedule 1[-A]-12

(bo)Wet-Ink Mortgage Loans. With respect to each Purchased Mortgage Loan that is a Wet-Ink Mortgage Loan, the Closing Agent has been instructed in writing by Seller to hold the related Mortgage File as agent and bailee for Buyer and to promptly forward such Mortgage File in accordance with the provisions of the Custodial and Disbursement Agreement and the escrow instruction letter, if any.

(bp)eNote Legend. If the Mortgage Loan is an eMortgage Loan, the related eNote contains the Agency-Required eNote Legend.

(bq)eNotes. With respect to each eMortgage Loan, the related eNote satisfies all of the following criteria:

d.the eNote bears a digital or electronic signature;

e.the Hash Value of the eNote indicated in the MERS eRegistry matches the Hash Value of the eNote as reflected in the eVault;

f.there is a single Authoritative Copy of the eNote, as applicable and within the meaning of Section 9-105 of the UCC or Section 16 of the UETA or Section 7021 of E-Sign, as applicable, that is held in the eVault;

g.the Location status of the eNote on the MERS eRegistry reflects the MERS Org ID of the Custodian;

h.the Controller status of the eNote on the MERS eRegistry reflects the MERS Org ID of Buyer;

i.the Delegatee status of the eNote on the MERS eRegistry reflects the MERS Org ID of Custodian;

j.the Master Servicer Field status of the eNote on the MERS eRegistry reflects the MERS Org ID of the Seller;

k.the Subservicer Field status of the eNote on the MERS eRegistry (i) reflects, if there is a third-party subservicer, such subservicer's MERS Org ID or (ii) if there is not a subservicer, is blank;

l.there is no Control Failure, eNote Replacement Failure or Unauthorized Master Servicer or Subservicer Modification with respect to such eNote;

m.the eNote is a valid and enforceable Transferable Record or comprises "electronic chattel paper" within the meaning of the UCC;

n.there is no defect with respect to the eNote that would result in Buyer having less than full rights, benefits and defenses of "Control" (within the meaning of the UETA or the UCC, as applicable) of the Transferable Record; and

o.the single Authoritative Copy of the eNote is maintained electronically and has not been papered-out, nor is there another paper representation of such eNote.

Schedule 1[-A]-13

SCHEDULE 1-B

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO
POOLED MORTGAGE LOANS

Seller makes the following representations and warranties to Buyer with respect to each Pooled Mortgage Loan, as of the Purchase Date for such Mortgage Loan and at all times while such Pooled Mortgage Loan is subject to a Transaction hereunder.

(a)Agency Approvals. To the extent required by applicable law or necessary to issue and/or service, as applicable, an Agency Security, the Seller and Servicer possess all Agency Approvals and are in good standing with each Agency. No event has occurred, and neither Seller nor Servicer has any knowledge that an event may occur, prior to the issuance of the Agency Security (including a change in insurance coverage), which would either make Seller or Servicer, as applicable, unable to comply with the eligibility requirements for maintaining all such Agency Approvals or require notification to the relevant Agency or to HUD, FHA or VA. To Seller’s knowledge, Servicer has adequate financial standing, servicing facilities, procedures and experienced personnel necessary for the sound servicing of Mortgage Loans of the same types as may from time to time constitute Pooled Mortgage Loans and in accordance with Accepted Servicing Practices.

(b)Agency Eligibility. Each Pooled Mortgage Loan is an Agency Eligible Mortgage Loan.

(c)[Reserved].

(d)Aggregate Principal Balance. The Cut-off Date Principal Balance respecting each Pooled Mortgage Loan shall be at least equal to the original unpaid principal balance of the Agency Security for the Pooled Mortgage Loans designated to be issued.

(e)Committed Mortgage Loans. The Agency Security to be issued on account of the Pooled Mortgage Loans is covered by a Take-out Commitment, does not exceed the availability under such Take-out Commitment. Each Take-out Commitment is a legal, valid and binding obligation of Seller enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(f)Certification. With respect to Pooled Mortgage Loans being placed in an Agency Security, the Custodian has certified such Pooled Mortgage Loans to the applicable Agency for the purpose of being swapped for an Agency Security backed by such pool, in each case, in accordance with the terms of the applicable Agency guidelines.

(g)Sole Subscriber. As to the Agency Security being issued with respect to Pooled Mortgage Loans, Buyer or the agent under the Joint Securities Account Control Agreement has been listed as the sole subscriber thereto.

(h)No Securities Issuance Failure. With respect to each Pooled Mortgage Loan being placed in an Agency Security, no Securities Issuance Failure shall have occurred.

Schedule 1-B-1

LEGAL02/41029716v4

SCHEDULE 2

AUTHORIZED REPRESENTATIVES

SELLER

[xxxx]	Address: 26642 Towne Centre Drive, Foothill Ranch, CA 92610
[xxxx] [xxxx]	Address: 26642 Towne Centre Drive, Foothill Ranch, CA 92610

SELLER

Any of the persons whose signatures and titles appear below are authorized, acting singly, to act for Seller under this Agreement:

Name Title Signature

[xxxx]	[xxxx]
[xxxx] [xxxx] [xxxx]	[xxxx] [xxxx] [xxxx]

BUYER NOTICES

Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

[xxxx]

[xxxx]

With a copy to:

Schedule 2-1

LEGAL02/41029716v4

Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attn: Legal Department

BUYER AUTHORIZATIONS

Any of the persons whose signatures and titles appear below, including any other authorized officers, are authorized, acting singly, to act for Buyer under this Agreement:

Name	Title	Signature
[xxxx]	[xxxx]
[xxxx]	[xxxx]
[xxxx]	[xxxx]
[xxxx]	[xxxx]

Schedule 2-2

LEGAL02/41029716v4

SCHEDULE 3

INDEBTEDNESS OF SELLER

[see attached]

Schedule 3-1

LEGAL02/41029716v4

EXHIBIT A

[RESERVED]

Exhibit A-1

LEGAL02/41029716v4

EXHIBIT B

[RESERVED]

Exhibit B-1

LEGAL02/41029716v4

EXHIBIT C

EVIDENCE OF BUYER LISTED AS LOSS PAYEE
OF SELLER’S FIDELITY INSURANCE POLICY, ERRORS AND OMISSIONS INSURANCE POLICY, AND PROFESSIONAL LIABILITY INSURANCE POLICY

[SEE ATTACHED]

Exhibit C-1

LEGAL02/41029716v4

EXHIBIT D

FORM OF SECTION 8 CERTIFICATE

Reference is hereby made to the Master Repurchase Agreement and Securities Contract dated as of September 23, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), between loanDepot.com, LLC (the “Seller”) and Bank of Montreal (the “Buyer”). Pursuant to the provisions of Section 8 of the Agreement, the undersigned hereby certifies that:

1.    It is __ a natural individual person, __ treated as a corporation for U.S. federal income tax purposes, __ disregarded for federal income tax purposes (in which case a copy of this Section 8 Certificate is attached in respect of its sole beneficial owner), or treated as a partnership for U.S. federal income tax purposes (one must be checked).

2.    It is the beneficial owner of amounts received pursuant to the Agreement.

3.    It is not a bank, as such term is used in section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), or the Agreement is not, with respect to the undersigned, a loan agreement entered into in the ordinary course of its trade or business, within the meaning of such section.

4.    It is not a 10-percent shareholder of Seller within the meaning of section 871(h)(3) or 881(c)(3)(B) of the Code.

5.    It is not a controlled foreign corporation that is related to Seller within the meaning of section 881(c)(3)(C) of the Code.

6.    Amounts paid to it under the Facility Documents are not effectively connected with its conduct of a trade or business in the United States.

[NAME OF UNDERSIGNED]

By:

Title:

Exhibit D-1

LEGAL02/41029716v4

EXHIBIT E

ASSET SCHEDULE FIELDS

Field	Description
RECORDTYPE	Hardcoded value for DB
Funding Date	This needs to be the date the wire is sent out
SOURCEAPP	Hardcoded value for DB - to be assigned
RECORDTYPE0	Hardcoded value for DB
WIRETYPE	Hardcoded value for DB
TOTALSUBLEDGERREC	Hardcoded value for DB
RECORDTYPE1	Hardcoded value for DB
Bank ABA	The ABA # for the bank receiving the wire
REPETITIVEPROFILEID	NULL
CLEARINGACCT	Hardcoded value for DB
Wire Amount	Amount of the individual wire being sent
PMTTYPE	Hardcoded value for DB
Account Name	Just need the city and state of the bank receiving the wire
BENEFICIARYTYPE	Hardcoded value for DB
BENEFICIARYIDTYPE	Hardcoded value for DB
Account Number	Please make sure that this is a text column in case of leading zeroes. The account # for the recipient of the wire
Account Name	Name of company receiving funds. Usually a Title Company, Escrow Agent, Closing Attorney
Loan Number	loan number assigned to loan
Borrower Last Name	The borrowers last name.
Loan Face Amount	The original balance from the face of the note
UPB	The current balance
Note Rate	The original note rate from the face of the note
USERDEFINED	NULL
Funding Date	This needs to be the date the wire is sent out
REPETITIVEDETAIL	NULL
CMSCOMMENT	Hardcoded value for DB - to be assigned
RECORDTYPE2	Hardcoded value for DB
SUBLEDGER	Hardcoded value for DB
SUBLEDGERACCT	Hardcoded value for DB - to be assigned
Wire Amount	Amount of the individual wire being sent
TRANSACTIONCODE	Hardcoded value for DB
RECORDTYPET	Hardcoded value for DB

Exhibit E-1

LEGAL02/41029716v4

Number of Wires	The number of wires to be sent in the batch
Total Wire Amount	Sum of column AD
Bank Name	Name of the bank receiving the funds
LOAN_TYPE	Hardcoded value for DB
Additional Instructions 1 (For further credit)	Further credit
Additional Instructions 2 (For further credit)	Further credit
Wire Comments or Escrow Num	escrow # or Wire Comments
Customer ID	unique ID assigned to customer
Funding Date	Date loan is to be funded
LOB	Determines if the funding is dry or wet
Loan Number	Seller loan number
Borrower Last Name	Borrower Last Name
Borrower First Name	Borrower First Name
Borrower SSN	Borrower SSN
Borrower DOB	Borrower DOB
Loan Face Amount	Full amount of original loan
UPB	Current UPB
Note Rate	Original Note rate
Note Date	Date note is signed
Term (months)	Original term of loan in months
Orig Amort Term (months)	Original amortization term
Maturity Date	Maturity date stated on note
ARM Flag	Determines if the rate is adjustable or fixed
Loan Program (BMO)	BMO loan program
Jumbo Flag	Determines if the loan is jumbo or conforming
Agency	FN - FNMA GN - GNMA FG - FHLMC FHA - GNMA VA - GNMA USDA NA – NonAgency
Program Name (Customer)	Client loan program
Property Street Address	Property Street Address
Property City	Property City
Property State	Property State
Property Zip	Property Zip
Property County Name	Property Count Name
Borrower 2 Last Name	Borrower 2 Last Name
Borrower 2 First Name	Borrower 2 First Name

Exhibit E-2

LEGAL02/41029716v4

Borrower 2 DOB	Borrower 2 DOB
Borrower 2 SSN	Borrower 2 SSN
Bulk Wire Flag	If Y, all loans with same wire instructions on the same batch will wire together
Wire Amount	Full amount to be wires to closing / correspondent
Bank Name	Bank receiving funds
Bank ABA	Bank ABA
Account Name	Account receiving funds
Account Number	Account Number receiving funds
Additional Instructions 1 (For further credit)	Reference info on wire Also used for further credit info
Additional Instructions 2 (For further credit)	Reference info on wire Also used for further credit info
Wire Comments or Escrow Num	Wire Comments or Escrow Num
Payee Address	Address for Bank receiving wire
Payee City	City for Bank receiving wire
Payee State	State for Bank receiving wire
Payee Zip	Zip for Bank receiving wire
Closing Agent	Name of closing agent
Closing Agent Address	Closing Agent Address
Closing Agent Contact Name	Closing Agent Contact Name
Closing Agent Phone Number	Closing Agent Phone Number
Correspondent Name	Name of Correspondent
MERS ID / MIN Number	MERS ID Number
Servicer MERS Org ID	Servicer MERS Org ID
Investor MERS Org ID	Investor MERS Org ID
MERS Flag	Determines if the loan is registered on MERS or not
Occupancy Code	N = Non-owner / Investor Property O = Owner occupied S = second / vacation home
Loan Purpose Code	P = Purchase R = Refinance C, CR = Cashout Refi X = Streamline Refi
Property Type	1FAM = 1 family 2FAM = 2 family 3FAM = 3 family 4FAM = 4 family COND = Condo COOP = Co-Op M = Manufactured Housing P = PUD Housing TOWN = Town House

Exhibit E-3

LEGAL02/41029716v4

Units	1 2 3 4
Documentation Type	F = Full S = Stated N = No Income FULL LIMITED NO DOC LOAN
Original Appraisal Value	Original Appraisal Value
Sales Price	Purchase price
LTV	Loan to value
CLTV	Combined loan to value
DTI	Debt to income ratio
FICO	Borrower 1 FICO
Borrower 2 FICO	Borrower 2 FICO
Balloon Flag	Determines if the loan is a balloon loan or not
Channel	Origination channel - (Retail, Wholesale, etc.)
FHA/VA Case #	FHA/VA loan ID
Lien Position	Seniority of lender's claim on the loans' collateral (home)
Subordinate Lien Amount	For 1st lien, balance of any junior liens
Senior Lien Balance	For a 2nd lien, the balance of all senior liens
Note Index Code	Market index used to reset loan interest rate (ARMs only)
Margin	Spread added to market index rate to calculate new rate (ARMs only)
First Reset Date	First reset date [ARM only]
First Reset Date	Months to First Rate Reset (ARMs only)
PmtResetDtFirst	First Pmt Reset Date (valid for ARMs only)
Initial Rate Cap	First Rate Cap on ARM loan
Rate Adjustment Frequency	Time between resets, in months [ARM only]
Period ARM Cap	The maximum permissible annual adjustment, upward or downward, in the Certificate Rate.
arm_lookback	Lookback period in days for ARM adjustment
armround	For an ARM loan, the number of decimal places to which a Note Rate will be rounded after an interest rate adjustment.
Lifetime Max Interest Rate	Lifetime Max Interest Rate
Lifetime Min Interest Rate	Lifetime Min Interest Rate
Takeout Investor	Investor buying the loan or 'HEDGED'
Takeout Sale Price	Sale Price to the investor
Commitment Number	Commitment Number with investor

Exhibit E-4

LEGAL02/41029716v4

Commitment Expiration Date	Date the commitment expires
MI Cert #	Mortgage Insurance certificate number
PMI Company	Company providing PMI
PMI Coverage	% of loan covered by insurance
LPMI % Fee	Lender paid MI
APR	APR
Section32	Determines if the loan is a section 32 loan
AUS Name	Automated underwriting system name
AUS Number	Automated Underwriting System rating
AUS Response	Automated Underwriting System response
Bankruptcy filing date	Date borrower previously filed for bankruptcy
E-note Flag	Determines if the loan is an electronic mortgage loan
AgencyRefiReliefFlag	Indicates loans that have received DU Refi Plus or Relief Refinance from Fannie or Freddie. This flag is to be used in capping loan level pricing adjustments.
Home Ready_Home Possible	Defines if loan is Home Ready (FNMA) or Home Possible (FHLMC)
EnhancedReliefRefi	Defines if loan is an Enhanced Relief Refi
203K Flag	Defines if loan is a Rehab loan
MH Advantage Flag	Defines if loan is a MH Advantage loan
AffordableFlag	When true, indicates that the loan program is classified as an affordable program (or community second)
Self-Employed Flag	Indicates whether borrower is self employed
Foreign National	Indicates whether borrower is a foreign national
IO Indicator	Determines if the loan is an interest only loan
Interest Only Term	Term in months the loan is IO
Servicer	Name of servicer for loan
Paid to Date	Last payment made on the loan
First Payment Date	First payment date on the loan
Next Payment Date	Next Payment Due Date
Servicing Cutoff Period	Cutoff date from servicer tape - may differ from AsOfDt if balances have been rolled
Prepay Months	Prepay penalty period in months. 0 if no prepay penalty on loan
Prepayment Penalty Description	String describing prepay penalty terms
Residual Income	Residual Income, if applicable, as calculated by the originator under its own guidelines for Borrower
Delinquency Status	How many days the borrower is delinquent on the loan

Exhibit E-5

LEGAL02/41029716v4

Current Rate	Current loan rate
Current P&I Amount	Current payment amount

Exhibit E-6

LEGAL02/41029716v4

EXHIBIT F

FORM OF POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that loanDepot.com, LLC (“Seller”) hereby irrevocably constitutes and appoints Bank of Montreal (“Buyer”) and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Seller and in the name of Seller or in its own name, from time to time in Buyer’s discretion:

(a)    in the name of Seller, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any assets purchased by Buyer under the Master Repurchase Agreement and Securities Contract (as amended, restated or modified) dated as of September 23, 2021 (the “Assets”), and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Buyer for the purpose of collecting any and all such moneys due with respect to any other assets whenever payable;

(b)    to pay or discharge taxes and liens levied or placed on or threatened against the Assets;

(c)    (i) to direct any party liable for any payment under any Assets to make payment of any and all moneys due or to become due thereunder directly to Buyer or as Buyer shall direct; (ii) to send “goodbye” letters on behalf of Seller and Servicer; (iii) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Assets; (iv) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Assets; (v) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Assets or any proceeds thereof and to enforce any other right in respect of any Assets; (vi) to defend any suit, action or proceeding brought against Seller with respect to any Assets; (vii) to settle, compromise or adjust any suit, action or proceeding described in clause (vi) above and, in connection therewith, to give such discharges or releases as Buyer may deem appropriate; and (viii) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Assets as fully and completely as though Buyer were the absolute owner thereof for all purposes, and to do, at Buyer’s option and Seller’s expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Assets and Buyer’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as Seller might do;

(d)    for the purpose of carrying out the transfer of servicing with respect to the Assets from Seller to a successor servicer appointed by Buyer in its sole discretion and to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish such transfer of servicing, and, without limiting the generality of the foregoing, Seller hereby gives Buyer the power and right, on behalf of Seller, without assent by Seller, to, in the name of Seller or its own name, or otherwise, prepare and send or cause to be sent “good-bye” letters to all mortgagors under the Assets, transferring the servicing of the Assets to a successor servicer appointed by Buyer in its sole discretion;

(e)    for the purpose of delivering any notices of sale to mortgagors or other third parties, including without limitation, those required by law.

Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.

Exhibit F-1

LEGAL02/41029716v4

Seller also authorizes Buyer, from time to time, to execute, in connection with any sale, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Assets.

The powers conferred on Buyer hereunder are solely to protect Buyer’s interests in the Assets and shall not impose any duty upon it to exercise any such powers. Buyer shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Seller for any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct.

TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OF SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND BUYER ON ITS OWN BEHALF AND ON BEHALF OF BUYER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT.

[REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURES FOLLOW.]

Exhibit F-2

LEGAL02/41029716v4

IN WITNESS WHEREOF Seller has caused this power of attorney to be executed this ___ day of __________, 2021.

LOANDEPOT.COM, LLC

(Seller)

By:

Name:

Title:

Exhibit F-3

LEGAL02/41029716v4

ACKNOWLEDGEMENT

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California     )

County of Orange )

On _______________________________, before me, ___________________________a Notary Public personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature______________________________ (SEAL)

Exhibit F-4

LEGAL02/41029716v4

EXHIBIT G

FORM OF OFFICER’S COMPLIANCE CERTIFICATE

[xxxx]

Exhibit G-1

LEGAL02/41029716v4

Exhibit G-2

LEGAL02/41029716v4

EXHIBIT H

FORM OF SECURITY RELEASE CERTIFICATION

[DATE]

Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

[xxxx]

Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attn: Legal Department

    Re: Security Release Certification

Effective as of [___], [_______] hereby relinquishes any and all right, title and interest it may have in and to the Mortgage Loans described in Schedule 1 attached hereto upon purchase thereof by [Bank of Montreal] (“Buyer”) from Seller named below pursuant to that certain Master Repurchase Agreement, dated as of [___] as of the date and time of receipt by [______] of $[___] for such Mortgage Loans (the “Date and Time of Sale”) and certifies that all notes, mortgages, assignments and other documents in its possession relating to such Mortgage Loans have been delivered and released to Seller named below or its designees as of the Date and Time of Sale.

    Name and address of Lender:

[Custodian]

[ ]

For Credit Account No. [ ]

Attention: [ ]

Phone: [ ]

Further Credit [ ]    

[NAME OF WAREHOUSE LENDER]

By:__________________________

Name:

Title:

Seller named below hereby certifies to Buyer that, as of the Date and Time of Sale of the above mentioned Mortgage Loans to Buyer, the security interests in the Mortgage Loans released by the above named [corporation] comprise all security interests relating to or affecting any and all such Mortgage Loans. Seller warrants that, as of such time, there are and will be no other security interests affecting any or all of such Loans.

Exhibit G-1

LEGAL02/41029716v4

LOANDEPOT.COM, LLC

By:__________________________

Name:

Title:

Exhibit G-2

LEGAL02/41029716v4

Schedule 1 to Security Release Certification

Exhibit G-3

LEGAL02/41029716v4

EX-10.17

Certain confidential information contained in this document, marked by “[***]”, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

EXECUTION VERSION

TIAA BANK
301 W. Bay Street

Jacksonville, FL 32202

loanDepot.com, LLC
26642 Towne Centre Drive
Foothill Ranch, California 92610
Attention: Patrick Flanagan

Re: Fourth Amendment to Amended and Restated Master Repurchase Agreement and Amended and Restated Pricing Letter (“Fourth Amendment”)

This Fourth Amendment is made September 28, 2022, (the “Amendment Effective Date”), to that certain Amended and Restated Master Repurchase Agreement, dated November 15, 2021, as amended (the “Repurchase Agreement”) and the Amended and Restated Pricing Letter, dated November 15, 2021, as amended (the “Pricing Letter”), in each case by and among LoanDepot.com LLC, as the seller (the “Seller”), TIAA, FSB, formerly known as EverBank (“TIAA Bank”), as administrative agent (in such capacity, the “Administrative Agent”) for the Buyers and as a buyer, and Signature Bank (“Signature Bank”), as a buyer (together with TIAA Bank, the “Buyers”). The Repurchase Agreement and the Pricing Letter are sometimes hereinafter collectively referred to as the “Agreement”.

WHEREAS, Seller requested that Buyers amend the Agreement as provided herein; and

WHEREAS, Seller and Buyers have agreed to so amend the Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to amend the Agreement as follows:

SECTION 1.Definitions. The following terms shall have the meanings set forth below.

“203K Loans” shall mean first lien Mortgage Loans that meet all the requirements for mortgage insurance issued by the Federal Housing Authority under the Section 203(k) Rehabilitation Insured Mortgage Program.

“Adjusted Indebtedness” shall mean, [xxxx].

“Adjusted Net Income” shall mean [xxxx].

“Adjusted Tangible Net Worth” shall mean, [xxxx].

“Aged Jumbo Mortgage Loan” shall mean a Jumbo Mortgage Loan (Standard Limit) subject to a Transaction hereunder for more than [xxxx] days but not more than [xxxx] days.

“Aged Mortgage Loan” shall mean a Mortgage Loan, other than a Jumbo Mortgage Loan, a Low FICO Government Loan, a 203K Loan or a Manufactured Housing Mortgage Loan, subject to a Transaction hereunder for more than [xxxx] days but not more than [xxxx] days.

“Aged State Agency Program Loan” shall mean a State Agency Program Loan subject to a Transaction hereunder for more than [xxxx] days but not more than [xxxx] days.

“Aging Limit” shall mean (a) [xxxx] days following the Purchase Date for Mortgage Loans other than Aged Mortgage Loans and Jumbo Mortgage Loans (Standard Limit), and (b) [xxxx] days following the Purchase Date for Aged Mortgage Loans and Jumbo Mortgage Loans (Standard Limit).

“Annual Financial Statement Date” shall mean December 31, 2020.

“Approved Mortgage Product” shall mean the following mortgage products approved by the Buyers for Transactions under the Agreement: Conforming Mortgage Loans, Eligible Government Mortgage Loans, Jumbo Mortgage Loans, Low FICO Government Loans, State Agency Program Loans, Manufactured Housing Mortgage Loans, 203K Loans, Wet Mortgage Loans and Aged Mortgage Loans. In no event shall an Ineligible Product be an Approved Mortgage Product.

“Buyer’s Facility Sum” shall mean $[xxxx] with respect to TIAA Bank and $[xxxx]with respect to Signature Bank.

“Cash Equivalents” shall mean [xxxx].

“Change in Control” shall mean:

(a)any event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, other than the Permitted Holders becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended) of the equity securities of loanDepot, Inc., a Delaware corporation, entitled to vote for members of the board of directors or equivalent governing body of Seller on a fully-diluted basis; or

(b)[reserved]; or

(c)the sale, transfer, or other disposition of all or substantially all of Seller’s assets (excluding any such action taken in connection with any securitization transaction); or

(d)the consummation of a merger or consolidation of Seller with or into another entity or any other corporate reorganization (in one transaction or in a series of transactions) if more than 50% of the combined voting power of the continuing or surviving entity’s Capital Stock outstanding immediately after such merger,

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consolidation or such other reorganization is owned by persons who were not owners of Seller immediately prior to such merger, consolidation or other reorganization.; or

(a) a majority of the seats on the Board of Directors are no longer occupied by the members holding said seats as of the date of this Agreement.

“Concentration Category” shall mean, with respect to Mortgage Loans, each category set forth under the heading “Concentration Category” in the table included in the definition of “Concentration Limit.”

“Concentration Limit” shall mean, as of any date of determination, with respect to the Eligible Mortgage Loans included in any Concentration Category, the applicable amount that the aggregate Purchase Price for such Eligible Mortgage Loans may not at any time exceed, as set forth in the below table.

Concentration Category	Concentration Limit (percentages based on Maximum Purchase Amount)
Wet Mortgage Loans	[xxxx]
Jumbo Mortgage Loans	[xxxx]
Jumbo Mortgage Loans (Specialty)	[xxxx]
Delegated Jumbo Mortgage Loans	[xxxx]
Low FICO Government Loans	[xxxx]
203K Loan	[xxxx]
State Agency Program Loans	[xxxx]
Manufactured Housing Mortgage Loans	[xxxx]
Aged Mortgage Loans	[xxxx]

“Conforming Mortgage Loan” shall mean a Mortgage Loan (other than a 203K Loan, a State Agency Program Loan, or a Manufactured Housing Mortgage Loan) that conforms to the requirements of an Agency for securitization or cash purchase, and which has a FICO score of at least [xxxx].

“Delegated Jumbo Mortgage Loans” shall mean Jumbo Mortgage Loans (Standard Limit) that are not subject to a takeout commitment from an investor.

“Due Diligence Cap” shall mean $[xxxx].

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“Eligible Government Mortgage Loan” shall mean a Government Mortgage Loan (other than a Manufactured Housing Mortgage Loan) which has a FICO score of at least 620.

“ERISA Liability Threshold” shall mean $[xxxx].

“Fidelity Insurance Requirement” shall mean (a) $[xxxx] for fidelity coverage, with a maximum deductible of $[xxxx], and (b) $[xxxx] for errors and omissions coverage, with a maximum deductible of $[xxxx].

“Financial Reporting Party” shall mean Seller.

“FMV Adjustments” shall mean [xxxx].

“Ineligible Product” shall mean any mortgage product that is not an Approved Mortgage Product.

“Jumbo Mortgage Loan” is a collective reference to Jumbo Mortgage Loans (Specialty), Jumbo Mortgage Loans (Standard Limit) and Delegated Jumbo Mortgage Loans.

“Jumbo Mortgage Loans (High DTI)” shall mean a Mortgage Loan (i) with a principal balance of not more than [xxxx] Dollars ($[xxxx]) (ii) that except with respect to (x) the original principal balance thereof and (y) the Debt-to-Income Ratio, conforms to the requirements for securitization or cash purchase by an Agency, (iii) that has a FICO score of at least [xxxx], (iv) with a Loan-to-Value Ratio no greater than [xxxx]%, (v) has a Debt-to-Income Ratio greater than [xxxx]% and not to exceed [xxxx]%, (vi) is fully amortizing, and (vii) that is subject to a Takeout Commitment from a Takeout Investor.

“Jumbo Mortgage Loans (High LTV)” shall mean a Mortgage Loan (i) with a principal balance of not more than [xxxx] Dollars ($[xxxx]) (ii) that except with respect to (x) the original principal balance thereof and (y) the Debt-to-Income Ratio, conforms to the requirements for securitization or cash purchase by an Agency, (iii) that has a FICO score of at least [xxxx], (iv) with a Loan-to-Value Ratio no greater than [xxxx]%, (v) has a Debt-to-Income Ratio not to exceed [xxxx]%, (vi) is fully amortizing, and (vii) that is subject to a Takeout Commitment from a Takeout Investor.

“Jumbo Mortgage Loans (IO)” shall mean a Mortgage Loan (i) with a principal balance of not more than [xxxx] Dollars ($[xxxx]) (ii) does not amortize, (iii) that except with respect to (x) the original principal balance thereof and (y) the failure to amortize, conforms to the requirements for securitization or cash purchase by an Agency, (iv) that satisfies Administrative Agent’s underwriting guidelines for jumbo mortgage loans, (v) that has a FICO score of at least [xxxx], (vi) with a Loan-to-Value Ratio of not greater than [xxxx]%, and (vii) that is subject to a Takeout Commitment from a Takeout Investor.

“Jumbo Mortgage Loans (40 Year IO)” shall mean a Mortgage Loan (i) with a principal balance of not more than [xxxx] Dollars ($[xxxx]) (ii) does not amortize, (iii)

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that except with respect to (x) the original principal balance thereof and (y) the failure to amortize, conforms to the requirements for securitization or cash purchase by an Agency, (iv) that satisfies Administrative Agent’s underwriting guidelines for jumbo mortgage loans, (v) that has a FICO score of at least [xxxx], (vi) with a Loan-to-Value Ratio of not greater than [xxxx]%, (vii) has a term not to exceed 40 years, and (viii) that is subject to a Takeout Commitment from a Takeout Investor.

“Jumbo Mortgage Loans (Modified DTI)” shall mean a Mortgage Loan, (i) with a principal balance of not more than [xxxx] Dollars ($[xxxx]) (ii) that except with respect to the original principal balance thereof and the calculation of DTI, conforms to the requirements for securitization or cash purchase by an Agency, (iii) that satisfies Administrative Agent’s underwriting guidelines for jumbo mortgage loans, (iv) that has a FICO score of at least [xxxx], (v) with a Loan-to-Value Ratio of not greater than [xxxx]%, (vi) a Modified DTI not to exceed [xxxx]%, and (vii) that is subject to a Takeout Commitment from a Takeout Investor.

“Jumbo Mortgage Loans (Modified High DTI)” shall mean a Mortgage Loan, (i) with a principal balance of not more than [xxxx] Dollars ($[xxxx]) (ii) that except with respect to the original principal balance thereof and the calculation of DTI, conforms to the requirements for securitization or cash purchase by an Agency, (iii) that satisfies Administrative Agent’s underwriting guidelines for jumbo mortgage loans, (iv) that has a FICO score of at least [xxxx], (v) with a Loan-to-Value Ratio of not greater than [xxxx], (vi) a Modified DTI not to exceed [xxxx]%, and (vii) that is subject to a Takeout Commitment from an approved Takeout Investor.

“Jumbo Mortgage Loans (Specialty)” is a collective reference to Jumbo Mortgage Loans (High DTI), Jumbo Mortgage Loans (IO), Jumbo Mortgage Loans (40 Year IO), Jumbo Mortgage Loans (High LTV), Jumbo Mortgage Loans (Modified DTI) and Jumbo Mortgage Loans (Modified High DTI).

“Jumbo Mortgage Loan (Standard Limit)” shall mean a Mortgage Loan, (i) with a principal balance of not more than [xxxx] Dollars ($[xxxx]) (ii) that except with respect to the original principal balance thereof, conforms to the requirements for securitization or cash purchase by an Agency, (iii) that satisfies Administrative Agent’s underwriting guidelines for jumbo mortgage loans, (iv) that has a FICO score of at least [xxxx], (v) with a (x) Loan-to-Value Ratio of not greater than [xxxx]% for single unit properties, and (y) [xxxx]% for 2-4 unit properties, and (vi) that is subject to a Takeout Commitment. For the avoidance of doubt, cash out refinances and investment properties do not qualify as a Jumbo Mortgage Loan (Standard Limit).

“LIBOR Floor” shall mean [xxxx]%.

“Litigation Threshold” shall mean $[xxxx].

“Low FICO Government Mortgage Loan” shall mean an Eligible Government Mortgage Loan which has a FICO score equal to or greater than [xxxx] but less than [xxxx].

“Manufactured Housing Mortgage Loans” shall mean any first-lien Mortgage Loan (a) with a FICO score not below [xxxx] and (b) with respect to which the

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Mortgaged Property is a manufactured dwelling and (i) such Mortgage Loan conforms with the applicable Agency requirements regarding mortgage loans related to manufactured dwellings, (ii) the related manufactured dwelling is permanently affixed to the land, (iii) the related manufactured dwelling and land are subject to a Mortgage properly filed in the appropriate public recording office and naming Seller as mortgagee, (iv) the applicable laws of the jurisdiction in which the related Mortgaged Property is located will deem the manufactured dwelling located on such Mortgaged Property to be a part of the real property on which such dwelling is located, and (v) such Manufactured Housing Mortgage Loan is (A) a qualified mortgage under Section 860G(a)(3) of the Internal Revenue Code of 1986, as amended and (B) secured by manufactured housing treated as a single family residence under Section 25(e)(10) of the Code.

“Maximum Purchase Amount” shall mean $450,000,000.

“Minimum Reserve Amount” shall mean $[xxxx].

“Modified DTI” shall mean the Debt-to-Income Ratio of the Mortgagor that includes income of the Mortgagor that is either (i) passive, or (ii) imputed to the Mortgagor based on the value of Mortgagor’s assets.

“Monthly Financial Statement Date” shall mean June 30, 2021.

“Net Worth” shall mean, [xxxx].

“Post-Default Rate” shall mean a rate per annum equal to the sum of (a) the LIBOR Rate, plus (b) [xxxx] percent ([xxxx]%).

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“Pricing Spread” shall mean:

Type of Mortgage Loan	Percentage
Conforming Mortgage Loans and Eligible Government Mortgage Loans (excluding Low FICO Government Loans, and 203K Loans)	[xxxx]
Jumbo Mortgage Loans	[xxxx]
Jumbo Mortgage Loans (Specialty)	[xxxx]
Delegated Jumbo Mortgage Loans	[xxxx]
Low FICO Government Loans	[xxxx]
203K Loans	[xxxx]
State Agency Program Loans	[xxxx]
Manufactured Housing Mortgage Loans	[xxxx]
Aged Mortgage Loans	[xxxx]
Mortgage Loans exceeding the applicable Transaction Term Limitation	[xxxx]

When a Purchased Mortgage Loan may qualify for two or more Pricing Spreads hereunder, unless otherwise expressly agreed to by the Administrative Agent in writing, such Purchased Mortgage Loan shall be assigned the higher Pricing Spread, as applicable.

“Purchase Price” shall mean the price at which each Purchased Mortgage Loan is transferred by Seller to the Administrative Agent, which shall equal:

(e)on the Purchase Date, the applicable Purchase Price Percentage multiplied by the least of: (i) the Market Value of such Purchased Mortgage Loan, or (ii) the outstanding principal amount thereof as set forth on the related Mortgage Loan Schedule, or (iii) the price set forth in the related Takeout Commitment; and

(f)on any day after the Purchase Date, except where the Administrative Agent and Seller agree otherwise, the amount determined under the immediately preceding clause (a) decreased by the amount of any cash transferred by Seller to the Administrative Agent pursuant to Section 4 or 5 of the Agreement or applied to reduce Seller’s obligations under Section 9 of the Agreement.

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“Purchase Price Percentage” shall mean:

Type of Mortgage Loan	Percentage
Conforming Mortgage Loans and Eligible Government Mortgage Loans (excluding Low FICO Government Loans and 203K Loans)	[xxxx]
Jumbo Mortgage Loans	[xxxx]
Jumbo Mortgage Loans (Specialty)	[xxxx]
Delegated Jumbo Mortgage Loans	[xxxx]
Low FICO Government Loans	[xxxx]
203K Loans	[xxxx]
State Agency Program Loans	[xxxx]
Manufactured Housing Mortgage Loans	[xxxx]
Aged Mortgage Loans	[xxxx]
Aged Jumbo Mortgage Loans	[xxxx]
Aged State Agency Program Loan	[xxxx]

When a Purchased Mortgage Loan may qualify for two or more Purchase Price Percentages hereunder, unless otherwise expressly agreed to by the Administrative Agent in writing, such Purchased Mortgage Loan shall be assigned the lower Purchase Price Percentage, as applicable.

“Relative” shall mean a spouse, domestic partner, cohabitant, child, stepchild, grandchild, parent, stepparent, mother-in-law, father-in-law, son-in-law, daughter-in-law, grandparent, great grandparent, brother, sister, half-brother, half-sister, stepsibling, brother-in-law, sister-in-law, aunt, great aunt, uncle, great uncle, niece, nephew, or first cousin (that is, a child of an aunt or uncle).

“State Agency Program Loan” shall mean a mortgage loan originated by Seller in accordance with the applicable guidelines of, and in anticipation of sale to, state housing authorities, as approved by Administrative Agent in writing in its sole discretion.

“Surplus Amount” shall mean $[xxxx].

“Tax Distributions” shall mean distributions by the Seller for the purpose of enabling LD Holdings Group LLC, a Delaware Limited Liability Company, to make Tax Distributions, as defined and set forth in the limited liability company agreement of LD Holdings Group LLC.

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“Termination Date” shall mean shall mean the earliest of (i) November 14, 2022, (ii) such date as the Administrative Agent, at the direction of the Required Buyers, may determine in its sole discretion by written notice to Seller (provided that in the event of such notice of termination, the Repurchase Date with respect to outstanding Transactions shall not be accelerated in the absence of (a) an Event of Default or (b) the occurrence of a termination in accordance with clauses (i) or (iii) of this definition) or (iii) such date as determined by the Buyers pursuant to their rights and remedies under the Agreement.

“Test Date” shall mean [xxxx].

“Transaction Term Limitation” shall mean for each Transaction, the number of days such Transaction remains outstanding, which shall not exceed (a) with respect to any Mortgage Loan other than an Aged Mortgage Loan, [xxxx] days and (b) with respect to an Aged Mortgage Loan, [xxxx] days.

“Warehouse Fees” shall mean those fees listed on Schedule 1 hereto.

“Wet Delivery Deadline” shall mean, with respect to each Wet Loan, the date that is [xxxx] ([xxxx]) Business Days following the related Purchase Date for such Wet Loan.

SECTION 2.No Commitment. The Agreement does not constitute a commitment by the Buyers to enter into Transactions under the Agreement. The parties acknowledge that Buyers will enter into Transactions with Seller, on an uncommitted basis in their sole discretion and subject to satisfaction of all terms and conditions of the Agreement.

SECTION 3.Certain Financial Condition Covenants. Without limiting any provision set forth in the Agreement, Seller shall comply with the following covenants (each a “Financial Condition Covenant” and collectively, the “Financial Condition Covenants”), each to be tested on each Test Date occurring prior to the Termination Date:

a)Maintenance of Adjusted Tangible Net Worth. [xxxx].

b)Maintenance of Ratio of Adjusted Indebtedness to Adjusted Tangible Net Worth. [xxxx].

c)Maintenance of Liquidity. [xxxx].

d)Maintenance of Profitability. [xxxx].

SECTION 1.Defined Terms. Any terms capitalized and not otherwise defined herein should have the respective meanings set forth in the Agreement.

SECTION 2.Fees. The Seller agrees to pay when billed by the Administrative Agent, (a) Buyers’ legal fees in connection with the preparation, negotiation and consummation of this Fourth Amendment, and (b) the Warehouse Fees as and when required hereunder. There are no other fees payable in connection with this Fourth Amendment.

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SECTION 4.Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

SECTION 5.Limited Affect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Fourth Amendment need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.

SECTION 6.Representations. In order to induce Buyers to execute and deliver this Fourth Amendment, each Seller hereby represents to Buyers that as of the date hereof, except as otherwise expressly waived by Buyers in writing, such Seller is in full compliance with all of the terms and conditions of the Agreement including without limitation, all of the representations and warranties and all of the affirmative and negative covenants, and no Default or Event of Default has occurred and is continuing under the Agreement.

SECTION 7.Amendments. None of the terms or provisions of this Fourth Amendment may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Administrative Agent, Seller and each Buyer.

SECTION 8.Governing Law. This Fourth Amendment and any claim, controversy or dispute arising under or related to or in connection with this Fourth Amendment, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties will be governed by the laws of the State of New York without regard to any conflicts of law principles other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, which shall govern.

SECTION 9.Counterparts. This Fourth Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same agreement. This Fourth Amendment, to the extent signed and delivered by facsimile or other electronic means, shall be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No signatory to this Fourth Amendment shall raise the use of a facsimile machine or other electronic means to deliver a signature or the fact that any signature or agreement was transmitted or communicated through the use of a facsimile machine or other electronic means as a defense to the formation or enforceability of a contract and each such Person forever waives any such defense. The parties agree that this Fourth Amendment and any addendum or amendment hereto may be accepted, executed or agreed to through the use of an electronic signature in accordance with the E-Sign, the UETA and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any secure third party electronic signature capture service providers, as long as such service providers use system logs and audit trails that establish a temporal and process link between the presentation of identity documents and the electronic signing, together with identifying information that can be used to verify the electronic signature and its attribution to the signer’s identity and evidence of the signer’s agreement to conduct the transaction electronically and of the signer’s execution of each electronic signature

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IN WITNESS WHEREOF, Seller, Administrative Agent and the Buyers have caused their names to be signed hereto by their respective officers thereunto duly authorized, as of the date first above written.

TIAA, FSB, as Administrative Agent and as a Buyer

By:        
Name: Kate Walton
Title: Vice President

SIGNATURE BANK, as a Buyer

By:        
Name:
Title:

LOANDEPOT.COM, LLC, as Seller

By:        
Name:
Title:

Signature Page to the Fourth Amendment to Amended and Restated Pricing Letter – loanDepot.com

SCHEDULE 1

WAREHOUSE FEES

[xxxx]

Sch. 1-1

EXHIBIT A

COMPLIANCE CERTIFICATE

[xxxx]

Exhibit A-1

EX-10.19

Certain confidential information contained in this document, marked by “[***]”, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

EXECUTION

AMENDMENT NO. 10 TO

MASTER REPURCHASE AGREEMENT

Amendment No. 10 to Master Repurchase Agreement, dated as of October 31, 2022 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch (“CS Cayman”, a “Committed Buyer” and a “Buyer”), ALPINE SECURITIZATION LTD (“Alpine” and a “Buyer” and together with CS Cayman, the “Buyers”) and LOANDEPOT.COM, LLC (the “Seller”).

RECITALS

The Administrative Agent, Buyers and the Seller are parties to that certain (i) Master Repurchase Agreement, dated as of March 10, 2017 (as amended by Amendment No. 1, dated as of August 11, 2017, Amendment No. 2, dated as of January 31, 2018, Amendment No. 3, dated as of April 8, 2019, Amendment No. 4, dated as of February 26, 2020, Amendment No. 5, dated as of September 25, 2020, Amendment No. 6, dated as of March 1, 2021, Amendment No. 7, dated as of May 21, 2021, Amendment No. 8, dated as of July 20, 2021, and Amendment No. 9, dated as of February 16, 2022, the “Existing Repurchase Agreement”; and as further amended by this Amendment, the “Repurchase Agreement”) and (ii) Amended and Restated Pricing Side Letter, dated as of May 21, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Pricing Side Letter”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement or Pricing Side Letter, as applicable.

The Administrative Agent, the Buyers and the Seller have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement.

Accordingly, the Administrative Agent, the Buyers and the Seller hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:

1.Amendment to the Existing Repurchase Agreement. Effective as of the date hereof, the Existing Repurchase Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in Exhibit A hereto. The parties hereto further acknowledge and agree that Exhibit A constitutes the Repurchase Agreement as amended and modified by the terms set forth herein.

2.Conditions Precedent. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:

3.Delivered Documents. On the Amendment Effective Date, the Administrative Agent on behalf of Buyers shall have received the following documents, each of which shall be satisfactory to the Administrative Agent in form and substance:

LEGAL02/42180018v3

4.this Amendment, executed and delivered by the duly authorized officers of the Administrative Agent, Buyers, and the Seller; and

5.such other documents as the Administrative Agent or counsel to the Administrative Agent may reasonably request.

6.Representations and Warranties. The Seller hereby represents and warrants to the Administrative Agent and Buyers that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on Seller’s part to be observed or performed, and that no Event of Default has occurred or is continuing, and Seller hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Repurchase Agreement as of the date hereof are true and correct in all material respects, except to the extent such representations relate to a date prior to the date hereof, in which case the representations and warranties are true and correct in all material respects as of such date.

7.Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms.

8.Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

9.Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment in a Portable Document Format (PDF) or by facsimile shall be effective as delivery of a manually executed original counterpart of this Amendment. The parties agree that this Amendment, any addendum or amendment hereto or any other document necessary for the consummation of the transactions contemplated by this Amendment may be accepted, executed or agreed to through the use of an electronic signature in accordance with the E-Sign, UETA and any applicable state law.  Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any secure third party electronic signature capture service providers with appropriate document access tracking, electronic signature tracking and document retention as may be approved by the Administrative Agent in its sole discretion.

10.GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Administrative Agent

By: /s/ Margaret Dellafera
Name: Margaret Dellafera
Title: Vice President

CREDIT SUISSE AG, Cayman Islands Branch, as a Buyer

By: /s/ Margaret Dellafera
Name: Margaret Dellafera
Title: Vice President

By: /s/ Ellie Chau
Name: Elie Chau
Title: Director

ALPINE SECURITIZATION LTD, as a Buyer, by Credit Suisse AG, New York Branch as Attorney-in-Fact

By: /s/ Elie Chau
Name: Elie Chau
Title: Director

By: /s/ Marcus DiBrito
Name: Marcus DiBrito
Title: Vice President

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LOANDEPOT.COM, LLC, as Seller

By:/s/ Patrick Flanagan
Name: Patrick Flanagan
Title: Chief Financial Officer

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Exhibit A

REPURCHASE AGREEMENT

(See attached)

LEGAL02/42180018v3

CONFORMED THROUGH AMENDMENT NO. 10

MASTER REPURCHASE AGREEMENT

CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as administrative agent
(“Administrative Agent”),

CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISLANDS BRANCH, as buyer (“Buyer”) (“CS Cayman” and a “Buyer”), ALPINE SECURITIZATION LTD (“Alpine” and a “Buyer” and together with CS Cayman, the “Buyers”),

LOANDEPOT.COM, LLC, as seller (“Seller”)

Dated March 10, 2017

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TABLE OF CONTENTS

Page

1.Applicability	1
2.Definitions	1
3.Program; Initiation of Transactions	26
4.Repurchase	28
5.Price Differential.	28
6.Margin Maintenance; Reallocation of Purchase Price	30
7.Income Payments	31
8.Security Interest	32
9.Payment and Transfer	34
10.Conditions Precedent	35
11.Program; Costs	38
12.Servicing	42
13.Representations and Warranties	43
14.Covenants	49
15.Events of Default	56
16.Remedies Upon Default	58
17.Reports	62
18.Repurchase Transactions	66
19.Single Agreement	66
20.Notices and Other Communications	67
21.Entire Agreement; Severability	68
22.Non assignability	68
23.Set-off	70
24.Binding Effect; Governing Law; Jurisdiction	70
25.No Waivers, Etc.	70
26.Intent	71
27.Disclosure Relating to Certain Federal Protections	72
28.Power of Attorney	72
29.Buyers May Act Through Administrative Agent	72
30.Indemnification; Obligations	73
31.Counterparts	74
32.Confidentiality	74
33.Recording of Communications	75
34.Conflicts	75
35.Acknowledgment of Assignment and Administration of Repurchase Agreement	76

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36.Periodic Due Diligence Review	76
37.Authorizations	77
38.Administration of Repurchase Agreement	77
39.Acknowledgement of Anti-Predatory Lending Policies	78
40.Documents Mutually Drafted	78
41.General Interpretive Principles	78
42.Bankruptcy Non-Petition	79
43.Limited Recourse	79
44.Pool Subdivisions	80

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SCHEDULES

Schedule 1 – Representations and Warranties with Respect to Purchased Mortgage Loans

Schedule 2 – Authorized Representatives

EXHIBITS

Exhibit A – Reserved

Exhibit B – Reserved

Exhibit C – Reserved

Exhibit D – Form of Power of Attorney

Exhibit E – Reserved

Exhibit F – Reserved

Exhibit G – Reserved

Exhibit H – Reserved

Exhibit I – Escrow Instruction Letter

Exhibit J – Form of Servicer Notice

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Thisis a MASTER REPURCHASE AGREEMENT, dated as of March 10, 2017, by and between CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”) on behalf of Buyers, including but not limited to Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch (“CS Cayman” and a “Buyer”), ALPINE SECURITIZATION LTD (“Alpine” and a “Buyer” and together with CS Cayman, the “Buyers”) and loanDepot.com, LLC, LLC (“Seller”).

1.Applicability

From time to time the parties hereto may enter into transactions in which Seller agrees to transfer to Administrative Agent on behalf of Buyers certain Purchased Assets (including, without limitation, the related Contributed Assets) (as hereinafter defined) on a servicing released basis against the transfer of funds by Administrative Agent, with a simultaneous agreement by Administrative Agent on behalf of Buyers to transfer to Seller such Purchased Assets on a servicing released basis at a date certain or on demand, against the transfer of funds by Seller. Each such transaction shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder. For the avoidance of doubt, and for administrative and tracking purposes, (a) the purchase and sale of each Purchased Mortgage Loan shall be deemed a separate Transaction and (b) with respect to each Designated Mortgage Loan, such Designated Mortgage Loan may, at Buyers’ option, be sold to different Buyers on a pro rata basis, such that one Buyer pays the Purchase Price-Base and other Buyers pay the Purchase Price-Incremental 1 and Purchase Price-Incremental 2, as applicable, and, in which case, the Administrative Agent shall own the Designated Mortgage Loan, for the benefit of the purchasing Buyers, on a pro rata, pari passu basis.

This Agreement is a commitment by Committed Buyer and/or Administrative Agent on behalf of Committed Buyer to engage in the Transactions the subject of which are Purchased Mortgage Loans up to the Maximum Committed Amount. In no event shall the Committed Buyer and/or Administrative Agent on behalf of Committed Buyer have any commitment to enter into any Transaction requested that would result in the aggregate Purchase Price of then-outstanding Transactions to exceed the Maximum Committed Amount. For the avoidance of doubt, Transactions attributed to the Maximum Committed Amount shall solely be attributed to the Committed Buyer and Alpine shall have no commitment hereunder to enter into Transactions.

2.Definitions

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings; provided that any terms used but not otherwise defined herein shall have the meanings given to them in the Pricing Side Letter:

“1934 Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Additional Buyers” shall have the meaning set forth in Section 35 hereof.

“Acceptable State” means any state acceptable pursuant to Seller’s Underwriting Guidelines.

“Accepted Servicing Practices” means, with respect to any Mortgage Loan, those mortgage servicing practices of prudent mortgage lending institutions (including as set

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forth in the GNMA Guide, the FHA Regulations and the VA Regulations) which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, and which are in accordance with the applicable Agency servicing practices and procedures for mortgage-backed security pool mortgages as set forth in the applicable Agency guides, including future updates.

“Act of Insolvency” means, with respect to any Person, (a) the filing of a petition by such Person commencing, or authorizing the commencement of any case or proceeding, or the voluntary joining by such Person of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law relating to the protection of creditors, or suffering by such Person of any such petition or proceeding to be commenced by another which is consented to, not timely contested or results in entry of an order for relief; (b) the seeking of the appointment of a receiver, trustee, custodian or similar official for such Person or any substantial part of the property of such Person; (c) the appointment of a receiver, conservator, or manager for such Person by any governmental agency or authority having the jurisdiction to do so; (d) the making or offering by such Person of a composition with its creditors or a general assignment for the benefit of creditors; (e) the admission by such Person of its inability to pay its debts or discharge its obligations as they become due or mature; or (f) that any governmental authority or agency or any person, agency or entity acting or purporting to act under governmental authority shall have taken any action to condemn, seize or appropriate, or to assume custody or control of, all or any substantial part of the property of such Person, or shall have taken any action to displace the management of such Person or to curtail its authority in the conduct of the business of such Person.

“Adjusted Daily Simple SOFR” means an interest rate per annum equal to (i) Daily Simple SOFR, plus (ii) the Benchmark Adjustment.

“Adjusted Tangible Net Worth” has the meaning assigned to such term in the Pricing Side Letter.

“Administration Agreement” means that certain Repo Administration and Allocation Agreement, dated March 10, 2017, by and among Seller, CSFBMC as administrative agent and certain Buyers identified therein, as amended from time to time.

“Administrative Agent” means CSFBMC or any successor thereto under the Administration Agreement.

“Affiliate” shall mean with respect to any specified entity, any other entity controlling or controlled by or under common control with such specified entity.  For the purposes of this definition, “control” when used with respect to a specified entity means the power to direct the management and policies of such entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” having meanings correlative to the foregoing. For removal of doubt, any joint venture for which any Seller Party or LD Holdings Group LLC owns less than fifty percent (50%) of the equity interests therein shall not be considered an Affiliate for purposes of this Agreement or any other Program Agreement.

“Agency-Required eNote Legend” means the legend or paragraph required by Fannie Mae or Freddie Mac, as applicable, to be set forth in the text of an eNote, which includes the provisions set forth on Exhibit Q to the Custodial Agreement, as may be amended from time to time by Fannie Mae or Freddie Mac, as applicable.

“Agency” means Freddie Mac, Fannie Mae or GNMA, as applicable.

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“Agency Approvals” means approval by GNMA as an approved issuer, by FHA as an approved mortgagee, by VA as an approved VA lender, in each case in good standing, by Fannie Mae as an approved lender and Freddie Mac as an approved seller/servicer, and, to the extent necessary, by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act.

“Agency Mortgage Loan” has the meaning assigned to such term in the Pricing Side Letter.

“Agency Security” means a mortgage-backed security issued by an Agency including a GNMA Security.

“Aging Limit” has the meaning assigned to such term in the Pricing Side Letter.

“Agreement” means this Master Repurchase Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Amendment No. 3 Effective Date” means April 8, 2019.

“Appraised Value” means the value set forth in an appraisal made in connection with the origination of the related Mortgage Loan as the value of the Mortgaged Property.

“Approved Product Type” means the type of Mortgage Loans set forth on the Asset Matrix and that are applicable to the terms of the Program Agreements.

“Asset Documents” means the documents in the related Asset File to be delivered to the Custodian.

“Asset File” means the Mortgage File.

“Asset Schedule” means, with respect to any Transaction as of any date, an Asset Schedule in the form prescribed by the Custodial Agreement.

“Asset Value” has the meaning assigned to such term in the Pricing Side Letter.

“Assignment and Acceptance” has the meaning assigned to such term in Section 22 hereof.

“Assignment of Mortgage” means an assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the assignment and pledge of the Mortgage.

“Assignment of Proprietary Lease” means the specific agreement creating a first lien on and pledge of the Co-op Shares and the appurtenant Proprietary Lease securing a Co-op Loan.

“Authoritative Copy” means, with respect to an eNote, the unique copy of such eNote that is within the Control of the Controller.

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“Bailee Letter” has the meaning assigned to such term in the applicable Custodial Agreement.

“Bank” means Wells Fargo Bank, National Association and any successor or assign.

“Bankruptcy Code” means the United States Bankruptcy Code of 1978, as amended from time to time.

“Benchmark Adjustment” means, for any day, the spread adjustment for such Pricing Period that has been selected or recommended by the Relevant Governmental Body for the tenor of 1 month. For the avoidance of doubt, the “Benchmark Adjustment” means, for any day, the value as reported on the display designated as “YUS0001M” on Bloomberg, or such other display as may replace “YUS0001M”.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Business Day” means any day other than (i) a Saturday or Sunday; (ii) a day on which the New York Stock Exchange, the Federal Reserve Bank of New York or the Custodian is authorized or obligated by law or executive order to be closed or (iii) a public or bank holiday in New York City.

“Buyer” means CS Cayman, Alpine and each other Buyer which becomes a party hereto pursuant to and in accordance with Section 22 hereof and, with respect to Section 11 hereof, its participants.

“Change in Control” means:

(1)any event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, other than the Permitted Holders becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended) of the equity securities of loanDepot, Inc., a Delaware corporation, entitled to vote for members of the board of directors or equivalent governing body of Seller on a fully-diluted basis;

(2)the sale, transfer, or other disposition of all or substantially all of Seller’s assets (excluding any such action taken in connection with any securitization transaction); or

(3)if Seller is a Delaware limited liability company, Seller enters into any transaction or series of transactions to adopt, file, effect or consummate a Division, or otherwise permits any such Division to be adopted, filed, effected or consummated.

“Clearing Account” has the meaning specified in Section 7.b.(2) hereof.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collection Account” means the account described in the Collection Account Control Agreement, into which all collections and proceeds on or in respect of the Purchased Mortgage Loans shall be deposited by Seller or Servicer.

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“Collection Account Control Agreement” means that certain collection account control agreement, dated as of the date hereof, among Administrative Agent, Seller and Bank, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Collection Period” means a monthly period as mutually agreed by Seller and Administrative Agent.

“Committed Buyer” shall mean Credit Suisse AG, a company incorporated under the laws of Switzerland, acting through its Cayman Islands Branch.

“Committed Mortgage Loan” means a Purchased Mortgage Loan which is the subject of a Take-out Commitment with a Take-out Investor.

“Conforming Mortgage Loan” means a first lien Mortgage Loan originated in accordance with the criteria of an Agency for purchase of Mortgage Loans, including, without limitation, conventional Mortgage Loans.

“Control” means, with respect to an eNote, the “control” of such eNote within the meaning of UETA and/or, as applicable, E-Sign, which is established by reference to the MERS eRegistry and any party designated therein as the Controller.

“Control Failure” means, with respect to an eNote, the failure of the Controller status of the eNote in the MERS eRegistry to reflect Administrative Agent’s MERS Org ID as a result of an unauthorized Transfer of Control or unauthorized Transfer of Control and Location, in either case, initiated by Custodian or through Custodian’s system, in contravention of the terms of this Agreement; provided that (i) Custodian delivered the most recent Custodial Asset Schedule and exception report reflecting the Location status of the eNote as the Custodian’s MERS Org ID and the Controller status of the eNote as Administrative Agent’s MERS Org ID and (ii) the Controller status and Location status of such eNote have not been transferred pursuant to (x) a Request for Release of Documents (as defined in the Custodial Agreement) or (y) Administrative Agent’s written request or instruction.

“Controller” means, with respect to an eNote, the party designated in the MERS eRegistry as the “Controller”, and who in such capacity shall be deemed to be “in control” or to be the “controller” of such eNote within the meaning of UETA or E-Sign, as applicable.

“Co-op Corporation” means, with respect to any Co-op Loan, the cooperative apartment corporation that holds legal title to the related Co-op Project and grants occupancy rights to units therein to stockholders through Proprietary Leases or similar arrangements.

“Co-op Loan” means a Mortgage Loan secured by the pledge of stock allocated to a Co-op Unit in a Co-op Corporation and collateral assignment of the related Proprietary Lease.

“Co-op Project” means, with respect to any Co-op Loan, all real property and improvements thereto and rights therein and thereto owned by a Co-op Corporation including without limitation the land, separate dwelling units and all common elements.

“Co-op Shares” means, with respect to any Co-op Loan, the shares of stock issued by a Co-op Corporation and allocated to a Co-op Unit and represented by a Stock Certificates.

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“Co-op Unit” means, with respect to any Co-op Loan, a specific unit in a Co-op Project.

“CP Conduit” means a commercial paper conduit, including but not limited to Alpine Securitization LTD, administered, managed or supported by CSFBMC or an Affiliate of CSFBMC.

“CSFBMC” means Credit Suisse First Boston Mortgage Capital LLC, or any successors or assigns.

“Custodial Agreement” means the Amended and Restated Custodial Agreement, dated as of September 25, 2020, among Seller, Administrative Agent, Buyers and Custodian, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Custodial Mortgage Loan Schedule” has the meaning assigned to such term in the Custodial Agreement.

“Custodian” means Deutsche Bank National Trust Company or such other party specified by Administrative Agent and agreed to by Seller, which approval shall not be unreasonably withheld.

“Daily Simple SOFR” means, for any day, SOFR, with conventions (including, without limitation, a lookback) established by the Administrative Agent in its sole good faith discretion in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR”; provided that, if the Administrative Agent determines that any such convention is not administratively, operationally, or technically feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its sole good faith discretion.

“DE Compare Ratio” means the Two Year FHA Direct Endorsement Lender Compare Ratio, excluding streamline FHA refinancings, as made publicly available by HUD.

“Debtor Relief Law” means any law, administration, or regulation relating to reorganization, winding up, administration, composition or adjustment of debts or otherwise relating to bankruptcy or insolvency.

“Default” means an Event of Default or an event that with notice or lapse of time or both would become an Event of Default.

“Delegatee” means, with respect to an eNote, the party designated in the MERS eRegistry as the “Delegatee” or “Delegatee for Transfers”, who in such capacity is authorized by the Controller to perform certain MERS eRegistry transactions on behalf of the Controller such as Transfers of Control and Transfers of Control and Location.

“Delinquency Advance” means any advance made by Seller under the Servicing Agreements, to cover due, but uncollected or unavailable as a result of funds not yet being cleared, principal and interest payments on the Purchased Mortgage Loans included in the portfolio of Purchased Mortgage Loans serviced by Seller pursuant to the Servicing Agreements, including Purchased Mortgage Loans with respect to which the related Mortgaged Property is being held pending liquidation.

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“Designated Mortgage Loan” means a Purchased Asset and/or Contributed Asset that is identified by Administrative Agent as eligible for a Purchase Price-Base, a Purchase Price-Incremental 1 and/or a Purchase Price-Incremental 2.

“Division” means the division of a limited liability company into two or more limited liability companies pursuant to and in accordance with Section 18-217 of Chapter 18 of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended.

“Dollars” and “$” means dollars in lawful currency of the United States of America.

“Due Date” means the day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.

“Early Buyout” means the purchase of a modified or defaulted Mortgage Loan by Seller from a GNMA Security.

“Effective Date” means the date upon which the conditions precedent set forth in Section 10 shall have been satisfied.

“Electronic Agent” means MERSCORP Holdings, Inc., or its successor in interest or assigns.

“Electronic Record” means, as the context requires, (i) “Record” and “Electronic Record,” both as defined in E-Sign, and shall include but not be limited to, recorded telephone conversations, fax copies or electronic transmissions, including without limitation, those involving the Warehouse Electronic System, and (ii) with respect to an eMortgage Loan, the related eNote and all other documents comprising the Mortgage File electronically created and that are stored in an electronic format, if any.

“Electronic Tracking Agreement” means one or more Electronic Tracking Agreements with respect to (x) the tracking of changes in the ownership, mortgage servicers and servicing rights ownership of Purchased Mortgage Loans held on the MERS System, and (y) the tracking of the Control of eNotes held on the MERS eRegistry, each in a form acceptable to Administrative Agent.

“eMortgage Loan” means a Mortgage Loan that is a Conforming Mortgage Loan (other than an FHA Loan or VA Loan) with respect to which there is an eNote and as to which some or all of the other documents comprising the related Mortgage File may be created electronically and not by traditional paper documentation with a pen and ink signature.

“eNote” means, with respect to any eMortgage Loan, the electronically created and stored Mortgage Note that is a Transferable Record.

“eNote Delivery Requirement” shall have the meaning set forth in Section 3(c) hereof.

“eNote Replacement Failure” shall have the meaning set forth in the Custodial Agreement.

“E-Sign” means the federal Electronic Signatures in Global and National Commerce Act, as amended from time to time.

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“eVault” means an electronic repository established and maintained by an eVault Provider for delivery and storage of eNotes.

“eVault Provider” means Document Systems, Inc. d/b/a DocMagic, or its successor in interest or assigns, or such other entity agreed upon by Custodian or Administrative Agent.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time and any successor thereto, and the regulations promulgated and administrative rulings issued thereunder.

“ERISA Affiliate” means any corporation or trade or business that, together with Seller is treated as a single employer under Section 414(b) or (c) of the Code or solely for purposes of Section 302 of ERISA and Section 412 of the Code is treated as single employer described in Section 414 of the Code.

“Escrow Agreement” means that certain Fourth Amended and Restated Escrow Agreement dated as of August 16, 2016 among Bank of America N.A., JPMorgan Chase Bank, National Association, Citibank, N.A., EverBank, Jefferies Funding LLC, Texas Capital Bank, National Association, UBS AG, Wells Fargo Bank, N.A., Morgan Stanley Bank, N.A., BMO Harris Bank N.A., Deutsche Bank National Trust Company, Seller, Administrative Agent, and such other parties joined thereto from time to time, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Escrow Instruction Letter” means the escrow instruction letter from Seller to the Settlement Agent, in the form of Exhibit I hereto, as the same may be modified, supplemented and in effect from time to time.

“Escrow Payments” means, with respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments, water rates, sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges, and any other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.

“Event of Default” has the meaning specified in Section 15 hereof.

“Event of Termination” means with respect to Seller (a) with respect to any Plan, a reportable event, as defined in Section 4043 of ERISA, as to which the PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event, or (b) the withdrawal of Seller or any ERISA Affiliate thereof from a Plan during a plan year in which it is a substantial employer, as defined in Section 4001(a)(2) of ERISA, or (c) the failure by Seller or any ERISA Affiliate thereof to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA with respect to any Plan, including, without limitation, the failure to make on or before its due date a required installment under Section 412(m) of the Code (or Section 430(j) of the Code as amended by the Pension Protection Act) or Section 302(e) of ERISA (or Section 303(j) of ERISA, as amended by the Pension Protection Act), (d) the distribution under Section 4041 of ERISA of a notice of intent to terminate any Plan or any action taken by Seller or any ERISA Affiliate thereof to terminate any Plan, or (e) the failure to meet requirements of Section 436 of the Code resulting in the loss of qualified status under Section 401(a)(29) of the Code, or (f) the institution by the PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or (g) the receipt by Seller or any ERISA Affiliate thereof of a notice from a Multiemployer Plan that action of the type described in the previous clause (f) has been taken by the PBGC with respect to such Multiemployer Plan, or (h) any event or

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circumstance exists which may reasonably be expected to constitute grounds for Seller or any ERISA Affiliate thereof to incur liability under Title IV of ERISA or under Sections 412 (b) or 430 (k) of the Code with respect to any Plan.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Buyer or other recipient of any payment hereunder or required to be withheld or deducted from a payment to such Buyer or such other recipient: (a) Taxes based on (or measured by) net income or net profits, franchise Taxes and branch profits Taxes that are imposed on a Buyer or other recipient of any payment hereunder as a result of (i) being organized under the laws of, or having its principal office or its applicable lending office located in the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) a present or former connection between such Buyer or other recipient and the jurisdiction of the Governmental Authority imposing such Tax or any political subdivision or taxing authority thereof (other than connections arising from such Buyer or other recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced under this Agreement or any Program Agreement, or sold or assigned an interest in any Purchased Mortgage Loan); (b) any Tax imposed on a Buyer or other recipient of a payment hereunder that is attributable to such Buyer’s or other recipient’s failure to comply with relevant requirements set forth in Section 11(e)(ii); (c) any withholding Tax that is imposed on amounts payable to or for the account of such Buyer or other recipient of a payment hereunder pursuant to a law in effect on the date such person becomes a party to or under this Agreement, or such person changes its lending office, except in each case to the extent that amounts with respect to Taxes were payable either to such person’s assignor immediately before such person became a party hereto or to such person immediately before it changed its lending office; and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Indebtedness” has the meaning specified in Section 13(a)(23) hereof.

“Family Members” means, with respect to any individual, any other individual having a relationship by blood, marriage or adoption to such individual.

“Family Trusts” means, with respect to any individual, any trust or other estate planning vehicle established for the benefit of such individual or Family Members of such individual.

“Fannie Mae” means the Federal National Mortgage Association or any successor thereto.

“FATCA”     means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“FDIA” has the meaning set forth in Section 26(c) hereof.

“FDICIA” has the meaning set forth in Section 26(d) hereof.

“FHA” means the Federal Housing Administration, an agency within the United States Department of Housing and Urban Development, or any successor thereto, and including the Federal Housing Commissioner and the Secretary of Housing and Urban Development where appropriate under the FHA Regulations.

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“FHA Approved Mortgagee” means a corporation or institution approved as a mortgagee by the FHA under the National Housing Act, as amended from time to time, and applicable FHA Regulations, and eligible to own and service mortgage loans such as the FHA Loans.

“FHA LEAP System” means the FHA’s Lender Electronic Assessment Portal, together with any successor FHA electronic access portal.

“FHA Loan” means a Mortgage Loan which is the subject of an FHA Mortgage Insurance Contract.

“FHA Mortgage Insurance” means, mortgage insurance authorized under the National Housing Act, as amended from time to time, and provided by the FHA.

“FHA Mortgage Insurance Contract” means the contractual obligation of the FHA respecting the insurance of a Mortgage Loan.

“FHA Regulations” means the regulations promulgated by the Department of Housing and Urban Development under the National Housing Act, as amended from time to time and codified in 24 Code of Federal Regulations, and other Department of Housing and Urban Development issuances relating to FHA Loans, including the related handbooks, circulars, notices and mortgagee letters.

“FICO” means Fair Isaac & Co., or any successor thereto.

“Fidelity Insurance” means insurance coverage with respect to employee errors, omissions, dishonesty, forgery, theft, disappearance and destruction, robbery and safe burglary, property (other than money and securities) and computer fraud in an aggregate amount acceptable to Seller’s regulators.

“Freddie Mac” means the Federal Home Loan Mortgage Corporation or any successor thereto.

“GAAP” means generally accepted accounting principles in effect from time to time in the United States of America and applied on a consistent basis.

“GNMA” means the Government National Mortgage Association and any successor thereto.

“GNMA EBO” means a FHA Loan or VA Loan which is subject to an Early Buyout and is a Purchased Mortgage Loan.

“GNMA Guide” means the GNMA Mortgage-Backed Securities Guide, Handbook 5500.3, Rev. 1, as amended from time to time, and any related announcements, directives and correspondence issued by GNMA.

“GNMA Haircut Amount” means, with respect to a Simultaneously Funded Early Buyout Loan, an amount equal to (i) the amount due to GNMA to repurchase such Mortgage Loan from GNMA less (ii) the Purchase Price-Base plus Purchase Price-Incremental 1 for such Mortgage Loan.

“GNMA Security” means a mortgage-backed security guaranteed by GNMA pursuant to the GNMA Guide.

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“Governmental Authority” means any nation or government, any state or other political subdivision thereof, or any entity exercising executive, legislative, judicial, regulatory or administrative functions over Seller, Administrative Agent or any Buyer, as applicable.

“Gross Margin” means, with respect to each adjustable rate Mortgage Loan, the fixed percentage amount set forth in the related Mortgage Note.

“Guarantee” means, [****].

“Hash Value” means, with respect to an eNote, the unique, tamper-evident digital signature of such eNote that is stored with MERS.

“High Cost Mortgage Loan” means a Mortgage Loan (a) classified as a “high cost” loan under the Home Ownership and Equity Protection Act of 1994; (b) classified as a “high cost,” “threshold,” “covered,” or “predatory” loan under any other applicable state, federal or local law (or a similarly classified loan using different terminology under a law, regulation or ordinance imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees) or (c) having a percentage listed under the Indicative Loss Severity Column (the column that appears in the S&P Anti-Predatory Lending Law Update Table, included in the then-current S&P’s LEVELS® Glossary of Terms on Appendix E).

“Hsieh Investors”shall mean each of the JLSSAA Trust, established September 4, 2014, JLSA, LLC, Trilogy Mortgage Holdings, Inc., Trilogy Management Investors Six, LLC, Trilogy Management Investors Seven, LLC and Trilogy Management Investors Eight, LLC and each of their respective affiliates.

“HUD” means the United States Department of Housing and Urban Development or any successor thereto.

“Income” means, with respect to any Purchased Mortgage Loan at any time until repurchased by the Seller, any principal received thereon or in respect thereof and all interest, dividends or other distributions thereon, but, in any event, excluding Escrow Payments.

“Indebtedness” has the meaning assigned to such term in the Pricing Side Letter.

“Indemnified Party” has the meaning set forth in Section 30 hereof.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Seller hereunder or under any Program Agreement and (b) Other Taxes.

“Index” means, with respect to any adjustable rate Mortgage Loan, the index identified on the Asset Schedule and set forth in the related Mortgage Note for the purpose of calculating the applicable Mortgage Interest Rate.

“Intercreditor Agreement” means that certain Fourth Amended and Restated Intercreditor Agreement dated as of August 16, 2016 among Bank of America N.A., JPMorgan Chase Bank, National Association, Citibank, N.A., EverBank, Jefferies Funding LLC, Texas Capital Bank, National Association, UBS AG, Wells Fargo Bank, N.A., Morgan Stanley Bank, N.A., BMO Harris Bank N.A., Seller, Administrative Agent, and such other parties joined

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thereto from time to time, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Interest Rate Adjustment Date” means the date on which an adjustment to the Mortgage Interest Rate with respect to each Mortgage Loan becomes effective.

“Interest Rate Protection Agreement” means, with respect to any or all of the Purchased Mortgage Loans, any short sale of a US Treasury Security, or futures contract, or mortgage related security, or Eurodollar futures contract, or options related contract, or interest rate swap, cap or collar agreement, or similar arrangement providing for protection against fluctuations in interest rates or the exchange of nominal interest obligations, either generally or under specific contingencies, entered into by Seller.

“Joint Securities Account Control Agreement” means that certain Fourth Amended and Restated Joint Securities Account Control Agreement dated as of August 16, 2016 among Deutsche Bank National Trust Company, Bank of America N.A., JPMorgan Chase Bank, National Association, Citibank, N.A., EverBank, Jefferies Funding LLC, Texas Capital Bank, National Association, UBS AG, Wells Fargo Bank, N.A., Morgan Stanley Bank, N.A., BMO Harris Bank N.A., Seller, Administrative Agent, and such other parties joined thereto from time to time, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“LD Holdings” means LD Holdings Group LLC, a Delaware limited liability company.

“Lender Insurance Authority” means the permission granted to certain FHA-approved lenders to process single family mortgage applications without first submitting documentation to the United States Department of Housing and Urban Development as set forth in 12 U.S.C. §1715z-21 and the regulations enacted thereunder set forth in 24 CFR §203.6.

“Lien” means any mortgage, lien, pledge, charge, security interest or similar encumbrance.

“Location” means, with respect to an eNote, the location of such eNote which is established by reference to the MERS eRegistry.

“Loan to Value Ratio” or “LTV” means with respect to any Mortgage Loan, the ratio of the original outstanding principal amount of such Mortgage Loan to the lesser of (a) the Appraised Value of the Mortgaged Property at origination or (b) if the Mortgaged Property was purchased within 12 months of the origination of such Mortgage Loan, the purchase price of the Mortgaged Property.

“Margin Call” has the meaning specified in Section 6(a) hereof.

“Margin Deadline” has the meaning specified in Section 6(b) hereof.

“Margin Deficit” has the meaning specified in Section 6(a) hereof.

“Market Value” has the meaning assigned to such term in the Pricing Side Letter.

“Master Servicer Field” means, with respect to an eNote, the field entitled, “Master Servicer” in the MERS eRegistry.

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“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties or condition (financial or otherwise) of Seller or any Affiliate that is a party to any Program Agreement taken as a whole; (b) a material impairment of the ability of Seller or any Affiliate that is a party to any Program Agreement to perform under any Program Agreement and to avoid any Event of Default; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability of any Program Agreement against Seller or any Affiliate that is a party to any Program Agreement, in each case as determined by the Administrative Agent in its good faith discretion.

“Maximum Aggregate Purchase Price” has the meaning assigned to such term in the Pricing Side Letter.

“MERS” means Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

“MERS eDelivery” means the transmission system operated by the Electronic Agent that is used to deliver eNotes, other Electronic Records and data from one MERS eRegistry member to another using a system-to-system interface and conforming to the standards of the MERS eRegistry.

“MERS eRegistry” means the electronic registry operated by the Electronic Agent that acts as the legal system of record that identifies the Controller, Delegatee and Location of the Authoritative Copy of registered eNotes.

“MERS Org ID” means a number assigned by the Electronic Agent that uniquely identifies MERS members, or, in the case of a MERS Org ID that is a “Secured Party Org ID”, uniquely identifies MERS eRegistry members, which assigned numbers for each ofAdministrative Agent, Seller and Custodian have been provided to the parties hereto.

“MERS System” means the system of recording transfers of mortgages electronically maintained by MERS.

“Monthly Payment” means the scheduled monthly payment of principal and/or interest on a Mortgage Loan.

“Moody’s” means Moody’s Investors Service, Inc. or any successors thereto.

“Mortgage” means each mortgage, assignment of rents, security agreement and fixture filing, or deed of trust, assignment of rents, security agreement and fixture filing, deed to secure debt, assignment of rents, security agreement and fixture filing, or similar instrument creating and evidencing a lien on real property and other property and rights incidental thereto, unless such Mortgage is granted in connection with a Co-op Loan, in which case the first lien position is in the Co-op Shares and in the Proprietary Lease relating to such Co-op Shares.

“Mortgage File” means, with respect to a Mortgage Loan, the documents and instruments relating to such Mortgage Loan and set forth in an exhibit to the Custodial Agreement.

“Mortgage Interest Rate” means the rate of interest borne on a Mortgage Loan from time to time in accordance with the terms of the related Mortgage Note.

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“Mortgage Interest Rate Cap” means, with respect to an adjustable rate Mortgage Loan, the limit on each Mortgage Interest Rate adjustment as set forth in the related Mortgage Note.

“Mortgage Loan” means any Approved Product Type which is a fixed or floating rate, one to four family residential mortgage or home equity loan evidenced by a promissory note and secured by a first (or, in the case of Second Lien Mortgage Loans, second) lien mortgage, which satisfies the requirements set forth in the Underwriting Guidelines and Section 13(b) hereof; provided that Mortgage Loans shall not include any High Cost Mortgage Loans and shall not include home equity conversion loans.

“Mortgage Note” means the promissory note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.

“Mortgaged Property” means the real property or other Co-op Loan collateral securing repayment of the debt evidenced by a Mortgage Note.

“Mortgagor” means the obligor or obligors on a Mortgage Note, including any person who has assumed or guaranteed the obligations of the obligor thereunder.

“Multiemployer Plan” means a multiemployer plan defined as such in Section 3(37) of ERISA to which contributions have been or are required to be made by Seller or any ERISA Affiliate and that is covered by Title IV of ERISA.

“Net Income” means, [****].

“Net Worth” means, [****].

    “Non-Affiliate Buyer” has the meaning specified in Section 19 hereof.

    “Non-Affiliate MRA” has the meaning specified in Section 19 hereof.

“Non-Affiliate Transactions” has the meaning specified in Section 19 hereof.

“Non-Agency Mortgage Loan” means a Mortgage Loan other than an Early Buyout Loan that (a) is not a Non-Agency Non-QM Mortgage Loan; (b) either (i) does not meet the criteria for an Agency Mortgage Loan or (ii) is an Agency Mortgage Loan that is aggregated for placement into a private label securitization or for sale to a Take-out Investor other than an Agency; (c) meets all applicable criteria as set forth in the Underwriting Guidelines and (d) is identified as a Non-Agency Mortgage Loan by Administrative Agent and Seller.

“Non-Agency Non-QM Mortgage Loan” a Non-Agency Mortgage Loan that (a) does not meet the criteria for a Qualified Mortgage Loan; (b) meets all applicable criteria as set forth in the Underwriting Guidelines and (c) is otherwise acceptable to Administrative Agent in its sole good faith discretion.

“Obligations” means (a) all of Seller’s indebtedness, obligations to pay the Repurchase Price on the Repurchase Date, the Price Differential on each Price Differential Payment Date, and other obligations and liabilities, to Administrative Agent and Buyers or Custodian arising under, or in connection with, the Program Agreements, whether now existing or hereafter arising; (b) any and all sums paid by Administrative Agent, Buyers or Administrative Agent on behalf of Buyers in order to preserve any Purchased Asset or its interest

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therein; (c) in the event of any proceeding for the collection or enforcement of any of Seller’s indebtedness, obligations or liabilities referred to in clause (a), the reasonable expenses of retaking, holding, collecting, preparing for sale, selling or otherwise disposing of or realizing on any Purchased Asset, or of any exercise by Administrative Agent or Buyers of their rights under the Program Agreements, including, without limitation, reasonable attorneys’ fees and disbursements and court costs; (d) all of Seller’s indemnity obligations to Administrative Agent, Buyers and Custodian pursuant to the Program Agreements; and (e) all of Seller’s obligations under the VFN Repurchase Agreement.

“OFAC” has the meaning set forth in Section 13(a)(27) hereof.

“Officer’s Compliance Certificate” has the meaning assigned to such term in the Pricing Side Letter.

“Ordinary Course Litigation” means any litigation or arbitration proceeding commenced by a Mortgagor, or the assertion by a Mortgagor of any common or necessary or compulsory cause of action, defense or counterclaim, seeking to enjoin, hinder, delay, set aside or temporarily restrain a foreclosure proceeding or other enforcement action commenced by the holder or servicer of a Mortgage Loan or real estate owned Property in the ordinary course of its business.

“Other Taxes” means any and all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes or any excise, sales, goods and services or transfer taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Program Agreement.

“Parthenon Investors” shall mean each of Parthenon Investors III, L.P., PCap Associates, Parthenon Capital Partners Fund, L.P., Parthenon Investors IV, L.P., Parthenon Capital Partners Fund II, L.P. and PCP Managers, L.P. and each of their respective affiliates.

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Pension Protection Act” means the Pension Protection Act of 2006.

“Permitted Holders” shall mean any of the Hsieh Investors and the Parthenon Investors.

“Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“Plan” means an employee pension benefit or other plan as defined in Section 3(2) of ERISA, established or maintained by Seller or any ERISA Affiliate and covered by Title IV of ERISA, other than a Multiemployer Plan.

“Pool” means a subset of Purchased Mortgage Loans subject to Transactions which shall be identified from time to time by the Administrative Agent.

“Pool Subdivision Notice” means a written notice delivered by Administrative Agent to Sellers, which shall identify the discrete Purchased Mortgage Loans which shall be allocated to different Pools.

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“Post-Default Rate” has the meaning assigned to such term in the Pricing Side Letter.

“Power of Attorney” means a Power of Attorney substantially in the form of Exhibit D hereto delivered by Seller.

“Price Differential” has the meaning assigned to such term in the Pricing Side Letter.

“Price Differential Payment Date” means, with respect to a Purchased Asset, the (5th) day of the month following the related Purchase Date and each succeeding fifth (5th) day of the month thereafter; provided, that, with respect to such Purchased Asset, the final Price Differential Payment Date shall be the related Repurchase Date; and provided, further, that if any such day is not a Business Day, the Price Differential Payment Date shall be the next succeeding Business Day.

“Pricing Period” means, with respect to each Price Differential Payment Date, the period commencing on (and including) the date that is the first calendar day of the preceding month and terminating on (and including) the last calendar day of the preceding month; provided, that the initial Pricing Period shall commence on the initial Purchase Date.

“Pricing Rate” has the meaning assigned to such term in the Pricing Side Letter.

“Pricing Side Letter” means the amended and restated letter agreement dated as of May 21, 2021, among Administrative Agent, Buyers and Seller, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Program Agreements” means, collectively, this Agreement; the Administration Agreement; Custodial Agreement; the Pricing Side Letter; the Electronic Tracking Agreement; the Collection Account Control Agreement; the Power of Attorney; each Servicing Agreement; each Servicer Notice; when entered into, the Subordination Agreement; and if entered into, the Escrow Agreement, the Intercreditor Agreement and the Joint Securities Account Control Agreement.

“Prohibited Person” has the meaning set forth in Section 13(a)(27) hereof.

“Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“Proprietary Lease” means the lease on a Co-op Unit evidencing the possessory interest of the owner in the Co-op Shares in such Co-op Unit.

“Protective Advance” means any servicing advance (including, but not limited to, any advance made to pay taxes and insurance premiums; any advance to pay the costs of protecting the value of any real property or other security for a mortgage loan; and any advance to pay the costs of realizing on the value of any such security) made by Seller in connection with any Purchased Mortgage Loans.

“Purchase Date” means the date on which a Purchased Asset is to be transferred by Seller to Administrative Agent for the benefit of Buyers.

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“Purchase Price” has the meaning assigned to such term in the Pricing Side Letter.

“Purchase Price Deficit-Base/Incremental 1” has the meaning specified in Section 6.d hereof.

“Purchase Price Percentage” has the meaning assigned to such term in the Pricing Side Letter.

“Purchased Assets” means the collective reference to Purchased Mortgage Loans together with the Repurchase Assets related to such Purchased Mortgage Loans transferred by Seller to Administrative Agent for the benefit of Buyers in a Transaction hereunder and/or listed on the related Asset Schedule attached to the related Transaction Request, which such Asset Files the Custodian has been instructed to hold for the benefit of Administrative Agent pursuant to the Custodial Agreement until such asset has been repurchased by Seller in accordance with the terms of this Agreement.

“Purchased Mortgage Loans” means each Mortgage Loan and the Servicing Rights and Asset Documents related to such Mortgage Loan transferred by Seller to Administrative Agent for the benefit of Buyers in a Transaction hereunder, listed on the related Asset Schedule attached to the related Transaction Request, which such Mortgage Loans the Custodian has been instructed to hold pursuant to the Custodial Agreement until such asset has been repurchased by Seller in accordance with the terms of this Agreement.

“Qualified Insurer” means an insurance company duly authorized and licensed where required by law to transact insurance business and approved as an insurer by Fannie Mae or Freddie Mac or GNMA, as applicable.

“Qualified Mortgage Loan” means a Mortgage Loan which is a “Qualified Mortgage” as defined in 12 CFR 1026.43(e).

“Qualified Originator” means an originator of Mortgage Loans which is acceptable under the Underwriting Guidelines.

“Recognition Agreement” means, an agreement among a Co-op Corporation, a lender and a Mortgagor with respect to a Co-op Loan whereby such parties (i) acknowledge that such lender may make, or intends to make, such Co-op Loan, and (ii) make certain agreements with respect to such Co-op Loan.

“Records” means all instruments, agreements and other books, records, and reports and data generated by other media for the storage of information maintained by Seller, Servicer or any other person or entity with respect to a Purchased Asset. Records shall include the Mortgage Notes, any Mortgages, the Asset Files and the credit files, in each case, related to the Purchased Asset and any other instruments necessary to document or service a Purchased Mortgage Loan.

“Reference Rate” means Adjusted Daily Simple SOFR, or a Successor Rate pursuant to Section 5(c) of this Agreement.

“Register” has the meaning set forth in Section 22 hereof.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the

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Federal Reserve Board and/or the Federal Reserve Bank of New York, or any successor of any of the foregoing.

“Remittance Date” means such date as mutually agreed to by Seller and Administrative Agent.

“Remittance Report Date” means, with respect to each Collection Period, the close of business on the final day of such Collection Period, or the next succeeding Business Day, if such calendar day shall not be a Business Day.

“Repledge Transaction” has the meaning set forth in Section 18 hereof.

“Repledgee” means each Repledgee identified by the Administrative Agent from time to time pursuant to the Administration Agreement.

“Reporting Date” means the fifteenth (15th) calendar day of each month or, if such day is not a Business Day, the next succeeding Business Day.

“Repurchase Assets” has the meaning assigned thereto in Section 8 hereof.

“Repurchase Date” means the earlier of (a) the Termination Date, (b) the date requested pursuant to Section 4(a), (b) or (c) the date determined by application of Section 16 hereof.

“Repurchase Price” means the price at which Purchased Assets are to be transferred from the Administrative Agent for the benefit of Buyers to Seller upon termination of a Transaction, which will be determined in each case (including Transactions terminable upon demand) as the sum of the Purchase Price for such Purchased Assets and the accrued but unpaid Price Differential relating to such Purchased Assets as of the date of such determination.

“Request for Certification” means a notice sent to the Custodian reflecting the sale of one or more Purchased Mortgage Loans to Administrative Agent for the benefit of Buyers hereunder.

“Requirement of Law” means, with respect to any Person, any law, treaty, rule or regulation or determination of an arbitrator, a court or other governmental authority, applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer” means as to any Person, the chief executive officer or, with respect to financial matters, the chief financial officer of such Person.

“S&P” means Standard & Poor’s Ratings Services, or any successor thereto.

“Scratch and Dent Mortgage Loan” means a first lien Mortgage Loan (i) originated by Seller in accordance with the criteria of an Agency or Non-Agency Mortgage Loan, as applicable, except such Mortgage Loan is not eligible for sale to the original Take-out Investor or has been subsequently repurchased from such original Take-out Investor, in each case, for reasons other than delinquent payment under such Mortgage Loan, (ii) is acceptable to Buyers or Administrative Agent in their sole good faith discretion and (iii) which is not thirty (30) or more days delinquent.

“SEC” means the Securities and Exchange Commission, or any successor thereto.

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“Second Lien Mortgage Loan” means a Mortgage Loan that is secured by a second lien on the related Mortgaged Property.

“Seller” means loanDepot.com, LLC or its permitted successors and assigns.

“Servicer” means Cenlar FSB, Seller and any other servicer or subservicer approved by Administrative Agent in its sole good faith discretion.

“Servicer Advance” means a Delinquency Advance or a Protective Advance.

“Servicer Notice” means the notice acknowledged by Servicer substantially in the form of Exhibit J or, with respect to GNMA EBOs, in such form as mutually agreed to by Seller and Administrative Agent, in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Servicing Agreement” means any servicing agreement entered into between Seller and Servicer as the same may be amended from time to time.

“Servicing Rights” means rights of any Person to administer, service or subservice, the Purchased Mortgage Loans or to possess related Records.

“Settlement Agent” means, with respect to any Transaction the subject of which is a Wet-Ink Mortgage Loan, the entity approved by Administrative Agent, in its sole good-faith discretion, which may be a title company, escrow company or attorney in accordance with local law and practice in the jurisdiction where the related Wet-Ink Mortgage Loan is being originated. A Settlement Agent is deemed approved unless Administrative Agent notifies Seller otherwise at any time electronically or in writing.

“Severance Notice” has the meaning specified in Section 19 hereof.

“Simultaneously Funded Early Buyout Loan” means an Early Buyout which Seller intends to be repurchased from GNMA substantially concurrently with the funding of the related Transaction hereunder.

“SIPA” means the Securities Investor Protection Act of 1970, as amended from time to time.

“SOFR” means, with respect to any SOFR Business Day, a rate per annum equal to the secured overnight financing rate for such SOFR Business Day published by the SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m. (New York City time) on the immediately succeeding SOFR Business Day.

“SOFR Administrator” means the Federal Reserve Bank of New York (or any successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the SOFR Administrator’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Business Day” means a day on which banks are open for dealing in foreign currency and exchange in London, New York City and Washington, D.C.

“Statement Date” shall have the meaning set forth in Section 13(a)(5) hereof.

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“Stock Certificate” means, with respect to a Co-op Loan, the certificates evidencing ownership of the Co-op Shares issued by the Co-op Corporation.

“Stock Power” means, with respect to a Co-op Loan, an assignment of the Stock Certificate or an assignment of the Co-op Shares issued by the Co-op Corporation.

“Subordination Agreement” has the meaning set forth in Section 14(bb) hereof.

“Subservicer Field” means, with respect to an eNote, the field entitled, “Subservicer” in the MERS eRegistry.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“Successor Rate” means a rate determined by Administrative Agent in accordance with Section 5(c) hereof.

“Successor Rate Conforming Changes” means with respect to any proposed Successor Rate, any technical, administrative or operational change (including any change to the timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides, in its sole good faith discretion, may be appropriate to reflect the adoption and implementation of such Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Successor Rate exists, in such other manner of administration as the Administrative Agent decides, in its sole good faith discretion, is reasonably necessary in connection with the administration of this Agreement or any other Program Agreement).

“Take-out Commitment” means a commitment of Seller to either (a) sell one or more identified Mortgage Loans to a Take-out Investor or (b) (i) swap one or more identified Mortgage Loans with a Take-out Investor that is an Agency for an Agency Security, and (ii) sell the related Agency Security to a Take-out Investor, and in each case, the corresponding Take-out Investor’s commitment back to Seller to effectuate any of the foregoing, as applicable. With respect to any Take-out Commitment with an Agency, the applicable agency documents list Administrative Agent or such other Person as required under the Intercreditor Agreement or Joint Securities Account Control Agreement as sole subscriber.

“Take-out Investor” means (a) an Agency or (b) any other institution which has made a Take-out Commitment and has been approved by Administrative Agent for the benefit of Buyers.

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“Tax Distributions” means distributions by the Seller for the purpose of enabling LD Holdings to make Tax Distributions, as defined and set forth in the limited liability company agreement of LD Holdings.

“Taxes” means any and all present or future taxes (including social security contributions and value added taxes), levies, imposts, duties (including stamp duties), deductions, charges (including ad valorem charges), withholdings (including backup withholding), assessments, fees or other charges of any nature whatsoever imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Termination Date” has the meaning assigned to such term in the Pricing Side Letter.

“Third Party Evaluator” means an appraiser approved by Administrative Agent in its sole good faith discretion.

“TILA-RESPA Integrated Disclosure Rule” means the Truth-in-Lending Act and Real Estate Settlement Procedures Act Integrated Disclosure Rule, adopted by the Consumer Finance Protection Bureau, which is effective for residential mortgage loan applications received on or after October 3, 2015.

“Transaction” has the meaning set forth in Section 1 hereof.

“Transaction Request” means a request via email from Seller to Administrative Agent notifying Administrative Agent that Seller wishes to enter into a Transaction hereunder and that indicates that it is a Transaction Request under this Agreement. For the avoidance of doubt, a Transaction Request may refer to multiple Mortgage Loans; provided that each Mortgage Loan shall be deemed to be subject to its own Transaction.

“Transfer of Control” means, with respect to an eNote, a MERS eRegistry transfer transaction used to request a change to the current Controller of such eNote.

“Transfer of Control and Location” means, with respect to an eNote, a MERS eRegistry transfer transaction used to request a change to the current Controller and Location of such eNote.

“Transfer of Location” means, with respect to an eNote, a MERS eRegistry transfer transaction used to request a change to the current Location of such eNote.

“Transferable Record” means an Electronic Record under E-Sign and UETA that (i) would be a note under the Uniform Commercial Code if the Electronic Record were in writing, (ii) the issuer of the Electronic Record has expressly agreed is a “transferable record”, and (iii) for purposes of E-SIGN, relates to a loan secured by real property.

“Transfer of Servicing”: means, with respect to an eNote, a MERS eRegistry transfer transaction used to request a change to the current Master Servicer Field or Subservicer Field of such eNote.

“Trust Receipt” means, with respect to any Transaction as of any date, a receipt in the form attached as an exhibit to the Custodial Agreement.

“UETA” means the Official Text of the Uniform Electronic Transactions Act as approved by the National Conference of Commissioners on Uniform State Laws at its Annual Conference on July 29, 1999.

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“Unauthorized Master Servicer or Subservicer Modification” means, with respect to an eNote, a Transfer of Location, Transfer of Servicing or a change in any other information, status or data, including, without limitation, a change of the Master Servicer Field or Subservicer Field with respect to such eNote on the MERS eRegistry, initiated by the Seller, any Servicer or a vendor.

“Underwriting Guidelines” means the standards, procedures and guidelines of the Seller for underwriting and acquiring Mortgage Loans, which are set forth in the written policies and procedures of the Seller, a copy of which have been provided to Administrative Agent and such other guidelines as are identified to Administrative Agent in writing.

“Uniform Commercial Code” means the Uniform Commercial Code as in effect on the date hereof in the State of New York or the Uniform Commercial Code as in effect in the applicable jurisdiction.

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 11(e)(ii)(B) hereof.

“VA” means the U.S. Department of Veterans Affairs, an agency of the United States of America, or any successor thereto including the Secretary of Veterans Affairs.

“VA Approved Lender” means a lender which is approved by the VA to act as a lender in connection with the origination of VA Loans.

“VA Loan” means a Mortgage Loan which is the subject of a VA Loan Guaranty Agreement as evidenced by a loan guaranty certificate, or a Mortgage Loan which is a vender loan sold by the VA.

“VA Loan Guaranty Agreement” means the obligation of the United States to pay a specific percentage of a Mortgage Loan (subject to a maximum amount) upon default of the Mortgagor pursuant to the Servicemen’s Readjustment Act, as amended.

“VA Regulations” means the regulations promulgated by the U.S. Department of Veterans Affairs and codified in 38 Code of Federal Regulations, and other U.S. Department of Veterans Affairs issuances relating to VA Loans, including the related handbooks, circulars, notices and mortgagee letters.

“VFN Repurchase Agreement” means, collectively, (i) that certain Master Repurchase Agreement, and (ii) that certain Pricing Side Letter, in each case, dated as of August 11, 2017 between Seller, Administrative Agent and Buyer, as either may be amended, restated, supplemented or otherwise modified from time to time.

“Warehouse Electronic System” means the system utilized by or Administrative Agent either directly, or through its vendors, and which may be accessed by Seller in connection with delivering and obtaining information and requests in connection with the Program Agreements.

“Warehouse Indebtedness” means Indebtedness in connection with a repurchase, warehouse, gestation or similar facility for the financing of Mortgage Loans.

“Wet-Ink Delivery Date” has the meaning assigned to such term in the Pricing Side Letter.

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“Wet-Ink Documents” means, with respect to any Wet-Ink Mortgage Loan, the (a) Transaction Request and (b) the Asset Schedule.

“Wet-Ink Mortgage Loan” means a Mortgage Loan (other than a GNMA EBO) which Seller is selling to Administrative Agent for the benefit of a Buyer simultaneously with the origination thereof.

3.Program; Initiation of Transactions

a.From time to time, in the sole discretion of Buyers, Administrative Agent (for the benefit of Buyers) may facilitate the purchase by Buyers from Seller of certain Mortgage Loans that have been originated and/or purchased by Seller. This Agreement is a commitment by Committed Buyer and Administrative Agent on behalf of Committed Buyer to enter into Transactions with Seller up to an aggregate amount not to exceed the Maximum Committed Amount. This Agreement is not a commitment by Committed Buyer or Administrative Agent on behalf of Committed Buyer to enter into Transactions with Seller for amounts exceeding the Maximum Committed Amount, but rather sets forth the procedures to be used in connection with periodic requests for Buyers or Administrative Agent on behalf of Buyers to enter into Transactions with Seller. For the avoidance of doubt, Transactions attributed to the Maximum Committed Amount shall solely be attributed to the Committed Buyer and Alpine shall have no commitment hereunder to enter into Transactions. Any Transactions entered into in excess of the Maximum Committed Amount shall be entered into solely on an uncommitted basis. All Purchased Mortgage Loans shall meet the requirements set forth in the Asset Guidelines, and shall be serviced by Seller or Servicer, as applicable. The sum of the Aggregate Purchase Price-Base, the Aggregate Purchase Price-Incremental 1 and the Aggregate Purchase Price-Incremental 2 shall not exceed the Maximum Aggregate Purchase Price. With respect to each Designated Asset, the Purchase Price-Incremental 2 shall not be drawn upon until such time that the Purchase Price Base and Purchase Price-Incremental 1 have been fully drawn.

b.Seller shall request that Administrative Agent enter into a Transaction by delivering (i) to Administrative Agent, a Transaction Request (A) one (1) Business Day prior to the proposed Purchase Date for Mortgage Loans that are not Wet-Ink Mortgage Loans or (B) by 3:30 p.m. (New York City time) on the proposed Purchase Date for Wet-Ink Mortgage Loans and (ii) to Administrative Agent and Custodian an Asset Schedule in accordance with the Custodial Agreement. In the event the Asset Schedule provided by Seller contains erroneous computer data, is not formatted properly or the computer fields are otherwise improperly aligned, Administrative Agent shall provide written or electronic notice to Seller describing such error and Seller shall correct the computer data, reformat or properly align the computer fields itself and resubmit the Asset Schedule as required herein.

c.With respect to any eMortgage Loan, Seller shall deliver to Custodian each of Administrative Agent’s and Seller’s MERS Org IDs, and shall cause (i) the Authoritative Copy of the related eNote to be delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to be transferred to Administrative Agent, (iii) the Location status of the related eNote to be transferred to Custodian, and (iv) the Delegatee status of the related eNote to be transferred to Custodian, in each case using MERS

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eDelivery and the MERS eRegistry and (v) the Master Servicer Field or Subservicer Field, as applicable, status of the related eNote to be transferred to Seller (collectively, the “eNote Delivery Requirements”).

d.With respect to a Simultaneously Funded Early Buyout Loan for which Seller has submitted a Transaction Request, provided that the GNMA Haircut Amount has been remitted to the Administrative Agent, Administrative Agent shall remit the purchase price due to GNMA for such Simultaneously Funded Early Buyout Loan to the general payment clearing account of Servicer. Within one (1) Business Day of such remittance, Seller shall cause Servicer to (i) segregate and remit such purchase price to the custodial account held for the Seller and (ii) report to GNMA that such Simultaneously Funded Early Buyout Loan has been repurchased from GNMA. In the event that Servicer fails to repurchase such Simultaneously Funded Early Buyout Loan, Seller shall cause Servicer to remit the Purchase Price for such Simultaneously Funded Early Buyout Loan to the account set forth in Section 9 within one (1) Business Day following the related Purchase Date. Notwithstanding the foregoing, when a Simultaneously Funded Early Buyout Loan is repurchased, the Purchase Date hereunder shall be deemed the date of remittance of proceeds by Administrative Agent to Servicer.

e.Upon the satisfaction of the applicable conditions precedent set forth in Section 10 hereof, all of Seller’s interest in the Repurchase Assets shall pass to Administrative Agent on behalf of Buyers on the Purchase Date, against the transfer of the Purchase Price to Seller. Upon transfer of the Purchased Assets to Administrative Agent on behalf of Buyers as set forth in this Section and until termination of any related Transactions as set forth in Sections 4 or 16 of this Agreement, ownership of each Purchased Asset, including each document in the related Asset File and Records, is vested in the Buyers identified under the Administration Agreement; providedthat, prior to the recordation, record title shall be retained by the Seller, in trust, for the benefit of Buyers, for the sole purpose of facilitating the servicing and the supervision of the servicing of the Mortgage Loans. For the avoidance of doubt, the parties acknowledge and agree that the Purchased Assets shall be held by the Administrative Agent for the benefit of Buyers, as more particularly set forth in the Administration Agreement.

f.With respect to each Wet-Ink Mortgage Loan, by no later than the Wet-Ink Delivery Date, Seller shall cause the related Settlement Agent to deliver to the applicable Custodian the remaining documents in the Asset File as more particularly set forth in the related Custodial Agreement.

4.Repurchase

a.Seller shall repurchase the related Purchased Assets from Administrative Agent for the benefit of Buyers on each related Repurchase Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Administrative Agent shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Price Differential Payment Date except as otherwise provided herein). Seller is obligated to repurchase and take physical possession of the Purchased Assets and related Asset Files from Administrative Agent or its designee (including the Custodian) at Seller’s expense on the related Repurchase Date.

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b.Provided that no Default shall have occurred and is continuing, and Administrative Agent has received the related Repurchase Price (excluding accrued and unpaid Price Differential, which, for the avoidance of doubt, shall be paid on the next succeeding Price Differential Payment Date) upon repurchase of the Purchased Assets, Administrative Agent and Buyers will each be deemed to have released their respective interests hereunder in the Purchased Assets (and the Repurchase Assets related thereto) at the request of Seller. The Purchased Assets (and the Repurchase Assets related thereto) shall be delivered to Seller free and clear of any lien, encumbrance or claim of Administrative Agent or the Buyers, and the Administrative Agent shall execute and deliver such terminations and releases as the Seller may reasonably request to evidence the foregoing. With respect to payments in full by the related Mortgagor of a Purchased Mortgage Loan, Seller agrees to promptly remit (or cause to be remitted) to Administrative Agent for the benefit of Buyers the Repurchase Price with respect to such Purchased Mortgage Loan. Administrative Agent and Buyers agree to release their respective interests in Purchased Mortgage Loans which have been prepaid in full after receipt of evidence of compliance with the immediately preceding sentence.

c.Prior to a GNMA EBO becoming a real estate owned property, Seller shall (i) notify Administrative Agent in writing that such GNMA EBO shall become a real estate owned property and (ii) the Asset Value on account of the related GNMA EBO shall be decreased to zero and Seller shall immediately repurchase such GNMA EBO prior to the conversion of the GNMA EBO to a real estate owned property.

5.Price Differential.

a.On each Business Day that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential for the preceding Pricing Period shall be settled in cash on each related Price Differential Payment Date. Two (2) Business Days prior to the Price Differential Payment Date, Administrative Agent shall give Seller written or electronic notice of the amount of the Price Differential due on such Price Differential Payment Date. On the Price Differential Payment Date, Seller shall pay to Administrative Agent the Price Differential for the benefit of Buyers for such Price Differential Payment Date (along with any other amounts then due and owing pursuant to Sections 7 and 36 hereof and Section 3 of the Pricing Side Letter), by wire transfer in immediately available funds.

b.If Seller fails to pay all or part of the Price Differential by 3:00 p.m. (New York City time) on the related Price Differential Payment Date, with respect to any Purchased Asset, Seller shall be obligated to pay to Administrative Agent for the benefit of Buyers (in addition to, and together with, the amount of such Price Differential) interest on the unpaid Repurchase Price at a rate per annum equal to the Post-Default Rate until the Price Differential is received in full by Administrative Agent for the benefit of Buyers.

c.If prior to any Price Differential Payment Date, Administrative Agent determines in its sole good faith discretion that, by reason of circumstances affecting the relevant market, (i) adequate and reasonable means do not exist for ascertaining the Reference Rate; (ii) the Reference Rate is no longer in existence; (iii) continued implementation of the Reference Rate is no longer operationally, administratively or technically feasible or no significant market practice for the administration of the Reference Rate exists, (iv) the Reference Rate will not adequately and fairly reflect the cost to Administrative Agent and Buyers of purchasing or maintaining Transactions or (v) the administrator

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of the Reference Rate or a Governmental Authority having jurisdiction over Administrative Agent has made a public statement identifying a specific date after which the Reference Rate shall no longer be made available or used for determining the interest rate of loans, Administrative Agent may give prompt notice thereof to Seller, whereupon the rate for such period that will replace the Reference Rate for such period, and for all subsequent periods until such notice has been withdrawn by Administrative Agent, shall be the greater of (x) an alternative benchmark rate (including any mathematical or other adjustments to the benchmark rate (if any) incorporated therein) and (y) zero, together with any proposed Successor Rate Conforming Changes, as determined by Administrative Agent in its sole good faith discretion (any such rate, a “Successor Rate”).

d.To the extent Administrative Agent implements a Successor Rate and Successor Rate Conforming Changes it will promptly notify Seller Parties of the effectiveness of any such changes. Any determination of a Successor Rate and the adoption of Successor Rate Conforming Changes shall be made by Buyer in a manner substantially consistent with market practice with respect to similarly situated counterparties with substantially similar assets in similar facilities and any such Successor Rate Conforming Changes will become effective without any further action or consent of Seller Parties to this Agreement or the other Program Agreements.

6.Margin Maintenance; Reallocation of Purchase Price

a.If at any time the outstanding Purchase Price-Base plus Purchase Price-Incremental 1 of any Purchased Asset subject to a Transaction is greater than the Asset Value-Base plus Asset Value-Incremental 1 of such Purchased Asset subject to a Transaction (a “Margin Deficit”), then Administrative Agent may by notice to Seller require Seller to transfer to Administrative Agent for the benefit of Buyers cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”).

b.Notice delivered pursuant to Section 6(a) above may be given by any written or electronic means. Any notice given before 12:00 noon (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 12:00 noon (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 12:00 noon (New York City time) on the following Business Day (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”). The failure of Administrative Agent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Administrative Agent to do so at a later date. Seller and Administrative Agent each agree that a failure or delay by Administrative Agent to exercise its rights hereunder shall not limit or waive Administrative Agent’s or Buyers’ rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller.

c.In the event that a Margin Deficit exists with respect to any Purchased Asset, Administrative Agent may retain any funds received by it to which the Seller would otherwise be entitled hereunder, which funds (i) shall be held by Administrative Agent against the related Margin Deficit and (ii)

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may be applied by Administrative Agent against the Repurchase Price of any Purchased Asset for which the related Margin Deficit remains otherwise unsatisfied. Notwithstanding the foregoing, the Administrative Agent retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 6.

d.If at any time the outstanding Purchase Price-Base plus Purchase Price-Incremental 1 of any Purchased Mortgage Loan which is subject to a Transaction is greater than the Asset Value-Base plus Asset Value-Incremental 1 of such Purchased Mortgage Loan (a “Purchase Price Deficit-Base/Incremental 1”), and such Purchase Price Deficit-Base/Incremental 1 does not constitute a Margin Deficit, then the amount of such Purchase Price Deficit-Base/Incremental 1 shall be reallocated by the Administrative Agent and added to the Purchase Price-Incremental 2; provided that the Administrative Agent agrees to promptly notify (which for this purpose may be by electronic communication) the Seller after such reallocation; providedfurther that the failure to give such notice shall not affect the validity of such reallocation and application of such funds.

7.Income Payments

d.Upon the occurrence and during the continuance of an Event of Default, at the request of the Administrative Agent, Seller shall, and shall cause Servicer to, deposit all Income into the account set forth in Section 9, upon receipt thereof, in accordance with Section 12(c) hereof. All Income received on account of the Purchased Assets during the term of a Transaction shall be the property of Administrative Agent for the benefit of Buyers.

e.(1)    Seller shall remit all Income (other than claims addressed pursuant to Section 7(b)(2) and prepayments of principal in full addressed pursuant to Section 7(d)) with respect to each GNMA EBO to Servicer within one (1) Business Day following receipt thereof. Seller shall cause the applicable Servicer of GNMA EBOs to deposit all Income (other than claims addressed pursuant to Section 7(b)(2)) with respect to such GNMA EBOs (providedthat to the extent HUD deducts from amounts otherwise due on account of a GNMA EBO subject to the Agreement, any amounts owing by Servicer to HUD which are not attributable to such GNMA EBO, Seller shall give prompt written notice thereof to Administrative Agent and shall remit, within five (5) Business Days following notice or knowledge of such deduction by HUD, such deducted amounts to the Collection Account) into the Collection Account within two (2) Business Days of receipt thereof. On the Business Day prior to the Remittance Date, Seller shall cause the Servicer to remit all funds on deposit in the Collection Account to Seller. On the Remittance Date, Seller shall remit all such funds received from Servicer (minus payments received on account of interest in excess of the Price Differential) to the Administrative Agent at the account set forth in Section 9 or as otherwise instructed by Administrative Agent in writing. On the Remittance Report Date, Seller shall provide to Administrative Agent a written report detailing the application of funds in the Collection Account on the applicable Remittance Date. Provided no Event of Default has occurred and is continuing, funds remitted to the Administrative Agent during any Collection Period shall be applied by Administrative Agent on each Remittance Date prior to the occurrence of an Event of Default as follows:

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(a)first, to Administrative Agent for the benefit of Buyers on account of due but unpaid fees, expenses, indemnity amounts and any other amounts then due and owing to the Administrative Agent or Buyers from the Seller under this Agreement;

(b)second, to Administrative Agent for the benefit of Buyers an amount sufficient to eliminate any outstanding Margin Deficit; and

(c)third, all remaining amounts (if any), to the Seller.

Notwithstanding any provision to the contrary in this Section 7, upon the occurrence and continuance of an Event of Default, Administrative Agent shall apply all Income in the Collection Account to reduce the Obligations hereunder to zero.

(2)    The Seller shall be listed as the mortgagee of record and shall deposit all claims submitted on account of GNMA EBOs into the payee account (the “Clearing Account”) and shall transfer (or cause to be transferred) all such amounts so received to Servicer on the same or next Business Day following receipt thereof. Seller shall cause Servicer to remit all such funds in the Collection Account within two (2) Business Days of receipt thereof. To the extent HUD deducts any amounts owing by the Seller to HUD, which are not attributable to the GNMA EBOs, the Seller shall remit, within five (5) Business Days following receipt of notice or knowledge of such deduction, such deducted amounts into the Collection Account.

a.Provided no Event of Default has occurred and is continuing, on each Price Differential Payment Date, Seller shall remit to Administrative Agent for the benefit of Buyers an amount equal to the Price Differential in accordance with Section 5 of this Agreement.

b.Notwithstanding any provision to the contrary in this Section 7, Seller shall cause Servicer to, upon receipt thereof, deposit any prepayment of principal in full with respect to any Purchased Mortgage Loan into the Collection Account. Within one (1) Business Day after receipt by Servicer, Seller shall cause Servicer to remit such amount to Seller. On the same day as receipt thereof, Seller shall remit such amount to Administrative Agent for the benefit of Buyers and Administrative Agent shall apply any such amount received to reduce the amount of the Repurchase Price due upon termination of the related Transaction.

8.Security Interest

a.Conveyance; Security Interest. (1) On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Assets identified on the related Asset Schedule, including related Servicing Rights and Asset Documents, and the Repurchase Assets to Administrative Agent for the benefit of Buyers. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Administrative Agent as security for the performance by Seller of the Obligations and hereby grants, assigns and pledges to Administrative Agent a fully perfected first priority security interest (in each case, to the extent a security interest may be perfected by possession, control or filing of a UCC financing statement) in

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the Purchased Assets, including related Servicing Rights and Asset Documents related to such Purchased Assets, the Servicer Advances related to such Purchased Assets, all debenture interests payable by HUD on account of any GNMA EBO which constitutes a Purchased Asset, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Assets, the Records related to the Purchased Assets, the Program Agreements (to the extent such Program Agreements and Seller’s rights thereunder relate to the Purchased Assets), any related Take-out Commitments related to such Purchased Assets, any Property relating to the Purchased Assets, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income related to such Purchased Assets, the Collection Account, Interest Rate Protection Agreements related to such Purchased Assets, deposit accounts or securities accounts related to the Purchased Assets (including any interest of Seller in escrow accounts) and any other contract rights, instruments, deposit accounts or securities accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets, in each case, relating to the Purchased Assets and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing, whether now owned or hereafter acquired, now existing or hereafter created in each case excluding any Take-out Commitments and Interest Rate Protection Agreements to the extent Seller may not, pursuant to the provisions thereof, assign or transfer, or pledge or grant a security interest in, such Take-out Commitments or Interest Rate Protection Agreements without the consent of, or without violating its obligations to, the related Take-out Investor or counterparty to such Interest Rate Hedging Agreement, but only to the extent such provisions are not rendered ineffective against the Administrative Agent under Article 9, Part 4 of the Uniform Commercial Code (collectively, the “Repurchase Assets”). (2) Administrative Agent and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby grants to Administrative Agent, for the benefit of Buyers, a security interest in Seller’s rights under the VFN Repurchase Agreement, including, without limitation, any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created. Seller shall deliver an irrevocable instruction (the “Irrevocable Instruction Letter”) to the buyer under the VFN Repurchase Agreement that upon receipt of a notice of an Event of Default under this Agreement, the buyer thereunder is authorized and instructed to remit to Administrative Agent for the benefit of Buyers hereunder directly any amounts otherwise payable to Seller and to deliver to Administrative Agent for the benefit of Buyers all collateral otherwise deliverable to Seller. In furtherance of the foregoing, the Irrevocable Instruction Letter shall also require, upon (i) repayment of the entire obligations under the VFN Repurchase Agreement and the termination of all obligations of the seller thereunder or other termination of the VFN Repurchase Agreement following the repayment of all obligations thereunder, and (ii) if buyer thereunder has received a notice of an Event of Default under this Agreement, that the buyer thereunder deliver to Administrative Agent for the benefit of Buyers hereunder any collateral then in its possession or control.

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b.Servicing Rights. Seller acknowledges that it has no rights to service the Purchased Mortgage Loans except to the extent set forth in this Agreement, the Servicer Notice or the Servicing Agreement. Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Administrative Agent a security interest in the Servicing Rights related to the Purchased Assets and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.

c.Financing Statements. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect (in each case, to the extent a security interest may be perfected by possession, control or filing of a UCC financing statement) Administrative Agent’s security interest created hereby. Furthermore, Seller hereby authorizes the Administrative Agent to file financing statements relating to the Repurchase Assets, as the Administrative Agent, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.

d.Power of Attorney. In addition to the foregoing, Seller agrees to execute a Power of Attorney, in the form of Exhibit D hereto, to be delivered on the date hereof which may be used only in accordance with Section 28 hereof.

e.Intent. The foregoing provisions in Section 8(a) and (b) are each intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 1001(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.

9.Payment and Transfer

Unless otherwise mutually agreed in writing, all transfers of funds to be made by Seller hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to Administrative Agent at the following account maintained by Administrative Agent: [****] or such other account as Administrative Agent shall specify to Seller in writing. Seller acknowledges that it has no rights of withdrawal from the foregoing account. All Purchased Assets transferred by one party hereto to the other party shall be in the case of a purchase by a Buyer in suitable form for transfer or shall be accompanied by duly executed instruments of transfer or assignment in blank and such other documentation as Administrative Agent may reasonably request. All Purchased Assets shall be evidenced by a Trust Receipt. Any Repurchase Price received by Administrative Agent after 4:00 p.m. (New York City time) shall be deemed received on the next succeeding Business Day.

10.Conditions Precedent

a.Initial Transaction. As conditions precedent to the initial Transaction, Administrative Agent shall have received on or before the day of such initial Transaction the following, in form and substance satisfactory to

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Administrative Agent and duly executed by Seller and each other party thereto:

(1)Program Agreements. The Program Agreements duly executed and delivered by the parties thereto and being in full force and effect, free of any modification, breach or waiver.

(2)Security Interest. Evidence that all other actions necessary or, in the opinion of Administrative Agent, desirable to perfect and protect Administrative Agent’s and Buyers’ interest in the Purchased Assets and other Repurchase Assets have been taken, including, without limitation, duly authorized and filed Uniform Commercial Code financing statements on Form UCC-1.

(3)Organizational Documents. A certificate of the corporate secretary or other authorized person of Seller substantially in form and substance acceptable to Administrative Agent in its sole good faith discretion, attaching certified copies of Seller’s organizational documents and resolutions approving the Program Agreements and transactions thereunder (either specifically or by general resolution) and all documents evidencing other necessary corporate action or governmental approvals as may be required in connection with the Program Agreements.

(4)Good Standing Certificate. A certified copy of a good standing certificate from the jurisdiction of organization of Seller, dated as of no earlier than the date ten (10) Business Days prior to the Purchase Date with respect to the initial Transaction hereunder.

(5)Incumbency Certificate. An incumbency certificate of the corporate secretary or other authorized person of Seller, certifying the names, true signatures and titles of the representatives duly authorized to request transactions hereunder and to execute the Program Agreements.

(6)Opinion of Counsel. An opinion of Seller’s counsel, in form and substance acceptable to Administrative Agent in its sole discretion.

(7)Underwriting Guidelines. A true and correct copy of the Underwriting Guidelines certified by an officer of the Seller.

(8)Fees. Payment of any fees due to Administrative Agent and Buyers hereunder.

(9)Insurance. Evidence that Seller has added Administrative Agent as an additional loss payee under the Seller’s Fidelity Insurance.

b.All Transactions. The obligation of Administrative Agent for the benefit of Buyers to enter into each Transaction pursuant to this Agreement is subject to the following conditions precedent:

(10)Due Diligence Review. Without limiting the generality of Section 36 hereof, Administrative Agent and Buyers shall have completed, to their satisfaction, their due diligence review of the related Purchased Assets, Seller and the Servicer.

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(11)Required Documents.

(a)With respect to each Purchased Mortgage Loan which is not a Wet-Ink Mortgage Loan, the Asset File has been delivered to the applicable Custodian in accordance with the applicable Custodial Agreement;

(b)With respect to each Wet-Ink Mortgage Loan, the Wet-Ink Documents have been delivered to Administrative Agent or the applicable Custodian, as the case may be, in accordance with the applicable Custodial Agreement.

(12)Transaction Documents. Administrative Agent or its designee shall have received on or before the day of such Transaction (unless otherwise specified in this Agreement) the following, in form and substance satisfactory to Administrative Agent and (if applicable) duly executed:

(a)A Transaction Request and Asset Schedule delivered by Seller pursuant to Section 3(b) hereof.

(b)If not a Wet-Ink Mortgage Loan, the Request for Certification and the related Asset Schedule delivered by Seller, and (i) with respect to Mortgage Loans other than Simultaneously Funded Early Buyout Loans, the Trust Receipt and the Custodial Asset Schedule or (ii) with respect to Mortgage Loans that are Simultaneously Funded Early Buyout Loans, a preliminary Custodial Asset Schedule, in each case, delivered by the Custodian.

(c)Such certificates, opinions of counsel or other documents as Administrative Agent may reasonably request.

(13)No Default. No Default or Event of Default shall have occurred and be continuing;

(14)Requirements of Law. Neither Administrative Agent nor Buyers shall have determined that the introduction of or a change in any Requirement of Law or in the interpretation or administration of any Requirement of Law applicable to Administrative Agent or any Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Administrative Agent or any Buyer to enter into Transactions with a Pricing Rate based on the Reference Rate.

(15)Representations and Warranties. Both immediately prior to the related Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by Seller in each Program Agreement shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

(16)Electronic Tracking Agreement. To the extent Seller is selling Mortgage Loans which are registered on the MERS® System, an Electronic Tracking Agreement entered into, duly executed and delivered

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by the parties thereto and being in full force and effect, free of any modification, breach or waiver.

(17)Material Adverse Change. None of the following shall have occurred and/or be continuing:

a.Credit Suisse AG, New York Branch’s corporate bond rating as calculated by S&P or Moody’s has been lowered or downgraded to a rating below investment grade by S&P or Moody’s;

b.an event or events shall have occurred in the good faith determination of a Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by mortgage loans or securities or an event or events shall have occurred resulting in such Buyer not being able to finance Purchased Mortgage Loans through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or

c.an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by mortgage loans or an event or events shall have occurred resulting in such Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or

d.there shall have occurred (i) a material change in financial markets, an outbreak or escalation of hostilities or a material change in national or international political, financial or economic conditions; (ii) a general suspension of trading on major stock exchanges; or (iii) a disruption in or moratorium on commercial banking activities or securities settlement services; or

e.there shall have occurred a material adverse change in the financial condition of a Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of such Buyer to fund its obligations under this Agreement.

(18)DE Compare Ratio. Seller’s DE Compare Ratio is less than [****]%.

(19)No HUD Suspension. HUD has not suspended Seller’s ability to originate FHA Loans in any jurisdiction.

(20)GNMA EBOs. Prior to giving effect to any Transaction with respect to GNMA EBOs, Seller shall deliver to Administrative Agent a Servicer Notice addressed to the Servicer of the related GNMA EBOs and agreed to by the Seller and such Servicer, in form and substance acceptable to Administrative Agent, duly executed by the parties thereto.

(21)Designated Mortgage Loan – Purchase Price Incremental 2. With respect to each proposed Transaction for which the Purchase Price-Incremental 2 for a Designated Mortgage Loan will be funded, (i) no Disqualification Event shall have occurred and be continuing, (ii) the Purchase Price-Base and Purchase Price-Incremental 1 shall be fully drawn and (iii) the Purchase Price-Incremental 2 shall be fully drawn upon.

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11.Program; Costs

f.Seller shall reimburse Administrative Agent and Buyers for any of Administrative Agent’s and Buyers’ reasonable out-of-pocket costs, including due diligence review costs and reasonable attorney’s fees, incurred by Administrative Agent and Buyers in determining the acceptability to Administrative Agent and Buyers of any Mortgage Loans. Seller shall also pay, or reimburse Administrative Agent and Buyers if Administrative Agent or Buyers shall pay, any termination fee, which may be due any Servicer that is replaced or terminated in accordance with this Agreement. Seller shall pay the reasonable fees and expenses of Administrative Agent’s and Buyers’ counsel in connection with the Program Agreements. Reasonable legal fees for any subsequent amendments to this Agreement or related documents shall be borne by Seller. Seller shall pay ongoing custodial fees and expenses as set forth in the related Custodial Agreement, and any other ongoing fees and expenses set forth in any other Program Agreement. Without limiting the foregoing, Seller shall pay all fees as and when required under the Pricing Side Letter.

g.If any Buyer determines that, due to the introduction of, any change in, or the compliance by such Buyer with, after the date of this Agreement (i) any Eurocurrency reserve requirement or (ii) the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be an increase in the cost to such Buyer in engaging in the present or any future Transactions, then Seller agrees to pay to such Buyer, from time to time, upon demand by such Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by such Buyer to compensate such Buyer for such increased costs.

h.With respect to any Transaction, Administrative Agent and Buyers may conclusively rely upon, and shall incur no liability to Seller in acting upon, any request or other communication that Administrative Agent and Buyers reasonably believe to have been given or made by a person authorized to enter into a Transaction on Seller’s behalf, whether or not such person is listed on the certificate delivered pursuant to Section 10(a)(5) hereof.

i.Notwithstanding the assignment of the Program Agreements with respect to each Purchased Asset to Administrative Agent for the benefit of Buyers, Seller agrees and covenants with Administrative Agent and Buyers to enforce diligently Seller’s rights and remedies set forth in the Program Agreements.

j.(i) Any payments made by Seller to Administrative Agent or a Buyer under any Program Agreement shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If Seller shall be required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to deduct or withhold any Tax from any sums payable to Administrative Agent or a Buyer, then (i) the Seller shall make such deductions or withholdings and pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; (ii) to the extent the withheld or deducted Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings

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applicable to additional sums payable under this Section 11(e)) Administrative Agent receives an amount equal to the sum it would have received had no such deductions or withholdings been made; and (iii) the Seller shall notify the Administrative Agent of the amount paid and shall provide the original or a certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment within ten (10) days thereafter. Seller shall otherwise indemnify Administrative Agent and such Buyer, within ten (10) days after demand therefor, for any Indemnified Taxes or Other Taxes imposed on Administrative Agent or such Buyer (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 11(e)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority.

    (ii) Administrative Agent shall and shall cause each Buyer to deliver to the Seller, at the time or times reasonably requested by the Seller, such properly completed and executed documentation reasonably requested by the Seller as will permit payments made hereunder to be made without withholding or at a reduced rate of withholding. In addition, Administrative Agent shall and shall cause each Buyer, if reasonably requested by Seller, to deliver such other documentation prescribed by applicable law or reasonably requested by the Seller as will enable the Seller to determine whether or not Administrative Agent or such Buyer is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in this Section 11, the completion, execution and submission of such documentation (other than such documentation in Section 11(e)((ii)(A), (B) and (C) below) shall not be required if in a Buyer’s judgment such completion, execution or submission would subject such Buyer to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Buyer. Without limiting the generality of the foregoing, Administrative Agent shall and shall cause a Buyer to deliver to the Seller, to the extent legally entitled to do so:

(A) in the case of a Buyer or Buyer assignee or participant which is a “U.S. Person” as defined in section 7701(a)(30) of the Code, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 certifying that it is not subject to U.S. federal backup withholding tax;

(B) in the case of a Buyer or Buyer assignee or participant which is not a “U.S. Person” as defined in Code section 7701(a)(30): (I) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or W-8ECI, as appropriate, evidencing entitlement to a zero percent or reduced rate of U.S. federal income tax withholding on any payments made hereunder, (II) in the case of such non-U.S. Person claiming exemption from the withholding of U.S. federal income tax under Code sections 871(h) or 881(c) with respect to payments of “portfolio interest,” a duly executed certificate (a “U.S. Tax Compliance Certificate”) to the effect that such non-U.S. Person is not (x) a “bank” within the meaning of Code section 881(c)(3)(A), (y) a “10 percent shareholder” of Seller or affiliate thereof, within the meaning of Code section 881(c)(3)(B), or (z) a “controlled foreign corporation” described in Code section 881(c)(3)(C), (III) to the extent such non-U.S. person is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such non-U.S. person is a partnership and one or more direct or indirect partners of such

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non-U.S. person are claiming the portfolio interest exemption, such non-U.S. person may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner, and (IV) executed originals of any other form or supplementary documentation prescribed by law as a basis for claiming exemption from or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by law to permit Seller to determine the withholding or deduction required to be made.

(C) if a payment made to a Buyer or Buyer assignee or participant under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Buyer or assignee or participant were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), Administrative Agent on behalf of such Buyer or assignee or participant shall deliver to the Seller at the time or times prescribed by law and at such time or times reasonably requested by the Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Seller as may be necessary for the Seller to comply with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 11(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

The applicable IRS forms referred to above shall be delivered by Administrative Agent on behalf of each applicable Buyer or Buyer assignee or participant on or prior to the date on which such person becomes a Buyer or Buyer assignee or participant under this Agreement, as the case may be, and upon the obsolescence or invalidity of any IRS form previously delivered by it hereunder.

k.Any indemnification payable by Seller to Administrative Agent or a Buyer for Indemnified Taxes or Other Taxes that are imposed on Administrative Agent or such Buyer, as described in Section 11(e)(i) hereof, shall be paid by Seller within ten (10) days after demand therefor from Administrative Agent. A certificate as to the amount of such payment or liability delivered to the Seller by the Administrative Agent on behalf of a Buyer shall be conclusive absent manifest error.

l.Each party’s obligations under this Section 11 shall survive any assignment of rights by, or the replacement of, a Buyer, and the repayment, satisfaction or discharge of all obligations under any Program Agreement.

    h.    Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes to treat each Transaction as indebtedness of Seller that is secured by the Purchased Assets, and the Purchased Assets as owned by Seller in the absence of an Event of Default by Seller. Administrative Agent, each Buyer and Seller agree that they will treat and report for all tax purposes the Transactions entered into hereunder as one or more loans from a Buyer to Seller secured by the Purchased Mortgage Loans, unless otherwise prohibited by law or upon a final determination by any taxing authority that the Transactions are not loans for tax purposes.

12.Servicing

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a.Seller, on Administrative Agent’s and Buyers’ behalf, shall contract with Servicer to, or if Seller is the Servicer, Seller shall, service the Purchased Mortgage Loans consistent with the degree of skill and care that Seller customarily requires with respect to similar Purchased Mortgage Loans owned or managed by it and in accordance with Accepted Servicing Practices. The Seller and Servicer shall (i) comply in all material respects with all applicable federal, state and local laws and regulations related to the servicing of such Purchased Mortgage Loans, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not impair the rights of Administrative Agent or Buyers in any Purchased Mortgage Loans or any payment thereunder. Administrative Agent may terminate the servicing of any Purchased Mortgage Loans with the then existing Servicer in accordance with Section 12.e hereof.

b.Seller shall, and shall cause the Servicer to, hold or cause to be held all escrow funds collected by Seller and Servicer with respect to any Purchased Mortgage Loans in trust accounts and shall apply the same for the purposes for which such funds were collected.

c.Seller shall, and shall cause the Servicer to, remit all collections received by Servicer (x) with respect to the Purchased Mortgage Loans, at the request of the Administrative Agent at any time an Event of Default has occurred and is continuing, to the account set forth in Section 9 hereof and (y) with respect to the GNMA EBOs, at all times prior to an Event of Default, to the Collection Account.

d.In the event there is a third party Servicer and upon Administrative Agent’s request, Seller shall provide promptly to Administrative Agent a Servicer Notice addressed to and agreed to by the Servicer of the related Purchased Mortgage Loans, advising such Servicer of such matters as Administrative Agent may reasonably request, including, without limitation, recognition by the Servicer of Administrative Agent’s and Buyers’ interest in such Purchased Mortgage Loans and the Servicer’s agreement that upon receipt of notice of an Event of Default from Administrative Agent, it will follow the instructions of Administrative Agent with respect to the Purchased Mortgage Loans and any related Income with respect thereto.

e.Upon the occurrence of an Event of Default hereunder or a material default under the Servicing Agreement, Administrative Agent shall have the right to immediately terminate the Servicer’s right to service the Purchased Mortgage Loans without payment of any penalty or termination fee. For the avoidance of doubt, such termination by Administrative Agent shall not be subject to any payment requirement under the Servicing Agreement including, without limitation, the Exit Fee (as defined in the Servicing Agreement) and any reimbursement for Servicer’s expenses, all of which shall remain an obligation of the Seller. Seller and the Servicer shall cooperate in transferring the servicing of the Purchased Mortgage Loans to a successor servicer appointed by Administrative Agent on behalf of Buyers in its sole discretion. For the avoidance of doubt any termination of the Servicer’s rights to service by the Administrative Agent as a result of an Event of Default shall be deemed part of an exercise of the Administrative Agent’s rights to cause the liquidation, termination or acceleration of this Agreement.

f.If Seller should discover that, for any reason whatsoever, Seller or any entity responsible to Seller for managing or servicing any such Purchased Mortgage Loan has failed to perform fully Seller’s obligations under the Program Agreements or any of the obligations of such entities with respect to the Purchased Mortgage Loans, Seller shall promptly notify Administrative Agent.

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g.Reserved.

h.For the avoidance of doubt, the Seller retains no economic rights to the servicing of the Purchased Mortgage Loans other than as set forth herein. As such, the Seller expressly acknowledges that the Purchased Mortgage Loans are sold to Administrative Agent for the benefit of Buyers on a “servicing released” basis with such servicing retained by the Servicer.

13.Representations and Warranties

a.Seller represents and warrants to Administrative Agent and Buyers as of the date hereof and as of each Purchase Date for any Transaction that:

(1)Seller Existence. Seller has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware.

(2)Licenses. Seller is duly licensed and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted and complies in all material respects with all applicable federal, state or local laws, rules and regulations. Seller has the requisite power and authority and legal right to originate and purchase Mortgage Loans (as applicable) and to own, sell and grant a lien on all of its right, title and interest in and to the Mortgage Loans, and to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of, each Program Agreement and any Transaction Request. Seller is an FHA Approved Mortgagee and, to the extent Seller is originating VA Loans, a VA Approved Lender.

(3)Power. Seller has all requisite corporate or other power, and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted.

(4)Due Authorization. Seller has all necessary corporate or other power, authority and legal right to execute, deliver and perform its obligations under each of the Program Agreements, as applicable. Each Program Agreement has been (or, in the case of Program Agreements not yet executed, will be) duly authorized, executed and delivered by Seller, all requisite or other corporate action having been taken, and each is valid, binding and enforceable against Seller in accordance with its terms except as such enforcement may be affected by bankruptcy, by other insolvency laws, or by general principles of equity.

(5)Financial Statements. The Seller has heretofore furnished to Administrative Agent a copy of (a) its consolidated balance sheet and the consolidated balance sheets of its consolidated Subsidiaries for the fiscal years of the Seller ended December 31, 2014 and December 31, 2015 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of Grant Thornton LLP (for the fiscal year ending December 31, 2014) and Ernst & Young LLP (for the fiscal year

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ending December 31, 2015) and (b) its consolidated balance sheet and the consolidated balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Seller ended September 30, 2016 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such financial statements are complete and correct and fairly present, in all material respects, the consolidated financial condition of the Seller and its Subsidiaries and the consolidated results of their operations as at such dates and for such fiscal periods, all in accordance with GAAP (other than with respect to unaudited financial statements, footnotes, year-end adjustments and cash flow statements) applied on a consistent basis. Since December 31, 2015, there has been no material adverse change in the consolidated business, operations or financial condition of the Seller and its consolidated Subsidiaries taken as a whole from that set forth in said financial statements nor is Seller aware of any state of facts which (with notice or the lapse of time) would reasonably be expected to result in any such material adverse change. The Seller has, on the date of the statements delivered pursuant to this Section (the “Statement Date”) no material liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or material liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of Seller except as heretofore disclosed to Administrative Agent in writing.

(6)Event of Default. There exists no Event of Default under Section 15(b) hereof, which default gives rise to a right to accelerate indebtedness as referenced in Section 15(b) hereof, under any mortgage, borrowing agreement or other instrument or agreement pertaining to indebtedness for borrowed money or to the repurchase of mortgage loans or securities.

(7)Solvency. Seller is solvent and will not be rendered insolvent by any Transaction and, after giving effect to such Transaction, will not be left with an unreasonably small amount of capital with which to engage in its business. Seller does not intend to incur, nor believes that it has incurred, debts beyond its ability to pay such debts as they mature and is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of such entity or any of its assets. The amount of consideration being received by Seller upon the sale of the Purchased Assets to Administrative Agent for the benefit of Buyers constitutes reasonably equivalent value and fair consideration for such Purchased Assets. Seller is not transferring any Purchased Assets to Administrative Agent with any intent to hinder, delay or defraud any of its creditors.

(8)No Conflicts. The execution, delivery and performance by Seller of each Program Agreement do not conflict in any material respect with any term or provision of the formation documents or by-laws of Seller. The execution, delivery and performance by Seller of each Program Agreement do not conflict, in any material respect, with any material law, rule, regulation, order, judgment, writ, injunction or decree applicable to Seller of any court,

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regulatory body, administrative agency or governmental body having jurisdiction over Seller.

(9)True and Complete Disclosure. All information, reports, exhibits, schedules, financial statements or certificates of Seller or any Affiliate thereof or any of their officers furnished or to be furnished to Administrative Agent or Buyers in connection with the initial or any ongoing due diligence of Seller or any Affiliate or officer thereof, negotiation, preparation, or delivery of the Program Agreements are true and complete in all material respects and do not omit to disclose any material facts necessary to make the statements herein or therein, in light of the circumstances in which they are made, not misleading. All financial statements have been prepared in accordance with GAAP (other than solely with respect to unaudited financial statements, footnotes, year-end adjustments and cash flow statements).

(10)Approvals. No consent, approval, authorization or order of, registration or filing with, or notice to any governmental authority or court is required under applicable law in connection with the execution, delivery and performance by Seller of each Program Agreement.

(11)Litigation. Except as otherwise disclosed to Administrative Agent in writing, there is no action or proceeding pending with respect to which Seller has received service of process or, to the best of Seller’s knowledge threatened against it before any court, administrative agency or other tribunal (A) asserting the invalidity of any Program Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated any Program Agreement, (C) excluding Ordinary Course Litigation making a claim individually or in an aggregate amount greater than $[****], or (D) which could reasonably be expected to materially and adversely affect the validity of the Purchased Assets or the performance by it of its obligations under, or the validity or enforceability of any Program Agreement.

(12)Material Adverse Change. There has been no Material Adverse Effect since the date set forth in the most recent financial statements supplied to Administrative Agent.

(13)Ownership. Upon payment of the Purchase Price and the filing of the financing statement and delivery of the Asset Files to the Custodian and the Custodian’s receipt of the related Request for Certification, Administrative Agent shall become the sole owner of the Purchased Assets and related Repurchase Assets for the benefit of the Buyers, free and clear of all liens and encumbrances.

(14)Underwriting Guidelines. The Underwriting Guidelines provided to Administrative Agent are the true and correct Underwriting Guidelines of the Seller.

(15)Taxes. Seller and its Subsidiaries have timely filed all income tax returns and other material tax returns that are required to be filed by them and have paid all taxes prior to delinquency, except for any such taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves

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have been provided. The charges, accruals and reserves on the books of Seller and Seller’s Subsidiaries in respect of taxes and other governmental charges are, in the opinion of Seller, adequate.

(16)Investment Company. Neither Seller nor any of its Subsidiaries is an “investment company”, or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

(17)Chief Executive Office; Jurisdiction of Organization. On the Effective Date, Seller’s chief executive office, is and has been located at 26642 Towne Centre Drive, Foothill Ranch, CA 92610. On the Effective Date, Seller’s jurisdiction of organization is Delaware. Seller shall provide Administrative Agent with thirty (30) days advance notice of any change in Seller’s principal office or place of business, legal name or jurisdiction. Except as otherwise disclosed to the Administrative Agent in writing, Seller does not have any trade name. Except as otherwise disclosed to the Administrative Agent in writing, during the preceding five years, Seller has not been known by or done business under any other name, corporate or fictitious, and has not filed or had filed against it any bankruptcy receivership or similar petitions nor has it made any assignments for the benefit of creditors.

(18)Location of Books and Records. The location where Seller keeps its books and records, including all computer tapes and records relating to the Purchased Assets and the related Repurchase Assets is its chief executive office.

(19)Adjusted Tangible Net Worth. On the Effective Date, Seller’s Adjusted Tangible Net Worth is not less than the amount set forth in Section 2.1 of the Pricing Side Letter.

(20)ERISA. Each Plan to which Seller or its Subsidiaries make direct contributions, and, to the knowledge of Seller, each other Plan and each Multiemployer Plan, is in compliance in all material respects with, and has been administered in all material respects in compliance with, the applicable provisions of ERISA, the Code and any other Federal or State law.

(21)Adverse Selection. Seller has not selected the Purchased Assets in a manner so as to adversely affect Buyers’ interests.

(22)Agreements. Neither Seller nor any Subsidiary of Seller is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement, instrument, or indenture which default could reasonably be expected to have a material adverse effect on the business, operations, properties, or financial condition of Seller as a whole.

(23)Other Indebtedness. All Indebtedness (other than Indebtedness evidenced by this Agreement) of Seller existing on the Effective Date is listed on Exhibit D to the Pricing Side Letter (the “Existing Indebtedness”).

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(24)Agency Approvals. With respect to each Agency Security and to the extent necessary, Seller is an FHA Approved Mortgagee, a VA Approved Lender and approved by GNMA as an approved lender. Seller is also approved by Fannie Mae as an approved lender and Freddie Mac as an approved seller/servicer, and, to the extent necessary, approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act. In each such case, Seller is in good standing, with no event having occurred or Seller having any reason whatsoever to believe or suspect will occur prior to the issuance of the Agency Security or the consummation of the Take-out Commitment, as the case may be, including, without limitation, a change in insurance coverage which would either make Seller unable to comply with the eligibility requirements for maintaining all such applicable approvals or require notification to the relevant Agency or to the Department of Housing and Urban Development, FHA or VA. Should Seller for any reason cease to possess all such applicable approvals, or should notification to the relevant Agency or to the Department of Housing and Urban Development, FHA or VA be required, Seller shall so notify Administrative Agent immediately in writing.

(25)No Reliance. Seller has made its own independent decision to enter into the Program Agreements and each Transaction and as to whether such Transaction is appropriate and proper for it based upon its own judgment and upon advice from such advisors (including without limitation, legal counsel and accountants) as it has deemed necessary. Seller is not relying upon any advice from Administrative Agent or Buyers as to any aspect of the Transactions, including without limitation, the legal, accounting or tax treatment of such Transactions.

(26)Plan Assets. Seller is not an employee benefit plan as defined in Section 3 of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code, and the Purchased Assets are not “plan assets” within the meaning of 29 CFR §2510.3 101 as amended by Section 3(42) of ERISA, in Seller’s hands, and transactions by or with Seller are not subject to any state or local statute regulating investments or fiduciary obligations with respect to governmental plans within the meaning of Section 3(32) of ERISA or church plans within the meaning of Section 3(33) of ERISA.

(27)No Prohibited Persons. Neither Seller nor any of its Affiliates, officers, directors, partners or members, is an entity or person (or to Seller’s knowledge, 50 percent or greater owned by an entity or person): (i) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http:www.treas.gov/ofac/t11sdn.pdf); or (ii) is otherwise the target of sanctions administered by OFAC (any and all parties or persons described in clauses (i) and (ii) above are herein referred to as a “Prohibited Person”).

(28)Servicing. Seller has adequate financial standing, servicing facilities, procedures and experienced personnel necessary for the sound servicing of mortgage loans of the same types as may from time to time constitute Mortgage Loans and in accordance with Accepted Servicing Practices.

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b.With respect to every Purchased Asset, Seller represents and warrants to Administrative Agent and Buyers as of the applicable Purchase Date for any Transaction and each date thereafter that each representation and warranty set forth on Schedule 1 is true and correct.

c.The representations and warranties set forth in this Agreement shall survive transfer of the Purchased Assets to Administrative Agent for the benefit of Buyers and each Buyer and shall continue for so long as the Purchased Assets are subject to this Agreement. Upon discovery by Seller or Administrative Agent of any breach of any of the representations or warranties set forth in this Agreement, the party discovering such breach shall promptly give notice of such discovery to the others. Administrative Agent has the right to require, in its unreviewable discretion, Seller to repurchase within one (1) Business Day after receipt of notice from Administrative Agent any Purchased Asset for which a breach of one or more of the representations and warranties referenced in Section 13(b) exists and which breach has a material adverse effect on the value of such Purchased Asset or the interests of Administrative Agent or Buyers, and such repurchase shall occur within one (1) Business Day after receipt of notice from Administrative Agent requesting the same.

14.Covenants

Seller covenants with Administrative Agent and Buyers that, during the term of this facility:

a.Litigation. Seller will promptly, and in any event within ten (10) days after service of process on any of the following, give to Administrative Agent notice of all litigation, actions, suits, arbitrations (including, without limitation, any of the foregoing which are threatened or pending) or other legal or arbitrable proceedings affecting Seller or any of its Subsidiaries or affecting any of the Property of any of them before any Governmental Authority that (i) questions or challenges the validity or enforceability of any of the Program Agreements or any action to be taken in connection with the transactions contemplated hereby, (ii) excluding Ordinary Course Litigation, makes a claim individually or in an aggregate amount greater than $[****], or (iii) which, individually or in the aggregate could be reasonably likely to have a Material Adverse Effect. Seller will promptly provide notice of any judgment, which with the passage of time, could cause an Event of Default hereunder.

b.Prohibition of Fundamental Changes. Seller shall not enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets.

c.Servicing. Seller shall not cause the Purchased Mortgage Loans to be serviced by any Servicer other than a Servicer expressly approved in writing by Administrative Agent on behalf of Buyers, which approval shall be deemed granted by Administrative Agent on behalf of Buyers with respect to Seller and Cenlar FSB with the execution of this Agreement.

d.Insurance. The Seller shall continue to maintain, for Seller and its Subsidiaries, Fidelity Insurance in an aggregate amount acceptable to Fannie Mae, Freddie Mac and GNMA. The Seller shall maintain, for Seller and its

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Subsidiaries, Fidelity Insurance in respect of its officers, employees and agents, with respect to any claims made in connection with all or any portion of the Repurchase Assets. The Seller shall notify the Administrative Agent of any material change in the terms of any such Fidelity Insurance.

e.No Adverse Claims. Seller warrants and will defend, and shall cause any Servicer to defend, the right, title and interest of Administrative Agent and Buyers in and to all Purchased Assets and the related Repurchase Assets against all adverse claims and demands.

f.Assignment. Except as permitted herein, neither Seller nor any Servicer shall sell, assign, transfer or otherwise dispose of, or grant any option with respect to, or pledge, hypothecate or grant a security interest in or lien on or otherwise encumber (except pursuant to the Program Agreements), any of the Purchased Assets or any interest therein, provided that this Section shall not prevent any transfer of Purchased Assets in accordance with the Program Agreements.

g.Security Interest. Seller shall do all things necessary to preserve the Purchased Assets and the related Repurchase Assets so that they remain subject to a first priority perfected security interest hereunder (in each case, to the extent a security interest may be perfected by possession, control or filing of a UCC financing statement). Without limiting the foregoing, Seller will comply in all material respects with all rules, regulations and other laws of any Governmental Authority and cause the Purchased Assets or the related Repurchase Assets to comply in all material respects with all applicable rules, regulations and other laws.

h.Records.

(1)Seller shall collect and maintain or cause to be collected and maintained all Records relating to the Purchased Assets and Repurchase Assets in accordance with industry custom and practice for assets similar to the Purchased Assets and Repurchase Assets, including those maintained pursuant to the preceding subparagraph, and all such Records shall be in the Seller’s, Custodian’s or Servicer’s possession (in accordance with this Agreement and the Custodial Agreement) unless Administrative Agent otherwise approves. Except in accordance with the Custodial Agreement, Seller will not allow any such papers, records or files that are an original or an only copy to leave the Seller’s, Custodian’s or Servicer’s possession, except for individual items removed in connection with servicing a specific Purchased Mortgage Loan, in which event Seller will obtain or cause to be obtained a receipt from a financially responsible person for any such paper, record or file. Seller or the Servicer of the Purchased Assets will maintain all such Records not in the possession of the Custodian in good and complete condition in accordance with industry practices for assets similar to the Purchased Assets and preserve them against loss.

(2)For so long as Administrative Agent has an interest in or lien on any Purchased Assets, Seller will hold or cause to be held all related Records in trust for Administrative Agent. Seller shall notify, or cause to be notified, every other party holding any such Records of the interests and liens in favor of Administrative Agent granted hereby.

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(3)Upon reasonable advance notice from the Custodian or Administrative Agent, Seller shall (x) make any and all such Records available to the Custodian, Administrative Agent and a Buyer to examine any such Records, either by its own officers or employees, or by agents or contractors, or both, and make copies of all or any portion thereof, and (y) permit Administrative Agent or a Buyer or its authorized agents to discuss the affairs, finances and accounts of Seller with its chief operating officer and chief financial officer and to discuss the affairs, finances and accounts of Seller with its independent certified public accountants.

i.Books. Seller shall keep or cause to be kept in reasonable detail books and records of account of its assets and business and shall clearly reflect therein the transfer of Purchased Assets to Administrative Agent for the benefit of Buyers.

j.Approvals. Seller shall maintain all licenses, permits or other approvals necessary for Seller to conduct its business and to perform its obligations under the Program Agreements, and Seller shall conduct its business in accordance in all material respects with applicable law.

k.Material Change in Business. Seller shall not make any material change in the nature of its business as carried on at the date hereof.

l.Underwriting Guidelines. Without prior written notice to the Administrative Agent, Seller shall not amend or otherwise modify the Underwriting Guidelines. Without limiting the foregoing, in the event that Seller makes any amendment or modification to the Underwriting Guidelines, Seller shall promptly deliver to Administrative Agent a complete copy of the amended or modified Underwriting Guidelines.

m.Distributions. If an Event of Default has occurred and is continuing, Seller shall not pay any dividends with respect to any capital stock or other equity interests in such entity, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Seller, except that, notwithstanding the foregoing, Seller shall be permitted at all times to make Tax Distributions.

n.Applicable Law. Seller shall comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority.

o.Existence. Seller shall preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises.

p.Chief Executive Office; Jurisdiction of Organization. Seller shall not move its chief executive office from the address referred to in Section 13(a)(17) or change its jurisdiction of organization from the jurisdiction referred to in Section 13(a)(17) unless it shall have provided Administrative Agent thirty (30) days’ prior written notice of such change.

q.Taxes. Seller shall timely file all tax returns that are required to be filed by it and shall timely pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property prior to the date on which penalties attach thereto, except

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for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained.

r.Transactions with Affiliates. Seller will not enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) otherwise not prohibited under the Program Agreements and (b) upon fair and reasonable terms no less favorable to Seller than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate. Nothing herein shall prohibit distributions and dividends that are not prohibited under Section 14(m) hereof.

s.Guarantees. Seller shall not create, incur, assume or suffer to exist any Guarantees, except (i) to the extent reflected in Seller’s financial statements or notes thereto (ii) to the extent the aggregate Guarantees of Seller do not exceed $[****], or (iii) to the extent such Guarantee is otherwise disclosed to Administrative Agent in writing.

t.Indebtedness. Seller shall not incur any additional material Indebtedness, including without limitation, any Indebtedness relating to any mortgage servicing rights or corporate or servicing advances, (other than (i) the Existing Indebtedness in amounts not to exceed the amounts specified on Exhibit D to the Pricing Side Letter and (ii) usual and customary accounts payable for a mortgage company) without providing written notice of the same to the Administrative Agent.

u.HUD and FHA Matters Regarding Income and Accounts with Respect to GNMA EBOs.

(4)With respect to each GNMA EBO that is an FHA Loan, Seller shall list the Servicer as the servicer on FHA LEAP System and the Seller to be identified as the mortgagee of record on such system under mortgagee number 30096-00011. With respect to each GNMA EBO that is a VA Loan, Seller shall list the Servicer as the servicer on the VALERI system under payee vendor identification number 902584-00-00. Seller shall cause Servicer to submit all claims to HUD and VA under such applicable numbers for remittance of amounts to the Clearing Account.

(5)To the extent HUD deducts any amounts owing by (i) Seller or (ii) Servicer that are unrelated to the applicable GNMA EBO, in each case, to HUD, Seller shall deposit, or cause Servicer to deposit, within five (5) Business Days following notice or knowledge of such deduction by HUD, such deducted amounts into the applicable account.

(6)Seller shall maintain HUD and GNMA approvals. Should Seller for any reason, cease to possess a HUD or GNMA approval, Seller shall so notify Administrative Agent immediately in writing.

(7)Seller shall cooperate and do all things deemed necessary or appropriate by Buyer to effectuate the steps as contemplated in this Section 14.u.

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v.Hedging. Seller has entered into Interest Rate Protection Agreements or other arrangements with respect to the Purchased Mortgage Loans, having terms with respect to protection against fluctuations in interest rates consistent with the terms of Seller’s hedging program and has notified Administrative Agent of the terms of such Interest Rate Protection Agreements or other arrangements in writing.

w.True and Correct Information. All information, reports, exhibits, schedules, financial statements or certificates of Seller, any Affiliate thereof or any of their officers furnished to Administrative Agent and/or Buyers hereunder and during Administrative Agent’s and/or Buyers’ diligence of Seller are and will be true and complete in all material respects and do not omit to disclose any material facts necessary to make the statements herein or therein, in light of the circumstances in which they are made, not misleading. All required financial statements, information and reports delivered by Seller to Administrative Agent and/or Buyers pursuant to this Agreement shall be prepared in accordance with U.S. GAAP (other than, with respect to unaudited financial statements, footnotes, year-end adjustments and cash flow statements).

x.Agency Approvals. Seller shall maintain all Agency Approvals necessary for the conduct of its business. Should Seller, for any reason, cease to possess all such applicable Agency Approvals, or should notification to the relevant Agency or to the Department of Housing and Urban Development, FHA or VA be required, Seller shall so notify Administrative Agent immediately in writing. Notwithstanding the preceding sentence, Seller shall take all necessary action to maintain all of its applicable Agency Approvals at all times during the term of this Agreement and each outstanding Transaction.

y.Take-out Payments. With respect to each Committed Mortgage Loan, Seller shall arrange that all payments under the related Take-out Commitment shall be paid directly to Administrative Agent at the account set forth in Section 9 hereof, or to an account approved by Administrative Agent in writing prior to such payment. With respect to any Agency Take-out Commitment, if applicable, (1) with respect to the wire transfer instructions as set forth in Freddie Mac Form 987 (Wire Transfer Authorization for a Cash Warehouse Delivery) such wire transfer instructions are identical to Administrative Agent’s wire instructions or Administrative Agent has approved such wire transfer instructions in writing in its sole discretion, or (2) the Payee Number set forth on Fannie Mae Form 1068 (Fixed-Rate, Graduated-Payment, or Growing-Equity Mortgage Loan Schedule) or Fannie Mae Form 1069 (Adjustable-Rate Mortgage Loan Schedule), as applicable, shall be identical to the Payee Number that has been identified by Administrative Agent in writing as Administrative Agent’s Payee Number or Administrative Agent shall have previously approved the related Payee Number in writing in its sole discretion; with respect to any Take-out Commitment with an Agency, the applicable agency documents shall list Administrative Agent as sole subscriber, unless otherwise agreed to in writing by Administrative Agent, in Administrative Agent’s sole discretion.

z.No Pledge. Except pursuant to this Agreement, Seller shall not, and shall not cause Servicer to, pledge, transfer or convey any security interest in the Clearing Account to any Person (other than Administrative Agent) without the express written consent of Administrative Agent.

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aa.Plan Assets. Seller shall not be an employee benefit plan as defined in Section 3 of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code and Seller shall not use “plan assets” within the meaning of 29 CFR §2510.3 101, as amended by Section 3(42) of ERISA to engage in this Agreement or any Transaction hereunder. Transactions by or with Seller shall not be subject to any foreign, state or local statute regulating investments of or fiduciary obligations with respect to governmental plans within the meaning of Section 3(32) of ERISA or church plans within the meaning of Section 3(33) of ERISA.

ab.Subordination Agreement. Seller will, within ninety (90) days after the Amendment No. 3 Effective Date, shall cause to be executed and delivered a subordination agreement in form and substance satisfactory to the Administrative Agent in the Administrative Agent’s sole discretion (the “Subordination Agreement”), in connection with that certain Credit Agreement, dated as of August 3, 2017, among Seller, U.S. Bank National Association as paying agent and lenders from time to time party thereto.

ac.Reserved.

ad.No Prohibited Persons. Neither Seller nor any of its officers, directors, partners or members, shall be an entity or person (or to the Seller’s knowledge, 50 percent or greater owned by an entity or person): (i) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http:www.treas.gov/ofac/t11sdn.pdf); or (ii) shall otherwise be the target of sanctions administered by OFAC (any and all parties or persons described in clauses (i) and (ii) above are herein referred to as a “Prohibited Person”).

ae.Lender Insurance Authority. In the event that Seller has on the date hereof or subsequently receives Lender Insurance Authority, such authority shall not be revoked or suspended.

af.Quality Control. Seller shall maintain an internal quality control program that verifies, on a regular basis, the existence and accuracy of all legal documents, credit documents, property appraisals, and underwriting decisions related to Purchased Mortgage Loans and shall provide the most recent report on the results of such quality control program in the Officer’s Compliance Certificate provided pursuant to Section 17(b)(3). Such program shall be capable of evaluating and monitoring the overall quality of Seller’s loan production and servicing activities. Such program shall (i) ensure that the Purchased Mortgage Loans are originated and serviced in accordance with prudent mortgage banking practices and accounting principles; (ii) guard against dishonest, fraudulent, or negligent acts; and (iii) guard against errors and omissions by officers, employees, or other authorized persons.

ag.Financial and Other Unique Covenants. Seller shall at all times comply with all financial covenants and/or financial ratios set forth in Section 2 of the Pricing Side Letter.

ah.MERS. Seller shall comply in all material respects with the rules and procedures of MERS in connection with the servicing of all Purchased

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Mortgage Loans that are registered with MERS and, with respect to Purchased Mortgage Loans that are eMortgage Loans, the maintenance of the related eNotes on the MERS eRegistry for as long as such Purchased Mortgage Loans are so registered.

ai.Beneficial Ownership Certification.  Seller shall at all times either (i) ensure that the Seller has delivered to Administrative Agent a Beneficial Ownership Certification, if applicable, and that the information contained therein is true and correct in all respects or (ii) deliver to Administrative Agent an updated Beneficial Ownership Certification if any information contained in any previously delivered Beneficial Ownership Certification ceases to be true and correct in all respects. At all times, Seller shall promptly notify Administrative Agent upon becoming aware that the information provided in the most recent Beneficial Ownership Certification is no longer true and correct and shall deliver an updated Beneficial Ownership Certification to Administrative Agent promptly but in any event within two (2) Business Days thereafter.

aj.Investment Company. Seller shall not become an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act.

15.Events of Default

Each of the following shall constitute an “Event of Default” hereunder:

a.Payment Failure. Failure of Seller to (i) make any payment of Price Differential or Repurchase Price or any other sum which has become due, on a Price Differential Payment Date or a Repurchase Date or otherwise, whether by acceleration or otherwise, under the terms of this Agreement, (ii) cure any Margin Deficit when due pursuant to Section 6 hereof or (iii) to make any payment when due hereunder, other than such payments described in clauses (i) and (ii) hereof, and such failure continues for three (3) Business Days.

b.Cross Default. Seller or any of Seller’s Affiliates that are party to any Program Agreement shall be in default under (i) any Indebtedness, including, without limitation, the VFN Repurchase Agreement, in the aggregate, in excess of $[****] with respect to Seller or such Affiliate which default (1) involves the failure to pay a matured obligation, or (2) permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such Indebtedness, or (ii) any other contract or contracts, in the aggregate in excess of $[****] to which Seller or such Affiliate is a party which default (1) involves the failure to pay a matured obligation, or (2) permits the acceleration of the maturity of obligations by any other party to or beneficiary of such contract.

c.Assignment. Assignment or attempted assignment by Seller of this Agreement or any rights hereunder without first obtaining the specific written consent of Administrative Agent, or the granting by Seller of any security interest, lien or other encumbrances on any Purchased Asset to any person other than Administrative Agent.

d.Insolvency. An Act of Insolvency shall have occurred with respect to Seller.

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e.Material Adverse Change. The occurrence of a Material Adverse Effect.

f.Breach of Financial Representation or Covenant or Obligation. A breach by Seller of any of the representations, warranties or covenants or obligations set forth in Sections 13(a)(1) (Seller Existence), 13(a)(7) (Solvency), 13(a)(12) (Material Adverse Change), 13(a)(19) (Adjusted Tangible Net Worth), 13(a)(23) (Other Indebtedness), 14(b) (Prohibition of Fundamental Changes), 14(m) (Distributions), 14(o) (Existence), 14(s) (Guarantees), 14(t) (Indebtedness), 14(x) (Agency Approvals), 14(y) (Take-out Payments), 14(z) (No Pledge), 14(aa) (Plan Assets), 14(bb) (Subordination Agreements), 14(ff) (Quality Control) or 14(gg) (Financial and Other Unique Covenants) of this Agreement.

g.Breach of Non-Immediate Representation or Covenant. A breach by Seller of any other material representation, warranty or covenant set forth in this Agreement or any other Program Agreement (and not otherwise specified in Section 15(f) above), if such breach is not cured within ten (10) Business Days after Seller’s knowledge thereof (other than the representations and warranties set forth in Schedule 1, which shall be considered solely for the purpose of determining the Asset Value, the existence of a Margin Deficit and the obligation to repurchase such Purchased Mortgage Loan) unless (i) such party shall have made any such representations and warranties with knowledge that they were materially false or misleading at the time made, (ii) any such representations and warranties have been determined by Administrative Agent in its good faith discretion to be materially false or misleading on a regular basis, or (iii) Administrative Agent, in its good faith discretion, determines that such breach of a material representation, warranty or covenant materially and adversely affects (A) the condition (financial or otherwise) of Seller or an Affiliate of Seller party to a Program Agreement; or (B) Administrative Agent’s determination to enter into this Agreement or Transactions with such party, then such breach shall constitute an immediate Event of Default (and Seller shall have no cure right hereunder).

h.Change of Control. The occurrence of a Change in Control.

i.Failure to Transfer. Seller fails to transfer the Purchased Assets to Administrative Agent for the benefit of the applicable Buyer in the manner set forth in the Program Agreements (provided the Administrative Agent on behalf of the applicable Buyer has tendered the related Purchase Price).

j.Judgment. A final judgment or judgments for the payment of money in excess of $[****] in the aggregate shall be rendered against Seller by one or more courts, administrative tribunals or other bodies having jurisdiction and the same shall not be satisfied, discharged (or provision shall not be made for such discharge) or bonded, or a stay of execution thereof shall not be procured, within thirty (30) days from the date of entry thereof.

k.Government Action. Any Governmental Authority or any person, agency or entity acting or purporting to act under governmental authority shall have taken any action to condemn, seize or appropriate, or to assume custody or control of, all or any substantial part of the Property of Seller, or shall have taken any action to displace the management of Seller or to curtail its authority in the conduct of the business of Seller, or takes any action in the nature of enforcement to remove, limit or restrict the approval of Seller as an

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issuer, buyer or a seller/servicer of Purchased Asset or securities backed thereby, and such action provided for in this Section 15(k) shall not have been discontinued or stayed within five (5) Business Days.

l.Inability to Perform. An officer of Seller shall admit its inability to, or its intention not to perform any of Seller’s Obligations hereunder.

m.Security Interest. This Agreement shall for any reason cease to create a valid, first priority security interest (except to the extent a security interest may not be perfected by possession, control or filing of a UCC financing statement) in any material portion of the Purchased Assets or other Repurchase Assets purported to be covered hereby.

n.Financial Statements. Seller’s audited annual financial statements or the notes thereto or other opinions or conclusions stated therein shall be qualified or limited by reference to the status of Seller as a “going concern” or a reference of similar import.

o.Custodian. With respect to GNMA EBOs, the applicable Custodian fails to maintain its good standing under the GNMA Guide or FHA Regulations and is not replaced or the Seller fails to repurchase such GNMA EBOs or such breach is not waived by Administrative Agent in writing within thirty (30) days.

p.Servicer Default. There is a breach by Servicer of the Servicing Agreement and Seller has not appointed a successor servicer acceptable to Administrative Agent or such breach is not waived by Administrative Agent in writing within thirty (30) days.

An Event of Default shall be deemed to be continuing unless expressly waived by Administrative Agent in writing.

16.Remedies Upon Default

In the event that an Event of Default shall have occurred and is continuing:

a.Administrative Agent may, at its option (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency of Seller), declare an Event of Default to have occurred hereunder and, upon the exercise or deemed exercise of such option, the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (except that, in the event that the Purchase Date for any Transaction has not yet occurred as of the date of such exercise or deemed exercise, such Transaction shall be deemed immediately canceled). Administrative Agent shall (except upon the occurrence of an Act of Insolvency of Seller) give notice to Seller of the exercise of such option as promptly as practicable.

b.If Administrative Agent exercises or is deemed to have exercised the option referred to in subparagraph (a) of this Section, (i) any Seller Party’s obligations in such Transactions to repurchase all Purchased Assets at the Repurchase Price therefor on the Repurchase Date determined in accordance with subparagraph (a) of this Section, shall thereupon become immediately due and payable, (ii) all Income paid after such exercise or deemed exercise

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shall be retained by Administrative Agent and applied, in Administrative Agent’s sole discretion, to the aggregate unpaid Repurchase Prices for all outstanding Transactions and any other amounts owing by any Seller Party hereunder and in accordance with the Administration Agreement (provided that any determination with respect to what portion of the Purchase Price is attributed to the Purchase Price-Base, Purchase Price-Incremental 1 or Purchase Price-Incremental 2 shall be made in accordance with the Purchase Price definition), and (iii) any Seller Party shall immediately deliver to Administrative Agent the Asset Files relating to any Purchased Assets subject to such Transactions then in any Seller Party’s possession or control.

c.Administrative Agent also shall have the right to obtain physical possession, and to commence an action to obtain physical possession, of all Records and files of Seller relating to the Purchased Assets and Repurchase Assets and all documents relating to the Purchased Assets (including, without limitation, any legal, credit or servicing files with respect to the Purchased Assets and Repurchase Assets) which are then or may thereafter come in to the possession of Seller or any third party acting for Seller. To obtain physical possession of any Purchased Assets held by the Custodian, Administrative Agent shall present to the Custodian a Trust Receipt. Without limiting the rights of Administrative Agent hereto to pursue all other legal and equitable rights available to Administrative Agent for Seller’s failure to perform its obligations under this Agreement, Seller acknowledges and agrees that the remedy at law for any failure to perform obligations hereunder would be inadequate and Administrative Agent shall be entitled to specific performance, injunctive relief, or other equitable remedies in the event of any such failure. The availability of these remedies shall not prohibit Administrative Agent from pursuing any other remedies for such breach, including the recovery of monetary damages.

d.Administrative Agent shall have the right to direct all servicers then servicing any Purchased Assets to remit all collections thereon to Administrative Agent, and if any such payments are received by Seller, Seller shall not commingle the amounts received with other funds of Seller and shall promptly pay them over to Administrative Agent. Administrative Agent shall also have the right to terminate any one or all of the servicers then servicing any Purchased Assets with or without cause. In addition, Administrative Agent shall have the right to immediately sell the Purchased Assets and liquidate all Repurchase Assets. Such disposition of Purchased Assets may be, at Administrative Agent’s option, on either a servicing-released or a servicing-retained basis. Administrative Agent shall not be required to give any warranties as to the Purchased Assets with respect to any such disposition thereof. Administrative Agent may specifically disclaim or modify any warranties of title or the like relating to the Purchased Assets. The foregoing procedure for disposition of the Purchased Assets and liquidation of the Repurchase Assets shall not be considered to adversely affect the commercial reasonableness of any sale thereof. Seller agrees that it would not be commercially unreasonable for Administrative Agent to dispose of the Purchased Assets or the Repurchase Assets or any portion thereof by using Internet sites that provide for the auction of assets similar to the Purchased Assets or the Repurchase Assets, or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Administrative Agent shall be entitled to place the Purchased Assets in a pool for issuance of mortgage-backed securities at the then-prevailing price for such securities and

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to sell such securities for such prevailing price in the open market. Administrative Agent shall also be entitled to sell any or all of such Purchased Assets individually for the prevailing price. Administrative Agent shall also be entitled, in its sole good faith discretion to elect, in lieu of selling all or a portion of such Purchased Assets, to give the Seller credit for such Purchased Assets and the Repurchase Assets in an amount equal to the Asset Value of the Purchased Assets against the aggregate unpaid Repurchase Price and any other amounts owing by the Seller hereunder.

e.Administrative Agent may apply any proceeds from the liquidation of the Purchased Assets and Repurchase Assets to the Repurchase Prices hereunder and all other Obligations in the manner Administrative Agent deems appropriate in its sole discretion subject to the Administration Agreement.

f.Seller recognizes that the market for the Purchased Assets may not be liquid and as a result it may not be possible for Administrative Agent to sell all of the Purchased Assets on a particular Business Day, or in a transaction with the same purchaser, or in the same manner. In view of the nature of the Purchased Assets, Seller agrees that liquidation of any Purchased Asset may be conducted in a private sale and at such price as Administrative Agent may deem commercially reasonable. In view of the nature of the Mortgage Loans, Seller agrees that liquidation of any Mortgage Loan may be conducted in a private sale and at such price as Administrative Agent may deem commercially reasonable.

g.Seller shall be liable to Administrative Agent and each Buyer for (i) the amount of all reasonable legal or other expenses (including, without limitation, all costs and expenses of Administrative Agent and each Buyer) in connection with the enforcement of this Agreement or any other agreement evidencing a Transaction, whether in action, suit or litigation or bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally, further including, without limitation, the reasonable fees and expenses of counsel incurred in connection with or as a result of an Event of Default, (ii) damages in an amount equal to the cost (including all fees, expenses and commissions) of entering into or terminating hedge transactions in connection with or as a result of an Event of Default, and (iii) any other loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default in respect of a Transaction.

h.To the extent permitted by applicable law, Seller shall be liable to Administrative Agent and each Buyer for interest on any amounts owing by Seller hereunder, from the date Seller becomes liable for such amounts hereunder until such amounts are (i) paid in full by Seller or (ii) satisfied in full by the exercise of Administrative Agent’s and Buyers’ rights hereunder. Interest on any sum payable by Seller under this Section 16(h) shall accrue at a rate equal to the Post-Default Rate.

i.Administrative Agent shall have, in addition to its rights hereunder, any rights otherwise available to it under any other agreement or applicable law.

j.Administrative Agent may exercise one or more of the remedies available to Administrative Agent immediately upon the occurrence of an Event of Default and, except to the extent provided in subsections (a) and (d) of this Section, at any time thereafter without notice to Seller. All rights and

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remedies arising under this Agreement as amended from time to time hereunder are cumulative and not exclusive of any other rights or remedies which Administrative Agent may have.

k.Administrative Agent may enforce its rights and remedies hereunder without prior judicial process or hearing, and Seller hereby expressly waives any defenses Seller might otherwise have to require Administrative Agent to enforce its rights by judicial process. Seller also waives any defense (other than a defense of payment or performance) Seller might otherwise have arising from the use of nonjudicial process, enforcement and sale of all or any portion of the Repurchase Assets, or from any other election of remedies. Seller recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length.

l.Administrative Agent shall have the right to perform reasonable due diligence with respect to Seller, the Purchased Assets, which review shall be at the expense of Seller.

17.Reports

a.Default Notices. Seller shall furnish to Administrative Agent (i) promptly, copies of any material and adverse notices (including, without limitation, notices of defaults, termination events, breaches, potential defaults or potential breaches) and any material financial information that is not otherwise required to be provided by Seller hereunder which is given to Seller’s lenders and (ii) immediately after knowledge thereof, notice of the occurrence of any (A) Event of Default hereunder, (B) default or breach by Seller or Servicer of any obligation under any Program Agreement or any material obligation under any material contract or agreement of Seller or Servicer or (C) event or circumstance that such party reasonably expects has resulted in, or will, with the passage of time, result in, a Material Adverse Effect or an Event of Default.

b.Financial Notices. Seller shall furnish to Administrative Agent:

(1)as soon as available and in any event within thirty (30) calendar days after the end of each calendar month (or, with respect to the last month of each fiscal quarter, forty-five (45) calendar days after the end of such month), the unaudited consolidated balance sheets of Seller and its consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Seller and its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Seller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries in accordance with GAAP (other than with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period;

(2)as soon as available and in any event within ninety (90) days after the end of each fiscal year of Seller, the consolidated balance sheets of Seller and its consolidated Subsidiaries as at the end of such fiscal year and

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the related consolidated statements of income and retained earnings and of cash flows for the Seller and its consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of Ernst & Young LP or independent certified public accountants of recognized national standing, which opinion shall not be qualified as to the scope of audit and shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Seller and its respective consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP;

(3)at the time the Seller furnishes each set of financial statements pursuant to Section 17(b)(1) or (2) above, an Officer’s Compliance Certificate of a Responsible Officer of Seller in the form attached as Exhibit A to the Pricing Side Letter.

(4)Reserved;

(5)as soon as available and in any event within thirty (30) days of receipt thereof;

(c)Reserved;

(d)copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, or (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal; provided, that, if such information is subject to a confidentiality requirement, for as long as such information remains confidential, Seller shall (x) disclose to Buyer any portion of such information that is not confidential, (y) notify Buyer of any material event in a level of specificity that would not violate the confidentiality requirements and (z) promptly seek permission to disclose the information from the necessary parties and shall provide Buyer such information to the extent of such permission;

(e)such other information regarding the financial condition, operations, or business of the Seller as Administrative Agent may reasonably request; and

(f)the particulars of any Event of Termination in reasonable detail.

(6)Seller shall provide the market value analysis for the valuation of its mortgage servicing rights as by a Third Party Evaluator for each monthly fiscal period, as set forth in the Officer’s Compliance Certificate delivered pursuant to Section 17(b)(3);

(7) To the extent it may do so without breaching any confidentiality or other restrictions, Seller shall provide Administrative Agent, as part of the Officer’s Certificate delivered pursuant to Section 17(b)(3) above, a list of all material actions, notices, proceedings or investigations

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pending with respect to which Seller has received service of process or other form of notice or, to the best of Seller’s knowledge, threatened against it, before any court, administrative or governmental agency or other regulatory body or tribunal as of such date with such information provided as noted in the applicable Schedule to Exhibit A of the Pricing Side Letter; provided, that, if such information is subject to a confidentiality requirement, for as long as such information remains confidential, Seller shall (x) disclose to Buyer any portion of such information that is not confidential, (y) notify Buyer of any material event in a level of specificity that would not violate the confidentiality requirements and (z) promptly seek permission to disclose the information from the necessary parties and shall provide Buyer such information to the extent of such permission;

(8)upon Seller becoming aware of any Control Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan or any eNote Replacement Failure.

c.Notices of Certain Events. As soon as possible and in any event within five (5) Business Days after knowledge thereof, Seller shall furnish to Administrative Agent notice of the following events:

(9)Reserved;

(10)Reserved;

(11)any material change in accounting policies or financial reporting practices of Seller or Servicer, other than changes in accordance with GAAP;

(12)with respect to any Purchased Mortgage Loan, that the underlying Mortgaged Property has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as to affect materially and adversely the value of such Mortgage Loan;

(13)Reserved;

(14)any material change in the material Indebtedness of the Seller, including, without limitation, any default, renewal, non-renewal, termination, increase in available amount or decrease in available amount related thereto;

(15)Reserved;

(16)any other event, circumstance or condition that has resulted, or has a possibility of resulting, in a Material Adverse Effect with respect to Seller or Servicer; and

(17)the occurrence of any material employment dispute and a description of the strategy for resolving it that has the possibility of resulting in a Material Adverse Effect.

d.Servicing Tape. On the Reporting Date of each calendar month, Seller will furnish to Administrative Agent (i) an electronic Purchased Mortgage

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Loans performance data, including, without limitation, delinquency reports and volume information, broken down by product (i.e., delinquency, foreclosure and net charge off reports) and (ii) electronically, in a format mutually acceptable to Administrative Agent and Seller, servicing information, including, without limitation, those fields reasonably requested by Administrative Agent from time to time, on a loan by loan basis and in the aggregate, with respect to the Purchased Mortgage Loans serviced by Seller or any Servicer for the month (or any portion thereof) prior to the Reporting Date. In addition to the foregoing information on each Reporting Date, Seller will furnish to Administrative Agent such information upon the occurrence and continuation of an Event of Default.

e.Other Reports. Seller shall deliver to Administrative Agent any other reports or information relating to the Purchased Assets or the business or operations of Seller and Servicer as reasonably requested by Administrative Agent or as otherwise required pursuant to this Agreement or as set forth in the Officer’s Compliance Certificate delivered pursuant to Section 17(b)(3) above.

f.DE Compare Ratio and HUD Reports. Seller shall furnish to Administrative Agent the following notices:

1.In the event Seller’s DE Compare Ratio equals or exceeds [****]%, Seller shall provide Administrative Agent with written notice of such occurrence within five (5) Business Days, which notice shall include a written summary of actions Seller is taking to correct its DE Compare Ratio.

2.In the event Seller receives any inquiry or notice from HUD regarding its DE Compare Ratio, Seller shall provide Administrative Agent with written notice of such inquiry or notice within five (5) Business Days, regardless of Seller’s current DE Compare Ratio.

3.In the event of any action plan with respect to Seller’s DE Compare Ratio is agreed to between Seller and HUD or imposed upon Seller by HUD, Seller shall provide Administrative Agent with a written summary of such agreement or imposition, as applicable, within five (5) Business Days; provided, that, if such information is subject to a confidentiality requirement, for as long as such information remains confidential, Seller shall (i) disclose to Buyer any portion of such information that is not confidential, (ii) notify Buyer of any material event in a level of specificity that would not violate the confidentiality requirements and (iii) promptly seek permission to disclose the information from the necessary parties and shall provide Buyer such information to the extent of such permission.

18.Repurchase Transactions

A Buyer may, in its sole election, engage in repurchase transactions (as a “seller” thereunder) with any or all of the Purchased Assets and/or Repurchase Assets or pledge, hypothecate, assign, transfer or otherwise convey any or all of the Purchased Assets and/or Repurchase Assets with a counterparty of Buyers’ choice (such transaction a “Repledge Transaction”); provided that, (i) such Buyer’s obligations under this Agreement shall remain

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unchanged, (ii) such Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) Seller shall continue to deal solely and directly with such Buyer in connection with such Buyer’s rights and obligations under this Agreement and the other Program Agreements. Any Repledge Transaction shall be effected by notice to the Administrative Agent, and shall be reflected on the books and records of the Administrative Agent. No such Repledge Transaction shall relieve such Buyer of its obligations to transfer Purchased Assets and/or Repurchase Assets to Seller (and not substitutions thereof) pursuant to the terms hereof. In furtherance, and not by limitation of, the foregoing, it is acknowledged that each counterparty under a Repledge Transaction (a “Repledgee”), is a repledgee as contemplated by Sections 9-207 and 9-623 of the UCC (and the relevant Official Comments thereunder). Administrative Agent and Buyers are each hereby authorized to share any information delivered hereunder with the Repledgee; provided, that, Administrative Agent or such Buyer will cause such Repledgee to execute and deliver a non-disclosure agreement agreeing to keep such information delivered by Administrative Agent or any Buyer to such Repledgee confidential, on substantially similar terms as set forth in Section 32 of this Agreement. Upon the occurrence of an event of default under any Repledge Transaction, Administrative Agent and/or the applicable Buyer shall promptly provide notice of such event of default under such Repledge Transaction to Seller.

19.Single Agreement

Administrative Agent, Buyers and Seller acknowledge they have and will enter into each Transaction hereunder, in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationship and have been made in consideration of each other. Accordingly, each of Administrative Agent, Buyers and Seller agrees (i) to perform all of its obligations in respect of each Transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Transactions hereunder and (ii) that payments, deliveries and other transfers made by either of them in respect of any Transaction shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Transactions hereunder, and the obligations to make any such payments, deliveries and other transfers may be applied against each other and netted. Notwithstanding anything in this Agreement to the contrary, in the event that (a) a Buyer is not an Affiliate of Administrative Agent, Alpine or CS Cayman (a “Non-Affiliate Buyer”), (b) an Event of Default shall have occurred and is continuing and (c) Administrative Agent provides written notice to the Seller to sever each Non-Affiliate Buyer’s Transactions (the “Non-Affiliate Transactions”) and treat such Non-Affiliate Transactions as separate Transactions under this Agreement (a “Severance Notice”), then Administrative Agent, Buyers and Seller acknowledge that each such Non-Affiliate Transaction shall be deemed a separate Transaction under a separate and distinct agreement with the same terms and conditions as set forth herein (each a “Non-Affiliate MRA”), and each such Non-Affiliate Buyer shall be deemed to be the administrative agent with respect to its respective Non-Affiliate Transactions under its respective Non-Affiliate MRA; provided, that Transactions owned by Administrative Agent, Alpine and CS Cayman or any respective Affiliate shall continue to be deemed a single Transaction with Administrative Agent serving as the administrative agent for Alpine, CS Cayman or any respective Affiliate, in each case, pursuant to the terms and conditions of this Agreement.

20.Notices and Other Communications

Any and all notices (with the exception of Transaction Requests, which shall be delivered via electronic mail or other electronic medium agreed to by the Administrative Agent and the Seller), statements, demands or other communications hereunder may be given by a party to the other by mail, email, facsimile, messenger or otherwise to the address specified below, or so sent to such party at any other place specified in a notice of change of address

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hereafter received by the other. All notices, demands and requests hereunder may be made orally, to be confirmed promptly in writing, or by other communication as specified in the preceding sentence. In all cases, to the extent that the related individual set forth in the respective “Attention” line is no longer employed by the respective Person, such notice may be given to the attention of a Responsible Officer of the respective Person or to the attention of such individual or individuals as subsequently notified in writing by a Responsible Officer of the respective Person.

If to Seller:

loanDepot.com, LLC
26642 Towne Centre Drive
Foothill Ranch, CA 92610

[****]

        With a copy to:

Sheila Mayes

loanDepot.com, LLC
26642 Towne Centre Drive
Foothill Ranch, CA 92610

[****]

If to Administrative Agent:

For Transaction Requests:

CSFBMC LLC

c/o Credit Suisse Securities (USA) LLC

One Madison Avenue, 2nd floor

New York, New York 10010

Attention: Christopher Bergs, Resi Mortgage Warehouse Ops

Phone: [****]

E-mail: [****]

with a copy to:

Credit Suisse First Boston Mortgage Capital LLC

c/o Credit Suisse Securities (USA) LLC

Eleven Madison Avenue, 4th Floor
New York, NY 10010

Attention: Margaret Dellafera

E-mail: [****]

For all other Notices:

Credit Suisse First Boston Mortgage Capital LLC

c/o Credit Suisse Securities (USA) LLC

Eleven Madison Avenue, 4th Floor

Attention: Margaret Dellafera

New York, New York 10010

Phone Number: [****]

Fax Number: [****]

E-mail: [****]

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with a copy to:

Credit Suisse First Boston Mortgage Capital LLC

c/o Credit Suisse Securities (USA) LLC

One Madison Avenue, 9th Floor

New York, NY 10010

Attention: Legal Department—RMBS Warehouse Lending

Fax Number: [****]

21.Entire Agreement; Severability

This Agreement and the Administration Agreement shall supersede any existing agreements between the parties containing general terms and conditions for repurchase transactions. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

22.Non assignability

    a.    Assignments. The Program Agreements are not assignable by Seller. Administrative Agent and Buyers may from time to time assign all or a portion of their rights and obligations under this Agreement and the Program Agreements pursuant to the Administration Agreement in each case only if (and subject to) the Seller having given its prior written consent to such assignment (which Seller may give or withhold in its sole and absolute discretion); provided, however, Seller’s prior written consent to an assignment shall not be required if an Event of Default has occurred and is continuing at the time of such assignment; provided, further that Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of Seller, for review by Seller upon written request, a register of assignees and participants (the “Register”) and a copy of an executed assignment and acceptance by Administrative Agent and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned.  The entries in the Register shall be conclusive absent manifest error, and the Seller, Administrative Agent and Buyers shall treat each Person whose name is recorded in the Register pursuant to the preceding sentence as a Buyer hereunder. Upon such assignment (in accordance with the foregoing provisions of this Section 22) and recordation in the Register, (a) such assignee shall be a party hereto and to each Program Agreement to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Administrative Agent and Buyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the extent that such rights and obligations have been so assigned by them to another Person approved by Seller in writing (such approval to be given or withheld in Seller’s sole and absolute discretion; provided, however, Seller’s prior written approval to an assignment shall not be required if an Event of Default has occurred and is continuing at the time of such assignment) which assumes the obligations of Administrative Agent and Buyers, as applicable, be released from its obligations hereunder and under the Program Agreements. Any assignment hereunder shall be deemed a joinder of such assignee as a Buyer hereto. Unless otherwise stated in the Assignment and Acceptance, Seller shall continue to take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and Buyers may distribute to any prospective or actual assignee this Agreement, the other Program Agreements, any document or other information delivered to Administrative Agent and/or Buyers by Seller; provided, that, Administrative Agent or Buyers, as applicable, will cause such party to execute and deliver a non-disclosure agreement whereby such party agrees to keep such information delivered by Administrative Agent or Buyers to such party confidential, on substantially similar terms as set forth in Section 32 of this Agreement.

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    b.      Participations. Any Buyer may sell participations to one or more Persons in or to all or a portion of its rights and obligations under this Agreement and under the Program Agreements; provided, however, that (i) such Buyer’s obligations under this Agreement and the other Program Agreements shall remain unchanged, (ii) such Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) Seller shall continue to deal solely and directly with Administrative Agent and/or Buyers in connection with such Buyer’s rights and obligations under this Agreement and the other Program Agreements except as provided in Section 11. Administrative Agent and Buyers may distribute to any prospective or actual participant this Agreement, the other Program Agreements any document or other information delivered to Administrative Agent and/or Buyers by Seller; provided, that, Administrative Agent or Buyers, as applicable, will cause such party to execute and deliver a non-disclosure agreement whereby such prospective or actual participant agrees to keep such information delivered by Administrative Agent or any Buyer to such party confidential, on substantially similar terms as set forth in Section 32 of this Agreement.

23.Set-off

In addition to any rights and remedies of the Administrative Agent and Buyers hereunder and by law, the Administrative Agent and Buyers shall have the right at any time an Event of Default has occurred and is continuing, without prior notice to the Seller, any such notice being expressly waived by the Seller to the extent permitted by applicable law, to set-off and appropriate and apply against any Obligation from Seller to a Buyer or any of its Affiliates any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other obligation (including to return excess margin), credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by or due from a Buyer or any Affiliate thereof to or for the credit or the account of the Seller. All such set-offs shall be subject to the priorities set forth in the Administration Agreement. The Administrative Agent and the Buyers each agree promptly to notify the Seller after any such set off and application is made by the Administrative Agent or a Buyer; provided, that, the failure to give such notice shall not affect the validity of such set off and application.

24.Binding Effect; Governing Law; Jurisdiction

a.This Agreement shall be binding and inure to the benefit of the parties hereto and their respective successors and permitted assigns. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

b.SELLER HEREBY WAIVES TRIAL BY JURY. SELLER HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF NEW YORK, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, ARISING OUT OF OR RELATING TO THE PROGRAM AGREEMENTS IN ANY ACTION OR PROCEEDING. SELLER HEREBY SUBMITS TO, AND WAIVES ANY OBJECTION IT MAY HAVE TO, EXCLUSIVE PERSONAL JURISDICTION AND VENUE IN THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WITH RESPECT TO ANY DISPUTES ARISING OUT OF OR RELATING TO THE PROGRAM AGREEMENTS.

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25.No Waivers, Etc.

No express or implied waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and no exercise of any remedy hereunder by any party shall constitute a waiver of its right to exercise any other remedy hereunder. No modification or waiver of any provision of this Agreement and no consent by any party to a departure herefrom shall be effective unless and until such shall be in writing and duly executed by both of the parties hereto. Without limitation on any of the foregoing, the failure to give a notice pursuant to Section 6(a), 16(a) or otherwise, will not constitute a waiver of any right to do so at a later date.

26.Intent

f.The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the United States Code, as amended, a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the United States Code, and that the pledge of the Repurchase Assets constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. Seller, Administrative Agent and Buyers further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a).

g.Administrative Agent’s or a Buyer’s right to liquidate the Purchased Assets delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 16 hereof is a contractual right to liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555, 559 and 561; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5).

h.The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” as that term is defined in FDIA and any rules, orders or policy statements thereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable).

i.It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA).

j.This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 101(47), Section 555, Section 559 and Section 741 under the Bankruptcy Code.

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k.Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

27.Disclosure Relating to Certain Federal Protections

The parties acknowledge that they have been advised that:

a.in the case of Transactions in which one of the parties is a broker or dealer registered with the SEC under Section 15 of the 1934 Act, the Securities Investor Protection Corporation has taken the position that the provisions of the SIPA do not protect the other party with respect to any Transaction hereunder;

b.in the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to any Transaction hereunder; and

c.in the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable.

28.Power of Attorney

Seller authorizes Administrative Agent to file such financing statement or statements relating to the Repurchase Assets as Administrative Agent, at its option, may deem appropriate. Seller appoints Administrative Agent as Seller’s agent and attorney-in-fact to execute any such financing statement or statements in Seller’s name and to perform all other acts which Administrative Agent deems appropriate to perfect and continue its ownership interest in and/or the security interest granted hereby, if applicable, and to protect, preserve and realize upon the Repurchase Assets, including, but not limited to, the right to endorse notes, complete blanks in documents, transfer servicing, and sign assignments on behalf of Seller as its agent and attorney-in-fact. This agency and power of attorney is coupled with an interest and is irrevocable without Administrative Agent’s consent. Notwithstanding the foregoing, the power of attorney hereby granted may be exercised only during the occurrence and continuance of any Event of Default hereunder. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 28. In addition the foregoing, Seller agrees to execute a Power of Attorney, in the form of Exhibit D hereto, to be delivered on the date hereof and the Administrative Agent and the Buyers hereby confirm and agree that such Power of Attorney may be exercised only during the occurrence and continuance of an Event of Default hereunder.

29.Buyers May Act Through Administrative Agent

Each Buyer has designated the Administrative Agent under the Administration Agreement for the purpose of performing any action hereunder.

30.Indemnification; Obligations

a.Each Seller Party agrees to hold Administrative Agent, Buyers and each of their respective Affiliates and their officers, directors, employees, agents and advisors (each, an “Indemnified Party”) harmless from and indemnify each

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Indemnified Party (and will reimburse each Indemnified Party as the same is incurred) against all liabilities, losses, damages, judgments, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of any kind which may be imposed on, incurred by, or asserted against any Indemnified Party relating to or arising out of this Agreement, any Transaction Request, any Program Agreement or any transaction contemplated hereby or thereby (including, without limitation, (i) any such liabilities, losses, damages, judgments, costs and expenses directly arising from any acts or omissions of such party and (ii) any wire fraud or data or systems intrusions which causes Administrative Agent or Buyers to suffer any such direct liability, loss, damage, judgment, cost and/or expense), resulting from anything other than the Indemnified Party’s gross negligence or willful misconduct. Each Seller Party also agrees to reimburse each Indemnified Party for all reasonable expenses in connection with the enforcement of this Agreement and the exercise of any right or remedy provided for herein, any Transaction Request and any Program Agreement, including, without limitation, the reasonable fees and disbursements of counsel. Each Seller Party’s agreements in this Section 30 shall survive the payment in full of the Repurchase Price and the expiration or termination of this Agreement. Each Seller Party hereby acknowledges that its obligations hereunder are recourse obligations of each Seller Party and are not limited to recoveries each Indemnified Party may have with respect to the Purchased Assets. Each Seller Party also agrees not to assert any claim against Administrative Agent, each Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the facility established hereunder, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES.

b.Reserved.

c.Without limiting the provisions of Section 30(a) hereof, if Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Administrative Agent (subject to reimbursement by Seller), in its sole discretion.

31.Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in a Portable Document Format (PDF) or by facsimile shall be effective as delivery of a manually executed original counterpart of this Agreement. The parties agree that this Agreement, any addendum or amendment hereto or any other document necessary for the consummation of the transactions contemplated by this Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the E-Sign, UETA and any applicable state law.  Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party

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hereby consents to the use of any secure third party electronic signature capture service with appropriate document access tracking, electronic signature tracking and document retention as may be approved by the Administrative Agent in its sole discretion.

32.Confidentiality

l.This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Administrative Agent and Buyers and shall be held by each Seller Party in strict confidence and shall not be disclosed to any third party without the written consent of Administrative Agent except for (i) disclosure to such Seller Party’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, (ii) disclosure required by law, rule, regulation or order of a court or other regulatory body, (iii) any of such information is in the public domain other than due to a breach of this covenant, or (iv) disclosure to any approved hedge counterparty to the extent necessary to obtain any Interest Rate Protection Agreement. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Program Agreement, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the Transactions, any fact relevant to understanding the federal, state and local tax treatment of the Transactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that, except as set forth in the first sentence of this clause (a), such Seller Party may not disclose the name of or identifying information with respect to Administrative Agent and Buyers or any pricing terms (including, without limitation, the Purchase Price, Pricing Rate, Purchase Price Percentage, Asset Value, Maximum Value Amount and any other fees specified in the Pricing Side Letter) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Transactions and is not relevant to understanding the federal, state and local tax treatment of the Transactions, without the prior written consent of the Administrative Agent.

m.Notwithstanding anything in this Agreement to the contrary, the Seller shall comply with all applicable local, state and federal laws, including, without limitation, all privacy and data protection law, rules and regulations that are applicable to the Purchased Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Seller understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Gramm-Leach-Bliley Act (the “Act”), and Seller agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the Act and other applicable federal and state privacy laws. The Seller shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the Act) of Administrative Agent and Buyers or any Affiliate of Administrative Agent or Buyers which Seller holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Seller represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Seller will provide evidence reasonably satisfactory to allow Administrative Agent and/or Buyers to confirm that the providing party has satisfied its obligations as required under this Section. Without limitation, this may include Administrative Agent’s or Buyers’ review of audits, summaries of test results, and other equivalent evaluations of the Seller. Seller shall notify Administrative Agent

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immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Administrative Agent, Buyers or any Affiliate of Buyers provided directly to the Seller by Administrative Agent, Buyers or such Affiliate. Seller shall provide such notice to Administrative Agent by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.

33.Recording of Communications

Administrative Agent, Buyers and Seller shall have the right (but not the obligation) from time to time to make or cause to be made tape recordings of communications between its employees and those of the other party with respect to Transactions. Administrative Agent, Buyers and Seller consent to the admissibility of such tape recordings in any court, arbitration, or other proceedings. The parties agree that a duly authenticated transcript of such a tape recording shall be deemed to be a writing conclusively evidencing the parties’ agreement.

34.     Conflicts

    In the event of any conflict between the terms of this Agreement and any other Program Agreement, the documents shall control in the following order of priority: first, the terms of the Pricing Side Letter shall prevail, then the terms of the Administration Agreement, then the terms of this Agreement shall prevail, and then the terms of the other Program Agreements shall prevail.

35.Acknowledgment of Assignment and Administration of Repurchase Agreement

    Pursuant to Section 22 above (Non-assignability) of this Agreement, Administrative Agent may sell, transfer and convey or allocate certain Purchased Assets and the related Repurchase Assets and related Transactions to certain affiliates of Administrative Agent and/or one (1) or more CP Conduits (the “Additional Buyers”) with the prior written consent of Seller; provided that such consent shall not be required to the extent Administrative Agent or Buyers sells, transfers or conveys to (i) to an Affiliate thereof or (ii) during an Event of Default. Administrative Agent shall notify the Seller promptly after each sale, transfer, conveyance or allocation, provided that the failure to give such notice shall not affect the validity of such sale, transfer, conveyance or allocation. Seller hereby acknowledges and agrees to the joinder of such Additional Buyers and the assignments and the terms and provisions set forth in the Administration Agreement; provided that any Confidential Information provided to an Additional Buyer shall be provided subject to a commercially reasonable non-disclosure agreement. The Administrative Agent shall administer the provisions of this Agreement, subject to the terms of the Administration Agreement for the benefit of the Buyers and any Repledgees, as applicable. For the avoidance of doubt, all payments, notices, communications and agreements pursuant to this Agreement shall be delivered to, and entered into by, the Administrative Agent for the benefit of the Buyers and/or the Repledgees, as applicable. Furthermore, to the extent that the Administrative Agent exercises remedies pursuant to this Agreement, any of the Administrative Agent and/or any Buyer will have the right to bid on and/or purchase any of the Repurchase Assets pursuant to Section 16 above (Remedies Upon Default). The benefit of all representations, rights, remedies and covenants set forth in this Agreement shall inure to the benefit of the Administrative Agent on behalf of each Buyer and Repledgees, as applicable. All provisions of this Agreement shall survive the transfers

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contemplated herein (including any Repledge Transactions) and in the Administration Agreement, except to the extent such provisions are modified by the Administration Agreement. In the event of a conflict between the Administration Agreement and this Agreement, the terms of the Administration Agreement shall control. Notwithstanding that multiple Buyers may purchase individual Purchased Mortgage Loans subject to Transactions entered into under this Agreement, all Transactions shall continue to be deemed a single Transaction and all of the Repurchase Assets shall be security for all of the Obligations hereunder, subject to the priority of payments provisions set forth in the Administration Agreement.

36.Periodic Due Diligence Review

Seller acknowledges that Administrative Agent and Buyers have the right to perform continuing due diligence reviews with respect to Seller, the Purchased Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, for the purpose of performing quality control review of the Purchased Assets or otherwise, and Seller agrees that upon reasonable (but no less than three (3) Business Days’) prior notice unless an Event of Default shall have occurred and be continuing, in which case no notice is required, to Seller, Administrative Agent, Buyers or their authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Asset Files and any and all documents, data, records, agreements, instruments or information relating to such Purchased Assets (including, without limitation, quality control review) in the possession or under the control of Seller and/or the Custodian. Seller also shall make available to Administrative Agent and Buyers a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Asset Files and the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges that Administrative Agent and Buyers may purchase Purchased Assets from Seller based solely upon the information provided by Seller to Administrative Agent and Buyers in the Asset Schedule and the representations, warranties and covenants contained herein, and that Administrative Agent or Buyers, at their option, have the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loans. Administrative Agent or Buyers may underwrite such Purchased Assets itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Administrative Agent, Buyers and any third party underwriter in connection with such underwriting, including, but not limited to, providing Administrative Agent, Buyers and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller. Seller further agrees that Seller shall pay all out-of-pocket costs and expenses incurred by Administrative Agent and Buyers in connection with Administrative Agent’s and Buyers’ activities pursuant to this Section 36.

37.Authorizations

Any of the persons whose signatures and titles appear on Schedule 2 are authorized, acting singly, to act for Seller or Administrative Agent to the extent set forth therein, as the case may be, under this Agreement. The Seller may amend Schedule 2 from time to time by delivering a revised Schedule 2 to Administrative Agent and expressly stating that such revised Schedule 2 shall replace the existing Schedule 2.

38.Administration of Repurchase Agreement

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To the extent that the Administrative Agent exercises remedies pursuant to this Agreement, any of the Administrative Agent and/or any Buyer will have the right to bid on and/or purchase any of the Repurchase Assets pursuant to Section 16(Remedies Upon Default). The benefit of all representations, rights, remedies and covenants set forth in the Agreement shall inure to the benefit of the Administrative Agent on behalf of each Buyer and/or the Repledgees. All provisions of the Agreement shall survive the transfers contemplated herein (including any Repledge Transactions) and in the Administration Agreement, except to the extent such provisions are modified by the Administration Agreement. In the event of a conflict between the Administration Agreement and this Agreement, the terms of the Administration Agreement shall control. Notwithstanding that multiple Buyers may purchase individual Mortgage Loans subject to Transactions entered into under this Agreement, all Transactions shall continue to be deemed a single Transaction and all of the Repurchase Assets shall be security for all of the Obligations hereunder, subject to the priority of payments provisions set forth in the Administration Agreement.

39.Acknowledgement of Anti-Predatory Lending Policies

Administrative Agent has in place internal policies and procedures that expressly prohibit its purchase of any High Cost Mortgage Loan.

40.Documents Mutually Drafted

The Seller, Administrative Agent and the Buyers agree that this Agreement and each other Program Agreement prepared in connection with the Transactions set forth herein have been mutually drafted and negotiated by each party, and consequently such documents shall not be construed against either party as the drafter thereof.

41.General Interpretive Principles

For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

a.the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;

b.accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;

c.references herein to “Articles”, “Sections”, “Subsections”, “Paragraphs”, and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;

d.a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;

e.the words “herein”, “hereof”, “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision;

f.the term “include” or “including” shall mean without limitation by reason of enumeration;

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g.all times specified herein or in any other Program Agreement (unless expressly specified otherwise) are local times in New York, New York unless otherwise stated;

h.all references herein or in any Program Agreement to "good faith" means good faith as defined in Section 1-201 of the UCC as in effect in the State of New York; and an Event of Default that has been waived in writing shall be deemed not to be continuing.

42.Bankruptcy Non-Petition

The parties hereby agree that they shall not institute against, or join any other person in instituting against, any Buyer that is a CP Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one (1) year and one (1) day after the latest maturing commercial paper note issued by the applicable CP Conduit is paid in full. Nothing in this Section 42 shall preclude any party (i) from filing any claim prior to the expiration of the aforementioned one year and one day period in (A) any insolvency proceeding voluntarily filed or commenced by such CP Conduit or (B) any involuntary insolvency proceeding filed or commenced by a Person other than such party, or (ii) from commencing against such CP Conduit any legal action which is not an insolvency proceeding.

43.Limited Recourse

The obligations of each Buyer under this Agreement or any other Program Agreement are solely the corporate obligations of such Buyer. No recourse shall be had for the payment of any amount owing by any Buyer under this Agreement, or for the payment by any Buyer of any fee in respect hereof or any other obligation or claim of or against such Buyer arising out of or based on this Agreement, against any stockholder, partner, member, employee, officer, director or incorporator or other authorized person of such Buyer. In addition, notwithstanding any other provision of this Agreement, the parties agree that all payment obligations of any Buyer that is a CP Conduit under this Agreement shall be limited recourse obligations of such Buyer, payable solely from the funds of such Buyer available for such purpose in accordance with its commercial paper program documents. Each party waives payment of any amount which such Buyer does not pay pursuant to the operation of the preceding sentence until the day which is at least one (1) year and one (1) day after the payment in full of the latest maturing commercial paper note (and waives any “claim” against such Buyer within the meaning of Section 101(5) of the Bankruptcy Code or any other Debtor Relief Law for any such insufficiency until such date).

44. Pool Subdivisions

The Administrative Agent may from time to time deliver to Seller a Pool Subdivision Notice which notice shall identify a Pool of Purchased Mortgage Loans that shall be treated separately from the remaining Purchased Mortgage Loans (which remaining Purchased Mortgage Loans shall constitute another Pool). The Administrative Agent may modify any such Pool Subdivision Notice from time to time to readjust the composition of the Pools identified therein. Following delivery of a Pool Subdivision Notice, the calculations with respect to Price Differential (and all of the component calculations used in determining such calculation) shall be calculated separately on the basis of the Purchased Mortgage Loans comprising each Pool, which shall result in a separate Price Differential for each Pool. For the avoidance of doubt, a Pool Subdivision Notice shall not (a) modify or otherwise affect the rights and obligations of the parties

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under the Program Agreements except as expressly contemplated in this Section 44; and (b) shall not be construed as a Severance Notice as contemplated by Section 19 of this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date first above written.

Credit Suisse First Boston Mortgage Capital LLC, as Administrative Agent

By: ________________________________

Name:

Title:

Credit Suisse AG, Cayman Islands Branch, as a Buyer

By: ________________________________

Name:

Title:

By: ________________________________

Name:

Title:

Alpine Securitization LTD, as a Buyer, by Credit Suisse AG,

New York Branch as Attorney-in-Fact

By: ________________________________

Name:

Title:

By: ________________________________

Name:

Signature Page to the Master Repurchase Agreement

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loanDepot.com, LLC, as Seller

By: ________________________________

Name: Patrick Flanagan

Title: Chief Financial Officer

Signature Page to the Master Repurchase Agreement

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SCHEDULE 1-A

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO PURCHASED MORTGAGE LOANS

As to each Purchased Mortgage Loan subject to any Transaction outstanding on a Purchase Date, the Seller shall be deemed to make the following representations and warranties to the Administrative Agent as of such date and at all times a Purchased Mortgage Loan is subject to a Transaction. With respect to those representations and warranties which are made to the best of Seller’s knowledge, if it is discovered by such Seller or Administrative Agent that the substance of such representation and warranty is inaccurate, notwithstanding such Seller’s lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty for purposes of determining Asset Value.

(a)    Payments Current. Except with respect to a Mortgage Loan that is a GNMA EBO, all payments required to be made up to the Purchase Date for the Mortgage Loan under the terms of the Mortgage Note have been made and credited -- it being understood that a payment is not required to be made until after the expiration of any applicable grace period. Except with respect to a Mortgage Loan that is a GNMA EBO, no payment required under the Mortgage Loan is delinquent nor has any payment under the Mortgage Loan been delinquent at any time since the origination of the Mortgage Loan (in each case it being understood that payment is delinquent after the expiration of any applicable grace period) and, if the Mortgage Loan is a Co-op Loan, no foreclosure action or private or public sale under the Uniform Commercial Code is, to the knowledge of Seller, being threatened or commenced with respect to the Co-op Loan. The first Monthly Payment shall be made, or shall have been made, with respect to the Mortgage Loan on its Due Date or within the grace period, all in accordance with the terms of the related Mortgage Note.

(b)    No Outstanding Charges. All taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due and payable. Neither the Seller nor the Qualified Originator from which Seller acquired the Mortgage Loan has advanced funds, or induced, solicited or knowingly received any advance of funds by a party other than the Mortgagor, directly or indirectly, for the payment of any amount required under the Mortgage Loan, except for interest accruing from the date of the Mortgage Note or date of disbursement of the proceeds of the Mortgage Loan, whichever is earlier, to the day which precedes by one month the Due Date of the first installment of principal and interest thereunder.

(c)    Original Terms Unmodified. Except with respect to a Mortgage Loan that is a GNMA EBO, the terms of the Mortgage Note (and the Proprietary Lease, the Assignment of Proprietary Lease and Stock Power with respect to each Co-op Loan) and Mortgage have not been impaired, waived, altered or modified in any respect, from the date of origination; except by a written instrument which has been recorded, if necessary to protect the interests of Buyers, and which has been delivered to the Custodian and the terms of which are reflected in the Custodial Asset Schedule. The substance of any such waiver, alteration or modification has been approved by the title insurer, to the extent required, and its terms are reflected on the Custodial Asset Schedule. No Mortgagor in respect of the Mortgage Loan has been released, in whole or

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in part, except in connection with an assumption agreement approved by the title insurer, to the extent required by such policy, and which assumption agreement is part of the Asset File delivered to the Custodian and the terms of which are reflected in the Custodial Asset Schedule.

(d)    No Defenses. The Mortgage Loan (and the Assignment of Proprietary Lease related to each Co-op Loan) is not subject to any right of rescission, set off, counterclaim or defense, including, without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable, in whole or in part and no such right of rescission, set off, counterclaim or defense has been asserted with respect thereto, and, with respect to a Mortgage Loan other than a GNMA EBO and no Mortgagor in respect of the Mortgage Loan was a debtor in any state or Federal bankruptcy or insolvency proceeding at the time the Mortgage Loan was originated. The Seller has no knowledge nor has it received any notice that any Mortgagor in respect of the Mortgage Loan is a debtor in any state or federal bankruptcy or insolvency proceeding.

(e)    Hazard Insurance. The Mortgaged Property is insured by a fire and extended perils insurance policy, issued by a Qualified Insurer, and such other hazards as are customary in the area where the Mortgaged Property is located, and to the extent required by Seller as of the date of origination consistent with the Underwriting Guidelines. If any portion of the Mortgaged Property is in an area identified by any federal Governmental Authority as having special flood hazards, and flood insurance is available, a flood insurance policy meeting the current guidelines of the Federal Emergency Management Agency is in effect with a generally acceptable insurance carrier, in an amount representing coverage not less than the least of (1) the outstanding principal balance of the Mortgage Loan (2) the full insurable value of the Mortgaged Property, and (3) the maximum amount of insurance available under the National Flood Insurance Act of 1968, as amended by the Flood Disaster Protection Act of 1973. All such insurance policies (collectively, the “hazard insurance policy”) contain a standard mortgagee clause naming the Seller, its successors and assigns (including, without limitation, subsequent owners of the Mortgage Loan), as mortgagee, and may not be reduced, terminated or canceled without thirty (30) days’ prior written notice to the mortgagee. No such notice has been received by the Seller. All premiums on such insurance policy have been paid. The related Mortgage obligates the Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the mortgagee to maintain such insurance at the Mortgagor’s cost and expense and to seek reimbursement therefor from such Mortgagor. Where required by state law or regulation, the Mortgagor has been given an opportunity to choose the carrier of the required hazard insurance, provided the policy is not a “master” or “blanket” hazard insurance policy covering a condominium, or any hazard insurance policy covering the common facilities of a planned unit development. The hazard insurance policy is the valid and binding obligation of the insurer and is in full force and effect. The Seller has not engaged in, and has no knowledge of the Mortgagor’s having engaged in, any act or omission which would impair the coverage of any such policy, the benefits of the endorsement provided for herein, or the validity and binding effect of either including, without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other Person, and no such unlawful items have been received, retained or realized by the Seller.

(f)    Environmental Compliance. There does not exist on the Mortgaged Property any hazardous substances, hazardous materials, hazardous wastes, solid wastes or other pollutants, as such terms are defined in the Comprehensive

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Environmental Response Compensation and Liability Act, 42 U.S.C. 9601 et seq., the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., or other applicable federal, state or local environmental laws including, without limitation, asbestos, in each case in excess of the permitted limits and allowances set forth in such environmental laws to the extent such laws are applicable to the Mortgaged Property. There is no pending action or proceeding directly involving the Mortgaged Property in which compliance with any environmental law, rule or regulation is an issue; there is no violation of any applicable environmental law (including, without limitation, asbestos), rule or regulation with respect to the Mortgaged Property; and nothing further remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting a prerequisite to use and enjoyment of said property.

(g)    Compliance with Applicable Laws. Any and all requirements of any federal, state or local law including, without limitation, usury, truth in lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to the Mortgage Loan have been complied with, the consummation of the transactions contemplated hereby will not involve the violation of any such laws or regulations, and the Seller shall maintain or shall cause its agent to maintain in its possession, available for the inspection of Administrative Agent, and shall deliver to Administrative Agent, upon demand, evidence of compliance with all such requirements.

(h)    No Satisfaction of Mortgage. The Mortgage has not been satisfied, canceled, subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would affect any such release, cancellation, subordination or rescission. Except with respect to a Mortgage Loan that is a GNMA EBO, Seller has not waived the performance by the Mortgagor of any action, if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in default, nor has Seller waived any default resulting from any action or inaction by the Mortgagor.

(i)    Location and Type of Mortgaged Property. The Mortgaged Property is located in an Acceptable State as identified in the Custodial Mortgage Loan Schedule and consists of a single parcel of real property with a detached single family residence erected thereon, or a two to four family dwelling, or an individual condominium unit in a low rise Co-op Project, or an individual unit in a planned unit development or a de minimis planned unit development; provided, however, that any condominium unit, Co-op Unit or planned unit development shall conform with the applicable Fannie Mae and Freddie Mac requirements regarding such dwellings or shall conform to underwriting guidelines acceptable to Administrative Agent in its sole discretion and that no residence or dwelling is a mobile home. No portion of the Mortgaged Property is used for commercial purposes; provided, that, the Mortgaged Property may be a mixed use property if such Mortgaged Property conforms to underwriting guidelines acceptable to Administrative Agent in its sole discretion.

(j)    Valid First Lien. The Mortgage is a valid, subsisting, enforceable and perfected lien (and with respect to each first lien Mortgage Loan, first priority lien and first priority security interest) on the real property included in the Mortgaged Property, including all buildings on the Mortgaged Property and all installations of mechanical, electrical, plumbing, heating and air conditioning systems located in or annexed to such buildings, and all additions, alterations and replacements made at any time with respect to the foregoing. With respect to a Second Lien Mortgage Loan, the Mortgage creates a second lien or a second priority security interest on the real property securing the related Mortgage Note. The lien of the Mortgage is subject only to:

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a.    the lien of current real property taxes and assessments not yet due and payable;

b.    covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording acceptable to prudent mortgage lending institutions generally and specifically referred to in lender’s title insurance policy delivered to the originator of the Mortgage Loan and (a) referred to or otherwise considered in the appraisal made for the originator of the Mortgage Loan or (b) which do not adversely affect the Appraised Value of the Mortgaged Property set forth in such appraisal;

c.    other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property;

d.     in the case of a Second Lien Mortgage Loan, the first lien on the Mortgaged Property.

Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan, except with respect to a Second Lien Mortgage Loan, establishes and creates a valid, subsisting and enforceable first lien and first priority security interest on the property described therein and Seller has full right to pledge and assign the same to Administrative Agent. Except with respect to a Second Lien Mortgage Loan, the Mortgaged Property was not, as of the date of origination of the Mortgage Loan, subject to a mortgage, deed of trust, deed to secure debt or other security instrument creating a lien subordinate to the lien of the Mortgage.

(k)    Validity of Mortgage Documents. The Mortgage Note and the Mortgage and any other agreement executed and delivered by a Mortgagor or guarantor, if applicable, in connection with a Mortgage Loan are genuine, and each is the legal, valid and binding obligation of the maker thereof enforceable in accordance with its terms. All parties to the Mortgage Note, the Mortgage and any other such related agreement had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note, the Mortgage and any such agreement, and the Mortgage Note, the Mortgage and any other such related agreement have been duly and properly executed by such related parties. No fraud, error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the part of any Person, including, without limitation, the Mortgagor, any appraiser, any builder or developer, or any other party involved in the origination of the Mortgage Loan. The Seller has reviewed all of the documents constituting the Asset File and has made such inquiries as it deems necessary to make and confirm the accuracy of the representations set forth herein. To the best of the Seller’s knowledge, except as disclosed to Administrative Agent in writing, all tax identifications and property descriptions are legally sufficient; and tax segregation, where required, has been completed.

(l)    Full Disbursement of Proceeds. There is no further requirement for future advances under the Mortgage Loan, and any and all requirements as to completion of any on site or off site improvement and as to disbursements of any escrow funds therefor have been complied with (except with regard to any FHA 203(k) loan, as applicable). All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage. All broker fees have been properly assessed to the Mortgagor and no claims will arise as to broker

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fees that are double charged and for which the Mortgagor would be entitled to reimbursement.

(m)    Ownership. Seller has full right to sell the Mortgage Loan to Buyers free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell each Mortgage Loan pursuant to this Agreement and following the sale of each Mortgage Loan, Buyers will own such Mortgage Loan (and with respect to any Co-op Loan, the sole owner of the related Assignment of Proprietary Lease) free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest except any such security interest created pursuant to the terms of this Agreement.

(n)    Doing Business. All parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (i) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (ii) either (A) organized under the laws of such state, (B) qualified to do business in such state, (C) a federal savings and loan association, a savings bank or a national bank having a principal office in such state, or (D) not doing business in such state.

(o)    Title Insurance. Unless such Mortgage Loan is a Co-op Loan, the Mortgage Loan is covered by either (i) an attorney’s opinion of title and abstract of title, the form and substance of which is acceptable to prudent mortgage lending institutions making mortgage loans in the area wherein the Mortgaged Property is located or (ii) an ALTA lender’s title insurance policy or other generally acceptable form of policy or insurance acceptable to Fannie Mae, Freddie Mac or GNMA, as applicable, and each such title insurance policy is issued by a title insurer acceptable to Fannie Mae, Freddie Mac or GNMA, as applicable, and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien of the Mortgage, or solely with respect to a Second Lien Mortgage Loan, second priority lien, as applicable, in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (a), (b), (c) and (d) of paragraph (j) of this Schedule 1-A, and in the case of adjustable rate Mortgage Loans, against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. Additionally, such lender’s title insurance policy affirmatively insures ingress and egress and against encroachments by or upon the Mortgaged Property or any interest therein. The title policy does not contain any special exceptions (other than the standard exclusions) for zoning and uses and has been marked to delete the standard survey exception or to replace the standard survey exception with a specific survey reading. The Seller, its successors and assigns, are the sole insureds of such lender’s title insurance policy, and such lender’s title insurance policy is valid and remains in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender’s title insurance policy, and no prior holder or servicer of the related Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender’s title insurance policy, including without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other Person, and no such unlawful items have been received, retained or realized by the Seller.

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(p)    No Defaults. Other than (i) Mortgage Loans that are GNMA EBOs, or (ii) Mortgage Loans which have defects that are otherwise disclosed to Administrative Agent in writing, there is no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and no event has occurred which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration, and neither Seller nor its predecessors have waived any default, breach, violation or event of acceleration; and with respect to each Co-op Loan, there is no default in complying with the terms of the Mortgage Note, the Assignment of Proprietary Lease and the Proprietary Lease and all maintenance charges and assessments (including assessments payable in the future installments, which previously became due and owing) have been paid, and Seller has the right under the terms of the Mortgage Note, Assignment of Proprietary Lease and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor.

(q)    No Mechanics’ Liens. There are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under the law could give rise to such liens) affecting the Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the Mortgage.

(r)    Location of Improvements; No Encroachments. All improvements which were considered in determining the Appraised Value of the Mortgaged Property lie wholly within the boundaries and building restriction lines of the Mortgaged Property, and no improvements on adjoining properties encroach upon the Mortgaged Property. No improvement located on or being part of the Mortgaged Property is in violation of any applicable zoning and building law, ordinance or regulation.

(s)    Origination; Payment Terms. The Mortgage Loan was originated by or in conjunction with a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act, a savings and loan association, a savings bank, a commercial bank, credit union, insurance company or similar banking institution which is supervised and examined by a federal or state authority. Principal and interest payments on the Mortgage Loan commenced no more than sixty (60) days after funds were disbursed (or after the interest only period expired, as applicable) in connection with the Mortgage Loan other than a Non-Agency Non-QM Mortgage Loan identified on the Asset Schedule. The Mortgagor contributed from their own funds to the purchase price for the Mortgaged Property, as required by the applicable Agency. Interest on the Mortgage Loan is calculated on the basis of a 360 day year consisting of twelve 30 day months. With respect to adjustable rate Mortgage Loans, the Mortgage Interest Rate is adjusted on each Interest Rate Adjustment Date to equal the Index plus the Gross Margin (rounded up or down to the nearest .125%), subject to the Mortgage Interest Rate Cap. The Mortgage Note is payable on the first day of each month in either (x) equal monthly installments of principal and interest or (y) interest only with regard to those Mortgage Loans which have an interest only period, which installments of interest with respect to adjustable rate Mortgage Loans, are subject to change on the Interest Rate Adjustment Date due to adjustments to the Mortgage Interest Rate on each Interest Rate Adjustment Date with interest calculated and payable in arrears, sufficient to amortize the Mortgage Loan fully by the stated maturity date, over an original term of not more than forty (40) years from commencement of amortization (other than with respect to a Second Lien Mortgage Loan that is originated as a home equity revolving line of credit).

(t)    Customary Provisions. The Mortgage Note has a stated maturity. The Mortgage contains customary and enforceable provisions such as to render the rights

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and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure. Upon default by a Mortgagor on a Mortgage Loan and foreclosure on, or trustee’s sale of, the Mortgaged Property pursuant to the proper procedures, the holder of the Mortgage Loan will be able to deliver good and merchantable title to the Mortgaged Property. There is no homestead or other exemption available to the Mortgagor or restriction on the Seller which would interfere with the right to sell the Mortgaged Property at a trustee's sale or otherwise or the right to foreclose on the related Mortgage. The Mortgage Note and Mortgage are on forms acceptable to Freddie Mac, Fannie Mae or GNMA, as applicable.

(u)    Occupancy of the Mortgaged Property. As of the Purchase Date the Mortgaged Property is lawfully occupied under applicable law. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. The Seller has not received notification from any Governmental Authority that the Mortgaged Property is in material non compliance with such laws or regulations, is being used, operated or occupied unlawfully or has failed to have or obtain such inspection, licenses or certificates, as the case may be. The Seller has not received notice of any violation or failure to conform with any such law, ordinance, regulation, standard, license or certificate. With respect to any Mortgage Loan originated with an “owner occupied” Mortgaged Property, the Mortgagor represented at the time of origination of the Mortgage Loan that the Mortgagor would occupy the Mortgaged Property as the Mortgagor’s primary residence.

(v)    No Additional Collateral. The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to in clause (j) above.

(w)    Deeds of Trust. In the event the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are or will become payable by the Custodian or Administrative Agent to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the Mortgagor.

(x)    Transfer of Mortgage Loans. Except with respect to Mortgage Loans intended for purchase by GNMA and for Mortgage Loans registered with MERS, the Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located.

(y)    Due On Sale. Except with respect to Mortgage Loans intended for purchase by GNMA, the Mortgage contains an enforceable provision for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan in the event that the Mortgaged Property is sold or transferred without the prior written consent of the mortgagee thereunder.

(z)    No Buydown Provisions; No Graduated Payments or Contingent Interests. Except with respect to Agency Mortgage Loans, the Mortgage Loan does not contain provisions pursuant to which Monthly Payments are paid or partially paid with

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funds deposited in any separate account established by Seller, the Mortgagor, or anyone on behalf of the Mortgagor, or paid by any source other than the Mortgagor nor does it contain any other similar provisions which may constitute a “buydown” provision. The Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan does not have a shared appreciation or other contingent interest feature.

(aa)    Consolidation of Future Advances. Any future advances made to the Mortgagor prior to the Purchase Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term. With respect to each Mortgage Loan other than a Co-op Loan, the lien of the Mortgage securing the consolidated principal amount is expressly insured as having first lien priority (or in the case of a Second Lien Mortgage Loan, a second lien priority) by a title insurance policy, an endorsement to the policy insuring the mortgagee’s consolidated interest or by other title evidence acceptable to Fannie Mae, Freddie Mac or GNMA. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan.

(bb)    No Condemnation Proceeding. There are no current condemnation proceedings with respect to the Mortgaged Property and the Seller has no knowledge of any such proceedings.

(cc)    Collection Practices; Escrow Deposits; Interest Rate Adjustments. The origination and collection practices used by the originator, each servicer of the Mortgage Loan and the Seller with respect to the Mortgage Loan have been in all respects in compliance with Accepted Servicing Practices, applicable laws and regulations, and have been in all respects legal and proper. With respect to escrow deposits and Escrow Payments, all such payments are in the possession of, or under the control of, the Seller and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All Escrow Payments have been collected in full compliance with state and federal law. An escrow of funds is not prohibited by applicable law and, where required under the applicable Underwriting Guidelines, has been established in an amount sufficient to pay for every item that remains unpaid and has been assessed but is not yet due and payable. No escrow deposits or Escrow Payments or other charges or payments due the Seller have been capitalized under the Mortgage or the Mortgage Note. All Mortgage Interest Rate adjustments have been made in strict compliance with state and federal law and the terms of the related Mortgage Note. Any interest required to be paid pursuant to state, federal and local law has been properly paid and credited.

(dd)    Conversion to Fixed Interest Rate. Except as allowed by Fannie Mae, Freddie Mac or GNMA or otherwise as expressly approved in writing by Administrative Agent, with respect to adjustable rate Mortgage Loans, the Mortgage Loan is not convertible to a fixed interest rate Mortgage Loan.

(ee)    Other Insurance Policies. No action, inaction or event has occurred and no state of facts exists or has existed that has resulted or will result in the exclusion from, denial of, or defense to coverage under any applicable special hazard insurance policy, private mortgage insurance policy or bankruptcy bond, irrespective of the cause of such failure of coverage. In connection with the placement of any such insurance, no commission, fee, or other compensation has been or will be received by the Seller or by any officer, director, or employee of the Seller or any designee of the Seller or any corporation in which the Seller or any officer, director, or employee had a financial interest at the time of placement of such insurance.

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(ff)    Servicemembers Civil Relief Act. The Mortgagor has not notified the Seller, and the Seller has no knowledge, of any relief requested or allowed to the Mortgagor under the Servicemembers Civil Relief Act of 2003.

(gg)    Appraisal. The Asset File contains either (i) to the extent permitted by the applicable Agency, a Property Inspection Waiver (as defined in the applicable Agency guidelines) or (ii) an appraisal of the related Mortgaged Property signed prior to the funding of the Mortgage Loan by a qualified appraiser, duly appointed by Seller, who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of Fannie Mae or Freddie Mac and Title XI of the Federal Institutions Reform, Recovery, and Enforcement Act of 1989 as amended and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated; providedthat the foregoing requirement shall not apply to Agency Mortgage Loans where the applicable Agency does not so require it. As of the origination date, no appraisal is more than one hundred and twenty (120) days old.

(hh)    Disclosure Materials. The Mortgagor has executed a statement to the effect that the Mortgagor has received all disclosure materials required by applicable law with respect to the making of adjustable rate mortgage loans, and the Seller maintains such statement in the Asset File.

(ii)    Construction or Rehabilitation of Mortgaged Property. No Mortgage Loan (other than an FHA 203(k) loan) was made in connection with the construction or rehabilitation of a Mortgaged Property or facilitating the trade in or exchange of a Mortgaged Property.

(jj)    No Defense to Insurance Coverage. No action has been taken or failed to be taken, no event has occurred and no state of facts exists or has existed on or prior to the Purchase Date (whether or not known to Seller on or prior to such date) which has resulted or will result in an exclusion from, denial of, or defense to coverage under any private mortgage insurance (including, without limitation, any exclusions, denials or defenses which would limit or reduce the availability of the timely payment of the full amount of the loss otherwise due thereunder to the insured) whether arising out of actions, representations, errors, omissions, negligence, or fraud of the Seller, the related Mortgagor or any party involved in the application for such coverage, including the appraisal, plans and specifications and other exhibits or documents submitted therewith to the insurer under such insurance policy, or for any other reason under such coverage, but not including the failure of such insurer to pay by reason of such insurer’s breach of such insurance policy or such insurer’s financial inability to pay.

(kk)    Capitalization of Interest. The Mortgage Note does not by its terms provide for the capitalization or forbearance of interest.

(ll)    No Equity Participation. No document relating to the Mortgage Loan provides for any contingent or additional interest in the form of participation in the cash flow of the Mortgaged Property or a sharing in the appreciation of the value of the Mortgaged Property. The indebtedness evidenced by the Mortgage Note is not convertible to an ownership interest in the Mortgaged Property or the Mortgagor and the Seller has not financed nor does it own directly or indirectly, any equity of any form in the Mortgaged Property or the Mortgagor.

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(mm)    Proceeds of Mortgage Loan. The proceeds of the Mortgage Loan have not been and shall not be used to satisfy, in whole or in part, any debt owed or owing by the Mortgagor to the Seller or any Affiliate or correspondent of the Seller, except in connection with a refinanced Mortgage Loan; provided, however, no such refinanced Mortgage Loan shall have been originated pursuant to a streamlined mortgage loan refinancing program.

(nn)    Origination Date. (i) With respect to Mortgage Loans other than correspondent loans, Scratch and Dent Mortgage Loans and GNMA EBOs, the Purchase Date is no more than thirty (30) days following the origination date and (ii) with respect to correspondent loans (other than GNMA EBOs and Scratch and Dent Mortgage Loans), the Purchase Date is no more than one-hundred and eighty (180) days following the origination date.

(oo)    No Exception. The Custodian has not noted any material exceptions on a Custodial Asset Schedule with respect to the Mortgage Loan which would materially adversely affect the Mortgage Loan or Administrative Agent’s or Buyers’ interest in the Mortgage Loan.

(pp)    Mortgage Submitted for Recordation. The Mortgage either has been or will promptly be submitted for recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located.

(qq)    Documents Genuine. Such Purchased Mortgage Loan and all accompanying collateral documents are complete and authentic and all signatures thereon are genuine. Except for FHA 203(k) loans, such Purchased Mortgage Loan is a “closed” loan fully funded by Seller and held in Seller’s name.

(rr)    Bona Fide Loan. Such Purchased Mortgage Loan arose from a bona fide loan, complying with all applicable State and Federal laws and regulations, to persons having legal capacity to contract and is not subject to any defense, set-off or counterclaim.

(ss)    Reserved,

(tt)    Description. Each Purchased Mortgage Loan conforms to the description thereof as set forth on the related Custodial Asset Schedule delivered to the Custodian and Administrative Agent.

(uu)    Located in U.S. No collateral (including, without limitation, the related real property and the dwellings thereon and otherwise) relating to a Purchased Mortgage Loan is located in any jurisdiction other than in one of the fifty (50) states of the United States of America or the District of Columbia.

(vv)    Underwriting Guidelines. Except with respect to Mortgage Loans that are GNMA EBOs or Scratch and Dent Mortgage Loans, each Purchased Mortgage Loan has been originated in accordance with the Underwriting Guidelines (including all supplements or amendments thereto) previously provided to Administrative Agent.

(ww)    Aging. Such Purchased Mortgage Loan has not been subject to a Transaction hereunder for more than the applicable Aging Limit (to the extent there is an applicable Aging Limit for such Mortgage Loan).

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(xx)    Committed Mortgage Loans. Each Committed Mortgage Loan is covered by a Take-out Commitment, does not exceed the availability under such Take-out Commitment (taking into consideration mortgage loans which have been purchased by the respective Take-out Investor under the Take-out Commitment and mortgage loan which Seller has identified to Administrative Agent as covered by such Take-out Commitment) and conforms to the requirements and the specifications set forth in such Take-out Commitment and the related regulations, rules, requirements and/or handbooks of the applicable Take-out Investor and is eligible for sale to and insurance or guaranty by, respectively the applicable Take-out Investor and applicable insurer. Each Take-out Commitment is a legal, valid and binding obligation of Seller enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(yy)    Reserved.

(zz)    Reserved.

(aaa)    Predatory Lending Regulations; High Cost Mortgage Loans. No Mortgage Loan is classified as High Cost Mortgage Loans.

(bbb)    Credit Score and Reporting. As of the Purchase Date, the Mortgagor’s credit score as listed on the Asset Schedule is no more than one hundred twenty (120) days old. Full, complete and accurate information with respect to the Mortgagor’s credit file was furnished to Equifax, Experian and Trans Union Credit Information in accordance with the Fair Credit Reporting Act and its implementing regulations.

(ccc)    Wet Ink Mortgage Loans. With respect to each Mortgage Loan that is a Wet Ink Mortgage Loan, the Settlement Agent has been instructed in writing by Seller to hold the related Asset Documents as agent and bailee for Administrative Agent or Administrative Agent’s agent and to promptly forward such Asset Documents in accordance with the provisions of the Custodial Agreement and the Escrow Instruction Letter.

(ddd)    FHA Mortgage Insurance; VA Loan Guaranty. With respect to the FHA Loans, the FHA Mortgage Insurance Contract is or eligible to be in full force and effect and there exists no impairment to full recovery without indemnity to the Department of Housing and Urban Development or the FHA under FHA Mortgage Insurance. With respect to the VA Loans, the VA Loan Guaranty Agreement is in full force and effect to the maximum extent stated therein. All necessary steps have been taken to keep such guaranty or insurance valid, binding and enforceable and each of such is the binding, valid and enforceable obligation of the FHA and the VA, respectively, to the full extent thereof, without surcharge, set off or defense. Except with respect to a Mortgage Loan that is a GNMA EBO, each FHA Loan and VA Loan was originated in accordance with the criteria of an Agency for purchase of such Mortgage Loans.

(eee)    Asset Schedule. The information set forth in the related Asset Schedule and all other information or data furnished by, or on behalf of, Seller to Administrative Agent is complete, true and correct in all material respects.

(fff)    Qualified Mortgage. Notwithstanding anything to the contrary set forth in this Agreement, on and after January 10, 2014 (or such later date as set forth in

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the relevant regulations), (i) prior to the origination of each Mortgage Loan, the originator made a reasonable and good faith determination that the Mortgagor had a reasonable ability to repay the loan according to its terms, in accordance with, at a minimum, the eight underwriting factors set forth in 12 CFR 1026.43(c) and (ii) other than Non-Agency Non-QM Mortgage Loans, unless otherwise approved in writing by Administrative Agent or a Buyer, each Mortgage Loan is a “Qualified Mortgage” as defined in 12 CFR 1026.43(e).

(ggg)    Co-op Loan: Valid First Lien. With respect to each Co-op Loan, the related Mortgage is a valid, enforceable and subsisting first priority security interest on the related Co-op Shares securing the related Proprietary Lease, subject only to (a) liens of the Co-op Corporation for unpaid assessments representing the Mortgagor’s pro rata share of the Co-op Corporation’s payments for its blanket mortgage, current and future real property taxes, insurance premiums, maintenance fees and other assessments to which like collateral is commonly subject and (b) other matters to which like collateral is commonly subject which do not materially interfere with the benefits of the security intended to be provided by the security interest. There are no liens against or security interests in the Co-op Shares relating to each Co-op Loan (except for unpaid maintenance, assessments and other amounts owed to the related cooperative which individually or in the aggregate will not have a material adverse effect on such Co-op Loan), which have priority equal to or over Seller’s security interest in such Co-op Shares.

(hhh)    Co-op Loan: Compliance with Law. With respect to each Co-op Loan, the related Co-op Corporation that owns title to the related Co-op Project is a “cooperative housing corporation” within the meaning of Section 216 of the Internal Revenue Code, and is in material compliance with applicable federal, state and local laws which, if not complied with, could have a material adverse effect on the Mortgaged Property.

(iii)    Co-op Loan: No Pledge. With respect to each Co-op Loan, there is no prohibition against pledging the Co-op Shares or assigning the Proprietary Lease. With respect to each Co-op Loan, (i) the term of the related Proprietary Lease is longer than the term of the Co-op Loan, (ii) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Co-op Shares owned by such Mortgagor first to the Co-op Corporation, (iii) there is no prohibition in any Proprietary Lease against pledging the Co-op Shares or assigning the Proprietary Lease and (iv) the Recognition Agreement is on a form of agreement published by Aztech Document Systems, Inc. as of the date hereof or includes provisions which are no less favorable to the lender than those contained in such agreement. To the extent required by the Takeout Investor with respect to such Co-op Loan, Seller shall also deliver to the Custodian an executed Assignment of Recognition Agreement (as such term is defined in the Custodial Agreement) with respect to such Co-op Loan.

(jjj)    Co-op Loan: Acceleration of Payment. With respect to each Co-op Loan, each Assignment of Proprietary Lease contains enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization of the material benefits of the security provided thereby. The Assignment of Proprietary Lease contains an enforceable provision for the acceleration of the payment of the unpaid principal balance of the Mortgage Note in the event the Co-op Unit is transferred or sold without the consent of the holder thereof.

        (kkk)    TRID Compliance. With respect to each Mortgage Loan where the Mortgagor’s loan application for the Mortgage Loan was taken on or after October 3,

Schedule 1-A-12

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2015, such Mortgage Loan was originated in compliance with the TILA-RESPA Integrated Disclosure Rule.

        (lll) Wet-Ink Mortgage Loans. With respect to each Mortgage Loan that is a Wet-Ink Mortgage Loan, the Settlement Agent has been instructed in writing by Seller to hold the related Asset Documents as agent and bailee for Administrative Agent or Administrative Agent’s agent and to promptly forward such Asset Documents in accordance with the provisions of the related Custodial Agreement and the Escrow Instruction Letter.

(mmm) eNote Legend. If the Mortgage Loan is an eMortgage Loan, the related eNote contains the Agency-Required eNote Legend.

(nnn) eNotes. With respect to each eMortgage Loan, the related eNote satisfies all of the following criteria:

(i)the eNote bears a digital or electronic signature;

(ii)the Hash Value of the eNote indicated in the MERS eRegistry matches the Hash Value of the eNote as reflected in the eVault;

(iii)there is a single Authoritative Copy of the eNote, as applicable and within the meaning of Section 9-105 of the UCC or Section 16 of the UETA, as applicable, that is held in the eVault;

(iv)the Location status of the eNote on the MERS eRegistry reflects the MERS Org ID of the Custodian;

(v)the Controller status of the eNote on the MERS eRegistry reflects the MERS Org ID of Administrative Agent;

(vi)the Delegatee status of the eNote on the MERS eRegistry reflects the MERS Org ID of Custodian;

(vii)the Master Servicer Field status of the eNote on the MERS eRegistry reflects the MERS Org ID of Servicer or Seller;

(viii)the Subservicer Field status of the eNote on the MERS eRegistry (i) reflects, if there is a third-party subservicer, such subservicer’s MERS Org ID or (ii) if there is not a subservicer, is blank;

(ix)There is no Control Failure, eNote Replacement Failure or Unauthorized Master Servicer or Subservicer Modification with respect to such eNote;

(x)the eNote is a valid and enforceable Transferable Record or comprises “electronic chattel paper” within the meaning of the UCC;

(xi)there is no defect with respect to the eNote that would result in Administrative Agent having less than full rights,

Schedule 1-A-13

LEGAL02/42180011v5

benefits and defenses of “Control” (within the meaning of the UETA or the UCC, as applicable) of the Transferable Record; and

(xii)there is no paper copy of the eNote in existence nor has the eNote been papered-out.

Schedule 1-A-14

LEGAL02/42180011v5

SCHEDULE 2

AUTHORIZED REPRESENTATIVES

SELLER AUTHORIZATIONS

Any of the persons whose signatures and titles appear below are authorized, acting singly, to act for Seller under this Agreement:

Name		Title	Signature
[****]	[****]			_______________________
[****]	[****]			_______________________
[****]	[****]			_______________________
[****]	[****]			_______________________

Schedule 2 (Master Repurchase Agreement)(LoanDepot)

LEGAL02/42180011v5

ADMINISTRATIVE AGENT AND BUYER AUTHORIZATIONS

Any of the persons whose signatures and titles appear below, including any other authorized officers, are authorized, acting singly, to act for Administrative Agent and/or Buyers under this Agreement:

Name	Title	Signature
[****]	[****]
[****]	[****]
[****]	[****]
[****]	[****]
[****]	[****]
[****]	[****]

Schedule 2

LEGAL02/42180011v5

EXHIBIT A

RESERVED

Exhibit A-1

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EXHIBIT B

RESERVED

Exhibit B

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EXHIBIT C

RESERVED

Exhibit C

LEGAL02/42180011v5

EXHIBIT D

FORM OF POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that loanDepot.com, LLC (“Seller”) hereby irrevocably constitutes and appoints Credit Suisse First Boston Mortgage Capital LLC (“Administrative Agent”) and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Seller and in the name of Seller or in its own name, from time to time in Administrative Agent’s discretion:

(a)    in the name of Seller, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any assets purchased by Administrative Agent on behalf of certain Buyers and/or Repledgees under the Master Repurchase Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time) dated March 10, 2017 (the “Assets”) and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Administrative Agent for the purpose of collecting any and all such moneys due with respect to any other assets whenever payable;

(b)    to pay or discharge taxes and liens levied or placed on or threatened against the Assets;

(c)    (i) to direct any party liable for any payment under any Assets to make payment of any and all moneys due or to become due thereunder directly to Administrative Agent or as Administrative Agent shall direct; (ii) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Assets; (iii) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Assets; (iv) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Assets or any proceeds thereof and to enforce any other right in respect of any Assets; (v) to defend any suit, action or proceeding brought against Seller with respect to any Assets; (vi) to settle, compromise or adjust any suit, action or proceeding described in clause (vii) above and, in connection therewith, to give such discharges or releases as Administrative Agent may deem appropriate; (viii) to cause the mortgagee of record to be changed to Administrative Agent on the FHA or VA system, as applicable; and (ix) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Assets as fully and completely as though Administrative Agent were the absolute owner thereof for all purposes, and to do, at Administrative Agent’s option and Seller’s expense, at any time, and from time to time, all acts and things which Administrative Agent deems necessary to protect, preserve or realize upon the Assets and Administrative Agent’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as Seller might do;

(d)    for the purpose of carrying out the transfer of servicing with respect to the Assets from Seller to a successor servicer appointed by Administrative Agent in its sole discretion and to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish such transfer of servicing, and, without limiting the generality of the foregoing, Seller hereby gives Administrative Agent the power and right, on behalf of Seller, without assent by Seller, to, in the name of Seller or its own name, or otherwise, prepare and send or cause to be sent “good-bye” letters to all mortgagors under the Assets, transferring the

Exhibit D-1

LEGAL02/42180011v5

servicing of the Assets to a successor servicer appointed by Administrative Agent in its sole discretion; and

(e)    for the purpose of delivering any notices of sale to mortgagors or other third parties, including without limitation, those required by law.

Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.

Seller also authorizes Administrative Agent, from time to time, to execute, in connection with any sale, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Assets.

The powers conferred on Administrative Agent hereunder are solely to protect Administrative Agent’s interests in the Assets and shall not impose any duty upon it to exercise any such powers. Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Seller for any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct.

TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OF SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND ADMINISTRATIVE AGENT ON ITS OWN BEHALF AND ON BEHALF OF ADMINISTRATIVE AGENT’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT.

[REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURES FOLLOW.]

Exhibit D-2

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IN WITNESS WHEREOF Seller has caused this Power of Attorney to be executed and Seller’s seal to be affixed this _____ day of _________, 2017.

loanDepot.com, LLC

By: _____________________________

       Name:

       Title:

Exhibit D-3

LEGAL02/42180011v5

STATE OF     )
                )    ss.:
COUNTY OF     )

On the ____ day of ______________, 201__ before me, a Notary Public in and for said State, personally appeared ________________________________, known to me to be _________________________________________________ of [_________________], the institution that executed the within instrument and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand affixed my office seal the day and year in this certificate first above written.

_____________________________
Notary Public

My Commission expires ________________________________

Exhibit D-4

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EXHIBIT E

RESERVED

Exhibit E-1

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EXHIBIT F

RESERVED

Exhibit F-1

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EXHIBIT G

RESERVED

Exhibit G-1

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EXHIBIT H

RESERVED

Exhibit H-1

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EXHIBIT I

FORM OF ESCROW INSTRUCTION LETTER

[TO BE ATTACHED]

Exhibit I-1

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EXHIBIT J

FORM OF SERVICER NOTICE

[Date]

[________________], as Servicer
[ADDRESS]
Attention: ___________

Re:    Master Repurchase Agreement, dated as of March 10, 2017 (the “Repurchase Agreement”), by and among loanDepot.com, LLC (the “Seller”) and Credit Suisse First Boston Mortgage Capital LLC (the “Administrative Agent”), on behalf of Buyers and/or certain Repledgees, as applicable.

Ladies and Gentlemen:

[___________________] (the “Servicer”) is servicing certain mortgage loans for Seller pursuant to that certain Servicing Agreement between the Servicer and Seller. Pursuant to the Repurchase Agreement, the Servicer is hereby notified that Seller has pledged to Administrative Agent for the benefit of Buyers certain mortgage loans (“Assets”) which are serviced by Servicer which are subject to a security interest in favor of Administrative Agent.

Section 1.    Remittance to Account; Notice of Default.

(1)Upon written notice following the occurrence of and during the continuance of an Event of Default, the Servicer shall segregate all amounts (the “Servicing Income”) collected on account of the Assets which are then subject to transactions under the Repurchase Agreement (the “Subject Assets”), hold them in trust for the sole and exclusive benefit of Administrative Agent, and remit such collections in accordance with the below instructions. Servicer shall follow the instructions only of Administrative Agent with respect to the Subject Assets, and shall deliver to Administrative Agent any information with respect to the Subject Assets reasonably requested by Administrative Agent. Seller hereby notifies and instructs the Servicer and the Servicer is hereby authorized and instructed, and hereby agrees that upon written notice following the occurrence of and during the continuance of an Event of Default, Servicer shall remit any and all Servicing Income to the following account no later than two (2) Business Days following receipt thereof, which instructions are irrevocable without the prior written consent of Administrative Agent:

[APPLICABLE ACCOUNT]

(2)Upon written notice following the occurrence and during the continuance of an Event of Default, Administrative Agent will have the right to immediately terminate Servicer’s right to service the Subject Assets without payment of any penalty or termination fee under the Servicing Agreement. Upon receipt of such notice, Seller and the Servicer shall cooperate in transferring the applicable servicing of the Subject Assets to a successor servicer appointed by Administrative Agent in its sole discretion.

(3)Notwithstanding any contrary information which may be delivered to the Servicer by Seller, the Servicer may conclusively rely on any information, Notice of Event of Default delivered by Administrative Agent, and Seller shall indemnify and hold the Servicer harmless for any and all claims asserted against it for any actions taken in good faith by the Servicer in connection with the delivery of such information, Notice of Event of Default.

Exhibit J-1

LEGAL02/42180011v5

(4)The Administrative Agent, on behalf of Buyers and Repledgees, is an intended third party beneficiary of the Servicing Agreement with full enforcement rights thereunder.

(5)Notwithstanding any contrary information which may be delivered to the Servicer by Seller, the Servicer may conclusively rely on any information or notice delivered by Buyer.

Section 2.     Back-up Administrative Agent; Successor Administrative Agent.

In the event that the Administrative Agent gives the Servicer written notice that a back-up Administrative Agent (the “Back-up Administrative Agent”) has been appointed under the Repurchase Agreement with the prior written consent of the Seller (which consent shall not be unreasonably withheld), then to the extent that the Servicer subsequently receives written notice from the Back-up Administrative Agent that it has assumed the role of Administrative Agent thereunder (in such case, the “Successor Administrative Agent”), then the Successor Administrative Agent shall assume all rights and obligations of the Administrative Agent hereunder, with no further action required by the parties, and the Servicer shall follow the directions of the Successor Administrative Agent hereunder for all directions to be given by the Administrative Agent hereunder. 

Section 3.     Servicer as Bailee. Servicer hereby acknowledges and agrees that on receipt of any Mortgage File, it shall hold such Mortgage File as bailee for Administrative Agent.

Section 4.    Counterparts. This Servicer Notice may be executed in any number of counterparts, all of which taken together constitutes one and the same instrument, and each party hereto may execute this Servicer Notice by signing any such counterpart.

Section 5.    Entire Agreement. This Servicer Notice, together with the other Program Agreements, constitutes the entire understanding between Administrative Agent, Seller and Servicer with respect to the subject matter they cover and supersedes any existing agreements between the parties relating to the matters provided for herein and therein. No alteration, waiver, amendments, or change or supplement hereto will be binding or effective unless the same is set forth in writing by a duly authorized representative of each party hereto.

Section 6.    Governing Law; Jurisdiction; Waiver of Trial by Jury.

(1)THIS SERVICER NOTICE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

(2)SELLER AND SERVICER HEREBY WAIVES TRIAL BY JURY. SELLER AND SERVICER HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF NEW YORK, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, ARISING OUT OF OR RELATING TO THE PROGRAM AGREEMENTS IN ANY ACTION OR PROCEEDING. SELLER AND SERVICER HEREBY SUBMITS TO, AND WAIVES ANY OBJECTION THEY MAY HAVE TO, EXCLUSIVE PERSONAL JURISDICTION AND VENUE IN THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WITH RESPECT TO ANY DISPUTES ARISING OUT OF OR RELATING TO THIS SERVICER NOTICE.

Exhibit J-2

LEGAL02/42180011v5

Very truly yours,

[____________________]

By:
Name:
Title:

ACKNOWLEDGED:

[____________________]
as Servicer

By:
Title:
Telephone:
Facsimile:

LOANDEPOT.COM, LLC

By:
Name:
Title:

Exhibit A

LEGAL02/42180018v3

EX-10.20

Certain confidential information contained in this document, marked by “[***]”, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

EXECUTION VERSION

AMENDMENT NUMBER 4 TO MASTER REPURCHASE AGREEMENT AND SECURITIES CONTRACT

THIS AMENDMENT NUMBER 4 TO MASTER REPURCHASE AGREEMENT AND SECURITIES CONTRACT, dated as of November 7, 2022 (this “Amendment”), is by and between LOANDEPOT.COM, LLC, a Delaware limited liability company (“Seller”), and BANK OF MONTREAL, a Canadian Chartered bank acting through its Chicago Branch (“Buyer”). Unless otherwise defined herein, capitalized terms used in this Amendment have the meanings assigned to such terms in the Master Repurchase Agreement and Securities Contract, dated as of September 23, 2021 (as amended, restated, supplemented or otherwise modified to the date hereof and by this Amendment, the “Repurchase Agreement”), between the Seller and the Buyer.

RECITALS

WHEREAS, the Buyer and the Seller have agreed, subject to the terms and conditions of this Amendment, that the Repurchase Agreement be amended to reflect certain agreed upon changes;

NOW, THEREFORE, in consideration of the mutual covenants made herein, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.Amendments to Repurchase Agreement. Effective as of the date hereof, the Repurchase Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in Exhibit A hereto.

SECTION 2.Agreement in Full Force and Effect as Amended. As specifically amended hereby, the Repurchase Agreement and each of the other Facility Documents remains in full force and effect. All references to the Repurchase Agreement or any other Facility Document shall be deemed to mean the Repurchase Agreement or such Facility Document as supplemented and amended pursuant to this Amendment. This Amendment shall not constitute a novation of the Repurchase Agreement or any other Facility Document, but is a supplement thereto. The parties hereto agree to be bound by the terms and conditions of the Repurchase Agreement and Facility Documents, each as amended or supplemented by this Amendment, to the same effect as if such terms and conditions were set forth herein verbatim.

SECTION 3.Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the day when the Buyer has received a copy of this Amendment, duly executed by each of the parties hereto.

SECTION 4.Miscellaneous.

(i)This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. The parties agree that this Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart. Counterparts may be delivered electronically. The parties agree that this Amendment or any other document necessary for the consummation of the transaction contemplated by this Amendment may be accepted, executed or agreed to through the use of an electronic signature in accordance with the E-Sign, the UETA and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any secure third party electronic signature capture service providers, as long as such service providers use system logs and audit trails that establish a temporal and

DB1/ 133501537.3

process link between the presentation of identity documents and the electronic signing, together with identifying information that can be used to verify the electronic signature and its attribution to the signer’s identity and evidence of the signer’s agreement to conduct the transaction electronically and of the signer’s execution of each electronic signature.

(ii)The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

(iii)This Amendment may not be amended or otherwise modified other than by an agreement in writing signed by each of the parties hereto.

(iv)THIS AMENDMENT AND ANY CLAIM, DISPUTE OR CONTROVERSY ARISING UNDER OR RELATED TO THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL GOVERN.

(The remainder of this page is intentionally blank.)

2

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.

SELLER:

        LOANDEPOT.COM, LLC

By:/s/ Patrick Flanagan

Name: Patrick Flanagan

Title: CFO

[BMO/loanDepot – Amendment No. 4 to MRA]

ACKNOWLEDGED AND AGREED TO:

BUYER:

BANK OF MONTREAL

By: /s/Ari Lash

Name: Ari lash

Title: Managing Director

[BMO/loanDepot – Amendment No. 4 to MRA]

Exhibit A

CONFORMED REPURCHASE AGREEMENT

[See Attached]

EX-10.21

Certain confidential information contained in this document, marked by “[***]”, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

EXECUTION VERSION

TIAA BANK
301 W. Bay Street

Jacksonville, FL 32202

loanDepot.com, LLC
26642 Towne Centre Drive
Foothill Ranch, California 92610
Attention: Patrick Flanagan

Re: Fifth Amendment to Amended and Restated Master Repurchase Agreement and Amended and Restated Pricing Letter (“Fifth Amendment”)

This Fifth Amendment is made November 8, 2022, (the “Amendment Effective Date”), to that certain Amended and Restated Master Repurchase Agreement, dated November 15, 2021, as amended (the “Repurchase Agreement”) and the Amended and Restated Pricing Letter, dated November 15, 2021, as amended (the “Pricing Letter”), in each case by and among LoanDepot.com LLC, as the seller (the “Seller”), TIAA, FSB, formerly known as EverBank (“TIAA Bank”), as administrative agent (in such capacity, the “Administrative Agent”) for the Buyers and as a buyer, and Signature Bank (“Signature Bank”), as a buyer (together with TIAA Bank, the “Buyers”). The Repurchase Agreement and the Pricing Letter are sometimes hereinafter collectively referred to as the “Agreement”.

WHEREAS, Seller requested that Buyers amend the Agreement as provided herein; and

WHEREAS, Seller and Buyers have agreed to so amend the Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to amend the Agreement as follows:

SECTION 1.Definitions. The following terms shall have the meanings set forth below.

“203K Loans” shall mean first lien Mortgage Loans that meet all the requirements for mortgage insurance issued by the Federal Housing Authority under the Section 203(k) Rehabilitation Insured Mortgage Program.

“Adjusted Indebtedness” shall mean, [****].

“Adjusted Net Income” shall mean [****].

“Adjusted Tangible Net Worth” shall mean, [****].

“Aged Jumbo Mortgage Loan” shall mean a Jumbo Mortgage Loan (Standard Limit) subject to a Transaction hereunder for more than [****] days but not more than [****] days.

“Aged Mortgage Loan” shall mean a Mortgage Loan, other than a Jumbo Mortgage Loan, a Low FICO Government Loan, a 203K Loan or a Manufactured Housing Mortgage Loan, subject to a Transaction hereunder for more than [****] days but not more than [****] days.

“Aged State Agency Program Loan” shall mean a State Agency Program Loan subject to a Transaction hereunder for more than [****] days but not more than [****] days.

“Aging Limit” shall mean (a) [****] days following the Purchase Date for Mortgage Loans other than Aged Mortgage Loans and Jumbo Mortgage Loans (Standard Limit), and (b) [****] days following the Purchase Date for Aged Mortgage Loans and Jumbo Mortgage Loans (Standard Limit).

“Annual Financial Statement Date” shall mean December 31, 2020.

“Approved Mortgage Product” shall mean the following mortgage products approved by the Buyers for Transactions under the Agreement: Conforming Mortgage Loans, Eligible Government Mortgage Loans, Jumbo Mortgage Loans, Low FICO Government Loans, State Agency Program Loans, Manufactured Housing Mortgage Loans, 203K Loans, Wet Mortgage Loans and Aged Mortgage Loans. In no event shall an Ineligible Product be an Approved Mortgage Product.

“Buyer’s Facility Sum” shall mean $[****] with respect to TIAA Bank and $[****] with respect to Signature Bank.

“Cash Equivalents” shall mean [****].

“Change in Control” shall mean:

(a)any event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, other than the Permitted Holders becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended) of the equity securities of loanDepot, Inc., a Delaware corporation, entitled to vote for members of the board of directors or equivalent governing body of Seller on a fully-diluted basis; or

(b)[reserved]; or

(c)the sale, transfer, or other disposition of all or substantially all of Seller’s assets (excluding any such action taken in connection with any securitization transaction); or

(d)the consummation of a merger or consolidation of Seller with or into another entity or any other corporate reorganization (in one transaction or in a series of transactions) if more than 50% of the combined voting power of the continuing or surviving entity’s Capital Stock outstanding immediately after such merger,

nonhesmow1868

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consolidation or such other reorganization is owned by persons who were not owners of Seller immediately prior to such merger, consolidation or other reorganization.; or

(a) a majority of the seats on the Board of Directors are no longer occupied by the members holding said seats as of the date of this Agreement.

“Concentration Category” shall mean, with respect to Mortgage Loans, each category set forth under the heading “Concentration Category” in the table included in the definition of “Concentration Limit.”

“Concentration Limit” shall mean, as of any date of determination, with respect to the Eligible Mortgage Loans included in any Concentration Category, the applicable amount that the aggregate Purchase Price for such Eligible Mortgage Loans may not at any time exceed, as set forth in the below table.

Concentration Category	Concentration Limit (percentages based on Maximum Purchase Amount)
Wet Mortgage Loans	[****]
Jumbo Mortgage Loans	[****]%
Jumbo Mortgage Loans (Specialty)	[****]%
Delegated Jumbo Mortgage Loans	[****]%
Low FICO Government Loans	[****]%
203K Loan	[****]%
State Agency Program Loans	[****]%
Manufactured Housing Mortgage Loans	[****]%
Aged Mortgage Loans	[****]%

“Conforming Mortgage Loan” shall mean a Mortgage Loan (other than a 203K Loan, a State Agency Program Loan, or a Manufactured Housing Mortgage Loan) that conforms to the requirements of an Agency for securitization or cash purchase, and which has a FICO score of at least [****].

“Delegated Jumbo Mortgage Loans” shall mean Jumbo Mortgage Loans (Standard Limit) that are not subject to a takeout commitment from an investor.

“Due Diligence Cap” shall mean $[****].

nonhesmow1868

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“Eligible Government Mortgage Loan” shall mean a Government Mortgage Loan (other than a Manufactured Housing Mortgage Loan) which has a FICO score of at least [****].

“ERISA Liability Threshold” shall mean $[****].

“Fidelity Insurance Requirement” shall mean (a) $[****] for fidelity coverage, with a maximum deductible of $[****], and (b) $[****]for errors and omissions coverage, with a maximum deductible of $[****].

“Financial Reporting Party” shall mean Seller.

“FMV Adjustments” shall mean [****].

“Ineligible Product” shall mean any mortgage product that is not an Approved Mortgage Product.

“Jumbo Mortgage Loan” is a collective reference to Jumbo Mortgage Loans (Specialty), Jumbo Mortgage Loans (Standard Limit) and Delegated Jumbo Mortgage Loans.

“Jumbo Mortgage Loans (High DTI)” shall mean a Mortgage Loan (i) with a principal balance of not more than [****] Dollars ($[****]) (ii) that except with respect to (x) the original principal balance thereof and (y) the Debt-to-Income Ratio, conforms to the requirements for securitization or cash purchase by an Agency, (iii) that has a FICO score of at least [****], (iv) with a Loan-to-Value Ratio no greater than [****]%, (v) has a Debt-to-Income Ratio greater than [****]% and not to exceed [****]%, (vi) is fully amortizing, and (vii) that is subject to a Takeout Commitment from a Takeout Investor.

“Jumbo Mortgage Loans (High LTV)” shall mean a Mortgage Loan (i) with a principal balance of not more than [****] Dollars ($[****]) (ii) that except with respect to (x) the original principal balance thereof and (y) the Debt-to-Income Ratio, conforms to the requirements for securitization or cash purchase by an Agency, (iii) that has a FICO score of at least [****], (iv) with a Loan-to-Value Ratio no greater than [****]%, (v) has a Debt-to-Income Ratio not to exceed [****]%, (vi) is fully amortizing, and (vii) that is subject to a Takeout Commitment from a Takeout Investor.

“Jumbo Mortgage Loans (IO)” shall mean a Mortgage Loan (i) with a principal balance of not more than [****] Dollars ($[****]) (ii) does not amortize, (iii) that except with respect to (x) the original principal balance thereof and (y) the failure to amortize, conforms to the requirements for securitization or cash purchase by an Agency, (iv) that satisfies Administrative Agent’s underwriting guidelines for jumbo mortgage loans, (v) that has a FICO score of at least [****], (vi) with a Loan-to-Value Ratio of not greater than [****]%, and (vii) that is subject to a Takeout Commitment from a Takeout Investor.

“Jumbo Mortgage Loans (40 Year IO)” shall mean a Mortgage Loan (i) with a principal balance of not more than [****] Dollars ($[****]) (ii) does not amortize, (iii)

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that except with respect to (x) the original principal balance thereof and (y) the failure to amortize, conforms to the requirements for securitization or cash purchase by an Agency, (iv) that satisfies Administrative Agent’s underwriting guidelines for jumbo mortgage loans, (v) that has a FICO score of at least [****], (vi) with a Loan-to-Value Ratio of not greater than [****]%, (vii) has a term not to exceed 40 years, and (viii) that is subject to a Takeout Commitment from a Takeout Investor.

“Jumbo Mortgage Loans (Modified DTI)” shall mean a Mortgage Loan, (i) with a principal balance of not more than [****] Dollars ($[****]) (ii) that except with respect to the original principal balance thereof and the calculation of DTI, conforms to the requirements for securitization or cash purchase by an Agency, (iii) that satisfies Administrative Agent’s underwriting guidelines for jumbo mortgage loans, (iv) that has a FICO score of at least [****], (v) with a Loan-to-Value Ratio of not greater than [****]%, (vi) a Modified DTI not to exceed [****]%, and (vii) that is subject to a Takeout Commitment from a Takeout Investor.

“Jumbo Mortgage Loans (Modified High DTI)” shall mean a Mortgage Loan, (i) with a principal balance of not more than [****] Dollars ($[****]) (ii) that except with respect to the original principal balance thereof and the calculation of DTI, conforms to the requirements for securitization or cash purchase by an Agency, (iii) that satisfies Administrative Agent’s underwriting guidelines for jumbo mortgage loans, (iv) that has a FICO score of at least [****], (v) with a Loan-to-Value Ratio of not greater than [****]%, (vi) a Modified DTI not to exceed [****]%, and (vii) that is subject to a Takeout Commitment from an approved Takeout Investor.

“Jumbo Mortgage Loans (Specialty)” is a collective reference to Jumbo Mortgage Loans (High DTI), Jumbo Mortgage Loans (IO), Jumbo Mortgage Loans (40 Year IO), Jumbo Mortgage Loans (High LTV), Jumbo Mortgage Loans (Modified DTI) and Jumbo Mortgage Loans (Modified High DTI).

“Jumbo Mortgage Loan (Standard Limit)” shall mean a Mortgage Loan, (i) with a principal balance of not more than [****] Dollars ($[****]) (ii) that except with respect to the original principal balance thereof, conforms to the requirements for securitization or cash purchase by an Agency, (iii) that satisfies Administrative Agent’s underwriting guidelines for jumbo mortgage loans, (iv) that has a FICO score of at least [****], (v) with a (x) Loan-to-Value Ratio of not greater than [****]% for single unit properties, and (y) [****]% for 2-4 unit properties, and (vi) that is subject to a Takeout Commitment. For the avoidance of doubt, cash out refinances and investment properties do not qualify as a Jumbo Mortgage Loan (Standard Limit).

“LIBOR Floor” shall mean [****]%.

“Litigation Threshold” shall mean $[****].

“Low FICO Government Mortgage Loan” shall mean an Eligible Government Mortgage Loan which has a FICO score equal to or greater than [****] but less than [****].

“Manufactured Housing Mortgage Loans” shall mean any first-lien Mortgage Loan (a) with a FICO score not below [****] and (b) with respect to which the

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Mortgaged Property is a manufactured dwelling and (i) such Mortgage Loan conforms with the applicable Agency requirements regarding mortgage loans related to manufactured dwellings, (ii) the related manufactured dwelling is permanently affixed to the land, (iii) the related manufactured dwelling and land are subject to a Mortgage properly filed in the appropriate public recording office and naming Seller as mortgagee, (iv) the applicable laws of the jurisdiction in which the related Mortgaged Property is located will deem the manufactured dwelling located on such Mortgaged Property to be a part of the real property on which such dwelling is located, and (v) such Manufactured Housing Mortgage Loan is (A) a qualified mortgage under Section 860G(a)(3) of the Internal Revenue Code of 1986, as amended and (B) secured by manufactured housing treated as a single family residence under Section 25(e)(10) of the Code.

“Maximum Purchase Amount” shall mean $450,000,000.

“Minimum Reserve Amount” shall mean $[****].

“Modified DTI” shall mean the Debt-to-Income Ratio of the Mortgagor that includes income of the Mortgagor that is either (i) passive, or (ii) imputed to the Mortgagor based on the value of Mortgagor’s assets.

“Monthly Financial Statement Date” shall mean June 30, 2021.

“Net Worth” shall mean, [****].

“Post-Default Rate” shall mean a rate per annum equal to the sum of (a) the LIBOR Rate, plus (b) [****] percent ([****]).

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“Pricing Spread” shall mean:

Type of Mortgage Loan	Percentage
Conforming Mortgage Loans and Eligible Government Mortgage Loans (excluding Low FICO Government Loans, and 203K Loans)	[****]%
Jumbo Mortgage Loans	[****]%
Jumbo Mortgage Loans (Specialty)	[****]%
Delegated Jumbo Mortgage Loans	[****]%
Low FICO Government Loans	[****]%
203K Loans	[****]%
State Agency Program Loans	[****]%
Manufactured Housing Mortgage Loans	[****]%
Aged Mortgage Loans	[****]%
Mortgage Loans exceeding the applicable Transaction Term Limitation	[****]%

When a Purchased Mortgage Loan may qualify for two or more Pricing Spreads hereunder, unless otherwise expressly agreed to by the Administrative Agent in writing, such Purchased Mortgage Loan shall be assigned the higher Pricing Spread, as applicable.

“Purchase Price” shall mean the price at which each Purchased Mortgage Loan is transferred by Seller to the Administrative Agent, which shall equal:

(e)on the Purchase Date, the applicable Purchase Price Percentage multiplied by the least of: (i) the Market Value of such Purchased Mortgage Loan, or (ii) the outstanding principal amount thereof as set forth on the related Mortgage Loan Schedule, or (iii) the price set forth in the related Takeout Commitment; and

(f)on any day after the Purchase Date, except where the Administrative Agent and Seller agree otherwise, the amount determined under the immediately preceding clause (a) decreased by the amount of any cash transferred by Seller to the Administrative Agent pursuant to Section 4 or 5 of the Agreement or applied to reduce Seller’s obligations under Section 9 of the Agreement.

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“Purchase Price Percentage” shall mean:

Type of Mortgage Loan	Percentage
Conforming Mortgage Loans and Eligible Government Mortgage Loans (excluding Low FICO Government Loans and 203K Loans)	[****]%
Jumbo Mortgage Loans	[****]%
Jumbo Mortgage Loans (Specialty)	[****]%
Delegated Jumbo Mortgage Loans	[****]%
Low FICO Government Loans	[****]%
203K Loans	[****]%
State Agency Program Loans	[****]%
Manufactured Housing Mortgage Loans	[****]%
Aged Mortgage Loans	[****]%
Aged Jumbo Mortgage Loans	[****]%
Aged State Agency Program Loan	[****]%

When a Purchased Mortgage Loan may qualify for two or more Purchase Price Percentages hereunder, unless otherwise expressly agreed to by the Administrative Agent in writing, such Purchased Mortgage Loan shall be assigned the lower Purchase Price Percentage, as applicable.

“Relative” shall mean a spouse, domestic partner, cohabitant, child, stepchild, grandchild, parent, stepparent, mother-in-law, father-in-law, son-in-law, daughter-in-law, grandparent, great grandparent, brother, sister, half-brother, half-sister, stepsibling, brother-in-law, sister-in-law, aunt, great aunt, uncle, great uncle, niece, nephew, or first cousin (that is, a child of an aunt or uncle).

“State Agency Program Loan” shall mean a mortgage loan originated by Seller in accordance with the applicable guidelines of, and in anticipation of sale to, state housing authorities, as approved by Administrative Agent in writing in its sole discretion.

“Surplus Amount” shall mean $[****].

“Tax Distributions” shall mean distributions by the Seller for the purpose of enabling LD Holdings Group LLC, a Delaware Limited Liability Company, to make Tax Distributions, as defined and set forth in the limited liability company agreement of LD Holdings Group LLC.

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“Termination Date” shall mean shall mean the earliest of (i) December 31, 2022, (ii) such date as the Administrative Agent, at the direction of the Required Buyers, may determine in its sole discretion by written notice to Seller (provided that in the event of such notice of termination, the Repurchase Date with respect to outstanding Transactions shall not be accelerated in the absence of (a) an Event of Default or (b) the occurrence of a termination in accordance with clauses (i) or (iii) of this definition) or (iii) such date as determined by the Buyers pursuant to their rights and remedies under the Agreement.

“Test Date” shall mean [****].

“Transaction Term Limitation” shall mean for each Transaction, the number of days such Transaction remains outstanding, which shall not exceed (a) with respect to any Mortgage Loan other than an Aged Mortgage Loan, [****] days and (b) with respect to an Aged Mortgage Loan, [****]days.

“Warehouse Fees” shall mean those fees listed on Schedule 1 hereto.

“Wet Delivery Deadline” shall mean, with respect to each Wet Loan, the date that is [****] ([****]) Business Days following the related Purchase Date for such Wet Loan.

SECTION 2.No Commitment. The Agreement does not constitute a commitment by the Buyers to enter into Transactions under the Agreement. The parties acknowledge that Buyers will enter into Transactions with Seller, on an uncommitted basis in their sole discretion and subject to satisfaction of all terms and conditions of the Agreement.

SECTION 3.Certain Financial Condition Covenants. Without limiting any provision set forth in the Agreement, Seller shall comply with the following covenants (each a “Financial Condition Covenant” and collectively, the “Financial Condition Covenants”), each to be tested on each Test Date occurring prior to the Termination Date:

a)Maintenance of Adjusted Tangible Net Worth. [****].

b)Maintenance of Ratio of Adjusted Indebtedness to Adjusted Tangible Net Worth. [****].

c)Maintenance of Liquidity. [****].

d)Maintenance of Profitability. [****].

SECTION 1.Defined Terms. Any terms capitalized and not otherwise defined herein should have the respective meanings set forth in the Agreement.

SECTION 2.Fees. The Seller agrees to pay when billed by the Administrative Agent, (a) Buyers’ legal fees in connection with the preparation, negotiation and consummation of this Fifth Amendment, and (b) the Warehouse Fees as and when required hereunder. There are no other fees payable in connection with this Fifth Amendment.

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SECTION 4.Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

SECTION 5.Limited Affect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Fifth Amendment need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.

SECTION 6.Representations. In order to induce Buyers to execute and deliver this Fifth Amendment, each Seller hereby represents to Buyers that as of the date hereof, except as otherwise expressly waived by Buyers in writing, such Seller is in full compliance with all of the terms and conditions of the Agreement including without limitation, all of the representations and warranties and all of the affirmative and negative covenants, and no Default or Event of Default has occurred and is continuing under the Agreement.

SECTION 7.Amendments. None of the terms or provisions of this Fifth Amendment may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Administrative Agent, Seller and each Buyer.

SECTION 8.Governing Law. This Fifth Amendment and any claim, controversy or dispute arising under or related to or in connection with this Fifth Amendment, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties will be governed by the laws of the State of New York without regard to any conflicts of law principles other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, which shall govern.

SECTION 9.Counterparts. This Fifth Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same agreement. This Fifth Amendment, to the extent signed and delivered by facsimile or other electronic means, shall be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No signatory to this Fifth Amendment shall raise the use of a facsimile machine or other electronic means to deliver a signature or the fact that any signature or agreement was transmitted or communicated through the use of a facsimile machine or other electronic means as a defense to the formation or enforceability of a contract and each such Person forever waives any such defense. The parties agree that this Fifth Amendment and any addendum or amendment hereto may be accepted, executed or agreed to through the use of an electronic signature in accordance with the E-Sign, the UETA and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any secure third party electronic signature capture service providers, as long as such service providers use system logs and audit trails that establish a temporal and process link between the presentation of identity documents and the electronic signing, together with identifying information that can be used to verify the electronic signature and its attribution to the signer’s identity and evidence of the signer’s agreement to conduct the transaction electronically and of the signer’s execution of each electronic signature

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[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, Seller, Administrative Agent and the Buyers have caused their names to be signed hereto by their respective officers thereunto duly authorized, as of the date first above written.

TIAA, FSB, as Administrative Agent and as a Buyer

By:     /s/ Kate Walton
Name: Kate Walton
Title: Vice President

SIGNATURE BANK, as a Buyer

By:     /s/ Kenneth D. Logan
Name: Kenneth D. Logan
Title: Senior Vice President

LOANDEPOT.COM, LLC, as Seller

By:    /s/ Patrick Flanagan
Name: Patrick Flanagan
Title: CFO

Signature Page to the Fifth Amendment to Amended and Restated Pricing Letter – loanDepot.com

SCHEDULE 1

WAREHOUSE FEES

[****]

Sch. 1-1

EXHIBIT A

COMPLIANCE CERTIFICATE

[****]

Exhibit A-1

EX-31.1

EXHIBIT 31.1

CERTIFICATION BY CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER THE EXCHANGE ACT

I, Frank Martell, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of loanDepot, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Frank Martell

Frank Martell

Chief Executive Officer, President and Director

Date: November 9, 2022

EX-31.2

EXHIBIT 31.2

CERTIFICATION BY CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER THE EXCHANGE ACT

I, Patrick Flanagan, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of loanDepot, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Patrick Flanagan     

Patrick Flanagan

Chief Financial Officer

Date: November 9, 2022

EX-32.1

Exhibit 32.1

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Frank Martell, Chief Executive Officer of loanDepot, Inc. (the “Company”), hereby certify, that, to my knowledge:

1.the Quarterly Report on Form 10-Q for the period ended September 30, 2022 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 9, 2022

/s/ Frank Martell

Frank Martell

Chief Executive Officer

(Principal Executive Officer)

EX-32.2

Exhibit 32.2

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Patrick Flanagan, Chief Financial Officer of loanDepot, Inc. (the “Company”), hereby certify, that, to my knowledge:

1.the Quarterly Report on Form 10-Q for the period ended September 30, 2022 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 9, 2022

/s/ Patrick Flanagan

Patrick Flanagan

Chief Financial Officer

(Principal Financial Officer)

XML

COVER PAGE - shares	9 Months Ended
	Sep. 30, 2022	Nov. 09, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-40003
Entity Registrant Name	loanDepot, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3948939
Entity Address, Address Line One	26642 Towne Centre Drive,
Entity Address, City or Town	Foothill Ranch,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92610
City Area Code	(888)
Local Phone Number	337-6888
Title of 12(b) Security	Class A Common Stock, $0.001 per value per share
Trading Symbol	LDI
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Fiscal Period Focus	Q3
Amendment Flag	false
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001831631
Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		72,066,120
Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		0
Class C
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		145,335,993
Class D
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		97,026,671

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
ASSETS
Cash and cash equivalents	$ 1,143,948	$ 419,571
Restricted cash	160,926	201,025
Accounts receivable, net	108,253	56,183
Loans held for sale, at fair value (includes $481,950 and $2,557,490 pledged to creditors in securitization trusts at September 30, 2022 and December 31, 2021, respectively)	2,692,820	8,136,817
Derivative assets, at fair value	316,647	194,665
Servicing rights, at fair value (includes $527,059 and $400,678 pledged to creditors in securitization trusts at September 30, 2022 and December 31, 2021, respectively)	2,030,026	2,006,712
Trading securities, at fair value	97,210	72,874
Property and equipment, net	98,944	104,262
Operating lease right-of-use assets	39,480	55,646
Prepaid expenses and other assets	115,452	140,315
Loans eligible for repurchase	554,892	363,373
Investments in joint ventures	19,938	18,553
Goodwill and intangible assets, net	0	42,317
Total assets	7,378,536	11,812,313
Liabilities:
Warehouse and other lines of credit	2,529,436	7,457,199
Accounts payable, accrued expenses and other liabilities	716,048	624,444
Derivative liabilities, at fair value	149,837	37,797
Liability for loans eligible for repurchase	554,892	363,373
Operating lease liability	66,122	71,932
Debt obligations, net	2,283,704	1,628,208
Total liabilities	6,300,039	10,182,953
Commitments and contingencies (Note 15)
Equity:
Preferred stock, $0.001 par value, 50,000,000 authorized, none issued at September 30, 2022 and December 31, 2021, respectively	0	0
Treasury stock at cost, 1,744,319 and 1,593,366 shares at September 30, 2022 and December 31, 2021, respectively	(13,225)	(12,852)
Additional paid-in capital	778,099	565,073
Retained deficit	(265,567)	(28,976)
Noncontrolling interest	578,874	1,105,803
Total equity	1,078,497	1,629,360
Total liabilities and equity	7,378,536	11,812,313
Class A
Equity:
Common stock, $0.001 par value	70	38
Class B
Equity:
Common stock, $0.001 par value	0	0
Class C
Equity:
Common stock, $0.001 par value	149	173
Class D
Equity:
Common stock, $0.001 par value	$ 97	$ 101

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Loans held for sale, at fair value	$ 2,692,820	$ 8,136,817
Servicing rights, at fair value	$ 2,030,026	$ 2,006,712
Preferred stock, par value (in usd per share)	$ 0.001	$ 0.001
Preferred stock authorized (in shares)	50,000,000	50,000,000
Preferred stock issued (in shares)	0	0
Treasury stock (in shares)	1,744,319	1,593,366
Class A
Common stock, par value (in usd per share)	$ 0.001	$ 0.001
Common stock authorized (in shares)	2,500,000,000	2,500,000,000
Common stock issued (in shares)	69,720,386	38,060,302
Class B
Common stock, par value (in usd per share)	$ 0.001	$ 0.001
Common stock authorized (in shares)	2,500,000,000	2,500,000,000
Common stock issued (in shares)	0	0
Class C
Common stock, par value (in usd per share)	$ 0.001	$ 0.001
Common stock authorized (in shares)	2,500,000,000	2,500,000,000
Common stock issued (in shares)	149,130,538	172,729,168
Class D
Common stock, par value (in usd per share)	$ 0.001	$ 0.001
Common stock authorized (in shares)	2,500,000,000	2,500,000,000
Common stock issued (in shares)	97,026,671	100,822,084
Pledged as Collateral
Loans held for sale, at fair value	$ 481,950	$ 2,557,490
Servicing rights, at fair value	$ 527,059	$ 400,678

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CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
REVENUES:
Interest income	$ 51,202	$ 71,020	$ 166,888	$ 187,625
Interest expense	(41,408)	(56,785)	(121,220)	(165,130)
Net interest income	9,794	14,235	45,668	22,495
Gain on origination and sale of loans, net	156,300	821,275	665,993	2,647,328
Origination income, net	21,268	86,601	119,449	280,824
Servicing fee income	113,544	102,429	341,929	279,738
Change in fair value of servicing rights, net	(38,479)	(138,462)	(140,370)	(327,194)
Other income	11,765	37,678	53,472	116,487
Total net revenues	274,192	923,756	1,086,141	3,019,678
EXPENSES:
Personnel expense	218,819	449,152	861,382	1,523,012
Marketing and advertising expense	42,940	131,971	205,289	355,730
Direct origination expense	19,463	49,559	106,616	146,553
General and administrative expense	83,412	50,013	197,089	149,984
Occupancy expense	9,889	9,686	28,673	28,956
Depreciation and amortization	10,243	8,688	32,110	25,827
Servicing expense	14,221	22,879	46,472	76,731
Other interest expense	36,138	22,823	83,671	57,261
Goodwill impairment	0	0	40,736	0
Total expenses	435,125	744,771	1,602,038	2,364,054
(Loss) income before income taxes	(160,933)	178,985	(515,897)	655,624
Income tax (benefit) expense	(23,451)	24,708	(63,274)	47,210
Net (loss) income	(137,482)	154,277	(452,623)	608,414
Net (loss) income attributable to noncontrolling interests	(77,401)	102,802	(256,873)	503,503
Net (loss) income attributable to loanDepot, Inc.	$ (60,081)	$ 51,475	$ (195,750)	$ 104,911
(Loss) earnings per share:
Basic (in usd per share)	$ (0.37)	$ 0.40	$ (1.29)	$ 0.82
Diluted (in usd per share)	$ (0.37)	$ 0.40	$ (1.29)	$ 0.82
Weighted average shares outstanding:
Basic (in shares)	162,464,369	130,297,565	151,803,928	127,941,331
Diluted (in shares)	162,464,369	130,297,565	151,803,928	127,941,331

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CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Class C	Class A and D	Common stock Class A	Common stock Class C	Common stock Class D	Treasury Shares	Additional paid-in capital	Retained Deficit	Retained Deficit Class C	Retained Deficit Class A and D	Non-controlling Interests	Non-controlling Interests Class C	Non-controlling Interests Class A and D
Balance at beginning of period (in shares) at Dec. 31, 2020				0	0	0
Balance at beginning of period at Dec. 31, 2020	$ 1,656,613			$ 0	$ 0	$ 0	$ 0	$ 0	$ 0			$ 1,656,613
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	608,414
Balance at end of period (in shares) at Sep. 30, 2021				17,984,214	175,668,642	114,978,644
Balance at end of period at Sep. 30, 2021	1,658,164			$ 20	$ 176	$ 115	(12,844)	565,475	(17,819)			1,123,041
Balance at beginning of period (in shares) at Jun. 30, 2021				12,541,086	181,268,155	114,978,644
Balance at beginning of period at Jun. 30, 2021	1,568,834			$ 13	$ 181	$ 115	0	562,658	(44,821)			1,050,688
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Deferred taxes and other tax adjustments related to conversions and exchanges	1,717							1,717
Net issuance of common stock under stock-based compensation plans (in shares)				5,443,128	(5,599,513)	0
Net issuance of common shares under stock based compensation plans	(12,844)			$ 7	$ (5)	$ 0	(12,844)	(2)
Dividends		$ (15,043)	$ (10,763)							$ (6,526)	$ (4,668)		$ (8,517)	$ (6,095)
Stock-based compensation	2,597							1,102				1,495
Distributions for taxes on behalf of shareholders, net	(30,611)								(13,279)			(17,332)
Net loss	154,277								51,475			102,802
Balance at end of period (in shares) at Sep. 30, 2021				17,984,214	175,668,642	114,978,644
Balance at end of period at Sep. 30, 2021	1,658,164			$ 20	$ 176	$ 115	(12,844)	565,475	(17,819)			1,123,041
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends declared (in usd per share)			$ 0.08
Balance at beginning of period (in shares) at Dec. 31, 2021				36,466,936	172,729,168	100,822,084
Balance at beginning of period at Dec. 31, 2021	1,629,360			$ 38	$ 173	$ 101	(12,852)	565,073	(28,976)			1,105,803
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Deferred taxes and other tax adjustments related to conversions and exchanges	(19,835)							(19,835)
Net issuance of common stock under stock-based compensation plans (in shares)				31,509,131	(23,598,630)	(3,795,413)
Net issuance of common shares under stock based compensation plans	(373)			$ 32	$ (24)	$ (4)	(373)	227,013				(227,017)
Dividends		(13,670)	$ (11,824)							(6,199)	(5,343)		(7,471)	(6,481)
Stock-based compensation	11,794							5,848				5,946
Distributions for taxes on behalf of shareholders, net	(64,332)								(29,299)			(35,033)
Net loss	(452,623)								(195,750)			(256,873)
Balance at end of period (in shares) at Sep. 30, 2022				67,976,067	149,130,538	97,026,671
Balance at end of period at Sep. 30, 2022	1,078,497			$ 70	$ 149	$ 97	(13,225)	778,099	(265,567)			578,874
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends declared (in usd per share)			$ 0.08
Balance at beginning of period (in shares) at Jun. 30, 2022				63,593,048	152,191,394	97,026,671
Balance at beginning of period at Jun. 30, 2022	1,213,863			$ 65	$ 152	$ 97	(13,087)	762,635	(205,235)			669,236
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Deferred taxes and other tax adjustments related to conversions and exchanges	(2,092)							(2,092)
Net issuance of common stock under stock-based compensation plans (in shares)				4,383,019	(3,060,856)	0
Net issuance of common shares under stock based compensation plans	(137)			$ 5	$ (3)	$ 0	(138)	15,084				(15,085)
Dividends			$ (155)								$ (70)			$ (85)
Forfeiture of accrued distributions on unvested Class C shares		$ 333								$ 139			$ 194
Stock-based compensation	4,773							2,472				2,301
Distributions for taxes on behalf of shareholders, net	(606)								(320)			(286)
Net loss	(137,482)								(60,081)			(77,401)
Balance at end of period (in shares) at Sep. 30, 2022				67,976,067	149,130,538	97,026,671
Balance at end of period at Sep. 30, 2022	$ 1,078,497			$ 70	$ 149	$ 97	$ (13,225)	$ 778,099	$ (265,567)			$ 578,874

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CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares	3 Months Ended	9 Months Ended	20 Months Ended
	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2022
Class A and D
Dividends declared (in usd per share)	$ 0.08	$ 0.08	$ 0.77

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended		20 Months Ended
	Feb. 11, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$ 294,598	$ (137,482)	$ 154,277	$ (452,623)	$ 608,414	$ 313,816
Adjustments to reconcile net (loss) income to net
Depreciation and amortization expense		10,243	8,688	32,110	25,827
Amortization of operating lease right-of-use asset				17,107	16,932
Amortization of debt issuance costs				12,842	9,382
Gain on origination and sale of loans				(946,506)	(2,856,544)
Gain on sale of servicing rights				(10,548)	(1,453)
Fair value change in trading securities				20,196	0
Provision for loss obligation on sold loans and servicing rights				125,047	12,400
(Decrease) increase in provision for deferred income taxes				(62,733)	37,269
Fair value change in derivative assets				32,223	312,586
Fair value change in derivative liabilities				112,040	(119,270)
Premium (paid) received on derivatives				(154,205)	4,376
Purchase of options contracts				0	(10,383)
Fair value change in loans held for sale		81,197	33,819	255,716	67,010
Fair value change in servicing rights				(180,136)	224,812
Stock-based compensation expense				11,794	64,349
Change in fair value of contingent consideration				0	(77)
Originations of loans				(46,842,973)	(107,717,154)
Proceeds from sales of loans				52,732,911	107,911,005
Proceeds from principal payments				119,708	119,822
Payments to investors for loan repurchases				(578,010)	(818,011)
Gain on extinguishment of debt				(10,528)	0
Goodwill impairment		0	0	40,736	0
Disbursements from joint ventures				8,435	8,765
Other changes in operating assets and liabilities				132,310	41,105
Net cash provided by (used in) operating activities				4,414,913	(2,058,838)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment				(37,613)	(43,830)
Proceeds from sale of servicing rights				689,937	332,931
Cash flows received on trading securities				5,894	617
Investments in joint ventures				(350)	(1,115)
Return of capital from joint ventures				0	189
Net cash flows provided by investing activities				657,868	288,792
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings on warehouse and other lines of credit				52,089,587	121,009,551
Repayment of borrowings on warehouse and other lines of credit				(57,017,350)	(119,374,838)
Proceeds from debt obligations				2,106,024	1,179,037
Payments on debt obligations				(1,442,931)	(477,541)
Payments of debt issuance costs				(4,555)	(15,839)
Payments for contingent consideration				0	(113)
Payments on financing lease obligation				0	(1,911)
Treasury stock purchased to net settle and withhold taxes on vested shares				(373)	(12,844)
Dividends and shareholder distributions				(118,905)	(419,732)
Net cash (used in) provided by financing activities				(4,388,503)	1,885,770
Net change in cash and cash equivalents and restricted cash				684,278	115,724
Cash and cash equivalents and restricted cash at beginning of the period	$ 488,689			620,596	488,689
Cash and cash equivalents and restricted cash at end of the period		$ 1,304,874	$ 604,413	1,304,874	604,413	$ 1,304,874
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest				178,135	180,143
Income taxes				23,857	1,923
Supplemental disclosure of noncash investing and financing activities
Operating leases right-of-use assets obtained in exchange for lease liabilities				14,677	8,501
Trading securities retained in securitizations				50,426	57,031
Purchase of equipment under financing leases				$ 0	$ 168

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DESCRIPTION OF BUSINESS, PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS, PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS, PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements were prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation were included. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. For further information, refer to the consolidated financial statements and footnotes thereto included in the Annual Report of loanDepot, Inc. on Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”).

Nature of Operations

loanDepot, Inc. was incorporated in Delaware on November 6, 2020 to facilitate the initial public offering (“IPO”) of its Class A common stock and related transactions in order to carry on the business of LD Holdings Group, LLC (“LD Holdings”) and its consolidated subsidiaries. loanDepot, Inc.’s common stock began trading on the New York Stock Exchange on February 11, 2021 under the ticker symbol “LDI.” loanDepot, Inc. is a holding company and its sole material asset is its equity interest in LD Holdings. As of September 30, 2022 the consolidated subsidiaries of LD Holdings included loanDepot.com, LLC, (“LDLLC”), Artemis Management, LLC (“ART”), LD Settlement Services, LLC (“LDSS”), mello Holdings, LLC (“Mello”), and mello Credit Strategies LLC (“MCS”). Unless otherwise noted or indicated by the context, the term, the “Company,” refers (1) prior to the consummation of the IPO to LD Holdings and its consolidated subsidiaries, and (2) after the IPO to loanDepot, Inc. and its consolidated subsidiaries, including LD Holdings.

The Company engages in the originating, financing, selling, and servicing of residential mortgage loans, and engages in title, escrow, and settlement services for mortgage loan transactions. The Company derives income primarily from gains on the origination and sale of loans to investors, income from loan servicing, and fees charged for settlement services related to the origination and sale of loans.

Summary of Significant Accounting Policies

Our accounting policies are described below and in Note 1- Description of Business, Presentation and Summary of Significant Accounting Policies, of our audited consolidated financial statements included in our 2021 Form 10-K.

Consolidation and Basis of Presentation

The Company's consolidated financial statements are prepared in accordance with U.S. GAAP as codified in the Financial Accounting Standards Board's (“FASB”) Accounting Standards Codification (“ASC” or the “Codification”).

ASC 250 requires that a change in the reporting entity or the consummation of a transaction accounted for in a manner similar to a pooling of interests, i.e., a reorganization of entities under common control, be retrospectively applied to the financial statements of all prior periods when the financial statements are issued for a period that includes the date the change in reporting entity or the transaction occurred. Prior to the IPO, the Company completed a reorganization where LLC units in LD Holdings held by certain members (“Continuing LLC Members) were exchanged on a one-for-one basis for Class A holding units (“Holdco Units”) and Class C common stock. LD Holdings continues to be a holding company and has no material assets other than its equity interests in its direct subsidiaries consisting of a 99.99% ownership in LDLLC (the majority asset of the group), and 100% equity ownership in ART, LDSS, Mello, and MCS. As a result of the IPO and reorganization, loanDepot, Inc. became a holding company, its sole material asset is its equity interest in LD Holdings and as the sole managing member of LD Holdings, loanDepot, Inc. indirectly operates and controls all of LD Holdings’ business and affairs. The IPO and reorganization were considered transactions between entities under common control. The financial results of LD Holdings and

its subsidiaries are consolidated with loanDepot, Inc, and the consolidated net earnings or loss are allocated to the noncontrolling interest to reflect the entitlement of the Continuing LLC Members.

The accompanying consolidated financial statements include all of the assets, liabilities, and results of operations of the Company and consolidated variable interest entities (“VIEs”) in which the Company is the primary beneficiary. VIEs are entities that have a total equity investment at risk that is insufficient to permit the entity to finance its activities without additional subordinated financial support, whose equity investors at risk lack the ability to control the entity's activities, or is structured with non-substantive voting rights. The Company evaluates its associations with VIEs, both at inception and when there is a change in circumstance that requires reconsideration, to determine if the Company is the primary beneficiary and consolidation is required. A primary beneficiary is defined as a variable interest holder that has a controlling financial interest. A controlling financial interest requires both: (a) the power to direct the activities that most significantly impact the VIEs’ economic performance, and (b) the obligation to absorb losses or receive benefits of a VIE that could potentially be significant to the VIE. The Company has not provided financial or other support during the periods presented to any VIE that it was not previously contractually required to provide. Other entities that the Company does not consolidate, but for which it has significant influence over operating and financial policies, are accounted for using the equity method. All intercompany accounts and transactions have been eliminated in consolidation.

Certain items in prior periods were reclassified to conform to the current presentation. To conform to the current period presentation, servicing expense on the consolidated statements of operations includes subservicing expense and in-house servicing expense.

The Company has evaluated subsequent events for recognition or disclosure through the date of this report and has not identified any recordable or disclosable events that were not already reported in these consolidated financial statements or notes thereto.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Management has made significant estimates in certain areas, including determining the fair value of loans held for sale, servicing rights, derivative assets and derivative liabilities, trading securities, awards granted under the incentive equity plan, determining the loan loss obligation on sold loans and MSRs, and goodwill impairment. Actual results could differ from those estimates.

Concentration of Risk

The Company has concentrated its credit risk for cash by maintaining deposits in several financial institutions, which may at times exceed amounts covered by insurance provided by the Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk related to cash.

Due to the nature of the mortgage lending industry, changes in interest rates may significantly impact revenue from originating mortgages and subsequent sales of loans to investors, which are the primary source of income for the Company. The Company originates mortgage loans on property located throughout the United States, with loans originated for property located in California totaling approximately 22% of total loan originations for the nine months ended September 30, 2022.

The Company sells mortgage loans to various third-party investors. Three investors accounted for 30%, 27%, and 21% of the Company’s loan sales for the nine months ended September 30, 2022. No other investors accounted for more than 5% of the loan sales for the nine months ended September 30, 2022.

The Company funds loans through warehouse and other lines of credit. As of September 30, 2022, 15% and 17% of the Company's warehouse lines were payable to two separate lenders.

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FAIR VALUE

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE

FAIR VALUE

The Company's consolidated financial statements include assets and liabilities that are measured based on their estimated fair values. Refer to Note 1 - Description of Business, Presentation and Summary of Significant Accounting Policies in the 2021 Form 10-K for information on the fair value hierarchy, valuation methodologies, and key inputs used to measure financial assets and liabilities recorded at fair value, as well as methods and assumptions used to estimate fair value disclosures for financial instruments not recorded at fair value in their entirety on a recurring basis.

The following tables present the carrying amount and estimated fair value of financial instruments included in the consolidated financial statements.

	September 30, 2022
	Carrying Amount		Estimated Fair Value
			Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	1,143,948	$	1,143,948	$	—	$	—
Restricted cash	160,926		160,926		—		—
Loans held for sale, at fair value	2,692,820		—		2,692,820		—
Derivative assets, at fair value	316,647		—		295,737		20,910
Servicing rights, at fair value	2,030,026		—		—		2,030,026
Trading securities, at fair value	97,210		—		97,210		—
Loans eligible for repurchase	554,892		—		554,892		—
Liabilities
Warehouse and other lines of credit	$	2,529,436	$	—	$	2,529,436	$	—
Derivative liabilities, at fair value	149,837		26,123		38,086		85,628
Servicing rights, at fair value	16,757		—		—		16,757
Debt obligations:
Secured credit facilities	1,092,977		—		1,094,433		—
Term Notes	199,540		—		200,000		—
Senior Notes	991,187		—		561,900		—
Liability for loans eligible for repurchase	554,892		—		554,892		—

	December 31, 2021
	Carrying Amount		Estimated Fair Value
			Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	419,571	$	419,571	$	—	$	—
Restricted cash	201,025		201,025		—		—
Loans held for sale, at fair value	8,136,817		—		8,136,817		—
Derivative assets, at fair value	194,665		4,924		5,358		184,383
Servicing rights, at fair value	2,006,712		—		—		2,006,712
Trading securities, at fair value	72,874		—		72,874		—
Loans eligible for repurchase	363,373		—		363,373		—
Liabilities
Warehouse and other lines of credit	$	7,457,199	$	—	$	7,457,199	$	—
Derivative liabilities, at fair value	37,797		31,070		2,964		3,763
Servicing rights, at fair value	7,310		—		—		7,310
Debt obligations:
Secured credit facilities	343,759		—		345,596		—
Term Notes	199,133		—		200,000		—
Senior Notes	1,085,316		—		1,057,977		—
Liability for loans eligible for repurchase	363,373		—		363,373		—

Financial Statement Items Measured at Fair Value on a Recurring Basis

The following tables presents the Company’s assets and liabilities that are measured at fair value on a recurring basis by fair value hierarchy as of the dates indicated.

	September 30, 2022
	Recurring Fair Value Measurements of Assets and Liabilities Using:
	Quoted Market Prices in Active Markets for Identical Assets  (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value Measurements
Fair value through net income:
Assets:
Loans held for sale	$	—	$	2,692,820	$	—	$	2,692,820
Trading securities	—		97,210		—		97,210
Derivative assets:
Interest rate lock commitments	—		—		20,910		20,910
Forward sale contracts	—		295,737		—		295,737
Servicing rights	—		—		2,030,026		2,030,026
Total assets at fair value	$	—	$	3,085,767	$	2,050,936	$	5,136,703
Liabilities:
Derivative liabilities:
Interest rate lock commitments	$	—	$	—	$	85,628	$	85,628
Interest rate swap futures	19,480		—		—		19,480
Forward sale contracts	—		38,086		—		38,086
Put options on treasuries	6,643		—		—		6,643
Servicing rights	—		—		16,757		16,757
Total liabilities at fair value	$	26,123	$	38,086	$	102,385	$	166,594

	December 31, 2021
	Recurring Fair Value Measurements of Assets and Liabilities Using:
	Quoted Market Prices in Active Markets for Identical Assets  (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value Measurements
Fair value through net income:
Assets:
Loans held for sale	$	—	$	8,136,817	$	—	$	8,136,817
Trading securities	—		72,874		—		72,874
Derivative assets:
Interest rate lock commitments	—		—		184,383		184,383
Forward sale contracts	—		5,358		—		5,358
Interest rate swap futures	4,924		—		—		4,924
Servicing rights	—		—		2,006,712		2,006,712
Total assets at fair value	$	4,924	$	8,215,049	$	2,191,095	$	10,411,068
Liabilities:
Derivative liabilities:
Interest rate lock commitments	$	—	$	—	$	3,763	$	3,763
Forward sale contracts	—		2,964		—		2,964
Put options on treasuries	31,070		—		—		31,070
Servicing rights	—		—		7,310		7,310
Total liabilities at fair value	$	31,070	$	2,964	$	11,073	$	45,107

The following presents the changes in the Company’s assets and liabilities that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Three Months Ended September 30, 2022				Nine Months Ended September 30, 2022
	IRLCs, net		Servicing Rights, net		IRLCs, net		Servicing Rights, net
Balance at beginning of period	$	57,605	$	2,204,593	$	180,620	$	1,999,402
Total net gains or losses included in earnings (realized and unrealized)	22,112		140,598		279,266		765,143
Sales and settlements
Sales			(331,922)				(751,276)
Settlements (1)	(102,686)		—		(374,144)		—
Transfers of IRLCs to closed loans	(41,749)		—		(150,460)		—
Balance at end of period	$	(64,718)	$	2,013,269	$	(64,718)	$	2,013,269

(1)Funded amount for IRLCs.

	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021
	IRLCs, net		Servicing Rights, net		IRLCs, net		Servicing Rights, net
Balance at beginning of period	$	333,081	$	1,776,395	$	647,045	$	1,124,302
Total net gains or losses included in earnings (realized and unrealized)	640,372		233,166		1,749,343		1,079,525
Sales and settlements
Sales	—		(172,867)		—		(367,133)
Settlements (1)	(558,918)		—		(1,585,368)		—
Transfers of IRLCs to closed loans	(155,325)		—		(551,810)		—
Balance at end of period	$	259,210	$	1,836,694	$	259,210	$	1,836,694

(1)Funded amount for IRLCs.

The following presents the gains and losses included in earnings relating to the Company’s assets and liabilities that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Three Months Ended September 30, 2022				Nine Months Ended September 30, 2022
	IRLCs, net (1)		Servicing Rights, net(2)		IRLCs, net (1)		Servicing Rights, net(3)
Total net (losses) gains included in earnings	$	(122,323)	$	140,598	$	(245,338)	$	765,143
Change in unrealized (losses) gains relating to assets and liabilities still held at period end	$	(64,718)	$	150,534	$	(64,718)	$	683,413

(1)Gains (losses) included in gain on origination and sale of loans, net.

(2)Includes $124.2 million in gains included in gain on origination and sale of loans, net and $16.4 million of gains included in change in fair value of servicing rights, net, for the three months ended September 30, 2022.

(3)Includes $574.5 million in gains included in gain on origination and sale of loans, net and $190.7 million of gains included in change in fair value of servicing rights, net, for the nine months ended September 30, 2022.

	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021
	IRLCs, net (1)		Servicing Rights, net(2)		Interest Rate Lock Commitments(1)		Servicing Rights, net(3)
Total net (losses) gains included in earnings	$	(73,871)	$	233,166	$	(387,835)	$	1,079,525
Change in unrealized gains relating to assets and liabilities still held at period end	$	259,210	$	326,527	$	259,210	$	1,126,433

(1)(Losses) gains included in gain on origination and sale of loans, net.

(2)Includes $345.9 million in gains included in gain on origination and sale of loans, net and $112.7 million in losses included in change in fair value of servicing rights, net, for the three months ended September 30, 2021.

(3)Includes $1.3 billion in gains included in gain on origination and sale of loans, net and $223.4 million of losses included in change in fair value of servicing rights, net, for the nine months ended September 30, 2021.

The following table presents quantitative information about the valuation techniques and unobservable inputs applied to Level 3 fair value measurements for financial instruments measured at fair value on a recurring basis:

	September 30, 2022				December 31, 2021
Unobservable Input	Range of inputs			Weighted Average (2)	Range of inputs			Weighted Average (2)
IRLCs:
Pull-through rate	6.2%	-	99.9%	80.2%	0.3%	-	99.3%	74.2%
Servicing rights
Discount rate(1)	4.9%	-	14.9%	6.3%	4.5%	-	9.0%	5.8%
Prepayment rate(1)	5.5%	-	19.0%	7.0%	8.4%	-	18.7%	10.2%
Cost to service (per loan)	$62	-	$143	$86	$70	-	$114	$82

(1)The Company estimates the fair value of MSRs using an option-adjusted spread (“OAS”) model, which projects MSR cash flows over multiple interest rate scenarios in conjunction with the Company’s prepayment model, and then discounts these cash flows at risk-adjusted rates.

(2)Weighted average inputs are based on the committed amounts for IRLCs and the UPB of the underlying loans for servicing rights.

Financial Statement Items Measured at Fair Value on a Nonrecurring Basis

The Company did not have any material assets or liabilities that were recorded at fair value on a non-recurring basis as of September 30, 2022 or December 31, 2021.

Financial Statement Items Measured at Amortized Cost

Warehouse and other lines of credit - The Company’s warehouse and other lines of credit bear interest at a rate that is periodically adjusted based on a market index. The carrying value of warehouse and other lines of credit approximates fair value.

Debt obligations, net - Debt consists of secured credit facilities, Term Notes, and Senior Notes. The Company’s secured credit facilities and Term Notes accrue interest at a stated base rate, plus a margin, they are highly liquid and short-term in nature and as a result, their carrying value approximated fair value as of September 30, 2022 and December 31, 2021. Fair value of the Company’s Senior Notes issued in October 2020 and March 2021 were estimated using the quoted market prices at September 30, 2022. The debt obligations are classified as Level 2 in the fair value hierarchy.

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BALANCE SHEET NETTING

9 Months Ended

Sep. 30, 2022

Offsetting [Abstract]

BALANCE SHEET NETTING

BALANCE SHEET NETTING

The Company has entered into agreements with counterparties, which include netting arrangements whereby the counterparties are entitled to settle their positions on a net basis. In certain circumstances, the Company is required to provide certain counterparties financial instruments and cash collateral against derivative financial instruments, warehouse and other lines of credit, or debt obligations. Cash collateral is held in margin accounts and included in restricted cash on the Company's consolidated balance sheets.

The table below represents financial assets and liabilities that are subject to master netting arrangements or similar agreements categorized by financial instrument, together with corresponding financial instruments and corresponding collateral received or pledged. In circumstances where right of set off criteria is met, the related asset and liability are presented in a net position on the consolidated balance sheets. Warehouse and other lines of credit and secured debt obligations were secured by financial instruments with fair value that exceeded the liability amount recorded on the consolidated balance sheets as of September 30, 2022 and December 31, 2021, respectively.

	September 30, 2022
	Gross amounts recognized		Gross amounts offset in consolidated balance sheet		Net amounts presented in consolidated balance sheet		Gross amounts not offset in consolidated balance sheet				Net amount
							Financial instruments		Cash collateral
Assets:
Forward sale contracts	$	495,444	$	199,707	$	295,737	$	—	$	(193,934)	$	101,803
Total Assets	$	495,444	$	199,707	$	295,737	$	—	$	(193,934)	$	101,803
Liabilities:
Forward sale contracts	$	237,793	$	199,707	$	38,086	$	—	$	(1,054)	$	37,032
Put options on treasuries	6,643		—		6,643		—		(6,643)		—
Interest rate swap futures	19,480		—		19,480		—		(19,480)		—
Warehouse and other lines of credit	2,529,436		—		2,529,436		(2,529,436)		—		—
Secured debt obligations (1)	1,294,433		—		1,294,433		(1,294,433)		—		—
Total Liabilities	$	4,087,785	$	199,707	$	3,888,078	$	(3,823,869)	$	(27,177)	$	37,032

(1)Secured debt obligations as of September 30, 2022 included secured credit facilities and Term Notes.

	December 31, 2021
	Gross amounts recognized		Gross amounts offset in consolidated balance sheets		Net amounts presented in consolidated balance sheets		Gross amounts not offset in consolidated balance sheets				Net amount
							Financial instruments		Cash collateral
Assets:
Forward sale contracts	$	29,497	$	(24,139)	$	5,358	$	—	$	(1,447)	$	3,911
Interest rate swap futures	4,924		—		4,924		—		—		4,924
Total Assets	$	34,421	$	(24,139)	$	10,282	$	—	$	(1,447)	$	8,835
Liabilities:
Forward sale contracts	$	27,103	$	(24,139)	$	2,964	$	—	$	(1,736)	$	1,228
Put options on treasuries	31,070		—		31,070		—		—		31,070
Warehouse and other lines of credit	7,457,199		—		7,457,199		(7,457,199)		—		—
Secured debt obligations (1)	545,596		—		545,596		(545,596)		—		—
Total Liabilities	$	8,060,968	$	(24,139)	$	8,036,829	$	(8,002,795)	$	(1,736)	$	32,298

(1)Secured debt obligations as of December 31, 2021 included secured credit facilities and Term Notes.

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LOANS HELD FOR SALE, AT FAIR VALUE

9 Months Ended

Sep. 30, 2022

Receivables [Abstract]

LOANS HELD FOR SALE, AT FAIR VALUE

LOANS HELD FOR SALE, AT FAIR VALUE

The following table represents the unpaid principal balance of LHFS by product type of loan as of September 30, 2022 and December 31, 2021:

	September 30, 2022				December 31, 2021
	Amount		%		Amount		%
Conforming - fixed	$	1,696,438	60	%	$	4,881,222	61	%
Conforming - ARM	33,501		1		351,408		4
Government - fixed	895,256		32		1,156,890		15
Government - ARM	2,509		—		10,906		—
Other - residential mortgage loans	187,200		7		1,576,858		20
Consumer loans	1,797		—		1,942		—
	2,816,701		100	%	7,979,226		100	%
Fair value adjustment	(123,881)				157,591
Total	$	2,692,820			$	8,136,817

A summary of the changes in the balance of loans held for sale is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Balance at beginning of period	$	4,656,338	$	9,120,653	$	8,136,817	$	6,955,424
Origination and purchase of loans	9,700,119		31,902,260		46,842,973		107,717,154
Sales	(11,728,053)		(32,200,708)		(52,409,647)		(106,414,376)
Repurchases	164,435		138,666		498,101		802,366
Principal payments	(18,822)		(53,316)		(119,708)		(119,822)
Fair value loss	(81,197)		(33,819)		(255,716)		(67,010)
Balance at end of period	$	2,692,820	$	8,873,736	$	2,692,820	$	8,873,736

Gain on origination and sale of loans, net is comprised of the following components:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
(Discount) premium from loan sales	$	(83,312)	$	674,782	$	(756,602)	$	1,552,668
Servicing rights additions	124,244		345,882		574,459		1,302,884
Unrealized gains (losses) from derivative assets and liabilities	113,913		42,984		82,110		(139,483)
Realized gains (losses) from derivative assets and liabilities	37,950		(156,514)		940,824		194,035
Discount points, rebates and lender paid costs	57,634		(49,585)		189,468		(193,043)
Fair value loss	(81,197)		(33,818)		(255,716)		(67,010)
Provision for loan loss obligation for loans sold	(12,932)		(2,456)		(108,550)		(2,723)
Total gain on origination and sale of loans, net	$	156,300	$	821,275	$	665,993	$	2,647,328

The Company had $19.6 million and $28.8 million of loans held for sale on non-accrual status as of September 30, 2022 and December 31, 2021, respectively.

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SERVICING RIGHTS, AT FAIR VALUE

9 Months Ended

Sep. 30, 2022

Transfers and Servicing [Abstract]

SERVICING RIGHTS, AT FAIR VALUE

SERVICING RIGHTS, AT FAIR VALUE

The outstanding principal balance of the servicing portfolio was comprised of the following:

	September 30, 2022		December 31, 2021
Conventional	$	103,719,089	$	127,270,097
Government	35,990,544		34,842,868
Total servicing portfolio	$	139,709,633	$	162,112,965

A summary of the unpaid principal balance underlying servicing rights is as follows:

	September 30, 2022		December 31, 2021
Current loans	$	137,990,039	$	160,302,966
Loans 30 - 89 days delinquent	572,209		504,467
Loans 90 or more days delinquent or in foreclosure	1,147,385		1,305,532
Total servicing portfolio (1)	$	139,709,633	$	162,112,965

(1)At September 30, 2022 and December 31, 2021 0.2% and 0.6%, respectively, of the servicing portfolio was in forbearance as a result of payment relief efforts afforded to borrowers as a result of the Coronavirus Aid, Relief, and Economic Security Act and other regulatory guidance.

A summary of the changes in the balance of servicing rights, net of servicing rights liability is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Balance at beginning of period	$	2,204,593	$	1,776,395	$	1,999,402	$	1,124,302
Additions	124,244		345,882		574,459		1,302,884
Sales proceeds, net	(341,415)		(182,892)		(740,728)		(365,680)
Changes in fair value:
Due to changes in valuation inputs or assumptions	75,366		(3,461)		373,158		98,295
Due to collection/realization of cash flows	(49,519)		(99,230)		(193,022)		(323,107)
Balance at end of period	$	2,013,269	$	1,836,694	$	2,013,269	$	1,836,694

The following is a summary of the components of loan servicing fee income as reported in the Company’s consolidated statements of operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Contractual servicing fees	$	104,917	$	99,640	$	327,567	$	271,374
Late, ancillary and other fees	8,627		2,789		14,362		8,364
Servicing fee income	$	113,544	$	102,429	$	341,929	$	279,738

The following is a summary of the components of change in fair value of servicing rights, net as reported in the Company’s consolidated statements of operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Changes in fair value:
Due to changes in valuation inputs or assumptions	$	75,366	$	(3,461)	$	373,158	$	98,295
Due to collection/realization of cash flows	(49,519)		(99,230)		(193,022)		(323,107)
Realized losses on sales of servicing rights	(13,489)		(14,218)		(5,949)		(8,224)
Net loss from derivatives hedging servicing rights	(50,837)		(21,553)		(314,557)		(94,158)
Changes in fair value of servicing rights, net	$	(38,479)	$	(138,462)	$	(140,370)	$	(327,194)

The table below illustrates hypothetical changes in fair values of servicing rights, caused by assumed immediate changes to key assumptions that are used to determine fair value.

	September 30, 2022		December 31, 2021
Fair Value of Servicing Rights, net	$	2,013,269	$	1,999,402
Change in Fair Value from adverse changes:
Discount Rate:
Increase 1%	(81,235)		(85,066)
Increase 2%	(156,903)		(163,255)
Cost of Servicing:
Increase 10%	(18,990)		(20,843)
Increase 20%	(38,066)		(41,727)
Prepayment Speed:
Increase 10%	(17,625)		(76,532)
Increase 20%	(35,139)		(148,556)

Sensitivities are hypothetical changes in fair value and cannot be extrapolated because the relationship of changes in assumptions to changes in fair value may not be linear. Also, the effect of a variation in a particular assumption is calculated without changing any other assumption, whereas a change in one factor may result in changes to another. Accordingly, no assurance can be given that actual results would be consistent with the results of these estimates. As a result, actual future changes in servicing rights values may differ significantly from those displayed above.

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DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

9 Months Ended

Sep. 30, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIESDerivatives instruments utilized by the Company primarily include interest rate lock commitments, forward sale contracts, MBS put options, put options on treasuries, and interest rate swap futures. Derivative financial instruments are recognized as assets or liabilities and are measured at fair value. The Company accounts for derivatives as free-standing derivatives and does not designate any derivative financial instruments for hedge accounting. All derivative financial instruments are recognized on the consolidated balance sheets at fair value with changes in the fair values being reported in current period earnings. The Company does not use derivative financial instruments for purposes other than in support of its risk management activities. Refer to Note 1- Description of Business, Presentation and Summary of Significant Accounting Policies and Note 3- Fair Value for further details on derivatives in the 2021 Form 10-K.

The following summarizes the Company’s outstanding derivative instruments:

				Fair Value
	Notional		Balance Sheet Location	Asset		Liability
September 30, 2022:
Interest rate lock commitments	$	1,645,122	Derivative asset, at fair value	$	20,910
Interest rate lock commitments	3,171,270		Derivative liabilities, at fair value	—		85,628
Forward sale contracts	20,523,121		Derivative asset, at fair value	295,737		—
Forward sale contracts	896,425		Derivative liabilities, at fair value	—		38,086
Put options on treasuries	—		Derivative asset, at fair value	—		—
Put options on treasuries	1,725		Derivative liabilities, at fair value	—		6,643
Interest rate swap futures	—		Derivative asset, at fair value	—		—
Interest rate swap futures	650		Derivative liabilities, at fair value	—		19,480
			Total derivative financial instruments	$	316,647	$	149,837

				Fair Value
	Notional		Balance Sheet Location	Asset		Liability
December 31, 2021:
Interest rate lock commitments	$	11,530,721	Derivative asset, at fair value	$	184,383	$	—
Interest rate lock commitments	1,125,911		Derivative liabilities, at fair value	—		3,763
Forward sale contracts	19,482,705		Derivative asset, at fair value	5,358		—
Forward sale contracts	13,171,462		Derivative liabilities, at fair value	—		2,964
Put options on treasuries	—		Derivative asset, at fair value	—		—
Put options on treasuries	16,980		Derivative liabilities, at fair value	—		31,070
Interest rate swap futures	2,640		Derivative asset, at fair value	4,924		—
Interest rate swap futures	—		Derivative liabilities, at fair value	—		—
			Total derivative financial instruments	$	194,665	$	37,797

Because many of the Company’s current derivative agreements are not exchange-traded, the Company is exposed to credit loss in the event of nonperformance by the counterparty to the agreements. The Company controls this risk through credit monitoring procedures including financial analysis, dollar limits and other monitoring procedures. The notional amount of the contracts does not represent the Company’s exposure to credit loss.

The following summarizes the realized and unrealized net gains or losses on derivative financial instruments and the consolidated statements of operations line items where such gains and losses are included:

		Three Months Ended September 30,				Nine Months Ended September 30,
Derivative instrument	Statements of Operations Location	2022		2021		2022		2021
Interest rate lock commitments, net	Gain on origination and sale of loans, net	$	(122,323)	$	(73,871)	$	(245,338)	$	(387,835)
Forward sale contracts	Gain on origination and sale of loans, net	259,360		(29,867)		1,221,817		477,215
Interest rate swap futures	Gain on origination and sale of loans, net	2,279		(29,683)		(82,251)		(81,891)
Put options	Gain on origination and sale of loans, net	12,547		19,891		128,706		47,063
Forward sale contracts	Change in fair value of servicing rights, net	(16,293)		(5,838)		(113,920)		(84,842)
Interest rate swap futures	Change in fair value of servicing rights, net	(31,598)		(14,033)		(197,177)		(6,855)
Put options	Change in fair value of servicing rights, net	(2,946)		(1,682)		(3,460)		(2,461)
Total realized and unrealized gains (losses) on derivative financial instruments		$	101,026	$	(135,083)	$	708,377	$	(39,606)

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GOODWILL AND OTHER INTANGIBLE ASSETS, NET

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS, NET

GOODWILL AND OTHER INTANGIBLE ASSETS, NET

A summary of the Company’s activity related to goodwill is as follows.

	Goodwill		Other intangible assets		Total
Balance, December 31, 2021	$	40,736	$	1,581	$	42,317
Amortization	—		(205)		(205)
Impairment loss	(40,736)		(1,376)		(42,112)
Balance, September 30, 2022	$	—	$	—	$	—

	Goodwill		Other intangible assets		Total
Balance, December 31, 2020	$	40,736	$	2,090	$	42,826
Amortization	—		(255)		(255)
Balance September 30, 2021	$	40,736	$	1,835	$	42,571

The Company performs its annual assessment of possible impairment of goodwill and intangible assets as of December 31, or more frequently if events and circumstances indicate that impairment may have occurred. The Company compares the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

During the second quarter of 2022, the Company performed an interim impairment test due to the impact of rising interest rates on the mortgage industry and the Company’s recent stock performance. The evaluation of goodwill included a market based and income based approach. Based upon the results of this evaluation, an impairment charge of $40.7 million was recognized, driven predominantly by a significant decline in our market capitalization.

In addition to goodwill, the Company had other intangible assets related to trademarks associated with prior acquisitions. The Company reviews intangible assets for possible impairment whenever events or circumstances indicate that

carrying amounts may not be recoverable. The factors outlined in the goodwill impairment discussion above triggered an interim impairment evaluation of other intangible assets during the second quarter of 2022. Based upon the results of this evaluation, an impairment charge of $1.4 million was recognized.

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VARIABLE INTEREST ENTITIES

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

VARIABLE INTEREST ENTITIES

VARIABLE INTEREST ENTITIES

The determination of whether the assets and liabilities of the VIEs are consolidated or not consolidated in the consolidated balance sheets depends on the terms of the related transaction and the Company’s continuing involvement, if any, with the VIE. The Company is deemed the primary beneficiary and therefore consolidates VIEs for which it has both (a) the power, through voting rights or similar rights, to direct the activities that most significantly impact the VIE's economic performance, and (b) benefits, as defined, from the VIE. The Company determines whether it holds a significant variable interest in a VIE based on a consideration of both qualitative and quantitative factors regarding the nature, size, and form of its involvement with the VIE. The Company assesses whether it is the primary beneficiary of a VIE on an ongoing basis. The Company did not provide any non-contractual financial support to VIEs for the nine months ended September 30, 2022 and year ended December 31, 2021.

Consolidated VIEs

The Company is a holding company, its sole material asset is its equity interest in LD Holdings and as the sole managing member of LD Holdings, the Company indirectly operates and controls all of LD Holdings’ business and affairs. LD Holdings is considered a VIE and the financial results of LD Holdings and its subsidiaries are consolidated. A portion of net earnings or loss is allocated to noncontrolling interest to reflect the entitlement of the Continuing LLC Members.

The Company is involved in several types of securitization and financing transactions that utilize special purpose entities (“SPEs”). The Company’s principal use of SPEs is to obtain liquidity by securitizing certain of its financial and non-financial assets. SPEs involved in the Company’s securitization and other financing transactions are often considered VIEs.

The Company consolidates securitization facilities that finance mortgage loans held for sale, and SPEs established as trusts to finance mortgage servicing rights and servicing advance receivables. The Company sells assets to a securitization or trust, which issue beneficial interests that are collateralized by the transferred assets and entitle the investors to specified cash flows generated therefrom. The Company may retain beneficial interests in the assets sold. The Company also holds certain conditional repurchase options specific to these securitizations that allow it to repurchase assets from the securitization entity. The Company’s economic exposure to loss from outstanding third-party financing is generally limited to the carrying value of the assets financed. The Company has retained risks in the securitizations including customary representations and warranties. For securitization facilities, the Company, as seller, has an option to prepay and redeem outstanding classes of issued notes after a set time period has elapsed. The Company’s exposure to these entities is primarily through its role as seller, servicer, and administrator. Servicing functions include, but are not limited to, general collection activity, preparing and furnishing statements, and loss mitigation efforts including repossession and sale of collateral.

The Company sells mortgage loans to investors through private label securitizations which are accounted for either as sales or secured borrowings. The Company may retain economic interests in the securitized and sold assets, which are generally retained in the form of senior or subordinated interests, residual interests, and/or servicing rights. The Company evaluates its interests in each private label securitization for classification as a VIE. The Company accounts for a securitization as a sale when it has relinquished control over the transferred financial assets and does not hold other interests in the VIE that individually, or in the aggregate, would absorb more than an insignificant amount of the VIE’s expected losses or receive more than an insignificant amount of the VIE’s expected residual returns. The Company has an option to exercise a cleanup call to purchase the remaining mortgage loans and any trust property when the remaining aggregate principal balance is less than 10% of the initial aggregate principal balance.

The table below presents a summary of the carrying value and balance sheet classification of assets and liabilities in the Company’s securitization and SPE VIEs

	September 30, 2022		December 31, 2021
Assets
Loans held for sale, at fair value	$	481,950	$	2,557,490
Restricted cash	21,634		100,494
Servicing rights, at fair value	527,059		400,678
Prepaid expenses and other assets	34,711		17,756
	$	1,065,354	$	3,076,418
Liabilities
Warehouse and other lines of credit	$	500,000	$	2,600,000
Debt obligations, net:
MSR Facilities	116,874		15,000
Servicing advance facilities	30,677		15,070
Term notes	199,540		199,133
	$	847,091	$	2,829,203

Non-Consolidated VIEs

The nature, purpose, and activities of non-consolidated VIEs currently encompass the Company’s investments in retained interests from securitizations and joint ventures. The table below presents a summary of the nonconsolidated VIEs for which the Company holds variable interests.

	September 30, 2022
	Carrying value				Maximum exposure to loss		Total assets in VIEs
	Assets		Liabilities
Retained interests	$	97,210	$	—	$	97,210	$	2,340,730
Investments in joint ventures	19,938		—		19,938		17,605
	$	117,148	$	—	$	117,148
	December 31, 2021
	Carrying value				Maximum exposure to loss		Total assets in VIEs
	Assets		Liabilities
Retained interests	$	72,874	$	—	$	72,874	$	1,424,857
Investments in joint ventures	18,553		—		18,553		20,783
	$	91,427	$	—	$	91,427

Retained interests

In 2022 and 2021, the Company completed the sale and securitization of non-owner occupied residential mortgage loans. Pursuant to the credit risk retention requirements, the Company, as sponsor, is required to retain at least a 5% economic interest in the credit risk of the assets collateralizing the securitization transactions. The retained interests represent a variable interest in the securitizations. The Company determined it was not the primary beneficiary of the VIE. The Company’s continuing involvement is limited to customary servicing obligations as servicing administrator associated with retained servicing rights and the receipt of principal and interest associated with the retained interests. The investors and the securitization trusts have no recourse to the Company’s assets; holders of the securities issued by each trust can look only to the loans owned by the trust for payment. The retained interests held by the Company are subject principally to the credit risk stemming from the underlying transferred loans. The securitization trusts used to effect these transactions are variable interest entities that the Company does not consolidate. The Company remeasures the carrying value of its retained interests at each reporting date to reflect their current fair value which is included in trading securities, at fair value on the consolidated balance sheets, with corresponding gains or losses included in other income on the consolidated income statements. As of September 30, 2022, the remaining principal balance of loans transferred to these securitization trusts was $2.3 billion of which $1.6 million was 90 days or more past due.

Investments in joint ventures

The Company’s joint ventures include investments with home builders, real estate brokers, and commercial real estate companies to provide loan origination services and real estate settlement services to customers referred by the Company’s joint venture partners. The Company is generally not determined to be the primary beneficiary in its joint venture VIEs because it does not have the power, through voting rights or similar rights, to direct the activities that most significantly impact the economic performance of the VIE. The Company’s pro rata share of net earnings of joint ventures was $4.6 million and $10.8 million for the three and nine months ended September 30, 2022, respectively, and $3.0 million and $8.1 million for the three and nine months ended September 30, 2021, respectively, and is included in other income in the consolidated statements of operations.

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WAREHOUSE AND OTHER LINES OF CREDIT

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

WAREHOUSE AND OTHER LINES OF CREDIT

WAREHOUSE AND OTHER LINES OF CREDIT

At September 30, 2022, the Company was a party to 10 revolving lines of credit with lenders providing $5.7 billion of warehouse and securitization facilities. The facilities are used to fund, and are secured by, residential mortgage loans held for sale. The facilities are repaid using proceeds from the sale of loans. Interest is generally payable monthly in arrears or on the repurchase date of a loan, and outstanding principal is payable upon receipt of loan sale proceeds or on the repurchase date of a loan. Outstanding principal related to a particular loan must also be repaid after the expiration of a contractual period of time or, if applicable, upon the occurrence of certain events of default with respect to the underlying loan. Interest expense is recorded to interest expense on the consolidated statements of operations. The base interest rates on the facilities bear interest at 30-day LIBOR, or other alternative base rate such as SOFR, plus a margin. Some of the facilities carry additional fees charged on the total line amount, commitment fees charged on the committed portion of the line, and non-usage fees charged when monthly usage falls below a certain utilization percentage. As of September 30, 2022, the interest rate was comprised of the applicable base rate plus a spread ranging from 1.37% to 2.25%. The base interest rate for warehouse facilities is subject to increase based upon the characteristics of the underlying loans collateralizing the lines of credit, including, but not limited to product type and number of days held for sale. The warehouse lines are scheduled to expire through 2023 under one or two year terms. As of September 30, 2022 there was one securitization facility with an original three year term scheduled to expire in 2024. All warehouse lines and other lines of credit are subject to renewal based on an annual credit review conducted by the lender.

Certain warehouse line lenders require the Company to maintain cash accounts with minimum required balances at all times. As of September 30, 2022 and December 31, 2021, there was $5.5 million and $8.0 million, respectively, held in these accounts which are recorded as a component of restricted cash on the consolidated balance sheets.

Under the terms of these warehouse lines, the Company is required to maintain various financial and other covenants. As of September 30, 2022, the Company amended certain warehouse lines related to certain profitability covenants, following which the Company was in compliance with those financial covenants.

Securitization Facilities

In October 2020, the Company issued notes and a class of owner trust certificates through a securitization facility (“2020-1 Securitization Facility”) backed by a revolving warehouse line of credit. The 2020-1 Securitization Facility was secured by newly originated, first-lien, residential mortgage loans eligible for purchase by Fannie Mae and Freddie Mac for the purchase of mortgage loans or in accordance with the criteria of Ginnie Mae for the guarantee of securities backed by mortgage loans. The 2020-1 Securitization Facility issued $600.0 million in notes and certificates that accrued interest at 30-day LIBOR plus a margin. In March 2022, the Company exercised its right to optional prepayment in full and terminated the 2020-1 Securitization Facility.

In December 2020, the Company issued notes and a class of owner trust certificates through an additional securitization facility (“2020-2 Securitization Facility”) backed by a revolving warehouse line of credit. The 2020-2 Securitization Facility was secured by newly originated, first-lien, fixed rate residential mortgage loans eligible for purchase by the GSEs or in accordance with the criteria of Ginnie Mae for the guarantee of securities backed by mortgage loans. The 2020-2 Securitization Facility issued $500.0 million in notes and certificates that accrued interest at 30-day LIBOR plus a margin. In August 2022, the Company exercised its right to optional prepayment in full and terminated the 2020-2 Securitization Facility.

In February 2021, the Company issued notes and a class of owner trust certificates through an additional securitization facility (“2021-1 Securitization Facility”) backed by a revolving warehouse line of credit. The 2021-1 Securitization Facility was secured by newly originated, first-lien, fixed-rate or adjustable-rate, residential mortgage loans originated in accordance with the criteria of Fannie Mae and Freddie Mac for the purchase of mortgage loans or in accordance with the criteria of Ginnie Mae for the guarantee of securities backed by mortgage loans. The 2021-1 Securitization Facility issued $500.0 million in notes that accrued interest at 30-day LIBOR plus a margin. In September 2022, the Company exercised its right to optional prepayment in full and terminated the 2021-1 Securitization Facility.

In April 2021, the Company issued notes and a class of owner trust certificates through an additional securitization facility (“2021-2 Securitization Facility”) backed by a revolving warehouse line of credit. The 2021-2 Securitization Facility was secured by newly originated, first-lien, fixed-rate or adjustable-rate, residential mortgage loans originated in accordance with the criteria of Fannie Mae and Freddie Mac for the purchase of mortgage loans or in accordance with the criteria of Ginnie Mae for the guarantee of securities backed by mortgage loans. The 2021-2 Securitization Facility issued $500.0 million in notes that accrued interest at 30-day LIBOR, plus a margin. In September 2022, the Company exercised its right to optional prepayment in full and terminated the 2021-2 Securitization Facility.

In October 2021, the Company issued notes and a class of owner trust certificates through an additional securitization facility (“2021-3 Securitization Facility”) backed by a revolving warehouse line of credit. The 2021-3 Securitization Facility is secured by newly originated, first-lien, fixed-rate or adjustable-rate, residential mortgage loans originated in accordance with the criteria of Fannie Mae and Freddie Mac for the purchase of mortgage loans or in accordance with the criteria of Ginnie Mae for the guarantee of securities backed by mortgage loans. The 2021-3 Securitization Facility issued $500.0 million in notes that bear interest at 30-day LIBOR, or other alternative base rate such as SOFR, plus a margin. The 2021-3 Securitization Facility will terminate on the earlier of (i) the three-year anniversary of the initial purchase date, (ii) the Company exercising its right to optional prepayment in full, and (iii) the date of the occurrence and continuance of an event of default.

The following table presents information on warehouse and securitization facilities and the outstanding balance as of September 30, 2022 and December 31, 2021:

								Outstanding Balance
	Committed Amount		Uncommitted Amount		Total Facility Amount		Expiration Date	September 30, 2022		December 31, 2021
Facility 1(1)	$	400,000	$	1,100,000	$	1,500,000	10/29/2022	$	441,230	$	851,088
Facility 2(2)	—		300,000		300,000		9/25/2023	172,313		295,743
Facility 3	—		300,000		300,000		4/18/2023	290,197		459,018
Facility 4	—		450,000		450,000		11/14/2022	226,888		266,230
Facility 5(2)	—		200,000		200,000		N/A	92		391
Facility 6(2)	100,000		500,000		600,000		9/29/2023	310,042		583,449
Facility 7(3)	400,000		400,000		800,000		5/5/2023	382,952		1,410,367
Facility 8	—		750,000		750,000		N/A	25,113		361,783
Facility 9(4)(5)	—		—		—		10/25/2022	—		600,000
Facility 10(4)(7)	—		—		—		12/17/2023	—		500,000
Facility 11(2)(6)	—		—		—		9/23/2022	—		263,516
Facility 12(4)(8)	—		—		—		2/2/2024	—		500,000
Facility 13(4)(8)	—		—		—		4/23/2024	—		500,000
Facility 14	—		300,000		300,000		9/21/2023	180,609		365,614
Facility 15(4)	500,000		—		500,000		10/21/2024	500,000		500,000
Total	$	1,400,000	$	4,300,000	$	5,700,000		$	2,529,436	$	7,457,199

(1)The total facility is available both to fund loan originations and also provide liquidity under a gestation facility to finance recently sold MBS up to the MBS settlement date. In October 2022, this facility was extended to October 2023.

(2)In addition to the warehouse line, the lender provides a separate gestation facility to finance recently sold MBS up to the MBS settlement date.

(3)In addition to the outstanding balance secured by mortgage loans, the Company has $116.9 million outstanding to finance servicing rights included within debt obligations in the consolidated balance sheets.

(4)Securitization backed by a revolving warehouse facility to finance newly originated first-lien fixed and adjustable rate mortgage loans.

(5)This facility was prepaid and terminated in March 2022.

(6)This facility was prepaid and terminated in July 2022.

(7)This facility was prepaid and terminated in August 2022.

(8)This facility was prepaid and terminated in September 2022.

The following table presents information on borrowings under warehouse and securitization facilities:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Maximum outstanding balance during the period	$	4,354,864		$	9,078,257		$	7,672,559		$	9,180,276
Average balance outstanding during the period	3,417,252			8,515,189			4,868,397			8,066,303
Collateral pledged (loans held for sale)	2,566,330			8,675,750			2,566,330			8,675,750
Weighted average interest rate during the period	4.18		%	2.22		%	2.89		%	2.25		%

DEBT OBLIGATIONS

The following table presents the outstanding debt as of September 30, 2022 and December 31, 2021:

	September 30, 2022		December 31, 2021
Secured debt obligations, net:
Secured credit facilities
MSR facilities	$	969,048	$	262,250
Securities financing facilities	93,252		66,439
Servicing advance facilities	30,677		15,070
Total secured credit facilities	1,092,977		343,759
Term Notes	199,540		199,133
Total secured debt obligations, net	1,292,517		542,892
Unsecured debt obligations, net:
Senior Notes	991,187		1,085,316
Total debt obligations, net	$	2,283,704	$	1,628,208

Certain of the Company’s secured debt obligations require us to satisfy financial covenants including minimum levels of profitability, tangible net worth, liquidity, and maximum levels of consolidated leverage. The Company obtained amendments relating to certain profitability covenants. As a result, the Company was in compliance with all such financial covenants as of September 30, 2022.

Secured Credit Facilities

Secured credit facilities are revolving facilities collateralized by MSRs, trading securities, and servicing advances.

MSR Facilities

In October 2014, the Company entered into a $25.0 million credit facility to finance servicing rights and for other working capital needs and general corporate purposes. The Company has entered into subsequent amendments to increase and decrease the size of the facility and extend the maturity date. The facility is secured by Freddie Mac mortgage servicing rights with a fair value of $289.6 million as of September 30, 2022 and accrues interest at a base rate per annum of 30-day LIBOR, or other alternative base rate such as SOFR, plus a margin. As of September 30, 2022, there was $205.5 million outstanding on this facility with a maturity of June 2023. At September 30, 2022, capacity under the facility was $268.0 million. Advances for servicing rights are determined using a borrowing base formula calculated against the fair market value of the pledged servicing rights.

In December 2021, the Company entered into a credit facility agreement which provides $300.0 million in borrowing capacity, with an option to increase up to $500.0 million upon mutual consent, available to the Company. The facility is secured by Freddie Mac mortgage servicing rights with a fair value of $526.6 million as of September 30, 2022, and bears interest at 30-day LIBOR, or other alternative base rate such as SOFR, plus a margin per annum. At September 30, 2022, there was $300.0 million outstanding on this facility and $0.2 million in unamortized deferred financing costs.

In January 2022, the Company entered into a credit facility agreement which provides $500.0 million in borrowing capacity. The facility is secured by Fannie Mae mortgage servicing rights with a fair value of $621.4 million as of September 30, 2022 and bears interest at SOFR plus a margin per annum. At September 30, 2022, there was $348.0 million outstanding on this facility and $1.1 million in unamortized deferred financing costs.

In August 2017, the Company established the GMSR Trust to finance Ginnie Mae mortgage servicing rights owned by the Company through issuance of either variable funding notes or term notes, in each case secured by participation certificates held by the GMSR Trust. As of September 30, 2022, the Company had pledged participation certificates representing beneficial interests in Ginnie Mae mortgage servicing rights to the GMSR Trust with a fair value of $527.1 million. At September 30,

2022 the maximum borrowing capacity of the variable funding notes was $200.0 million. The variable funding notes bear interest at SOFR plus a margin per annum and mature in May 2023. As of September 30, 2022, there were $116.9 million in variable funding notes outstanding to finance Ginnie Mae mortgage servicing rights owned by the Company.

Securities Financing Facilities

The Company has entered into master repurchase agreements to finance retained interest securities related to its securitizations. The securities financing facilities have an advance rate between 60% and 90% based on classes of the securities and accrue interest at a rate of 90-day SOFR, plus a margin. The securities financing facilities are secured by the trading securities which represent our retained interests in the credit risk of the assets collateralizing certain securitization transactions. As of September 30, 2022, the trading securities had a fair value of $97.2 million on the consolidated balance sheets and there were $93.3 million in securities financing facilities outstanding.

Servicing Advance Facilities

In September 2020, the Company, through its indirect-wholly owned subsidiary loanDepot Agency Advance Receivables Trust (the “Advance Receivables Trust”), entered into a variable funding note facility for the financing of servicing advance receivables with respect to residential mortgage loans serviced by it on behalf of Fannie Mae and Freddie Mac. Pursuant to an indenture, the Advance Receivables Trust can issue up to $100.0 million in variable funding notes (the “2020-VF1 Notes”). The 2020-VF1 Notes accrue interest at SOFR, plus a margin per annum and mature in September 2023 (unless earlier redeemed in accordance with their terms). At September 30, 2022, there was $15.7 million in 2020-VF1 Notes outstanding.

In November 2021, the Company, through the GMSR Trust issued variable funding notes secured by principal and interest advance receivables and servicing advance receivables with respect to residential mortgage loans serviced on behalf of Ginnie Mae. The variable funding notes bear interest at SOFR plus a margin per annum and mature in May 2023. As of September 30, 2022, there was $15.1 million outstanding on the variable funding notes and $0.2 million in unamortized deferred financing costs.

Term Notes

In October 2018, the Company, through the GMSR Trust issued the Series 2018-GT1 Term Notes (“Term Notes”). The Term Notes accrue interest at 30-day LIBOR, or other alternative base rate such as SOFR, plus a margin per annum and mature in October 2023 or, if extended pursuant to the terms of the related indenture supplement, October 2025 (unless earlier redeemed in accordance with their terms). At September 30, 2022, there was $200.0 million in Term Notes outstanding and $0.5 million in unamortized deferred financing costs.

Senior Notes

In October 2020, the Company issued $500.0 million in aggregate principal amount of 6.50% senior unsecured notes due 2025, (the “2025 Senior Notes”). The 2025 Senior Notes will mature on November 1, 2025. Interest on the 2025 Senior Notes accrues at a rate of 6.50% per annum, payable semi-annually in arrears on May 1 and November 1 of each year. The Company may redeem the 2025 Senior Notes, in whole or in part, at various redemption prices. At September 30, 2022, there was $500.0 million in 2025 Senior Notes outstanding and $5.5 million in unamortized deferred financing costs.

In March 2021, the Company issued $600.0 million in aggregate principal amount of 6.125% senior unsecured notes due 2028 (the “2028 Senior Notes” and together with the 2025 Senior Notes, the "Senior Notes"). The 2028 Senior Notes will mature on April 1, 2028. Interest on the 2028 Senior Notes accrues at a rate of 6.125% per annum, payable semi-annually in arrears on April 1 and October 1 of each year. At any time prior to April 1, 2024, the Company may redeem some or all of the 2028 Senior Notes at a price equal to 100% of the principal amount of the 2028 Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the date of redemption plus a make-whole premium. During the first quarter of 2022, the Company repurchased $97.5 million of 2028 Senior Notes at an average purchase price of 87.9% of par which resulted in a $10.5 million gain on extinguishment of debt recorded in other interest expense on the consolidated statement of operations. The Company

may also redeem the 2028 Senior Notes, in whole or in part, at any time on or after April 1, 2024 at various redemption prices. In addition, subject to certain conditions at any time prior to April 1, 2024, the Company may redeem up to 40% of the principal amount of the 2028 Senior Notes with the proceeds of certain equity offerings at a redemption price of 106.125% of the principal amount of the 2028 Senior Notes, together with accrued and unpaid interest, if any, to, but not including, the date of redemption. At September 30, 2022, there was $502.5 million in 2028 Senior Notes outstanding and $5.8 million in unamortized deferred financing costs.

Interest Expense

Interest expense on all outstanding debt obligations with variable rates is paid based on LIBOR, or other alternative base rate such as SOFR, plus a margin ranging from 0.70% - 3.50%.

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DEBT OBLIGATIONS

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

DEBT OBLIGATIONS

WAREHOUSE AND OTHER LINES OF CREDIT

At September 30, 2022, the Company was a party to 10 revolving lines of credit with lenders providing $5.7 billion of warehouse and securitization facilities. The facilities are used to fund, and are secured by, residential mortgage loans held for sale. The facilities are repaid using proceeds from the sale of loans. Interest is generally payable monthly in arrears or on the repurchase date of a loan, and outstanding principal is payable upon receipt of loan sale proceeds or on the repurchase date of a loan. Outstanding principal related to a particular loan must also be repaid after the expiration of a contractual period of time or, if applicable, upon the occurrence of certain events of default with respect to the underlying loan. Interest expense is recorded to interest expense on the consolidated statements of operations. The base interest rates on the facilities bear interest at 30-day LIBOR, or other alternative base rate such as SOFR, plus a margin. Some of the facilities carry additional fees charged on the total line amount, commitment fees charged on the committed portion of the line, and non-usage fees charged when monthly usage falls below a certain utilization percentage. As of September 30, 2022, the interest rate was comprised of the applicable base rate plus a spread ranging from 1.37% to 2.25%. The base interest rate for warehouse facilities is subject to increase based upon the characteristics of the underlying loans collateralizing the lines of credit, including, but not limited to product type and number of days held for sale. The warehouse lines are scheduled to expire through 2023 under one or two year terms. As of September 30, 2022 there was one securitization facility with an original three year term scheduled to expire in 2024. All warehouse lines and other lines of credit are subject to renewal based on an annual credit review conducted by the lender.

Certain warehouse line lenders require the Company to maintain cash accounts with minimum required balances at all times. As of September 30, 2022 and December 31, 2021, there was $5.5 million and $8.0 million, respectively, held in these accounts which are recorded as a component of restricted cash on the consolidated balance sheets.

Under the terms of these warehouse lines, the Company is required to maintain various financial and other covenants. As of September 30, 2022, the Company amended certain warehouse lines related to certain profitability covenants, following which the Company was in compliance with those financial covenants.

Securitization Facilities

In October 2020, the Company issued notes and a class of owner trust certificates through a securitization facility (“2020-1 Securitization Facility”) backed by a revolving warehouse line of credit. The 2020-1 Securitization Facility was secured by newly originated, first-lien, residential mortgage loans eligible for purchase by Fannie Mae and Freddie Mac for the purchase of mortgage loans or in accordance with the criteria of Ginnie Mae for the guarantee of securities backed by mortgage loans. The 2020-1 Securitization Facility issued $600.0 million in notes and certificates that accrued interest at 30-day LIBOR plus a margin. In March 2022, the Company exercised its right to optional prepayment in full and terminated the 2020-1 Securitization Facility.

In December 2020, the Company issued notes and a class of owner trust certificates through an additional securitization facility (“2020-2 Securitization Facility”) backed by a revolving warehouse line of credit. The 2020-2 Securitization Facility was secured by newly originated, first-lien, fixed rate residential mortgage loans eligible for purchase by the GSEs or in accordance with the criteria of Ginnie Mae for the guarantee of securities backed by mortgage loans. The 2020-2 Securitization Facility issued $500.0 million in notes and certificates that accrued interest at 30-day LIBOR plus a margin. In August 2022, the Company exercised its right to optional prepayment in full and terminated the 2020-2 Securitization Facility.

In February 2021, the Company issued notes and a class of owner trust certificates through an additional securitization facility (“2021-1 Securitization Facility”) backed by a revolving warehouse line of credit. The 2021-1 Securitization Facility was secured by newly originated, first-lien, fixed-rate or adjustable-rate, residential mortgage loans originated in accordance with the criteria of Fannie Mae and Freddie Mac for the purchase of mortgage loans or in accordance with the criteria of Ginnie Mae for the guarantee of securities backed by mortgage loans. The 2021-1 Securitization Facility issued $500.0 million in notes that accrued interest at 30-day LIBOR plus a margin. In September 2022, the Company exercised its right to optional prepayment in full and terminated the 2021-1 Securitization Facility.

In April 2021, the Company issued notes and a class of owner trust certificates through an additional securitization facility (“2021-2 Securitization Facility”) backed by a revolving warehouse line of credit. The 2021-2 Securitization Facility was secured by newly originated, first-lien, fixed-rate or adjustable-rate, residential mortgage loans originated in accordance with the criteria of Fannie Mae and Freddie Mac for the purchase of mortgage loans or in accordance with the criteria of Ginnie Mae for the guarantee of securities backed by mortgage loans. The 2021-2 Securitization Facility issued $500.0 million in notes that accrued interest at 30-day LIBOR, plus a margin. In September 2022, the Company exercised its right to optional prepayment in full and terminated the 2021-2 Securitization Facility.

In October 2021, the Company issued notes and a class of owner trust certificates through an additional securitization facility (“2021-3 Securitization Facility”) backed by a revolving warehouse line of credit. The 2021-3 Securitization Facility is secured by newly originated, first-lien, fixed-rate or adjustable-rate, residential mortgage loans originated in accordance with the criteria of Fannie Mae and Freddie Mac for the purchase of mortgage loans or in accordance with the criteria of Ginnie Mae for the guarantee of securities backed by mortgage loans. The 2021-3 Securitization Facility issued $500.0 million in notes that bear interest at 30-day LIBOR, or other alternative base rate such as SOFR, plus a margin. The 2021-3 Securitization Facility will terminate on the earlier of (i) the three-year anniversary of the initial purchase date, (ii) the Company exercising its right to optional prepayment in full, and (iii) the date of the occurrence and continuance of an event of default.

The following table presents information on warehouse and securitization facilities and the outstanding balance as of September 30, 2022 and December 31, 2021:

								Outstanding Balance
	Committed Amount		Uncommitted Amount		Total Facility Amount		Expiration Date	September 30, 2022		December 31, 2021
Facility 1(1)	$	400,000	$	1,100,000	$	1,500,000	10/29/2022	$	441,230	$	851,088
Facility 2(2)	—		300,000		300,000		9/25/2023	172,313		295,743
Facility 3	—		300,000		300,000		4/18/2023	290,197		459,018
Facility 4	—		450,000		450,000		11/14/2022	226,888		266,230
Facility 5(2)	—		200,000		200,000		N/A	92		391
Facility 6(2)	100,000		500,000		600,000		9/29/2023	310,042		583,449
Facility 7(3)	400,000		400,000		800,000		5/5/2023	382,952		1,410,367
Facility 8	—		750,000		750,000		N/A	25,113		361,783
Facility 9(4)(5)	—		—		—		10/25/2022	—		600,000
Facility 10(4)(7)	—		—		—		12/17/2023	—		500,000
Facility 11(2)(6)	—		—		—		9/23/2022	—		263,516
Facility 12(4)(8)	—		—		—		2/2/2024	—		500,000
Facility 13(4)(8)	—		—		—		4/23/2024	—		500,000
Facility 14	—		300,000		300,000		9/21/2023	180,609		365,614
Facility 15(4)	500,000		—		500,000		10/21/2024	500,000		500,000
Total	$	1,400,000	$	4,300,000	$	5,700,000		$	2,529,436	$	7,457,199

(1)The total facility is available both to fund loan originations and also provide liquidity under a gestation facility to finance recently sold MBS up to the MBS settlement date. In October 2022, this facility was extended to October 2023.

(2)In addition to the warehouse line, the lender provides a separate gestation facility to finance recently sold MBS up to the MBS settlement date.

(3)In addition to the outstanding balance secured by mortgage loans, the Company has $116.9 million outstanding to finance servicing rights included within debt obligations in the consolidated balance sheets.

(4)Securitization backed by a revolving warehouse facility to finance newly originated first-lien fixed and adjustable rate mortgage loans.

(5)This facility was prepaid and terminated in March 2022.

(6)This facility was prepaid and terminated in July 2022.

(7)This facility was prepaid and terminated in August 2022.

(8)This facility was prepaid and terminated in September 2022.

The following table presents information on borrowings under warehouse and securitization facilities:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Maximum outstanding balance during the period	$	4,354,864		$	9,078,257		$	7,672,559		$	9,180,276
Average balance outstanding during the period	3,417,252			8,515,189			4,868,397			8,066,303
Collateral pledged (loans held for sale)	2,566,330			8,675,750			2,566,330			8,675,750
Weighted average interest rate during the period	4.18		%	2.22		%	2.89		%	2.25		%

DEBT OBLIGATIONS

The following table presents the outstanding debt as of September 30, 2022 and December 31, 2021:

	September 30, 2022		December 31, 2021
Secured debt obligations, net:
Secured credit facilities
MSR facilities	$	969,048	$	262,250
Securities financing facilities	93,252		66,439
Servicing advance facilities	30,677		15,070
Total secured credit facilities	1,092,977		343,759
Term Notes	199,540		199,133
Total secured debt obligations, net	1,292,517		542,892
Unsecured debt obligations, net:
Senior Notes	991,187		1,085,316
Total debt obligations, net	$	2,283,704	$	1,628,208

Certain of the Company’s secured debt obligations require us to satisfy financial covenants including minimum levels of profitability, tangible net worth, liquidity, and maximum levels of consolidated leverage. The Company obtained amendments relating to certain profitability covenants. As a result, the Company was in compliance with all such financial covenants as of September 30, 2022.

Secured Credit Facilities

Secured credit facilities are revolving facilities collateralized by MSRs, trading securities, and servicing advances.

MSR Facilities

In October 2014, the Company entered into a $25.0 million credit facility to finance servicing rights and for other working capital needs and general corporate purposes. The Company has entered into subsequent amendments to increase and decrease the size of the facility and extend the maturity date. The facility is secured by Freddie Mac mortgage servicing rights with a fair value of $289.6 million as of September 30, 2022 and accrues interest at a base rate per annum of 30-day LIBOR, or other alternative base rate such as SOFR, plus a margin. As of September 30, 2022, there was $205.5 million outstanding on this facility with a maturity of June 2023. At September 30, 2022, capacity under the facility was $268.0 million. Advances for servicing rights are determined using a borrowing base formula calculated against the fair market value of the pledged servicing rights.

In December 2021, the Company entered into a credit facility agreement which provides $300.0 million in borrowing capacity, with an option to increase up to $500.0 million upon mutual consent, available to the Company. The facility is secured by Freddie Mac mortgage servicing rights with a fair value of $526.6 million as of September 30, 2022, and bears interest at 30-day LIBOR, or other alternative base rate such as SOFR, plus a margin per annum. At September 30, 2022, there was $300.0 million outstanding on this facility and $0.2 million in unamortized deferred financing costs.

In January 2022, the Company entered into a credit facility agreement which provides $500.0 million in borrowing capacity. The facility is secured by Fannie Mae mortgage servicing rights with a fair value of $621.4 million as of September 30, 2022 and bears interest at SOFR plus a margin per annum. At September 30, 2022, there was $348.0 million outstanding on this facility and $1.1 million in unamortized deferred financing costs.

In August 2017, the Company established the GMSR Trust to finance Ginnie Mae mortgage servicing rights owned by the Company through issuance of either variable funding notes or term notes, in each case secured by participation certificates held by the GMSR Trust. As of September 30, 2022, the Company had pledged participation certificates representing beneficial interests in Ginnie Mae mortgage servicing rights to the GMSR Trust with a fair value of $527.1 million. At September 30,

2022 the maximum borrowing capacity of the variable funding notes was $200.0 million. The variable funding notes bear interest at SOFR plus a margin per annum and mature in May 2023. As of September 30, 2022, there were $116.9 million in variable funding notes outstanding to finance Ginnie Mae mortgage servicing rights owned by the Company.

Securities Financing Facilities

The Company has entered into master repurchase agreements to finance retained interest securities related to its securitizations. The securities financing facilities have an advance rate between 60% and 90% based on classes of the securities and accrue interest at a rate of 90-day SOFR, plus a margin. The securities financing facilities are secured by the trading securities which represent our retained interests in the credit risk of the assets collateralizing certain securitization transactions. As of September 30, 2022, the trading securities had a fair value of $97.2 million on the consolidated balance sheets and there were $93.3 million in securities financing facilities outstanding.

Servicing Advance Facilities

In September 2020, the Company, through its indirect-wholly owned subsidiary loanDepot Agency Advance Receivables Trust (the “Advance Receivables Trust”), entered into a variable funding note facility for the financing of servicing advance receivables with respect to residential mortgage loans serviced by it on behalf of Fannie Mae and Freddie Mac. Pursuant to an indenture, the Advance Receivables Trust can issue up to $100.0 million in variable funding notes (the “2020-VF1 Notes”). The 2020-VF1 Notes accrue interest at SOFR, plus a margin per annum and mature in September 2023 (unless earlier redeemed in accordance with their terms). At September 30, 2022, there was $15.7 million in 2020-VF1 Notes outstanding.

In November 2021, the Company, through the GMSR Trust issued variable funding notes secured by principal and interest advance receivables and servicing advance receivables with respect to residential mortgage loans serviced on behalf of Ginnie Mae. The variable funding notes bear interest at SOFR plus a margin per annum and mature in May 2023. As of September 30, 2022, there was $15.1 million outstanding on the variable funding notes and $0.2 million in unamortized deferred financing costs.

Term Notes

In October 2018, the Company, through the GMSR Trust issued the Series 2018-GT1 Term Notes (“Term Notes”). The Term Notes accrue interest at 30-day LIBOR, or other alternative base rate such as SOFR, plus a margin per annum and mature in October 2023 or, if extended pursuant to the terms of the related indenture supplement, October 2025 (unless earlier redeemed in accordance with their terms). At September 30, 2022, there was $200.0 million in Term Notes outstanding and $0.5 million in unamortized deferred financing costs.

Senior Notes

In October 2020, the Company issued $500.0 million in aggregate principal amount of 6.50% senior unsecured notes due 2025, (the “2025 Senior Notes”). The 2025 Senior Notes will mature on November 1, 2025. Interest on the 2025 Senior Notes accrues at a rate of 6.50% per annum, payable semi-annually in arrears on May 1 and November 1 of each year. The Company may redeem the 2025 Senior Notes, in whole or in part, at various redemption prices. At September 30, 2022, there was $500.0 million in 2025 Senior Notes outstanding and $5.5 million in unamortized deferred financing costs.

In March 2021, the Company issued $600.0 million in aggregate principal amount of 6.125% senior unsecured notes due 2028 (the “2028 Senior Notes” and together with the 2025 Senior Notes, the "Senior Notes"). The 2028 Senior Notes will mature on April 1, 2028. Interest on the 2028 Senior Notes accrues at a rate of 6.125% per annum, payable semi-annually in arrears on April 1 and October 1 of each year. At any time prior to April 1, 2024, the Company may redeem some or all of the 2028 Senior Notes at a price equal to 100% of the principal amount of the 2028 Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the date of redemption plus a make-whole premium. During the first quarter of 2022, the Company repurchased $97.5 million of 2028 Senior Notes at an average purchase price of 87.9% of par which resulted in a $10.5 million gain on extinguishment of debt recorded in other interest expense on the consolidated statement of operations. The Company

may also redeem the 2028 Senior Notes, in whole or in part, at any time on or after April 1, 2024 at various redemption prices. In addition, subject to certain conditions at any time prior to April 1, 2024, the Company may redeem up to 40% of the principal amount of the 2028 Senior Notes with the proceeds of certain equity offerings at a redemption price of 106.125% of the principal amount of the 2028 Senior Notes, together with accrued and unpaid interest, if any, to, but not including, the date of redemption. At September 30, 2022, there was $502.5 million in 2028 Senior Notes outstanding and $5.8 million in unamortized deferred financing costs.

Interest Expense

Interest expense on all outstanding debt obligations with variable rates is paid based on LIBOR, or other alternative base rate such as SOFR, plus a margin ranging from 0.70% - 3.50%.

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INCOME TAXES

9 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

The Company’s income tax expense varies from the expense that would be expected based on statutory rates due principally to its organizational structure. As part of the completion of the IPO, the Company became a C Corporation subject to federal, state, and local income taxes with respect to its share of net taxable income of LD Holdings.

As of September 30, 2022 and December 31, 2021, the Company had a deferred tax asset before any valuation allowance of $0.1 million and $0.4 million, respectively, and a deferred tax liability of $135.2 million and $193.4 million, respectively. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. The deferred tax liability as of September 30, 2022 and December 31, 2021 relate to temporary differences in the book basis as compared to the tax basis of loanDepot, Inc.’s investment in LD Holdings, net of tax benefits from future deductions for payments made under a Tax Receivable Agreement (“TRA”) as a result of the IPO. Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and the Company’s effective tax rate in the future. Deferred income taxes are measured using the applicable tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on the tax rates that have been enacted at the reporting date. The Company measured its deferred tax assets and liabilities at September 30, 2022 and December 31, 2021 using the combined federal and state rate (less federal benefit) of 26%. The Company establishes a valuation allowance when it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. As of September 30, 2022, the Company did not have a valuation allowance on any deferred tax assets as the Company believes it is more-likely-than-not that the Company will realize the benefits of the deferred tax assets. The Company recognized a TRA liability of $47.8 million and $32.9 million as of September 30, 2022 and December 31, 2021, respectively, which represents the Company’s estimate of the aggregate amount that it will pay under the TRA, refer to Note 15- Commitments and Contingencies, for further information on the TRA liability.

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2022

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONSIn conjunction with its joint ventures, the Company entered into agreements to provide services to joint ventures for which it receives and pays fees. Such services include loan processing and administrative services (legal, accounting, human resources, data processing and management information, assignment processing, post-closing, underwriting, facilities management, quality control, management consulting, risk management, promotions, public relations, advertising and compliance with credit agreements). The Company also pays the joint ventures a broker fee for referrals of eligible mortgage loans.

Fees earned, costs incurred, and amounts payable to or receivable from joint ventures were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Loan processing and administrative services fee income	$	4,876	$	3,650	$	12,754	$	10,757
Loan origination broker fees expense	$	31,917	$	22,749	$	81,843	$	63,457

	September 30, 2022		December 31, 2021
Amounts (payable) receivable from joint ventures	$	(8,136)	$	1,855

The Company paid management fees to a shareholder of the Company of $0.2 million during the nine months ended September 30, 2021. The Company employed certain individuals who provided services to a shareholder whose salaries totaled $0.2 million during the nine months ended September 30, 2022 and $0.1 million and $0.3 million during three and nine months ended September 30, 2021, respectively.

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EQUITY

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

EQUITY

EQUITY

The Continuing LLC Members have the right to exchange one Holdco Unit and one share of Class B common stock or Class C common stock, as applicable, together for cash or one share of Class A common stock at the Company’s election, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications. The Company consolidates the financial results of LD Holdings and reports noncontrolling interest related to the interests held by the Continuing LLC Members.

The noncontrolling interest of $0.6 billion and $1.1 billion as of September 30, 2022 and December 31, 2021, respectively, represented the economic interest in LD Holdings held by the Continuing LLC Members. As Continuing LLC Members convert shares, noncontrolling interest is adjusted to proportionately reduce the economic interest in LD Holdings with an offset to additional paid-in-capital on the consolidated statements of equity. The following table summarizes the ownership of LD Holdings as of September 30, 2022.

Holding Member Interests:	Holdco Units	Ownership Percentage
loanDepot, Inc.	165,002,738	52.53%
Continuing LLC Members	149,130,538	47.47%
Total	314,133,276	100.00%

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EARNINGS (LOSS) PER SHARE

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

EARNINGS (LOSS) PER SHARE

EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share of Class A common stock and Class D common stock is computed by dividing net income (loss) attributable to loanDepot, Inc. by the weighted-average number of shares of Class A common stock and Class D common stock, respectively, outstanding during the period. Diluted earnings (loss) per share of Class A common stock and Class D common stock is computed by dividing net income (loss) attributable to loanDepot, Inc. by the weighted-average number of shares of Class A common stock and Class D common stock respectively, outstanding adjusted to give effect to potentially dilutive securities.

The basic and diluted earnings per share period for the nine months ended September 30, 2021 represents the period after February 11, 2021, wherein the Company had outstanding Class A common stock and Class D common stock. There was no Class B common stock outstanding as of September 30, 2022 and 2021. The following table sets forth the calculation of basic and diluted earnings (loss) per share for Class A common stock and Class D common stock:

	Three Months Ended						Nine Months Ended
	September 30, 2022						September 30, 2022
	Class A		Class D		Total		Class A		Class D		Total
Net loss attributable to loanDepot, Inc.	$	(24,200)	$	(35,881)	$	(60,081)	$	(70,421)	$	(125,330)	$	(195,750)
Weighted average shares - basic	65,437,698		97,026,671		162,464,369		54,611,035		97,192,893		151,803,928
Loss per share - basic	$	(0.37)	$	(0.37)	$	(0.37)	$	(1.29)	$	(1.29)	$	(1.29)
Diluted loss per share:
Net loss allocated to common stockholders - diluted	$	(24,200)	$	(35,881)	$	(60,081)	$	(70,421)	$	(125,330)	$	(195,751)
Weighted average shares - diluted	65,437,698		97,026,671		162,464,369		54,611,035		97,192,893		151,803,928
Loss per share - diluted	$	(0.37)	$	(0.37)	$	(0.37)	$	(1.29)	$	(1.29)	$	(1.29)

	Three Months Ended						Nine Months Ended
	September 30, 2021						September 30, 2021
	Class A		Class D		Total		Class A		Class D		Total
Net income attributable to loanDepot, Inc.	$	6,052	$	45,423	$	51,475	$	9,233	$	95,678	$	104,911
Weighted average shares - basic	15,318,921		114,978,644		130,297,565		11,259,896		116,681,435		127,941,331
Earnings per share - basic	$	0.40	$	0.40	$	0.40	$	0.82	$	0.82	$	0.82
Diluted income per share:
Net income allocated to common stockholders - diluted	$	6,052	$	45,423	$	51,475	$	9,233	$	95,678	$	104,911
Weighted average shares - diluted	15,318,921		114,978,644		130,297,565		11,259,896		116,681,435		127,941,331
Earnings per share - diluted	$	0.40	$	0.40	$	0.40	$	0.82	$	0.82	$	0.82

For the three and nine months ended September 30, 2022, 156,677,534 and 167,796,888 shares of Class C common stock were evaluated for the assumed exchange of noncontrolling interests and determined to be anti-dilutive, and thus were excluded from the computation of diluted loss per share.

For the three and nine months ended September 30, 2022, 14,869,764 and 12,907,024 of Class A RSUs and nonqualified stock options were determined to be anti-dilutive, and thus excluded from the computation of diluted loss per share.

For the three months ended September 30, 2021, 191,579,524 shares of Class C common stock were evaluated for the assumed exchange of noncontrolling interests and determined to be anti-dilutive, and thus were excluded from the computation of diluted earnings per share. For the period from February 11, 2021 to September 30, 2021, 195,111,599 shares of Class C common stock were evaluated for the assumed exchange of noncontrolling interests and determined to be anti-dilutive, and thus were excluded from the computation of diluted earnings per share.

For the three months ended September 30, 2021, 1,405,281 of RSUs were determined to be anti-dilutive, and thus excluded from the computation of diluted earnings per share. For the period from February 11, 2021 to September 30, 2021, 1,008,758 of RSUs were determined to be anti-dilutive, and thus excluded from the computation of diluted earnings per share.

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Escrow Services

In conducting its operations, the Company, through its wholly-owned subsidiaries, LDSS and ACT, routinely hold customers' assets in escrow pending completion of real estate financing transactions. These amounts are maintained in segregated bank accounts and are offset with the related liabilities resulting in no amounts reported in the accompanying consolidated balance sheets. The balances held for the Company’s customers totaled $8.0 million and $21.1 million at September 30, 2022 and December 31, 2021, respectively.

Legal Proceedings

The Company is a defendant in, or a party to, legal actions and proceedings that arise in the ordinary course of business. In some of these actions and proceedings, claims for monetary damages are asserted against the Company. These matters include actions alleging improper lending practices, improper servicing, quiet title actions, improper foreclosure practices, violations of consumer protection laws, etc. and on account of consumer bankruptcies. In many of these actions, the Company may not be the real party of interest (because the Company is not the servicer of the loan or the holder of the note) but it may appear in the pleadings because it is in the chain of title to property over which there may be a dispute. Such matters may be indemnified and managed by the appropriate party, which may be the Company’s subservicer. In other cases, such as lien avoidance cases brought in bankruptcy, the Company is insured by title insurance, and the case is turned over to the title insurer who tenders the Company’s defense. In some of these actions and proceedings, claims for monetary damages are asserted against the Company. In view of the inherent difficulty of predicting the outcome of such legal actions and proceedings, the Company generally cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss related to each pending matter may be, if any.

The Company seeks to resolve all litigation and regulatory matters in the manner management believes is in the best interest of the Company and contests liability, allegations of wrongdoing, and, where applicable, the amount of damages or scope of any penalties or other relief sought as appropriate in each pending matter. On at least a quarterly basis, the Company assesses its liabilities and contingencies in connection with outstanding legal and regulatory proceedings utilizing the latest information available. Any estimated loss is subject to significant judgment and is based upon currently available information, a variety of assumptions, and known and unknown uncertainties. Where available information indicates that it is probable a liability has been incurred and the Company can reasonably estimate the amount of the loss, an accrued liability is established. The actual costs of resolving these proceedings may be substantially higher or lower than the amounts accrued.

Employment Litigation

On December 24, 2020, the Company received a demand letter from one of the senior members of its operations team alleging, among other things, loan origination noncompliance and various employment related claims, including hostile work environment and gender discrimination, with unspecified damages. The executive has since resigned her position with the Company. The parties participated in pre-litigation mediation in May 2021. The parties did not resolve the matter at mediation and a complaint was filed with the Superior Court of the State of California, County of Orange on September 21, 2021 and an amended complaint was filed on December 21, 2021. In response, on February 2, 2022 the Company filed a demurrer to the complaint with the Superior Court of the State of California, County of Orange, for failing to state facts sufficient to constitute a cause of action while still vigorously denying the claims within the complaint. On March 24, 2022, the plaintiff filed her opposition to loanDepot’s demurrer. On March 29, 2022, the Company filed its reply to Plaintiff’s opposition. A hearing was held on the Company’s demurrer on May 12, 2022, at the Superior Court of the State of California, County of Orange. The court sustained the Company’s demurrer in full. On June 30, 2022, the Company filed its answer and affirmative defenses to the amended complaint. The plaintiff seeks damages in excess of $75 million. The Company believes this lawsuit is without merit and intends to vigorously defend against it. Discovery in this matter is still ongoing.

While the Company’s management does not believe these allegations have merit, defending such allegations could result in substantial costs and a diversion of management’s attention and resources.

The ultimate outcome of the other legal proceedings is uncertain, and the amount of any future potential loss is not considered probable or estimable. The Company will incur defense costs and other expenses in connection with these legal proceedings. If the final resolution of any legal proceedings is unfavorable, it could have a material adverse effect on the Company’s business and financial condition.

Based on the Company’s current understanding of these pending legal actions and proceedings, management does not believe that judgments or settlements arising from pending or threatened legal matters, individually or in the aggregate, will have a material adverse effect on the consolidated financial position, operating results or cash flows of the Company. However, unfavorable resolutions could affect the consolidated financial position, results of operations or cash flows for the years in which they are resolved.

Regulatory Requirements

The Company is subject to various capital requirements by the U.S. Department of Housing and Urban Development (“HUD”); lenders of the warehouse lines of credit; and secondary markets investors. Failure to maintain minimum capital requirements could result in the inability to participate in HUD-assisted mortgage insurance programs, to borrow funds from warehouse line lenders or to sell or service mortgage loans. As of September 30, 2022, the Company was in compliance with its selling and servicing capital requirements.

Commitments to Extend Credit

The Company enters into IRLCs with customers who have applied for residential mortgage loans and meet certain credit and underwriting criteria. These commitments expose the Company to market risk if interest rates change and the loan is not economically hedged or committed to an investor. The Company is also exposed to credit loss if the loan is originated and not sold to an investor and the customer does not perform. The collateral upon extension of credit typically consists of a first deed of trust in the mortgagor’s residential property. Commitments to originate loans do not necessarily reflect future cash requirements as some commitments are expected to expire without being drawn upon. Total commitments to originate loans as of September 30, 2022 and December 31, 2021 approximated $4.8 billion and $12.7 billion, respectively. These loan commitments are treated as derivatives and are carried at fair value, refer to Note 6- Derivative Financial Instruments and Hedging Activities for further information on derivatives.

Loan Loss Obligation for Sold Loans

When the Company sells mortgage loans, it makes customary representations and warranties to the purchasers about various characteristics of each loan such as the origination and underwriting guidelines, including but not limited to the validity of the lien securing the loan, property eligibility, borrower credit, income and asset requirements, and compliance with applicable federal, state and local law. The Company establishes a loan repurchase reserve for losses associated with repurchase loan obligations if the Company breached a representation or warranty given to the loan purchaser. Additionally, the Company’s loan loss obligation for sold loans includes an estimate for losses associated with early payoffs and early payment defaults. There have been charge-offs associated with early payoffs, early payment defaults and losses related to representations, warranties, and other provisions for the three and nine months ended September 30, 2022 and 2021.

The activity related to the loan loss obligation for sold loans is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Balance at beginning of period	$	85,873	$	26,626	$	29,877	$	33,591
Provision for loan loss obligations	12,932		2,456		108,550		2,723
Charge-offs	(29,879)		(2,094)		(69,501)		(9,326)
Balance at end of period	$	68,926	$	26,988	$	68,926	$	26,988

Obligation for Sold MSRs

The Company recognizes sales of mortgage servicing rights as sales if title passes, if substantially all risks and rewards of ownership have irrevocably passed to the purchaser, and any protection provisions retained by the Company are minor and can be reasonably estimated.  If a sale is recognized and only minor protection provisions exist, a liability for the estimated obligation associated with those provisions is recorded in accounts payable, accrued expenses and other liabilities on the consolidated balance sheet. The Company establishes a reserve related to the reimbursement of the purchase price for any loans that are prepaid in full within 90 days of the MSR sale transaction. The obligation for sold MSRs was $6.5 million and $0.4 million as of September 30, 2022 and December 31, 2021, respectively

TRA Liability

As part of the IPO and reorganization, the Company entered into a TRA with Parthenon Stockholders and certain Continuing LLC Members, whereby loanDepot, Inc. will be obligated to pay such parties or their permitted assignees, 85% of the amount of cash tax savings, if any, in U.S. federal, state, and local taxes that loanDepot, Inc. realizes, or is deemed to realize as a result of future tax benefits from increases in tax basis. The TRA liability is accounted for as a contingent liability with amounts accrued when deemed probable and estimable. The Company recognized a TRA liability of $47.8 million and $32.9 million as of September 30, 2022 and December 31, 2021, respectively, which represents the Company’s estimate of the aggregate amount that it will pay under the TRA as a result of the offering transaction. The amounts payable under the TRA will vary depending on a number of factors, such as the amount and timing of taxable income attributable to loanDepot, Inc.

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REGULATORY CAPITAL AND LIQUIDITY REQUIREMENTS

9 Months Ended

Sep. 30, 2022

Mortgage Banking [Abstract]

REGULATORY CAPITAL AND LIQUIDITY REQUIREMENTS

REGULATORY CAPITAL AND LIQUIDITY REQUIREMENTS

The Company, through certain subsidiaries, is required to maintain minimum net worth, liquidity and other financial requirements specified in certain of its selling and servicing agreements, including:

•Ginnie Mae single-family issuers. The eligibility requirements include net worth of $2.5 million plus 0.35% of outstanding Ginnie Mae single-family obligations and a liquidity requirement equal to the greater of $1.0 million or 0.10% of outstanding Ginnie Mae single-family securities.

•Fannie Mae and Freddie Mac. The eligibility requirements for seller/servicers include tangible net worth of $2.5 million plus 0.25% of the Company’s total single-family servicing portfolio, excluding loans subserviced for others

and a liquidity requirement equal to 0.035% of the aggregate UPB serviced for the agencies plus 2.0% of total nonperforming agency servicing UPB in excess of 6%.

•HUD. The eligibility requirements include a minimum adjusted net worth of $1.0 million plus 1% of the total volume in excess of $25.0 million of FHA Single Family Mortgages originated, underwritten, serviced, and/or purchased during the prior fiscal year, up to a maximum required adjusted net worth of $2.5 million.

•Fannie Mae, Freddie Mac and Ginnie Mae. The Company is also required to hold a ratio of Adjusted/Tangible Net Worth to Total Assets greater than 6%.

To the extent that these requirements are not met, the Company may be subject to a variety of regulatory actions which could have a material adverse impact on our results of operations and financial condition. The most restrictive of the minimum net worth and capital requirements require the Company to maintain a minimum adjusted net worth balance of $125.3 million as of September 30, 2022. The Company was in compliance with the net worth, liquidity and other financial requirements of its selling and servicing requirements as of September 30, 2022.

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DESCRIPTION OF BUSINESS, PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Consolidation

Consolidation and Basis of Presentation

The Company's consolidated financial statements are prepared in accordance with U.S. GAAP as codified in the Financial Accounting Standards Board's (“FASB”) Accounting Standards Codification (“ASC” or the “Codification”).

ASC 250 requires that a change in the reporting entity or the consummation of a transaction accounted for in a manner similar to a pooling of interests, i.e., a reorganization of entities under common control, be retrospectively applied to the financial statements of all prior periods when the financial statements are issued for a period that includes the date the change in reporting entity or the transaction occurred. Prior to the IPO, the Company completed a reorganization where LLC units in LD Holdings held by certain members (“Continuing LLC Members) were exchanged on a one-for-one basis for Class A holding units (“Holdco Units”) and Class C common stock. LD Holdings continues to be a holding company and has no material assets other than its equity interests in its direct subsidiaries consisting of a 99.99% ownership in LDLLC (the majority asset of the group), and 100% equity ownership in ART, LDSS, Mello, and MCS. As a result of the IPO and reorganization, loanDepot, Inc. became a holding company, its sole material asset is its equity interest in LD Holdings and as the sole managing member of LD Holdings, loanDepot, Inc. indirectly operates and controls all of LD Holdings’ business and affairs. The IPO and reorganization were considered transactions between entities under common control. The financial results of LD Holdings and

its subsidiaries are consolidated with loanDepot, Inc, and the consolidated net earnings or loss are allocated to the noncontrolling interest to reflect the entitlement of the Continuing LLC Members.

The accompanying consolidated financial statements include all of the assets, liabilities, and results of operations of the Company and consolidated variable interest entities (“VIEs”) in which the Company is the primary beneficiary. VIEs are entities that have a total equity investment at risk that is insufficient to permit the entity to finance its activities without additional subordinated financial support, whose equity investors at risk lack the ability to control the entity's activities, or is structured with non-substantive voting rights. The Company evaluates its associations with VIEs, both at inception and when there is a change in circumstance that requires reconsideration, to determine if the Company is the primary beneficiary and consolidation is required. A primary beneficiary is defined as a variable interest holder that has a controlling financial interest. A controlling financial interest requires both: (a) the power to direct the activities that most significantly impact the VIEs’ economic performance, and (b) the obligation to absorb losses or receive benefits of a VIE that could potentially be significant to the VIE. The Company has not provided financial or other support during the periods presented to any VIE that it was not previously contractually required to provide. Other entities that the Company does not consolidate, but for which it has significant influence over operating and financial policies, are accounted for using the equity method. All intercompany accounts and transactions have been eliminated in consolidation.

Certain items in prior periods were reclassified to conform to the current presentation. To conform to the current period presentation, servicing expense on the consolidated statements of operations includes subservicing expense and in-house servicing expense.

The Company has evaluated subsequent events for recognition or disclosure through the date of this report and has not identified any recordable or disclosable events that were not already reported in these consolidated financial statements or notes thereto.

Basis of Presentation

Consolidation and Basis of Presentation

The Company's consolidated financial statements are prepared in accordance with U.S. GAAP as codified in the Financial Accounting Standards Board's (“FASB”) Accounting Standards Codification (“ASC” or the “Codification”).

ASC 250 requires that a change in the reporting entity or the consummation of a transaction accounted for in a manner similar to a pooling of interests, i.e., a reorganization of entities under common control, be retrospectively applied to the financial statements of all prior periods when the financial statements are issued for a period that includes the date the change in reporting entity or the transaction occurred. Prior to the IPO, the Company completed a reorganization where LLC units in LD Holdings held by certain members (“Continuing LLC Members) were exchanged on a one-for-one basis for Class A holding units (“Holdco Units”) and Class C common stock. LD Holdings continues to be a holding company and has no material assets other than its equity interests in its direct subsidiaries consisting of a 99.99% ownership in LDLLC (the majority asset of the group), and 100% equity ownership in ART, LDSS, Mello, and MCS. As a result of the IPO and reorganization, loanDepot, Inc. became a holding company, its sole material asset is its equity interest in LD Holdings and as the sole managing member of LD Holdings, loanDepot, Inc. indirectly operates and controls all of LD Holdings’ business and affairs. The IPO and reorganization were considered transactions between entities under common control. The financial results of LD Holdings and

its subsidiaries are consolidated with loanDepot, Inc, and the consolidated net earnings or loss are allocated to the noncontrolling interest to reflect the entitlement of the Continuing LLC Members.

The accompanying consolidated financial statements include all of the assets, liabilities, and results of operations of the Company and consolidated variable interest entities (“VIEs”) in which the Company is the primary beneficiary. VIEs are entities that have a total equity investment at risk that is insufficient to permit the entity to finance its activities without additional subordinated financial support, whose equity investors at risk lack the ability to control the entity's activities, or is structured with non-substantive voting rights. The Company evaluates its associations with VIEs, both at inception and when there is a change in circumstance that requires reconsideration, to determine if the Company is the primary beneficiary and consolidation is required. A primary beneficiary is defined as a variable interest holder that has a controlling financial interest. A controlling financial interest requires both: (a) the power to direct the activities that most significantly impact the VIEs’ economic performance, and (b) the obligation to absorb losses or receive benefits of a VIE that could potentially be significant to the VIE. The Company has not provided financial or other support during the periods presented to any VIE that it was not previously contractually required to provide. Other entities that the Company does not consolidate, but for which it has significant influence over operating and financial policies, are accounted for using the equity method. All intercompany accounts and transactions have been eliminated in consolidation.

Certain items in prior periods were reclassified to conform to the current presentation. To conform to the current period presentation, servicing expense on the consolidated statements of operations includes subservicing expense and in-house servicing expense.

The Company has evaluated subsequent events for recognition or disclosure through the date of this report and has not identified any recordable or disclosable events that were not already reported in these consolidated financial statements or notes thereto.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Management has made significant estimates in certain areas, including determining the fair value of loans held for sale, servicing rights, derivative assets and derivative liabilities, trading securities, awards granted under the incentive equity plan, determining the loan loss obligation on sold loans and MSRs, and goodwill impairment. Actual results could differ from those estimates.

Concentration of Risk

Concentration of Risk

The Company has concentrated its credit risk for cash by maintaining deposits in several financial institutions, which may at times exceed amounts covered by insurance provided by the Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk related to cash.

Due to the nature of the mortgage lending industry, changes in interest rates may significantly impact revenue from originating mortgages and subsequent sales of loans to investors, which are the primary source of income for the Company. The Company originates mortgage loans on property located throughout the United States, with loans originated for property located in California totaling approximately 22% of total loan originations for the nine months ended September 30, 2022.

The Company sells mortgage loans to various third-party investors. Three investors accounted for 30%, 27%, and 21% of the Company’s loan sales for the nine months ended September 30, 2022. No other investors accounted for more than 5% of the loan sales for the nine months ended September 30, 2022.

The Company funds loans through warehouse and other lines of credit. As of September 30, 2022, 15% and 17% of the Company's warehouse lines were payable to two separate lenders.

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FAIR VALUE (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following tables present the carrying amount and estimated fair value of financial instruments included in the consolidated financial statements.

	September 30, 2022
	Carrying Amount		Estimated Fair Value
			Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	1,143,948	$	1,143,948	$	—	$	—
Restricted cash	160,926		160,926		—		—
Loans held for sale, at fair value	2,692,820		—		2,692,820		—
Derivative assets, at fair value	316,647		—		295,737		20,910
Servicing rights, at fair value	2,030,026		—		—		2,030,026
Trading securities, at fair value	97,210		—		97,210		—
Loans eligible for repurchase	554,892		—		554,892		—
Liabilities
Warehouse and other lines of credit	$	2,529,436	$	—	$	2,529,436	$	—
Derivative liabilities, at fair value	149,837		26,123		38,086		85,628
Servicing rights, at fair value	16,757		—		—		16,757
Debt obligations:
Secured credit facilities	1,092,977		—		1,094,433		—
Term Notes	199,540		—		200,000		—
Senior Notes	991,187		—		561,900		—
Liability for loans eligible for repurchase	554,892		—		554,892		—

	December 31, 2021
	Carrying Amount		Estimated Fair Value
			Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	419,571	$	419,571	$	—	$	—
Restricted cash	201,025		201,025		—		—
Loans held for sale, at fair value	8,136,817		—		8,136,817		—
Derivative assets, at fair value	194,665		4,924		5,358		184,383
Servicing rights, at fair value	2,006,712		—		—		2,006,712
Trading securities, at fair value	72,874		—		72,874		—
Loans eligible for repurchase	363,373		—		363,373		—
Liabilities
Warehouse and other lines of credit	$	7,457,199	$	—	$	7,457,199	$	—
Derivative liabilities, at fair value	37,797		31,070		2,964		3,763
Servicing rights, at fair value	7,310		—		—		7,310
Debt obligations:
Secured credit facilities	343,759		—		345,596		—
Term Notes	199,133		—		200,000		—
Senior Notes	1,085,316		—		1,057,977		—
Liability for loans eligible for repurchase	363,373		—		363,373		—

Financial Statement Items Measured at Fair Value on a Recurring Basis

The following tables presents the Company’s assets and liabilities that are measured at fair value on a recurring basis by fair value hierarchy as of the dates indicated.

	September 30, 2022
	Recurring Fair Value Measurements of Assets and Liabilities Using:
	Quoted Market Prices in Active Markets for Identical Assets  (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value Measurements
Fair value through net income:
Assets:
Loans held for sale	$	—	$	2,692,820	$	—	$	2,692,820
Trading securities	—		97,210		—		97,210
Derivative assets:
Interest rate lock commitments	—		—		20,910		20,910
Forward sale contracts	—		295,737		—		295,737
Servicing rights	—		—		2,030,026		2,030,026
Total assets at fair value	$	—	$	3,085,767	$	2,050,936	$	5,136,703
Liabilities:
Derivative liabilities:
Interest rate lock commitments	$	—	$	—	$	85,628	$	85,628
Interest rate swap futures	19,480		—		—		19,480
Forward sale contracts	—		38,086		—		38,086
Put options on treasuries	6,643		—		—		6,643
Servicing rights	—		—		16,757		16,757
Total liabilities at fair value	$	26,123	$	38,086	$	102,385	$	166,594

	December 31, 2021
	Recurring Fair Value Measurements of Assets and Liabilities Using:
	Quoted Market Prices in Active Markets for Identical Assets  (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value Measurements
Fair value through net income:
Assets:
Loans held for sale	$	—	$	8,136,817	$	—	$	8,136,817
Trading securities	—		72,874		—		72,874
Derivative assets:
Interest rate lock commitments	—		—		184,383		184,383
Forward sale contracts	—		5,358		—		5,358
Interest rate swap futures	4,924		—		—		4,924
Servicing rights	—		—		2,006,712		2,006,712
Total assets at fair value	$	4,924	$	8,215,049	$	2,191,095	$	10,411,068
Liabilities:
Derivative liabilities:
Interest rate lock commitments	$	—	$	—	$	3,763	$	3,763
Forward sale contracts	—		2,964		—		2,964
Put options on treasuries	31,070		—		—		31,070
Servicing rights	—		—		7,310		7,310
Total liabilities at fair value	$	31,070	$	2,964	$	11,073	$	45,107

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation

The following presents the changes in the Company’s assets and liabilities that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Three Months Ended September 30, 2022				Nine Months Ended September 30, 2022
	IRLCs, net		Servicing Rights, net		IRLCs, net		Servicing Rights, net
Balance at beginning of period	$	57,605	$	2,204,593	$	180,620	$	1,999,402
Total net gains or losses included in earnings (realized and unrealized)	22,112		140,598		279,266		765,143
Sales and settlements
Sales			(331,922)				(751,276)
Settlements (1)	(102,686)		—		(374,144)		—
Transfers of IRLCs to closed loans	(41,749)		—		(150,460)		—
Balance at end of period	$	(64,718)	$	2,013,269	$	(64,718)	$	2,013,269

(1)Funded amount for IRLCs.

	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021
	IRLCs, net		Servicing Rights, net		IRLCs, net		Servicing Rights, net
Balance at beginning of period	$	333,081	$	1,776,395	$	647,045	$	1,124,302
Total net gains or losses included in earnings (realized and unrealized)	640,372		233,166		1,749,343		1,079,525
Sales and settlements
Sales	—		(172,867)		—		(367,133)
Settlements (1)	(558,918)		—		(1,585,368)		—
Transfers of IRLCs to closed loans	(155,325)		—		(551,810)		—
Balance at end of period	$	259,210	$	1,836,694	$	259,210	$	1,836,694

(1)Funded amount for IRLCs.

The following presents the gains and losses included in earnings relating to the Company’s assets and liabilities that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Three Months Ended September 30, 2022				Nine Months Ended September 30, 2022
	IRLCs, net (1)		Servicing Rights, net(2)		IRLCs, net (1)		Servicing Rights, net(3)
Total net (losses) gains included in earnings	$	(122,323)	$	140,598	$	(245,338)	$	765,143
Change in unrealized (losses) gains relating to assets and liabilities still held at period end	$	(64,718)	$	150,534	$	(64,718)	$	683,413

(1)Gains (losses) included in gain on origination and sale of loans, net.

(2)Includes $124.2 million in gains included in gain on origination and sale of loans, net and $16.4 million of gains included in change in fair value of servicing rights, net, for the three months ended September 30, 2022.

(3)Includes $574.5 million in gains included in gain on origination and sale of loans, net and $190.7 million of gains included in change in fair value of servicing rights, net, for the nine months ended September 30, 2022.

	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021
	IRLCs, net (1)		Servicing Rights, net(2)		Interest Rate Lock Commitments(1)		Servicing Rights, net(3)
Total net (losses) gains included in earnings	$	(73,871)	$	233,166	$	(387,835)	$	1,079,525
Change in unrealized gains relating to assets and liabilities still held at period end	$	259,210	$	326,527	$	259,210	$	1,126,433

(1)(Losses) gains included in gain on origination and sale of loans, net.

(2)Includes $345.9 million in gains included in gain on origination and sale of loans, net and $112.7 million in losses included in change in fair value of servicing rights, net, for the three months ended September 30, 2021.

(3)Includes $1.3 billion in gains included in gain on origination and sale of loans, net and $223.4 million of losses included in change in fair value of servicing rights, net, for the nine months ended September 30, 2021.

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The following presents the changes in the Company’s assets and liabilities that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Three Months Ended September 30, 2022				Nine Months Ended September 30, 2022
	IRLCs, net		Servicing Rights, net		IRLCs, net		Servicing Rights, net
Balance at beginning of period	$	57,605	$	2,204,593	$	180,620	$	1,999,402
Total net gains or losses included in earnings (realized and unrealized)	22,112		140,598		279,266		765,143
Sales and settlements
Sales			(331,922)				(751,276)
Settlements (1)	(102,686)		—		(374,144)		—
Transfers of IRLCs to closed loans	(41,749)		—		(150,460)		—
Balance at end of period	$	(64,718)	$	2,013,269	$	(64,718)	$	2,013,269

(1)Funded amount for IRLCs.

	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021
	IRLCs, net		Servicing Rights, net		IRLCs, net		Servicing Rights, net
Balance at beginning of period	$	333,081	$	1,776,395	$	647,045	$	1,124,302
Total net gains or losses included in earnings (realized and unrealized)	640,372		233,166		1,749,343		1,079,525
Sales and settlements
Sales	—		(172,867)		—		(367,133)
Settlements (1)	(558,918)		—		(1,585,368)		—
Transfers of IRLCs to closed loans	(155,325)		—		(551,810)		—
Balance at end of period	$	259,210	$	1,836,694	$	259,210	$	1,836,694

(1)Funded amount for IRLCs.

The following presents the gains and losses included in earnings relating to the Company’s assets and liabilities that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Three Months Ended September 30, 2022				Nine Months Ended September 30, 2022
	IRLCs, net (1)		Servicing Rights, net(2)		IRLCs, net (1)		Servicing Rights, net(3)
Total net (losses) gains included in earnings	$	(122,323)	$	140,598	$	(245,338)	$	765,143
Change in unrealized (losses) gains relating to assets and liabilities still held at period end	$	(64,718)	$	150,534	$	(64,718)	$	683,413

(1)Gains (losses) included in gain on origination and sale of loans, net.

(2)Includes $124.2 million in gains included in gain on origination and sale of loans, net and $16.4 million of gains included in change in fair value of servicing rights, net, for the three months ended September 30, 2022.

(3)Includes $574.5 million in gains included in gain on origination and sale of loans, net and $190.7 million of gains included in change in fair value of servicing rights, net, for the nine months ended September 30, 2022.

	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021
	IRLCs, net (1)		Servicing Rights, net(2)		Interest Rate Lock Commitments(1)		Servicing Rights, net(3)
Total net (losses) gains included in earnings	$	(73,871)	$	233,166	$	(387,835)	$	1,079,525
Change in unrealized gains relating to assets and liabilities still held at period end	$	259,210	$	326,527	$	259,210	$	1,126,433

(1)(Losses) gains included in gain on origination and sale of loans, net.

(2)Includes $345.9 million in gains included in gain on origination and sale of loans, net and $112.7 million in losses included in change in fair value of servicing rights, net, for the three months ended September 30, 2021.

(3)Includes $1.3 billion in gains included in gain on origination and sale of loans, net and $223.4 million of losses included in change in fair value of servicing rights, net, for the nine months ended September 30, 2021.

Fair Value Measurement Inputs and Valuation Techniques

The following table presents quantitative information about the valuation techniques and unobservable inputs applied to Level 3 fair value measurements for financial instruments measured at fair value on a recurring basis:

	September 30, 2022				December 31, 2021
Unobservable Input	Range of inputs			Weighted Average (2)	Range of inputs			Weighted Average (2)
IRLCs:
Pull-through rate	6.2%	-	99.9%	80.2%	0.3%	-	99.3%	74.2%
Servicing rights
Discount rate(1)	4.9%	-	14.9%	6.3%	4.5%	-	9.0%	5.8%
Prepayment rate(1)	5.5%	-	19.0%	7.0%	8.4%	-	18.7%	10.2%
Cost to service (per loan)	$62	-	$143	$86	$70	-	$114	$82

(1)The Company estimates the fair value of MSRs using an option-adjusted spread (“OAS”) model, which projects MSR cash flows over multiple interest rate scenarios in conjunction with the Company’s prepayment model, and then discounts these cash flows at risk-adjusted rates.

(2)Weighted average inputs are based on the committed amounts for IRLCs and the UPB of the underlying loans for servicing rights.

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BALANCE SHEET NETTING (Tables)

9 Months Ended

Sep. 30, 2022

Offsetting [Abstract]

Offsetting Assets

The table below represents financial assets and liabilities that are subject to master netting arrangements or similar agreements categorized by financial instrument, together with corresponding financial instruments and corresponding collateral received or pledged. In circumstances where right of set off criteria is met, the related asset and liability are presented in a net position on the consolidated balance sheets. Warehouse and other lines of credit and secured debt obligations were secured by financial instruments with fair value that exceeded the liability amount recorded on the consolidated balance sheets as of September 30, 2022 and December 31, 2021, respectively.

	September 30, 2022
	Gross amounts recognized		Gross amounts offset in consolidated balance sheet		Net amounts presented in consolidated balance sheet		Gross amounts not offset in consolidated balance sheet				Net amount
							Financial instruments		Cash collateral
Assets:
Forward sale contracts	$	495,444	$	199,707	$	295,737	$	—	$	(193,934)	$	101,803
Total Assets	$	495,444	$	199,707	$	295,737	$	—	$	(193,934)	$	101,803
Liabilities:
Forward sale contracts	$	237,793	$	199,707	$	38,086	$	—	$	(1,054)	$	37,032
Put options on treasuries	6,643		—		6,643		—		(6,643)		—
Interest rate swap futures	19,480		—		19,480		—		(19,480)		—
Warehouse and other lines of credit	2,529,436		—		2,529,436		(2,529,436)		—		—
Secured debt obligations (1)	1,294,433		—		1,294,433		(1,294,433)		—		—
Total Liabilities	$	4,087,785	$	199,707	$	3,888,078	$	(3,823,869)	$	(27,177)	$	37,032

(1)Secured debt obligations as of September 30, 2022 included secured credit facilities and Term Notes.

	December 31, 2021
	Gross amounts recognized		Gross amounts offset in consolidated balance sheets		Net amounts presented in consolidated balance sheets		Gross amounts not offset in consolidated balance sheets				Net amount
							Financial instruments		Cash collateral
Assets:
Forward sale contracts	$	29,497	$	(24,139)	$	5,358	$	—	$	(1,447)	$	3,911
Interest rate swap futures	4,924		—		4,924		—		—		4,924
Total Assets	$	34,421	$	(24,139)	$	10,282	$	—	$	(1,447)	$	8,835
Liabilities:
Forward sale contracts	$	27,103	$	(24,139)	$	2,964	$	—	$	(1,736)	$	1,228
Put options on treasuries	31,070		—		31,070		—		—		31,070
Warehouse and other lines of credit	7,457,199		—		7,457,199		(7,457,199)		—		—
Secured debt obligations (1)	545,596		—		545,596		(545,596)		—		—
Total Liabilities	$	8,060,968	$	(24,139)	$	8,036,829	$	(8,002,795)	$	(1,736)	$	32,298

(1)Secured debt obligations as of December 31, 2021 included secured credit facilities and Term Notes.

Offsetting Liabilities

The table below represents financial assets and liabilities that are subject to master netting arrangements or similar agreements categorized by financial instrument, together with corresponding financial instruments and corresponding collateral received or pledged. In circumstances where right of set off criteria is met, the related asset and liability are presented in a net position on the consolidated balance sheets. Warehouse and other lines of credit and secured debt obligations were secured by financial instruments with fair value that exceeded the liability amount recorded on the consolidated balance sheets as of September 30, 2022 and December 31, 2021, respectively.

	September 30, 2022
	Gross amounts recognized		Gross amounts offset in consolidated balance sheet		Net amounts presented in consolidated balance sheet		Gross amounts not offset in consolidated balance sheet				Net amount
							Financial instruments		Cash collateral
Assets:
Forward sale contracts	$	495,444	$	199,707	$	295,737	$	—	$	(193,934)	$	101,803
Total Assets	$	495,444	$	199,707	$	295,737	$	—	$	(193,934)	$	101,803
Liabilities:
Forward sale contracts	$	237,793	$	199,707	$	38,086	$	—	$	(1,054)	$	37,032
Put options on treasuries	6,643		—		6,643		—		(6,643)		—
Interest rate swap futures	19,480		—		19,480		—		(19,480)		—
Warehouse and other lines of credit	2,529,436		—		2,529,436		(2,529,436)		—		—
Secured debt obligations (1)	1,294,433		—		1,294,433		(1,294,433)		—		—
Total Liabilities	$	4,087,785	$	199,707	$	3,888,078	$	(3,823,869)	$	(27,177)	$	37,032

(1)Secured debt obligations as of September 30, 2022 included secured credit facilities and Term Notes.

	December 31, 2021
	Gross amounts recognized		Gross amounts offset in consolidated balance sheets		Net amounts presented in consolidated balance sheets		Gross amounts not offset in consolidated balance sheets				Net amount
							Financial instruments		Cash collateral
Assets:
Forward sale contracts	$	29,497	$	(24,139)	$	5,358	$	—	$	(1,447)	$	3,911
Interest rate swap futures	4,924		—		4,924		—		—		4,924
Total Assets	$	34,421	$	(24,139)	$	10,282	$	—	$	(1,447)	$	8,835
Liabilities:
Forward sale contracts	$	27,103	$	(24,139)	$	2,964	$	—	$	(1,736)	$	1,228
Put options on treasuries	31,070		—		31,070		—		—		31,070
Warehouse and other lines of credit	7,457,199		—		7,457,199		(7,457,199)		—		—
Secured debt obligations (1)	545,596		—		545,596		(545,596)		—		—
Total Liabilities	$	8,060,968	$	(24,139)	$	8,036,829	$	(8,002,795)	$	(1,736)	$	32,298

(1)Secured debt obligations as of December 31, 2021 included secured credit facilities and Term Notes.

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LOANS HELD FOR SALE, AT FAIR VALUE (Tables)

9 Months Ended

Sep. 30, 2022

Receivables [Abstract]

Schedule of Unpaid Principal Balance of LHFS by Type of Loan

The following table represents the unpaid principal balance of LHFS by product type of loan as of September 30, 2022 and December 31, 2021:

	September 30, 2022				December 31, 2021
	Amount		%		Amount		%
Conforming - fixed	$	1,696,438	60	%	$	4,881,222	61	%
Conforming - ARM	33,501		1		351,408		4
Government - fixed	895,256		32		1,156,890		15
Government - ARM	2,509		—		10,906		—
Other - residential mortgage loans	187,200		7		1,576,858		20
Consumer loans	1,797		—		1,942		—
	2,816,701		100	%	7,979,226		100	%
Fair value adjustment	(123,881)				157,591
Total	$	2,692,820			$	8,136,817

Summary of Changes in Balance of Loans Held For Sale

A summary of the changes in the balance of loans held for sale is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Balance at beginning of period	$	4,656,338	$	9,120,653	$	8,136,817	$	6,955,424
Origination and purchase of loans	9,700,119		31,902,260		46,842,973		107,717,154
Sales	(11,728,053)		(32,200,708)		(52,409,647)		(106,414,376)
Repurchases	164,435		138,666		498,101		802,366
Principal payments	(18,822)		(53,316)		(119,708)		(119,822)
Fair value loss	(81,197)		(33,819)		(255,716)		(67,010)
Balance at end of period	$	2,692,820	$	8,873,736	$	2,692,820	$	8,873,736

Components of Gain on Origination and Sale of Loans, Net

Gain on origination and sale of loans, net is comprised of the following components:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
(Discount) premium from loan sales	$	(83,312)	$	674,782	$	(756,602)	$	1,552,668
Servicing rights additions	124,244		345,882		574,459		1,302,884
Unrealized gains (losses) from derivative assets and liabilities	113,913		42,984		82,110		(139,483)
Realized gains (losses) from derivative assets and liabilities	37,950		(156,514)		940,824		194,035
Discount points, rebates and lender paid costs	57,634		(49,585)		189,468		(193,043)
Fair value loss	(81,197)		(33,818)		(255,716)		(67,010)
Provision for loan loss obligation for loans sold	(12,932)		(2,456)		(108,550)		(2,723)
Total gain on origination and sale of loans, net	$	156,300	$	821,275	$	665,993	$	2,647,328

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SERVICING RIGHTS, AT FAIR VALUE (Tables)

9 Months Ended

Sep. 30, 2022

Transfers and Servicing [Abstract]

Summary of Outstanding Principal Balance of Servicing Rights

The outstanding principal balance of the servicing portfolio was comprised of the following:

	September 30, 2022		December 31, 2021
Conventional	$	103,719,089	$	127,270,097
Government	35,990,544		34,842,868
Total servicing portfolio	$	139,709,633	$	162,112,965

Summary of Unpaid Principal Balance Underlying Servicing Rights

A summary of the unpaid principal balance underlying servicing rights is as follows:

	September 30, 2022		December 31, 2021
Current loans	$	137,990,039	$	160,302,966
Loans 30 - 89 days delinquent	572,209		504,467
Loans 90 or more days delinquent or in foreclosure	1,147,385		1,305,532
Total servicing portfolio (1)	$	139,709,633	$	162,112,965

(1)At September 30, 2022 and December 31, 2021 0.2% and 0.6%, respectively, of the servicing portfolio was in forbearance as a result of payment relief efforts afforded to borrowers as a result of the Coronavirus Aid, Relief, and Economic Security Act and other regulatory guidance.

Summary of Changes in Servicing Rights

A summary of the changes in the balance of servicing rights, net of servicing rights liability is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Balance at beginning of period	$	2,204,593	$	1,776,395	$	1,999,402	$	1,124,302
Additions	124,244		345,882		574,459		1,302,884
Sales proceeds, net	(341,415)		(182,892)		(740,728)		(365,680)
Changes in fair value:
Due to changes in valuation inputs or assumptions	75,366		(3,461)		373,158		98,295
Due to collection/realization of cash flows	(49,519)		(99,230)		(193,022)		(323,107)
Balance at end of period	$	2,013,269	$	1,836,694	$	2,013,269	$	1,836,694

Summary of Components of Loan Servicing Fee Income

The following is a summary of the components of loan servicing fee income as reported in the Company’s consolidated statements of operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Contractual servicing fees	$	104,917	$	99,640	$	327,567	$	271,374
Late, ancillary and other fees	8,627		2,789		14,362		8,364
Servicing fee income	$	113,544	$	102,429	$	341,929	$	279,738

Summary of Components of Changes in Fair Value of Servicing Rights

The following is a summary of the components of change in fair value of servicing rights, net as reported in the Company’s consolidated statements of operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Changes in fair value:
Due to changes in valuation inputs or assumptions	$	75,366	$	(3,461)	$	373,158	$	98,295
Due to collection/realization of cash flows	(49,519)		(99,230)		(193,022)		(323,107)
Realized losses on sales of servicing rights	(13,489)		(14,218)		(5,949)		(8,224)
Net loss from derivatives hedging servicing rights	(50,837)		(21,553)		(314,557)		(94,158)
Changes in fair value of servicing rights, net	$	(38,479)	$	(138,462)	$	(140,370)	$	(327,194)

Servicing Rights Sensitivity Analysis

The table below illustrates hypothetical changes in fair values of servicing rights, caused by assumed immediate changes to key assumptions that are used to determine fair value.

	September 30, 2022		December 31, 2021
Fair Value of Servicing Rights, net	$	2,013,269	$	1,999,402
Change in Fair Value from adverse changes:
Discount Rate:
Increase 1%	(81,235)		(85,066)
Increase 2%	(156,903)		(163,255)
Cost of Servicing:
Increase 10%	(18,990)		(20,843)
Increase 20%	(38,066)		(41,727)
Prepayment Speed:
Increase 10%	(17,625)		(76,532)
Increase 20%	(35,139)		(148,556)

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DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES (Tables)

9 Months Ended

Sep. 30, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments

The following summarizes the Company’s outstanding derivative instruments:

				Fair Value
	Notional		Balance Sheet Location	Asset		Liability
September 30, 2022:
Interest rate lock commitments	$	1,645,122	Derivative asset, at fair value	$	20,910
Interest rate lock commitments	3,171,270		Derivative liabilities, at fair value	—		85,628
Forward sale contracts	20,523,121		Derivative asset, at fair value	295,737		—
Forward sale contracts	896,425		Derivative liabilities, at fair value	—		38,086
Put options on treasuries	—		Derivative asset, at fair value	—		—
Put options on treasuries	1,725		Derivative liabilities, at fair value	—		6,643
Interest rate swap futures	—		Derivative asset, at fair value	—		—
Interest rate swap futures	650		Derivative liabilities, at fair value	—		19,480
			Total derivative financial instruments	$	316,647	$	149,837

				Fair Value
	Notional		Balance Sheet Location	Asset		Liability
December 31, 2021:
Interest rate lock commitments	$	11,530,721	Derivative asset, at fair value	$	184,383	$	—
Interest rate lock commitments	1,125,911		Derivative liabilities, at fair value	—		3,763
Forward sale contracts	19,482,705		Derivative asset, at fair value	5,358		—
Forward sale contracts	13,171,462		Derivative liabilities, at fair value	—		2,964
Put options on treasuries	—		Derivative asset, at fair value	—		—
Put options on treasuries	16,980		Derivative liabilities, at fair value	—		31,070
Interest rate swap futures	2,640		Derivative asset, at fair value	4,924		—
Interest rate swap futures	—		Derivative liabilities, at fair value	—		—
			Total derivative financial instruments	$	194,665	$	37,797

Net Gains (Losses) on Derivative Financial Instruments

The following summarizes the realized and unrealized net gains or losses on derivative financial instruments and the consolidated statements of operations line items where such gains and losses are included:

		Three Months Ended September 30,				Nine Months Ended September 30,
Derivative instrument	Statements of Operations Location	2022		2021		2022		2021
Interest rate lock commitments, net	Gain on origination and sale of loans, net	$	(122,323)	$	(73,871)	$	(245,338)	$	(387,835)
Forward sale contracts	Gain on origination and sale of loans, net	259,360		(29,867)		1,221,817		477,215
Interest rate swap futures	Gain on origination and sale of loans, net	2,279		(29,683)		(82,251)		(81,891)
Put options	Gain on origination and sale of loans, net	12,547		19,891		128,706		47,063
Forward sale contracts	Change in fair value of servicing rights, net	(16,293)		(5,838)		(113,920)		(84,842)
Interest rate swap futures	Change in fair value of servicing rights, net	(31,598)		(14,033)		(197,177)		(6,855)
Put options	Change in fair value of servicing rights, net	(2,946)		(1,682)		(3,460)		(2,461)
Total realized and unrealized gains (losses) on derivative financial instruments		$	101,026	$	(135,083)	$	708,377	$	(39,606)

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GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Tables)

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

A summary of the Company’s activity related to goodwill is as follows.

	Goodwill		Other intangible assets		Total
Balance, December 31, 2021	$	40,736	$	1,581	$	42,317
Amortization	—		(205)		(205)
Impairment loss	(40,736)		(1,376)		(42,112)
Balance, September 30, 2022	$	—	$	—	$	—

	Goodwill		Other intangible assets		Total
Balance, December 31, 2020	$	40,736	$	2,090	$	42,826
Amortization	—		(255)		(255)
Balance September 30, 2021	$	40,736	$	1,835	$	42,571

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VARIABLE INTEREST ENTITIES (Tables)

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Investment in VIEs

The table below presents a summary of the carrying value and balance sheet classification of assets and liabilities in the Company’s securitization and SPE VIEs

	September 30, 2022		December 31, 2021
Assets
Loans held for sale, at fair value	$	481,950	$	2,557,490
Restricted cash	21,634		100,494
Servicing rights, at fair value	527,059		400,678
Prepaid expenses and other assets	34,711		17,756
	$	1,065,354	$	3,076,418
Liabilities
Warehouse and other lines of credit	$	500,000	$	2,600,000
Debt obligations, net:
MSR Facilities	116,874		15,000
Servicing advance facilities	30,677		15,070
Term notes	199,540		199,133
	$	847,091	$	2,829,203

The table below presents a summary of the nonconsolidated VIEs for which the Company holds variable interests.

	September 30, 2022
	Carrying value				Maximum exposure to loss		Total assets in VIEs
	Assets		Liabilities
Retained interests	$	97,210	$	—	$	97,210	$	2,340,730
Investments in joint ventures	19,938		—		19,938		17,605
	$	117,148	$	—	$	117,148
	December 31, 2021
	Carrying value				Maximum exposure to loss		Total assets in VIEs
	Assets		Liabilities
Retained interests	$	72,874	$	—	$	72,874	$	1,424,857
Investments in joint ventures	18,553		—		18,553		20,783
	$	91,427	$	—	$	91,427

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WAREHOUSE AND OTHER LINES OF CREDIT (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Schedule of Debt

The following table presents information on warehouse and securitization facilities and the outstanding balance as of September 30, 2022 and December 31, 2021:

								Outstanding Balance
	Committed Amount		Uncommitted Amount		Total Facility Amount		Expiration Date	September 30, 2022		December 31, 2021
Facility 1(1)	$	400,000	$	1,100,000	$	1,500,000	10/29/2022	$	441,230	$	851,088
Facility 2(2)	—		300,000		300,000		9/25/2023	172,313		295,743
Facility 3	—		300,000		300,000		4/18/2023	290,197		459,018
Facility 4	—		450,000		450,000		11/14/2022	226,888		266,230
Facility 5(2)	—		200,000		200,000		N/A	92		391
Facility 6(2)	100,000		500,000		600,000		9/29/2023	310,042		583,449
Facility 7(3)	400,000		400,000		800,000		5/5/2023	382,952		1,410,367
Facility 8	—		750,000		750,000		N/A	25,113		361,783
Facility 9(4)(5)	—		—		—		10/25/2022	—		600,000
Facility 10(4)(7)	—		—		—		12/17/2023	—		500,000
Facility 11(2)(6)	—		—		—		9/23/2022	—		263,516
Facility 12(4)(8)	—		—		—		2/2/2024	—		500,000
Facility 13(4)(8)	—		—		—		4/23/2024	—		500,000
Facility 14	—		300,000		300,000		9/21/2023	180,609		365,614
Facility 15(4)	500,000		—		500,000		10/21/2024	500,000		500,000
Total	$	1,400,000	$	4,300,000	$	5,700,000		$	2,529,436	$	7,457,199

(1)The total facility is available both to fund loan originations and also provide liquidity under a gestation facility to finance recently sold MBS up to the MBS settlement date. In October 2022, this facility was extended to October 2023.

(2)In addition to the warehouse line, the lender provides a separate gestation facility to finance recently sold MBS up to the MBS settlement date.

(3)In addition to the outstanding balance secured by mortgage loans, the Company has $116.9 million outstanding to finance servicing rights included within debt obligations in the consolidated balance sheets.

(4)Securitization backed by a revolving warehouse facility to finance newly originated first-lien fixed and adjustable rate mortgage loans.

(5)This facility was prepaid and terminated in March 2022.

(6)This facility was prepaid and terminated in July 2022.

(7)This facility was prepaid and terminated in August 2022.

(8)This facility was prepaid and terminated in September 2022.

The following table presents information on borrowings under warehouse and securitization facilities:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Maximum outstanding balance during the period	$	4,354,864		$	9,078,257		$	7,672,559		$	9,180,276
Average balance outstanding during the period	3,417,252			8,515,189			4,868,397			8,066,303
Collateral pledged (loans held for sale)	2,566,330			8,675,750			2,566,330			8,675,750
Weighted average interest rate during the period	4.18		%	2.22		%	2.89		%	2.25		%

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DEBT OBLIGATIONS (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Information on Outstanding Debt

The following table presents the outstanding debt as of September 30, 2022 and December 31, 2021:

	September 30, 2022		December 31, 2021
Secured debt obligations, net:
Secured credit facilities
MSR facilities	$	969,048	$	262,250
Securities financing facilities	93,252		66,439
Servicing advance facilities	30,677		15,070
Total secured credit facilities	1,092,977		343,759
Term Notes	199,540		199,133
Total secured debt obligations, net	1,292,517		542,892
Unsecured debt obligations, net:
Senior Notes	991,187		1,085,316
Total debt obligations, net	$	2,283,704	$	1,628,208

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RELATED PARTY TRANSACTIONS (Tables)

9 Months Ended

Sep. 30, 2022

Related Party Transactions [Abstract]

Schedule of Related Party Transactions

Fees earned, costs incurred, and amounts payable to or receivable from joint ventures were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Loan processing and administrative services fee income	$	4,876	$	3,650	$	12,754	$	10,757
Loan origination broker fees expense	$	31,917	$	22,749	$	81,843	$	63,457

	September 30, 2022		December 31, 2021
Amounts (payable) receivable from joint ventures	$	(8,136)	$	1,855

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EQUITY (Tables)

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Summary of Ownership of LD Holdings

The following table summarizes the ownership of LD Holdings as of September 30, 2022.

Holding Member Interests:	Holdco Units	Ownership Percentage
loanDepot, Inc.	165,002,738	52.53%
Continuing LLC Members	149,130,538	47.47%
Total	314,133,276	100.00%

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EARNINGS (LOSS) PER SHARE (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table sets forth the calculation of basic and diluted earnings (loss) per share for Class A common stock and Class D common stock:

	Three Months Ended						Nine Months Ended
	September 30, 2022						September 30, 2022
	Class A		Class D		Total		Class A		Class D		Total
Net loss attributable to loanDepot, Inc.	$	(24,200)	$	(35,881)	$	(60,081)	$	(70,421)	$	(125,330)	$	(195,750)
Weighted average shares - basic	65,437,698		97,026,671		162,464,369		54,611,035		97,192,893		151,803,928
Loss per share - basic	$	(0.37)	$	(0.37)	$	(0.37)	$	(1.29)	$	(1.29)	$	(1.29)
Diluted loss per share:
Net loss allocated to common stockholders - diluted	$	(24,200)	$	(35,881)	$	(60,081)	$	(70,421)	$	(125,330)	$	(195,751)
Weighted average shares - diluted	65,437,698		97,026,671		162,464,369		54,611,035		97,192,893		151,803,928
Loss per share - diluted	$	(0.37)	$	(0.37)	$	(0.37)	$	(1.29)	$	(1.29)	$	(1.29)

	Three Months Ended						Nine Months Ended
	September 30, 2021						September 30, 2021
	Class A		Class D		Total		Class A		Class D		Total
Net income attributable to loanDepot, Inc.	$	6,052	$	45,423	$	51,475	$	9,233	$	95,678	$	104,911
Weighted average shares - basic	15,318,921		114,978,644		130,297,565		11,259,896		116,681,435		127,941,331
Earnings per share - basic	$	0.40	$	0.40	$	0.40	$	0.82	$	0.82	$	0.82
Diluted income per share:
Net income allocated to common stockholders - diluted	$	6,052	$	45,423	$	51,475	$	9,233	$	95,678	$	104,911
Weighted average shares - diluted	15,318,921		114,978,644		130,297,565		11,259,896		116,681,435		127,941,331
Earnings per share - diluted	$	0.40	$	0.40	$	0.40	$	0.82	$	0.82	$	0.82

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COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Loan Loss Obligation

The activity related to the loan loss obligation for sold loans is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Balance at beginning of period	$	85,873	$	26,626	$	29,877	$	33,591
Provision for loan loss obligations	12,932		2,456		108,550		2,723
Charge-offs	(29,879)		(2,094)		(69,501)		(9,326)
Balance at end of period	$	68,926	$	26,988	$	68,926	$	26,988

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DESCRIPTION OF BUSINESS, PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of Risk (Details)	9 Months Ended
	Sep. 30, 2022
Loan Originations Benchmark | Geographic Concentration Risk | California
Concentration of Risk [Line Items]
Concentration risk, percentage	22.00%
Mortgage Loans Benchmark | Investor Concentration Risk | Investor 1
Concentration of Risk [Line Items]
Concentration risk, percentage	30.00%
Mortgage Loans Benchmark | Investor Concentration Risk | Investor 2
Concentration of Risk [Line Items]
Concentration risk, percentage	27.00%
Mortgage Loans Benchmark | Investor Concentration Risk | Investor 3
Concentration of Risk [Line Items]
Concentration risk, percentage	21.00%
Warehouse Lines of Credit Benchmark | Lender Concentration Risk | Lender 1
Concentration of Risk [Line Items]
Concentration risk, percentage	15.00%
Warehouse Lines of Credit Benchmark | Lender Concentration Risk | Lender 2
Concentration of Risk [Line Items]
Concentration risk, percentage	17.00%

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FAIR VALUE - Financial Statement Items on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Assets
Loans held for sale, at fair value	$ 2,692,820	$ 8,136,817
Derivative assets, at fair value	316,647	194,665
Servicing rights, at fair value	2,030,026	2,006,712
Trading securities, at fair value	97,210	72,874
Liabilities
Derivative liabilities, at fair value	149,837	37,797
Fair Value, Recurring
Assets
Loans held for sale, at fair value	2,692,820	8,136,817
Servicing rights, at fair value	2,030,026	2,006,712
Trading securities, at fair value	97,210	72,874
Liabilities
Servicing rights, at fair value	16,757	7,310
Fair Value, Recurring | Level 1
Assets
Loans held for sale, at fair value	0	0
Servicing rights, at fair value	0	0
Trading securities, at fair value	0	0
Liabilities
Servicing rights, at fair value	0	0
Fair Value, Recurring | Level 2
Assets
Loans held for sale, at fair value	2,692,820	8,136,817
Servicing rights, at fair value	0	0
Trading securities, at fair value	97,210	72,874
Liabilities
Servicing rights, at fair value	0	0
Fair Value, Recurring | Level 3
Assets
Loans held for sale, at fair value	0	0
Servicing rights, at fair value	2,030,026	2,006,712
Trading securities, at fair value	0	0
Liabilities
Servicing rights, at fair value	16,757	7,310
Fair Value, Recurring | Carrying Amount
Assets
Cash and cash equivalents	1,143,948	419,571
Restricted cash	160,926	201,025
Loans held for sale, at fair value	2,692,820	8,136,817
Derivative assets, at fair value	316,647	194,665
Servicing rights, at fair value	2,030,026	2,006,712
Trading securities, at fair value	97,210	72,874
Loans eligible for repurchase	554,892	363,373
Liabilities
Warehouse and other lines of credit	2,529,436	7,457,199
Derivative liabilities, at fair value	149,837	37,797
Servicing rights, at fair value	16,757	7,310
Liability for loans eligible for repurchase	554,892	363,373
Fair Value, Recurring | Carrying Amount | Secured credit facilities
Liabilities
Debt obligations:	1,092,977	343,759
Fair Value, Recurring | Carrying Amount | Term Notes
Liabilities
Debt obligations:	199,540	199,133
Fair Value, Recurring | Carrying Amount | Senior Notes
Liabilities
Debt obligations:	991,187	1,085,316
Fair Value, Recurring | Estimated Fair Value | Level 1
Assets
Cash and cash equivalents	1,143,948	419,571
Restricted cash	160,926	201,025
Loans held for sale, at fair value	0	0
Derivative assets, at fair value	0	4,924
Servicing rights, at fair value	0	0
Trading securities, at fair value	0	0
Loans eligible for repurchase	0	0
Liabilities
Warehouse and other lines of credit	0	0
Derivative liabilities, at fair value	26,123	31,070
Servicing rights, at fair value	0	0
Liability for loans eligible for repurchase	0	0
Fair Value, Recurring | Estimated Fair Value | Level 1 | Secured credit facilities
Liabilities
Debt obligations:	0	0
Fair Value, Recurring | Estimated Fair Value | Level 1 | Term Notes
Liabilities
Debt obligations:	0	0
Fair Value, Recurring | Estimated Fair Value | Level 1 | Senior Notes
Liabilities
Debt obligations:	0	0
Fair Value, Recurring | Estimated Fair Value | Level 2
Assets
Cash and cash equivalents	0	0
Restricted cash	0	0
Loans held for sale, at fair value	2,692,820	8,136,817
Derivative assets, at fair value	295,737	5,358
Servicing rights, at fair value	0	0
Trading securities, at fair value	97,210	72,874
Loans eligible for repurchase	554,892	363,373
Liabilities
Warehouse and other lines of credit	2,529,436	7,457,199
Derivative liabilities, at fair value	38,086	2,964
Servicing rights, at fair value	0	0
Liability for loans eligible for repurchase	554,892	363,373
Fair Value, Recurring | Estimated Fair Value | Level 2 | Secured credit facilities
Liabilities
Debt obligations:	1,094,433	345,596
Fair Value, Recurring | Estimated Fair Value | Level 2 | Term Notes
Liabilities
Debt obligations:	200,000	200,000
Fair Value, Recurring | Estimated Fair Value | Level 2 | Senior Notes
Liabilities
Debt obligations:	561,900	1,057,977
Fair Value, Recurring | Estimated Fair Value | Level 3
Assets
Cash and cash equivalents	0	0
Restricted cash	0	0
Loans held for sale, at fair value	0	0
Derivative assets, at fair value	20,910	184,383
Servicing rights, at fair value	2,030,026	2,006,712
Trading securities, at fair value	0	0
Loans eligible for repurchase	0	0
Liabilities
Warehouse and other lines of credit	0	0
Derivative liabilities, at fair value	85,628	3,763
Servicing rights, at fair value	16,757	7,310
Liability for loans eligible for repurchase	0	0
Fair Value, Recurring | Estimated Fair Value | Level 3 | Secured credit facilities
Liabilities
Debt obligations:	0	0
Fair Value, Recurring | Estimated Fair Value | Level 3 | Term Notes
Liabilities
Debt obligations:	0	0
Fair Value, Recurring | Estimated Fair Value | Level 3 | Senior Notes
Liabilities
Debt obligations:	$ 0	$ 0

XML

FAIR VALUE - Financial Statement Items on Recurring Basis by Fair Value Hierarchy (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Assets
Loans held for sale	$ 2,692,820	$ 8,136,817
Trading securities, at fair value	97,210	72,874
Derivative assets:	316,647	194,665
Servicing rights	2,030,026	2,006,712
Liabilities
Derivative liabilities:	149,837	37,797
Interest rate lock commitments
Assets
Derivative assets:	20,910	184,383
Liabilities
Derivative liabilities:	85,628	3,763
Forward sale contracts
Assets
Derivative assets:	295,737	5,358
Liabilities
Derivative liabilities:	38,086	2,964
Interest rate swap futures
Assets
Derivative assets:	0	4,924
Liabilities
Derivative liabilities:	19,480	0
Put options on treasuries
Assets
Derivative assets:	0	0
Liabilities
Derivative liabilities:	6,643	31,070
Fair Value, Recurring
Assets
Loans held for sale	2,692,820	8,136,817
Trading securities, at fair value	97,210	72,874
Servicing rights	2,030,026	2,006,712
Total assets at fair value	5,136,703	10,411,068
Liabilities
Servicing rights	16,757	7,310
Total liabilities at fair value	166,594	45,107
Fair Value, Recurring | Interest rate lock commitments
Assets
Derivative assets:	20,910	184,383
Liabilities
Derivative liabilities:	85,628	3,763
Fair Value, Recurring | Forward sale contracts
Assets
Derivative assets:	295,737	5,358
Liabilities
Derivative liabilities:	38,086	2,964
Fair Value, Recurring | Interest rate swap futures
Assets
Derivative assets:		4,924
Liabilities
Derivative liabilities:	19,480
Fair Value, Recurring | Put options on treasuries
Liabilities
Derivative liabilities:	6,643	31,070
Fair Value, Recurring | Level 1
Assets
Loans held for sale	0	0
Trading securities, at fair value	0	0
Servicing rights	0	0
Total assets at fair value	0	4,924
Liabilities
Servicing rights	0	0
Total liabilities at fair value	26,123	31,070
Fair Value, Recurring | Level 1 | Interest rate lock commitments
Assets
Derivative assets:	0	0
Liabilities
Derivative liabilities:	0	0
Fair Value, Recurring | Level 1 | Forward sale contracts
Assets
Derivative assets:	0	0
Liabilities
Derivative liabilities:	0	0
Fair Value, Recurring | Level 1 | Interest rate swap futures
Assets
Derivative assets:		4,924
Liabilities
Derivative liabilities:	19,480
Fair Value, Recurring | Level 1 | Put options on treasuries
Liabilities
Derivative liabilities:	6,643	31,070
Fair Value, Recurring | Level 2
Assets
Loans held for sale	2,692,820	8,136,817
Trading securities, at fair value	97,210	72,874
Servicing rights	0	0
Total assets at fair value	3,085,767	8,215,049
Liabilities
Servicing rights	0	0
Total liabilities at fair value	38,086	2,964
Fair Value, Recurring | Level 2 | Interest rate lock commitments
Assets
Derivative assets:	0	0
Liabilities
Derivative liabilities:	0	0
Fair Value, Recurring | Level 2 | Forward sale contracts
Assets
Derivative assets:	295,737	5,358
Liabilities
Derivative liabilities:	38,086	2,964
Fair Value, Recurring | Level 2 | Interest rate swap futures
Assets
Derivative assets:		0
Liabilities
Derivative liabilities:	0
Fair Value, Recurring | Level 2 | Put options on treasuries
Liabilities
Derivative liabilities:	0	0
Fair Value, Recurring | Level 3
Assets
Loans held for sale	0	0
Trading securities, at fair value	0	0
Servicing rights	2,030,026	2,006,712
Total assets at fair value	2,050,936	2,191,095
Liabilities
Servicing rights	16,757	7,310
Total liabilities at fair value	102,385	11,073
Fair Value, Recurring | Level 3 | Interest rate lock commitments
Assets
Derivative assets:	20,910	184,383
Liabilities
Derivative liabilities:	85,628	3,763
Fair Value, Recurring | Level 3 | Forward sale contracts
Assets
Derivative assets:	0	0
Liabilities
Derivative liabilities:	0	0
Fair Value, Recurring | Level 3 | Interest rate swap futures
Assets
Derivative assets:		0
Liabilities
Derivative liabilities:	0
Fair Value, Recurring | Level 3 | Put options on treasuries
Liabilities
Derivative liabilities:	$ 0	$ 0

XML

FAIR VALUE - Assets and Liabilities on Recurring Basis Using Significant Unobservable Inputs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Servicing Rights, net
Servicing Rights:
Balance at beginning of period	$ 2,204,593	$ 1,776,395	$ 1,999,402	$ 1,124,302
Total net gains (losses) included in earnings (realized and unrealized)	140,598	233,166	765,143	1,079,525
Sales	(331,922)	(172,867)	(751,276)	(367,133)
Settlements	0	0	0	0
Transfers of IRLCs to closed loans	0	0	0	0
Balance at end of period	2,013,269	1,836,694	2,013,269	1,836,694
IRLCs, net
Derivatives:
Balance at beginning of period	57,605	333,081	180,620	647,045
Total net gains or losses included in earnings (realized and unrealized)	22,112	640,372	279,266	1,749,343
Sales		0		0
Settlements	(102,686)	(558,918)	(374,144)	(1,585,368)
Transfers of IRLCs to closed loans	(41,749)	(155,325)	(150,460)	(551,810)
Balance at end of period	$ (64,718)	$ 259,210	$ (64,718)	$ 259,210

XML

FAIR VALUE - Gains and Losses in Earnings (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Assets:
Gain on origination and sale of loans, net	$ 124,244	$ 345,882	$ 574,459	$ 1,302,884
Servicing Rights, net
Assets:
Gains (losses) included in change in fair value of servicing rights	16,400	(112,700)	190,700	(223,400)
Level 3 | Servicing Rights, net
Assets:
Total net (losses) gains included in earnings	140,598	233,166	765,143	1,079,525
Change in unrealized (losses) gains relating to assets and liabilities still held at period end	150,534	326,527	683,413	1,126,433
Level 3 | IRLCs, net
Derivatives:
Total net (losses) gains included in earnings	(122,323)	(73,871)	(245,338)	(387,835)
Change in unrealized (losses) gains relating to assets and liabilities still held at period end	$ (64,718)	$ 259,210	$ (64,718)	$ 259,210

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FAIR VALUE - Fair Value Inputs and Valuation Techniques (Details)	Sep. 30, 2022 $ / loan	Dec. 31, 2021 $ / loan
IRLCs | Minimum | Pull-through rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative, measurement input	0.062	0.003
IRLCs | Maximum | Pull-through rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative, measurement input	0.999	0.993
IRLCs | Weighted Average | Pull-through rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative, measurement input	0.802	0.742
Servicing rights | Minimum | Discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Servicing right, measurement input	0.049	0.045
Servicing rights | Minimum | Prepayment rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Servicing right, measurement input	0.055	0.084
Servicing rights | Minimum | Cost to service (per loan)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Servicing right, measurement input	62	70
Servicing rights | Maximum | Discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Servicing right, measurement input	0.149	0.090
Servicing rights | Maximum | Prepayment rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Servicing right, measurement input	0.190	0.187
Servicing rights | Maximum | Cost to service (per loan)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Servicing right, measurement input	143	114
Servicing rights | Weighted Average | Discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Servicing right, measurement input	0.063	0.058
Servicing rights | Weighted Average | Prepayment rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Servicing right, measurement input	0.070	0.102
Servicing rights | Weighted Average | Cost to service (per loan)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Servicing right, measurement input	86	82

XML

BALANCE SHEET NETTING (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Assets:
Net amounts presented in consolidated balance sheet	$ 316,647	$ 194,665
Liabilities:
Net amounts presented in consolidated balance sheet	149,837	37,797
Total liabilities, gross amounts recognized	4,087,785	8,060,968
Total liabilities, gross amounts offset in consolidated balance sheet	199,707	24,139
Total liabilities, net amounts presented in consolidated balance sheet	3,888,078	8,036,829
Total liabilities, gross amounts not offset in consolidated balance sheet, financial instruments	(3,823,869)	(8,002,795)
Total liabilities, gross amounts not offset in consolidated balance sheet, cash collateral	(27,177)	(1,736)
Total liabilities, net amount	37,032	32,298
Warehouse and other lines of credit
Liabilities:
Gross amounts offset in consolidated balance sheet	0	0
Securities loaned, gross/net amounts recognized	2,529,436	7,457,199
Securities loaned, gross amounts not offset in consolidated balance sheet, financial instruments	(2,529,436)	(7,457,199)
Securities loaned, gross amounts not offset in consolidated balance sheet, cash collateral	0	0
Securities loaned, net amount	0	0
Secured debt obligations
Liabilities:
Gross amounts offset in consolidated balance sheet	0	0
Securities loaned, gross/net amounts recognized	1,294,433	545,596
Securities loaned, gross amounts not offset in consolidated balance sheet, financial instruments	(1,294,433)	(545,596)
Securities loaned, gross amounts not offset in consolidated balance sheet, cash collateral	0	0
Securities loaned, net amount	0	0
Forward sale contracts
Assets:
Gross amounts recognized	495,444	29,497
Gross amounts offset in consolidated balance sheet	199,707	24,139
Net amounts presented in consolidated balance sheet	295,737	5,358
Gross amounts not offset in consolidated balance sheet, financial instruments	0	0
Gross amounts not offset in consolidated balance sheet, cash collateral	(193,934)	(1,447)
Net amount	101,803	3,911
Liabilities:
Gross amounts recognized	237,793	27,103
Gross amounts offset in consolidated balance sheet	199,707	24,139
Net amounts presented in consolidated balance sheet	38,086	2,964
Gross amounts not offset in consolidated balance sheet, financial instruments	0	0
Gross amounts not offset in consolidated balance sheet, cash collateral	(1,054)	(1,736)
Net amount	37,032	1,228
All except interest rate lock commitments
Assets:
Gross amounts recognized	495,444	34,421
Gross amounts offset in consolidated balance sheet	199,707	24,139
Net amounts presented in consolidated balance sheet	295,737	10,282
Gross amounts not offset in consolidated balance sheet, financial instruments	0	0
Gross amounts not offset in consolidated balance sheet, cash collateral	(193,934)	(1,447)
Net amount	101,803	8,835
Put options on treasuries
Assets:
Net amounts presented in consolidated balance sheet	0	0
Liabilities:
Gross amounts recognized	6,643	31,070
Gross amounts offset in consolidated balance sheet	0	0
Net amounts presented in consolidated balance sheet	6,643	31,070
Gross amounts not offset in consolidated balance sheet, financial instruments	0	0
Gross amounts not offset in consolidated balance sheet, cash collateral	(6,643)	0
Net amount	0	31,070
Interest rate swap futures
Assets:
Gross amounts recognized		4,924
Gross amounts offset in consolidated balance sheet		0
Net amounts presented in consolidated balance sheet	0	4,924
Gross amounts not offset in consolidated balance sheet, financial instruments		0
Gross amounts not offset in consolidated balance sheet, cash collateral		0
Net amount		4,924
Liabilities:
Gross amounts recognized	19,480
Gross amounts offset in consolidated balance sheet	0
Net amounts presented in consolidated balance sheet	19,480	$ 0
Gross amounts not offset in consolidated balance sheet, financial instruments	0
Gross amounts not offset in consolidated balance sheet, cash collateral	(19,480)
Net amount	$ 0

XML

LOANS HELD FOR SALE, AT FAIR VALUE - Unpaid Principal Balance of LHFS by Loan Type (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable [Line Items]
Amount	$ 2,816,701	$ 7,979,226
Fair value adjustment	(123,881)	157,591
Total	$ 2,692,820	$ 8,136,817
Product Concentration Risk | Receivables Benchmark
Accounts, Notes, Loans and Financing Receivable [Line Items]
Concentration risk, percentage	100.00%	100.00%
Fixed | Confirming
Accounts, Notes, Loans and Financing Receivable [Line Items]
Amount	$ 1,696,438	$ 4,881,222
Fixed | Confirming | Product Concentration Risk | Receivables Benchmark
Accounts, Notes, Loans and Financing Receivable [Line Items]
Concentration risk, percentage	60.00%	61.00%
Fixed | Government
Accounts, Notes, Loans and Financing Receivable [Line Items]
Amount	$ 895,256	$ 1,156,890
Fixed | Government | Product Concentration Risk | Receivables Benchmark
Accounts, Notes, Loans and Financing Receivable [Line Items]
Concentration risk, percentage	32.00%	15.00%
ARM | Confirming
Accounts, Notes, Loans and Financing Receivable [Line Items]
Amount	$ 33,501	$ 351,408
ARM | Confirming | Product Concentration Risk | Receivables Benchmark
Accounts, Notes, Loans and Financing Receivable [Line Items]
Concentration risk, percentage	1.00%	4.00%
ARM | Government
Accounts, Notes, Loans and Financing Receivable [Line Items]
Amount	$ 2,509	$ 10,906
ARM | Government | Product Concentration Risk | Receivables Benchmark
Accounts, Notes, Loans and Financing Receivable [Line Items]
Concentration risk, percentage	0.00%	0.00%
Other - residential mortgage loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Amount	$ 187,200	$ 1,576,858
Other - residential mortgage loans | Product Concentration Risk | Receivables Benchmark
Accounts, Notes, Loans and Financing Receivable [Line Items]
Concentration risk, percentage	7.00%	20.00%
Consumer loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Amount	$ 1,797	$ 1,942
Consumer loans | Product Concentration Risk | Receivables Benchmark
Accounts, Notes, Loans and Financing Receivable [Line Items]
Concentration risk, percentage	0.00%	0.00%

XML

LOANS HELD FOR SALE, AT FAIR VALUE - Summary of Changes in Balances (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Loans Receivable Held-for-sale, Net, Reconciliation to Cash Flow [Roll Forward]
Balance at beginning of period	$ 4,656,338	$ 9,120,653	$ 8,136,817	$ 6,955,424
Origination and purchase of loans	9,700,119	31,902,260	46,842,973	107,717,154
Sales	(11,728,053)	(32,200,708)	(52,409,647)	(106,414,376)
Repurchases	164,435	138,666	498,101	802,366
Principal payments	(18,822)	(53,316)	(119,708)	(119,822)
Fair value loss	(81,197)	(33,819)	(255,716)	(67,010)
Balance at end of period	$ 2,692,820	$ 8,873,736	$ 2,692,820	$ 8,873,736

XML

LOANS HELD FOR SALE, AT FAIR VALUE - Components of Gain on Origination and Sale of Loans (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Receivables [Abstract]
(Discount) premium from loan sales	$ (83,312)	$ 674,782	$ (756,602)	$ 1,552,668
Servicing rights additions	124,244	345,882	574,459	1,302,884
Unrealized gains (losses) from derivative assets and liabilities	113,913	42,984	82,110	(139,483)
Realized gains (losses) from derivative assets and liabilities	37,950	(156,514)	940,824	194,035
Discount points, rebates and lender paid costs	57,634	(49,585)	189,468	(193,043)
Fair value loss	(81,197)	(33,818)	(255,716)	(67,010)
Provision for loan loss obligation for loans sold	(12,932)	(2,456)	(108,550)	(2,723)
Total gain on origination and sale of loans, net	156,300	$ 821,275	665,993	$ 2,647,328
Loans held for sale on non-accrual status	$ 19,600		$ 19,600		$ 28,800

XML

SERVICING RIGHTS, AT FAIR VALUE - Components of Service Portfolio (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Servicing Assets at Fair Value [Line Items]
Total portfolio	$ 139,709,633	$ 162,112,965
Conventional
Servicing Assets at Fair Value [Line Items]
Total portfolio	103,719,089	127,270,097
Government
Servicing Assets at Fair Value [Line Items]
Total portfolio	$ 35,990,544	$ 34,842,868

XML

SERVICING RIGHTS, AT FAIR VALUE - Unpaid Principal of Servicing Portfolio (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Servicing Assets at Fair Value [Line Items]
Total portfolio	$ 139,709,633	$ 162,112,965
Percentage of servicing portfolio in forbearance resulting from COVID-19	0.20%	0.60%
Current loans
Servicing Assets at Fair Value [Line Items]
Total portfolio	$ 137,990,039	$ 160,302,966
Loans 30 - 89 days delinquent
Servicing Assets at Fair Value [Line Items]
Total portfolio	572,209	504,467
Loans 90 or more days delinquent or in foreclosure
Servicing Assets at Fair Value [Line Items]
Total portfolio	$ 1,147,385	$ 1,305,532

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SERVICING RIGHTS, AT FAIR VALUE - Change in Servicing Rights (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Servicing Asset at Fair Value, Amount [Roll Forward]
Balance at beginning of period	$ 2,204,593	$ 1,776,395	$ 1,999,402	$ 1,124,302
Additions	124,244	345,882	574,459	1,302,884
Sales proceeds, net	(341,415)	(182,892)	(740,728)	(365,680)
Due to changes in valuation inputs or assumptions	75,366	(3,461)	373,158	98,295
Due to collection/realization of cash flows	(49,519)	(99,230)	(193,022)	(323,107)
Balance at end of period	$ 2,013,269	$ 1,836,694	$ 2,013,269	$ 1,836,694

XML

SERVICING RIGHTS, AT FAIR VALUE - Component of Loan Servicing Fee Income (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Transfers and Servicing [Abstract]
Contractual servicing fees	$ 104,917	$ 99,640	$ 327,567	$ 271,374
Late, ancillary and other fees	8,627	2,789	14,362	8,364
Total	$ 113,544	$ 102,429	$ 341,929	$ 279,738

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SERVICING RIGHTS, AT FAIR VALUE - Changes in Fair Value (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Transfers and Servicing [Abstract]
Due to changes in valuation inputs or assumptions	$ 75,366	$ (3,461)	$ 373,158	$ 98,295
Due to collection/realization of cash flows	(49,519)	(99,230)	(193,022)	(323,107)
Realized losses on sales of servicing rights	(13,489)	(14,218)	(5,949)	(8,224)
Net loss from derivatives hedging servicing rights	(50,837)	(21,553)	(314,557)	(94,158)
Changes in fair value of servicing rights, net	$ (38,479)	$ (138,462)	$ (140,370)	$ (327,194)

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SERVICING RIGHTS, AT FAIR VALUE - Servicing Rights Sensitivity Analysis (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Transfers and Servicing [Abstract]
Fair Value of Servicing Rights, net	$ 2,013,269	$ 1,999,402
Discount rate, increase 1%	(81,235)	(85,066)
Discount rate, increase 2%	(156,903)	(163,255)
Cost of servicing. increase 10%	(18,990)	(20,843)
Cost of servicing. increase 20%	(38,066)	(41,727)
Prepayment speed, increase 10%	(17,625)	(76,532)
Prepayment speed, increase 20%	$ (35,139)	$ (148,556)

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DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES - Outstanding Derivative Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Derivative [Line Items]
Fair Value, Asset	$ 316,647	$ 194,665
Fair Value, Liability	149,837	37,797
Interest rate lock commitments
Derivative [Line Items]
Notional, Assets	1,645,122	11,530,721
Notional, Liabilities	3,171,270	1,125,911
Fair Value, Asset	20,910	184,383
Fair Value, Liability	85,628	3,763
Forward sale contracts
Derivative [Line Items]
Notional, Assets	20,523,121	19,482,705
Notional, Liabilities	896,425	13,171,462
Fair Value, Asset	295,737	5,358
Fair Value, Liability	38,086	2,964
Put options on treasuries
Derivative [Line Items]
Notional, Assets	0	0
Notional, Liabilities	1,725	16,980
Fair Value, Asset	0	0
Fair Value, Liability	6,643	31,070
Interest rate swap futures
Derivative [Line Items]
Notional, Assets	0	2,640
Notional, Liabilities	650	0
Fair Value, Asset	0	4,924
Fair Value, Liability	$ 19,480	$ 0

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DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES - Realized and Unrealized Gains on Derivatives (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Derivative Instruments, Gain (Loss) [Line Items]
Total realized and unrealized gains (losses) on derivative financial instruments	$ 101,026	$ (135,083)	$ 708,377	$ (39,606)
Interest rate lock commitments
Derivative Instruments, Gain (Loss) [Line Items]
Total realized and unrealized gains (losses) on derivative financial instruments	(122,323)	(73,871)	(245,338)	(387,835)
Gain on origination and sale of loans, net | Forward sale contracts
Derivative Instruments, Gain (Loss) [Line Items]
Total realized and unrealized gains (losses) on derivative financial instruments	259,360	(29,867)	1,221,817	477,215
Gain on origination and sale of loans, net | Interest rate swap futures
Derivative Instruments, Gain (Loss) [Line Items]
Total realized and unrealized gains (losses) on derivative financial instruments	2,279	(29,683)	(82,251)	(81,891)
Gain on origination and sale of loans, net | Put options
Derivative Instruments, Gain (Loss) [Line Items]
Total realized and unrealized gains (losses) on derivative financial instruments	12,547	19,891	128,706	47,063
Change in fair value of servicing rights, net | Forward sale contracts
Derivative Instruments, Gain (Loss) [Line Items]
Total realized and unrealized gains (losses) on derivative financial instruments	(16,293)	(5,838)	(113,920)	(84,842)
Change in fair value of servicing rights, net | Interest rate swap futures
Derivative Instruments, Gain (Loss) [Line Items]
Total realized and unrealized gains (losses) on derivative financial instruments	(31,598)	(14,033)	(197,177)	(6,855)
Change in fair value of servicing rights, net | Put options
Derivative Instruments, Gain (Loss) [Line Items]
Total realized and unrealized gains (losses) on derivative financial instruments	$ (2,946)	$ (1,682)	$ (3,460)	$ (2,461)

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GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Schedule of Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Goodwill and Intangible Assets [Roll Forward]
Goodwill				$ 40,736	$ 40,736
Other intangible assets				1,581	2,090
Goodwill and intangible assets				42,317	42,826
Amortization				(205)	(255)
Impairment loss, goodwill	$ 0	$ (40,700)	$ 0	(40,736)	0
Impairment loss, intangible assets		$ (1,400)		(1,376)
Impairment loss, goodwill and intangible assets				(42,112)
Goodwill	0		40,736	0	40,736
Other intangible assets	0		1,835	0	1,835
Goodwill and intangible assets	$ 0		$ 42,571	$ 0	$ 42,571

XML

GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment loss	$ 0	$ 40,700	$ 0	$ 40,736	$ 0
Impairment of intangible assets		$ 1,400		$ 1,376

XML

VARIABLE INTEREST ENTITIES - Consolidated VIEs (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2020
Variable Interest Entity [Line Items]
Loans held for sale, at fair value	$ 2,692,820	$ 4,656,338	$ 8,136,817	$ 8,873,736	$ 9,120,653	$ 6,955,424
Restricted cash	160,926		201,025
Servicing rights, at fair value	2,030,026		2,006,712
Prepaid expenses and other assets	115,452		140,315
Total assets	7,378,536		11,812,313
Warehouse and other lines of credit	2,529,436		7,457,199
Debt obligations, net	2,283,704		1,628,208
Total liabilities	6,300,039		10,182,953
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Loans held for sale, at fair value	481,950		2,557,490
Restricted cash	21,634		100,494
Servicing rights, at fair value	527,059		400,678
Prepaid expenses and other assets	34,711		17,756
Total assets	1,065,354		3,076,418
Warehouse and other lines of credit	500,000		2,600,000
Total liabilities	847,091		2,829,203
Variable Interest Entity, Primary Beneficiary | MSR Facilities
Variable Interest Entity [Line Items]
Debt obligations, net	116,874		15,000
Variable Interest Entity, Primary Beneficiary | Servicing advance facilities
Variable Interest Entity [Line Items]
Debt obligations, net	30,677		15,070
Variable Interest Entity, Primary Beneficiary | Term Notes
Variable Interest Entity [Line Items]
Debt obligations, net	$ 199,540		$ 199,133

XML

VARIABLE INTEREST ENTITIES - Nonconsolidated VIEs (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Variable Interest Entity [Line Items]
Retained interests at carrying value	$ 97,210	$ 72,874
Investments in joint ventures	19,938	18,553
Total assets	7,378,536	11,812,313
Variable Interest Entity, Not Primary Beneficiary
Variable Interest Entity [Line Items]
Total assets	117,148	91,427
Maximum exposure to loss	117,148	91,427
Variable Interest Entity, Not Primary Beneficiary | Joint Venture
Variable Interest Entity [Line Items]
Investments in joint ventures	19,938	18,553
Maximum exposure to loss	19,938	18,553
Total assets in VIEs	17,605	20,783
Variable Interest Entity, Not Primary Beneficiary | Retained Interests
Variable Interest Entity [Line Items]
Retained interests at carrying value	97,210	72,874
Maximum exposure to loss	97,210	72,874
Total assets in VIEs	$ 2,340,730	$ 1,424,857

XML

VARIABLE INTEREST ENTITIES - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Variable Interest Entity [Line Items]
Total portfolio	$ 139,709,633		$ 139,709,633		$ 162,112,965
Loans 90 or more days delinquent or in foreclosure
Variable Interest Entity [Line Items]
Total portfolio	1,147,385		1,147,385		1,305,532
Variable Interest Entity, Not Primary Beneficiary | Joint Venture
Variable Interest Entity [Line Items]
Total assets in VIEs	17,605		17,605		20,783
Share in net earnings of joint ventures	4,600	$ 3,000	10,800	$ 8,100
Variable Interest Entity, Not Primary Beneficiary | Loans 90 or more days delinquent or in foreclosure
Variable Interest Entity [Line Items]
Total portfolio	1,600		1,600
Variable Interest Entity, Not Primary Beneficiary | Pledged as Collateral
Variable Interest Entity [Line Items]
Total assets in VIEs	$ 2,340,730		$ 2,340,730		$ 1,424,857

XML

WAREHOUSE AND OTHER LINES OF CREDIT - Additional Information (Details) $ in Thousands		9 Months Ended
	Oct. 30, 2021	Sep. 30, 2022 USD ($) lineOfCredit	Dec. 31, 2021 USD ($)	Oct. 31, 2021 USD ($)	Apr. 30, 2021 USD ($)	Feb. 28, 2021 USD ($)	Dec. 31, 2020 USD ($)	Oct. 31, 2020 USD ($)
Line of Credit Facility [Line Items]
Number of lines of credit held | lineOfCredit		10
Restricted cash		$ 160,926	$ 201,025
Warehouse Agreement Borrowings
Line of Credit Facility [Line Items]
Restricted cash		$ 5,500	$ 8,000
Warehouse Agreement Borrowings | Minimum
Line of Credit Facility [Line Items]
Debt instrument, term		1 year
Warehouse Agreement Borrowings | Maximum
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)		2.25%
Debt instrument, term		2 years
Warehouse Agreement Borrowings | Base Rate | Minimum
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)		1.37%
Warehouse and Revolving Credit Facilities
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 5,700,000
Securitization Facilities
Line of Credit Facility [Line Items]
Debt instrument, term		3 years
Number of securitization facilities | lineOfCredit		1
Securitization Facilities | 2020-1 Securitization Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity								$ 600,000
Securitization Facilities | 2020-2 Securitization Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity							$ 500,000
Securitization Facilities | 2021-1 Securitization Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity						$ 500,000
Securitization Facilities | 2021-2 Securitization Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity					$ 500,000
Securitization Facilities | 2021-3 Securitization Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity				$ 500,000
Debt instrument, term	3 years

XML

WAREHOUSE AND OTHER LINES OF CREDIT - Warehouse Borrowings (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Line of Credit Facility [Line Items]
Outstanding Balance	$ 2,529,436	$ 7,457,199
Debt obligations, net	2,283,704	1,628,208
Finance Servicing Rights
Line of Credit Facility [Line Items]
Debt obligations, net	116,900
Warehouse and Revolving Credit Facilities
Line of Credit Facility [Line Items]
Committed Amount	1,400,000
Uncommitted Amount	4,300,000
Total Facility Amount	5,700,000
Outstanding Balance	2,529,436	7,457,199
Warehouse and Revolving Credit Facilities | Facility 1
Line of Credit Facility [Line Items]
Committed Amount	400,000
Uncommitted Amount	1,100,000
Total Facility Amount	1,500,000
Outstanding Balance	441,230	851,088
Warehouse and Revolving Credit Facilities | Facility 2
Line of Credit Facility [Line Items]
Committed Amount	0
Uncommitted Amount	300,000
Total Facility Amount	300,000
Outstanding Balance	172,313	295,743
Warehouse and Revolving Credit Facilities | Facility 3
Line of Credit Facility [Line Items]
Committed Amount	0
Uncommitted Amount	300,000
Total Facility Amount	300,000
Outstanding Balance	290,197	459,018
Warehouse and Revolving Credit Facilities | Facility 4
Line of Credit Facility [Line Items]
Committed Amount	0
Uncommitted Amount	450,000
Total Facility Amount	450,000
Outstanding Balance	226,888	266,230
Warehouse and Revolving Credit Facilities | Facility 5
Line of Credit Facility [Line Items]
Committed Amount	0
Uncommitted Amount	200,000
Total Facility Amount	200,000
Outstanding Balance	92	391
Warehouse and Revolving Credit Facilities | Facility 6
Line of Credit Facility [Line Items]
Committed Amount	100,000
Uncommitted Amount	500,000
Total Facility Amount	600,000
Outstanding Balance	310,042	583,449
Warehouse and Revolving Credit Facilities | Facility 7
Line of Credit Facility [Line Items]
Committed Amount	400,000
Uncommitted Amount	400,000
Total Facility Amount	800,000
Outstanding Balance	382,952	1,410,367
Warehouse and Revolving Credit Facilities | Facility 8
Line of Credit Facility [Line Items]
Committed Amount	0
Uncommitted Amount	750,000
Total Facility Amount	750,000
Outstanding Balance	25,113	361,783
Warehouse and Revolving Credit Facilities | Facility 9
Line of Credit Facility [Line Items]
Committed Amount	0
Uncommitted Amount	0
Total Facility Amount	0
Outstanding Balance	0	600,000
Warehouse and Revolving Credit Facilities | Facility 10
Line of Credit Facility [Line Items]
Committed Amount	0
Uncommitted Amount	0
Total Facility Amount	0
Outstanding Balance	0	500,000
Warehouse and Revolving Credit Facilities | Facility 11
Line of Credit Facility [Line Items]
Committed Amount	0
Uncommitted Amount	0
Total Facility Amount	0
Outstanding Balance	0	263,516
Warehouse and Revolving Credit Facilities | Facility 12
Line of Credit Facility [Line Items]
Committed Amount	0
Uncommitted Amount	0
Total Facility Amount	0
Outstanding Balance	0	500,000
Warehouse and Revolving Credit Facilities | Facility 13
Line of Credit Facility [Line Items]
Committed Amount	0
Uncommitted Amount	0
Total Facility Amount	0
Outstanding Balance	0	500,000
Warehouse and Revolving Credit Facilities | Facility 14
Line of Credit Facility [Line Items]
Committed Amount	0
Uncommitted Amount	300,000
Total Facility Amount	300,000
Outstanding Balance	180,609	365,614
Warehouse and Revolving Credit Facilities | Facility 15
Line of Credit Facility [Line Items]
Committed Amount	500,000
Uncommitted Amount	0
Total Facility Amount	500,000
Outstanding Balance	$ 500,000	$ 500,000

XML

WAREHOUSE AND OTHER LINES OF CREDIT - Information on Warehouse Borrowings (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Line of Credit Facility [Line Items]
Loans held for sale, at fair value	$ 2,692,820		$ 2,692,820		$ 8,136,817
Warehouse and Revolving Credit Facilities
Line of Credit Facility [Line Items]
Maximum outstanding balance during the period	4,354,864	$ 9,078,257	7,672,559	$ 9,180,276
Average balance outstanding during the period	$ 3,417,252	$ 8,515,189	$ 4,868,397	$ 8,066,303
Weighted average interest rate during the period	4.18%	2.22%	2.89%	2.25%
Warehouse and Revolving Credit Facilities | Pledged as Collateral
Line of Credit Facility [Line Items]
Loans held for sale, at fair value	$ 2,566,330	$ 8,675,750	$ 2,566,330	$ 8,675,750

XML

DEBT OBLIGATIONS - Information on Outstanding Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Debt obligations, net	$ 2,283,704	$ 1,628,208
Secured debt obligations
Debt Instrument [Line Items]
Debt obligations, net	1,292,517	542,892
Secured debt obligations | Term Notes
Debt Instrument [Line Items]
Debt obligations, net	199,540	199,133
Secured debt obligations | MSR Facilities
Debt Instrument [Line Items]
Debt obligations, net	969,048	262,250
Secured debt obligations | Securities financing facilities
Debt Instrument [Line Items]
Debt obligations, net	93,252	66,439
Secured debt obligations | Servicing advance facilities
Debt Instrument [Line Items]
Debt obligations, net	30,677	15,070
Secured debt obligations | Revolving credit facility
Debt Instrument [Line Items]
Debt obligations, net	1,092,977	343,759
Unsecured debt obligations | Senior Notes
Debt Instrument [Line Items]
Debt obligations, net	$ 991,187	$ 1,085,316

XML

DEBT OBLIGATIONS - Secured Credit Facilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Jan. 31, 2022	Dec. 31, 2021	Sep. 30, 2020	Aug. 31, 2017	Oct. 31, 2014
Debt Instrument [Line Items]
Servicing rights, at fair value	$ 2,030,026		$ 2,006,712
Debt obligations, net	2,283,704		1,628,208
Trading securities, at fair value	$ 97,210		72,874
Minimum
Debt Instrument [Line Items]
Advance rate	60.00%
Maximum
Debt Instrument [Line Items]
Advance rate	90.00%
Finance Servicing Rights
Debt Instrument [Line Items]
Debt obligations, net	$ 116,900
Pledged as Collateral
Debt Instrument [Line Items]
Servicing rights, at fair value	527,059		400,678
Pledged as Collateral | Variable Interest Entity, Not Primary Beneficiary
Debt Instrument [Line Items]
Trading securities, at fair value	97,210		72,874
Secured credit facilities
Debt Instrument [Line Items]
Debt obligations, net	1,292,517		542,892
Secured credit facilities | 2020-VF1 Notes | Advance Receivables Trust
Debt Instrument [Line Items]
Borrowing capacity				$ 100,000
Secured credit facilities | 2020-VF1 Notes | Advance Receivables Trust | Reimbursement For Advances Made
Debt Instrument [Line Items]
Outstanding balance	15,700
Secured credit facilities | GMSR VFN | Servicing Advance Reimbursement Amounts
Debt Instrument [Line Items]
Outstanding balance	15,100
Deferred financing costs	200
Secured credit facilities | GMSR VFN | Maximum
Debt Instrument [Line Items]
Face amount					$ 200,000
Secured credit facilities | Revolving credit facility
Debt Instrument [Line Items]
Borrowing capacity						$ 25,000
Outstanding balance	205,500
Available borrowing capacity	268,000
Debt obligations, net	1,092,977		343,759
Secured credit facilities | Revolving credit facility | Pledged as Collateral
Debt Instrument [Line Items]
Servicing rights, at fair value	289,600
Secured credit facilities | Third Secured Credit Facility
Debt Instrument [Line Items]
Borrowing capacity			300,000
Servicing rights, at fair value	526,600
Outstanding balance	300,000
Line of credit facility, option to increase In borrowing capacity			500,000
Deferred financing costs	200
Secured credit facilities | Fourth Secured Credit Facility
Debt Instrument [Line Items]
Borrowing capacity		$ 500,000
Servicing rights, at fair value	621,400
Outstanding balance	348,000
Deferred financing costs	1,100
Secured credit facilities | Securities financing facilities
Debt Instrument [Line Items]
Debt obligations, net	$ 93,252		$ 66,439

XML

DEBT OBLIGATIONS - Term Notes (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Servicing rights, at fair value	$ 2,030,026	$ 2,006,712
Secured credit facilities | Term Notes
Debt Instrument [Line Items]
Deferred financing costs	500
Long-term Debt, Gross	200,000
Pledged as Collateral
Debt Instrument [Line Items]
Servicing rights, at fair value	$ 527,059	$ 400,678

XML

DEBT OBLIGATIONS - Senior Notes (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	9 Months Ended
	Mar. 31, 2021	Mar. 31, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Oct. 31, 2020
Debt Instrument [Line Items]
Outstanding balance			$ 2,283,704		$ 1,628,208
Gain (loss) on extinguishment of debt			10,528	$ 0
Unsecured term loan | 6.50% Senior Unsecured Notes Due 2025
Debt Instrument [Line Items]
Face amount						$ 500,000
Stated interest rate						6.50%
Outstanding balance			500,000
Deferred financing costs			5,500
Unsecured term loan | 6.125% Senior Unsecured Notes Due 2028
Debt Instrument [Line Items]
Face amount	$ 600,000
Stated interest rate	6.125%
Redemption price, percentage	100.00%
Outstanding balance			502,500
Deferred financing costs			$ 5,800
Extinguishment of debt, amount		$ 97,500
Extinguishment of debt, purchase price, percentage of par		87.90%
Gain (loss) on extinguishment of debt		$ 10,500
Unsecured term loan | 6.125% Senior Unsecured Notes Due 2028 | Any time prior to April 1, 2024
Debt Instrument [Line Items]
Redemption price, percentage	106.125%
Percentage of principal amount to be redeemed	40.00%

XML

DEBT OBLIGATIONS - Interest Expense (Details) - 30-Day or 90-Day LIBOR	9 Months Ended
	Sep. 30, 2022
Minimum
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	0.70%
Maximum
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	3.50%

XML

INCOME TAXES (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Deferred tax asset before valuation allowance	$ 100,000	$ 400,000
Deferred tax liability	$ 135,200,000	$ 193,400,000
Combined federal and state rate, percent	26.00%	26.00%
Deferred tax asset, valuation allowance	$ 0
TRA liability	$ 47,800,000	$ 32,900,000

XML

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Related Party Transaction [Line Items]
Personnel expense	$ 218,819	$ 449,152	$ 861,382	$ 1,523,012
Shareholder
Related Party Transaction [Line Items]
Management fees				200
Personnel expense		$ 100		$ 300

XML

RELATED PARTY TRANSACTIONS - Schedule of Related Party Transactions (Details) - Joint Venture - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
Loan processing and administrative services fee income	$ 4,876	$ 3,650	$ 12,754	$ 10,757
Loan origination broker fees expense	31,917	$ 22,749	81,843	$ 63,457
Amounts (payable) receivable from joint ventures	$ (8,136)		$ (8,136)		$ 1,855

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EQUITY - Additional Information (Details) $ in Thousands	Feb. 12, 2021	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Equity [Abstract]
Stock, exchange ratio	1
Noncontrolling interest		$ 578,874	$ 1,105,803

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EQUITY - Summary of Ownership (Details) - LD Holdings	Sep. 30, 2022 shares
Noncontrolling Interest [Line Items]
Holdco Units (in shares)	314,133,276
Ownership Percentage	100.00%
loanDepot, Inc.
Noncontrolling Interest [Line Items]
Holdco Units (in shares)	165,002,738
Ownership Percentage	52.53%
Continuing LLC Members
Noncontrolling Interest [Line Items]
Holdco Units (in shares)	149,130,538
Ownership Percentage	47.47%

XML

EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Basic earnings per share:
Net loss attributable to loanDepot, Inc.	$ (60,081)	$ 51,475		$ (195,750)	$ 104,911
Weighted average shares - basic (in shares)	162,464,369	130,297,565		151,803,928	127,941,331
Earnings per share - Basic (in usd per share)	$ (0.37)	$ 0.40		$ (1.29)	$ 0.82
Diluted income per share:
Net loss allocated to common stockholders - diluted	$ (60,081)	$ 51,475		$ (195,751)	$ 104,911
Weighted average shares - diluted (in shares)	162,464,369	130,297,565		151,803,928	127,941,331
Earnings per share - Diluted (in usd per share)	$ (0.37)	$ 0.40		$ (1.29)	$ 0.82
Class B
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Common stock, shares, outstanding (in shares)	0	0	0	0	0
Class A
Basic earnings per share:
Net loss attributable to loanDepot, Inc.	$ (24,200)	$ 6,052		$ (70,421)	$ 9,233
Weighted average shares - basic (in shares)	65,437,698	15,318,921		54,611,035	11,259,896
Earnings per share - Basic (in usd per share)	$ (0.37)	$ 0.40		$ (1.29)	$ 0.82
Diluted income per share:
Net loss allocated to common stockholders - diluted	$ (24,200)	$ 6,052		$ (70,421)	$ 9,233
Weighted average shares - diluted (in shares)	65,437,698	15,318,921		54,611,035	11,259,896
Earnings per share - Diluted (in usd per share)	$ (0.37)	$ 0.40		$ (1.29)	$ 0.82
Class A | RSUs
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities (in shares)	14,869,764	1,405,281	1,008,758	12,907,024
Class D
Basic earnings per share:
Net loss attributable to loanDepot, Inc.	$ (35,881)	$ 45,423		$ (125,330)	$ 95,678
Weighted average shares - basic (in shares)	97,026,671	114,978,644		97,192,893	116,681,435
Earnings per share - Basic (in usd per share)	$ (0.37)	$ 0.40		$ (1.29)	$ 0.82
Diluted income per share:
Net loss allocated to common stockholders - diluted	$ (35,881)	$ 45,423		$ (125,330)	$ 95,678
Weighted average shares - diluted (in shares)	97,026,671	114,978,644		97,192,893	116,681,435
Earnings per share - Diluted (in usd per share)	$ (0.37)	$ 0.40		$ (1.29)	$ 0.82
Class C | Common shares
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities (in shares)	156,677,534	191,579,524	195,111,599	167,796,888

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COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2020
Other Commitments [Line Items]
Customer escrow balance	$ 8,000		$ 21,100
Financing receivable, allowance for credit loss	$ 68,926	$ 85,873	29,877	$ 26,988	$ 26,626	$ 33,591
Percent of cash tax savings paid	85.00%
TRA liability	$ 47,800		32,900
MSR Facilities
Other Commitments [Line Items]
Financing receivable, allowance for credit loss	6,500		400
Commitments to Extend Credit
Other Commitments [Line Items]
Commitments to originate loans	4,800,000		$ 12,700,000
Employment Litigation
Other Commitments [Line Items]
Loss contingency, damages sought	$ 75,000

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COMMITMENTS AND CONTINGENCIES - Loan Loss Obligation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of period	$ 85,873	$ 26,626	$ 29,877	$ 33,591
Provision for loan loss obligations	12,932	2,456	108,550	2,723
Charge-offs	(29,879)	(2,094)	(69,501)	(9,326)
Balance at end of period	$ 68,926	$ 26,988	$ 68,926	$ 26,988

XML

REGULATORY CAPITAL AND LIQUIDITY REQUIREMENTS (Details) $ in Millions	Sep. 30, 2022 USD ($)
Mortgage Banking [Abstract]
Minimum adjusted net worth balance requirement	$ 125.3

XML

Label	Element	Value
Stock Vested During Period, Value	ldi_StockVestedDuringPeriodValue	$ (12,844,000)
Distributions For State Taxes	ldi_DistributionsForStateTaxes	160,617,000
Distributions For State Taxes	ldi_DistributionsForStateTaxes	44,427,000
Adjustments To Additional Paid In Capital, Tax Adjustments	ldi_AdjustmentsToAdditionalPaidInCapitalTaxAdjustments	(201,653,000)
Stock Issued During Period, Value, Reorganization	ldi_StockIssuedDuringPeriodValueReorganization	0
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	64,011,000
Over-Allotment Option [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	0
IPO [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	0
Treasury Stock, Common [Member]
Stock Vested During Period, Value	ldi_StockVestedDuringPeriodValue	(12,844,000)
Retained Earnings [Member]
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	104,911,000
Distributions For State Taxes	ldi_DistributionsForStateTaxes	18,977,000
Noncontrolling Interest [Member]
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	294,598,000
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	208,905,000
Distributions For State Taxes	ldi_DistributionsForStateTaxes	160,617,000
Distributions For State Taxes	ldi_DistributionsForStateTaxes	25,450,000
Stock Issued During Period, Value, Reorganization	ldi_StockIssuedDuringPeriodValueReorganization	(740,934,000)
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	37,506,000
Additional Paid-in Capital [Member]
Stock Vested During Period, Value	ldi_StockVestedDuringPeriodValue	(6,000)
Adjustments To Additional Paid In Capital, Tax Adjustments	ldi_AdjustmentsToAdditionalPaidInCapitalTaxAdjustments	(201,653,000)
Stock Issued During Period, Value, Reorganization	ldi_StockIssuedDuringPeriodValueReorganization	740,629,000
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	26,505,000
Common Class D [Member] | Common Stock [Member]
Stock Vested During Period, Value	ldi_StockVestedDuringPeriodValue	(4,000)
Stock Issued During Period, Value, Reorganization	ldi_StockIssuedDuringPeriodValueReorganization	$ 121,000
Stock Vested During Period, Shares	ldi_StockVestedDuringPeriodShares	(4,715,556)
Stock Issued During Period, Shares, Reorganization	ldi_StockIssuedDuringPeriodSharesReorganization	121,368,600
Common Class D [Member] | Common Stock [Member] | Over-Allotment Option [Member]
Stock Issued During Period, Shares, New Issues	us-gaap_StockIssuedDuringPeriodSharesNewIssues	(218,400)
Common Class D [Member] | Common Stock [Member] | IPO [Member]
Stock Issued During Period, Shares, New Issues	us-gaap_StockIssuedDuringPeriodSharesNewIssues	(1,456,000)
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	$ (2,000)
Common Class C [Member]
Dividends	us-gaap_Dividends	152,908,000
Common Class C [Member] | Common Stock [Member]
Stock Vested During Period, Value	ldi_StockVestedDuringPeriodValue	(3,000)
Stock Issued During Period, Value, Reorganization	ldi_StockIssuedDuringPeriodValueReorganization	$ 182,000
Stock Vested During Period, Shares	ldi_StockVestedDuringPeriodShares	(3,367,587)
Stock Issued During Period, Shares, Reorganization	ldi_StockIssuedDuringPeriodSharesReorganization	181,789,329
Common Class C [Member] | Common Stock [Member] | Over-Allotment Option [Member]
Stock Issued During Period, Shares, New Issues	us-gaap_StockIssuedDuringPeriodSharesNewIssues	(359,100)
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	$ (1,000)
Common Class C [Member] | Common Stock [Member] | IPO [Member]
Stock Issued During Period, Shares, New Issues	us-gaap_StockIssuedDuringPeriodSharesNewIssues	(2,394,000)
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	$ (2,000)
Common Class C [Member] | Retained Earnings [Member]
Dividends	us-gaap_Dividends	63,023,000
Common Class C [Member] | Noncontrolling Interest [Member]
Dividends	us-gaap_Dividends	89,885,000
Class X Common Unit [Member]
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	338,000
Class X Common Unit [Member] | Noncontrolling Interest [Member]
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	338,000
Class A And D Common Stock [Member]
Dividends	us-gaap_Dividends	98,763,000
Class A And D Common Stock [Member] | Retained Earnings [Member]
Dividends	us-gaap_Dividends	40,730,000
Class A And D Common Stock [Member] | Noncontrolling Interest [Member]
Dividends	us-gaap_Dividends	58,033,000
Common Class A [Member] | Common Stock [Member]
Stock Vested During Period, Value	ldi_StockVestedDuringPeriodValue	13,000
Stock Issued During Period, Value, Reorganization	ldi_StockIssuedDuringPeriodValueReorganization	$ 2,000
Stock Vested During Period, Shares	ldi_StockVestedDuringPeriodShares	11,341,027
Stock Issued During Period, Shares, Reorganization	ldi_StockIssuedDuringPeriodSharesReorganization	2,215,687
Common Class A [Member] | Common Stock [Member] | Over-Allotment Option [Member]
Stock Issued During Period, Shares, New Issues	us-gaap_StockIssuedDuringPeriodSharesNewIssues	577,500
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	$ 1,000
Common Class A [Member] | Common Stock [Member] | IPO [Member]
Stock Issued During Period, Shares, New Issues	us-gaap_StockIssuedDuringPeriodSharesNewIssues	3,850,000
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	$ 4,000