Part 5

See. Section 9.3 of the Existing Master Repurchase Agreement is hereby amended by deleting subsections (g), (m) and (n) in their entirety and replacing them with the following:

(g) people improvement in people matter regard to any underwriting advice pertaining to help you Eligible Mortgage loans hereunder, otherwise correspondent guidelines (as well as, instead of restrict the brand new correspondent recognition process) away from Supplier that are available at the time of the brand new Effective Big date;

(m) regardless of the initial sentence in the Area plus any knowledge zero later on than 30 (30) days? early in the day created notice in order to Buyer, any (i) change to the location of their chief executive workplace/master bar or nightclub out of you to specified in Part 8.1(t), (ii) change in title, term or business construction (and/or similar) or improvement in the region in which Vendor preserves their records having value on the Bought Property or one Ordered Points, or (iii) reincorporation or reorganization regarding Vendor underneath the laws of another legislation;

(n) any (i) procedure non-financial sanctions levied facing Supplier; (ii) charges or fees levied up against Seller in excess of $[***] personally obtain down to Provider?s measures or omission to do something; (iii) one improvement in Acceptance position of Provider or (iv) the commencement of any point non-techniques Service Audit, data and/or facilities of any action facing Vendor, during the per case of conditions (i), (ii) and (iv), by the one Department, HUD, the new FHA, the Virtual assistant or the RD otherwise one supervisory otherwise regulatory Governmental Power overseeing or managing new origination or servicing away from mortgage loans because of the, or the issuer otherwise seller standing of, Seller;

9.18 Beneficial Ownership Certification. Seller shall at all times either (i) ensure that the Seller has delivered to Buyer a Beneficial Ownership Certification, if applicable, and that the information contained therein is true and correct in all respects, or (ii) deliver to Buyer an updated Beneficial Ownership Certification within five (5) Business Days following the date on which the information contained in any previously delivered Beneficial Ownership Certification ceases to be true and correct in all respects.

10.1 Personal debt. Seller shall not incur any additional material Debt in excess of $[***] without the prior written consent of Buyer, other than (i) the Existing Debt, (ii) Debt incurred in connection with a repurchase agreement, warehouse facility or bad credit personal loans Tennessee similar credit facility or mortgage servicing or servicing advance facility, (iii) Debt incurred with Buyer or its Affiliates, and (iv) usual and customary accounts payable for a mortgage company.

Point cuatro

10.3 Financial obligation and Subordinated Loans. Seller shall not, either directly or indirectly, without the prior written consent of Buyer, pay any Debt or Subordinated Debt if such payment shall cause a Potential Default or Event of Default. Further, if an Event of Default shall have occurred and for as long as such is occurring, Seller shall not, either directly or indirectly, without the prior written consent of Buyer, make any payment of any kind thereafter on such Debt or Subordinated Debt until all obligations of Seller hereunder have been paid and performed in full.

SECTION 7. Transactions that have Associates. Section 10.7 of the Existing Master Repurchase Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

10.7 Transactions with Associates. Other than with respect to a Permitted Affiliate Transaction, Seller shall not, directly or indirectly, enter into any transaction with its Affiliates, without the prior written consent of Buyer, including, without limitation, (a) transferring, selling, pledging, assigning or otherwise disposing of any of its assets to or on behalf of an Affiliate, (b) purchasing or acquiring assets from an Affiliate, or (c) paying management fees to or on behalf of an Affiliate; provided, however, that Seller may, without the