Exhibit 10.2


 


Execution
Copy


 


	January 8, 2018	$57,000,000


 


PURCHASE MONEY NOTE


 


In partial consideration
of the transfer to the undersigned Maker by MMA Capital Management, LLC (“Payee”) and certain of its Affiliates of
the Transferred Assets described in Master Transaction Agreement (as herein defined), Maker promises to pay to the order of Payee
the principal sum of FIFTY-SEVEN MILLION DOLLARS ($57,000,000) (subject to adjustments in accordance with the terms of the Master
Transaction Agreement and reduction pursuant to Section 24 below), together with interest on the outstanding principal balance
hereunder from the date hereof at the rate and in the manner set forth below. The following terms shall apply to this Purchase
Money Note (this “Note”).


 


1.           Definitions.
In addition to the definitions set forth on Annex I hereto, as used in this Note, the following terms have the meanings specified
below:


 


(a)          “Affiliate”
of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by,
or is under common control with, such Person. As used herein, the term “control” (including the terms “controlled
by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract
or otherwise; provided that, following the date hereof neither Maker nor the Manager (as defined in the Master Transaction
Agreement) shall be deemed an Affiliate of Payee or any of Payee’s Subsidiaries.


 


(b)          “Anti-Money
Laundering Laws” has the meaning given in Section 7(j).


 


(c)          “Business
Day” means any day except Saturday, Sunday or any other day on which banking institutions located in New York, New York
are authorized or required by Law to be closed for business.


 


(d)          “Closing
Statements” means Maker’s GAAP Financial Statements for the quarter ended September 30, 2017.


 


(e)          “Code”
has the meaning given in Section 8(g).


 


(f)           “Collateral”
means the “Collateral” as defined in the Pledge Agreement and any other collateral in which a security interest has
been granted by the Maker or one of its Affiliates to the Payee to secure the Maker’s obligations hereunder.


 


(g)          “Collateral
Documents” has the meaning given in Section 17.


 


(h)          “Contract
Rate” has the meaning given in Section 2.


 


(i)           “Default
Rate” has the meaning given in Section 10(b).


 


(j)           “Equity
Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person.


 




     


     


    

 


(k)          “ERISA”
means the Employee Retirement Security Act of 1974, as amended, and the regulations thereunder.


 


(l)           “Fair
Value” means the price that would be received by Maker to sell an asset or paid by Maker to transfer a liability in an orderly
transaction with market participants, as determined in good faith by Maker at the end of a given Reporting Period or other applicable
time.


 


(m)          “Financial
Covenant” means each of the Net Worth Covenant in Section 8(a), the Leverage Ratio in Section 8(b), the Debt Service Coverage
Ratio in Section 8(c), and the Interest Coverage Ratio in Section 8(d).


 


(n)          “Financial
Statements” means Maker’s consolidated balance sheets, Maker’s consolidated statements of income and Maker’s
consolidated statements of cash flows, all prepared in accordance with GAAP. For the avoidance of doubt, Financial Statements shall
not include any statement of change in shareholders’ equity.


 


(o)          “GAAP”
means generally accepted accounting principles in the United States, consistently applied.


 


(p)          “GAAP
Balance Sheet” has the meaning given in the definition of “Tangible Net Worth”.


 


(q)          “GAAP
Value” means the value of an asset or liability as reported on Maker’s GAAP Financial Statements.


 


(r)          “GSE
Rights” has the meaning given in Section 7(o).


 


(s)          “Guilford
Trust Debt” means the obligations assumed by Maker from Payee pursuant to the Master Transaction Agreement in respect of
that certain Promissory Note, dated September 23, 2016, issued by MMA Financial, Inc., a Delaware corporation, to Guilford Portfolio
Asset Management Trust, as the lender.


 


(t)           “Hedging
Agreement” means any interest rate, foreign currency, commodity or equity swap, collar, cap, floor or forward rate agreement,
or other agreement or arrangement designed to protect against fluctuations in interest rates or currency, commodity or equity values
(including, without limitation, any option with respect to any of the foregoing and any combination of the foregoing agreements
or arrangements), and any confirmation executed in connection with any such agreement or arrangement.


 




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(u)          “Indebtedness”
means (a) obligations created, issued or incurred by Maker for borrowed money (whether by loan, the issuance and sale of debt securities
or the sale of property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such
property from such Person); (b) obligations of Maker to pay the deferred purchase or acquisition price of property or services,
other than trade accounts payable arising, and accrued expenses incurred, in the ordinary course of business so long as such trade
accounts payable are payable within ninety (90) days of the date the respective goods are delivered or the respective services
are rendered; (c) Indebtedness of others secured by a lien on the property of Maker, whether or not the respective Indebtedness
so secured has been assumed by Maker; (d) obligations (contingent or otherwise) of Maker in respect of letters of credit or similar
instruments issued or accepted by banks and other financial institutions for the account of Maker; (e) capital lease obligations
of Maker; (f) obligations of Maker under repurchase agreements or sale/buy-back agreements and net obligations with respect to
Hedge Agreements; (g) Indebtedness of others guaranteed by Maker; and (h) Indebtedness of general partnerships of which Maker is
a general partner unless such Indebtedness is expressly made non-recourse to Maker. For the avoidance of doubt, notwithstanding
anything to the contrary set forth herein, (1) intercompany advances in the ordinary course of business in respect of operating
costs (such as cash management obligations, royalty fees and transfer pricing) shall not constitute Indebtedness and (2) obligations
which would otherwise constitute Indebtedness but which have been cash collateralized or amounts for the repayment thereof placed
in escrow shall not constitute Indebtedness to the extent of such cash collateral or escrowed amounts. For purposes of this paragraph,
“Maker” shall include all Subsidiaries of Maker.


 


(v)          “Indenture”
means that certain Indenture dated as of February 25, 2014 by and among Hunt Companies, Inc., the other guarantors party thereto
and Deutsche Bank Trust Company Americas as trustee, as amended or supplemented from time to time.


 


(w)         “Interest
Payment Date” has the meaning given in Section 3.


 


(x)           “Jefferies
Credit Agreement” means that certain Credit Agreement dated as of February 25, 2014, by and among Hunt Companies, Inc., as
borrower, the guarantors from time to time party thereto, lenders from time to time party thereto, Jefferies Finance, LLC, as administrative
agent, Deutsche Bank Trust Company Americas, as collateral agent, and Jefferies Finance LLC, as swingline lender, and certain other
parties party thereto.


 


(y)          “Maker”
means Hunt FS Holdings II, LLC, a Delaware limited liability company.


 


(z)          “Management
Agreement” means that certain Management Agreement of even date herewith by and among Payee, MMA Financial, Inc., MMA Energy
Capital, LLC, Maker and (solely with respect to its obligations under Article V thereof) Hunt Companies, Inc.


 


(aa)        “Master
Transaction Agreement” means that certain Master Transaction Agreement of even date herewith by and among Maker, Payee, MMA
Financial, Inc., MMA Energy Capital, LLC, and, solely with respect to Section 2.07 of the Master Transaction Agreement and
its express obligations under Article V therein, Parent.


 


(bb)        “Maturity
Date” means the seventh anniversary of the date hereof or, if any such day is not a Business Day, the immediately succeeding
Business Day, or the date of any earlier acceleration of this Note.


 


(cc)        “Material
Indebtedness” means (without duplication) Indebtedness for borrowed money (other than the obligations under this Note), capital
lease obligations, unreimbursed obligations for letter of credit drawings and financial guarantees (other than ordinary course
of business contingent reimbursement obligations) or obligations to pay an early termination amount in respect of one or more Hedging
Agreements, of any one or more of Maker and its Subsidiaries in an aggregate principal amount exceeding $5,000,000. For purposes
of determining Material Indebtedness, the “principal amount” of the obligations in respect of any Hedging Agreement
at any time shall be the amount (giving effect to any netting agreements and deducting the value of any posted collateral) that
Maker or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time pursuant to the terms
of the documentation governing such Hedging Agreement.


 




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(dd)        “Material
Subsidiary” means (i) each Subsidiary of Maker that, as of the last day of the fiscal quarter of Maker most recently ended
for which financial statements are required to be delivered under Section 8(f), had revenues or total assets for such quarter in
excess of 10% of the consolidated revenues or total assets, as applicable, of Maker for such quarter, and (ii) any group comprising
Subsidiaries of Maker that each would not have been a Material Subsidiary under clause (i) but that, taken together, as of the
last day of the fiscal quarter of Maker most recently ended for which financial statements are required to be delivered under Section
8(f), had revenues or total assets for such quarter in excess of 10% of the consolidated revenues or total assets, as applicable,
of Maker for such quarter.


 


(ee)        “Note
Documents” means this Note, the Pledge and Security Agreement and the Parent Undertaking Guaranty.


 


(ff)          “Operating
Agreement” means Maker’s Limited Liability Company Operating Agreement dated July 20, 2017, as it may be amended from
time to time.


 


(gg)        “Parent”
means Hunt Companies, Inc., a Delaware corporation and the indirect parent company of Maker.


 


(hh)        “Parent
Undertaking Guaranty” means that certain Parent Undertaking Guaranty dated as of the date hereof, between Parent, as guarantor,
and Payee, as beneficiary.


 


(ii)          “Payee”
means MMA Capital Management, LLC, a Delaware limited liability company.


 


(jj)          “Payee
Costs” has the meaning given in Section 12.


 


(kk)        “Person”
means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated
organization, trust, association or other entity.


 


(ll)          “Pledge
and Security Agreement” has the meaning given in Section 17.


 


(mm)    
“Reporting Period” means each fiscal quarter of Maker, where each Reporting Period in a given calendar year is assumed
to end on the last calendar day of March, June, September and December.


 


(nn)        “Requirements
of Law” means, with respect to any Person, the common law and any statutes, laws, treaties, rules, regulations, orders, decrees,
writs, injunctions or determinations of any arbitrator or court or other Governmental Authority, in each case applicable to or
binding upon such Person or any of its property or to which such Person or any of its property is subject, including without limitation
the Anti-Money Laundering Laws and the applicable rules, regulations, orders, decrees, writs, injunctions or determinations promulgated
by the Financial Industry Regulatory Authority.


 




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(oo)        “Restoration
Obligation” has the meaning given in the Parent Undertaking Guaranty.


 


(pp)        “Restoration
Payment” means each and any payment by Parent in respect of all or a portion of Parent’s Restoration Obligation as
contemplated by the Parent Undertaking Guaranty.


 


(mm)       “Restricted
Payments” means any of the following:


 


(i)          dividends
and other distribution payments by Maker or any of its Subsidiaries to any Affiliates other than Maker or a wholly-owned Subsidiary
of Maker;


 


(ii)         loans
or other advances by Maker or any of its Subsidiaries to any Person, other than loans made to Maker or any of its Subsidiaries
and loans made in the ordinary course of business on an arms’ length basis to unrelated third parties; and


 


(iii)        asset
transfers (including real and personal property of any nature, tangible or intangible) by Maker or any of its Subsidiaries to any
Person other than Maker or a wholly-owned Subsidiary of Maker, other than asset transfers at fair market value in exchange for
at least eighty percent cash with the balance due on market terms from a credit worthy entity.


 


(nn)        “Specified
Notes” means one or more promissory notes issued on or after the date hereof by Maker or any of its Affiliates to any direct
or indirect owner of any of the (i) Equity Interests in Morrison Grove Management, LLC, a Delaware limited liability company, in
connection with the exercise by Maker or any of its Affiliates of the option provided for in that certain Purchase Option Agreement,
dated as of October 8, 2014, as amended by that certain Amended and Restated Purchase Option Agreement, dated as of June 15, 2015,
by and among Charles M. Pinckney, LLC, Johnson Holdings, LLC, Morrison Grove CS Venture Partner, Inc., and MMA Financial, Inc.
or (ii) Woodside Assets (as defined in the Master Transaction Agreement), in connection with the acquisition of the Woodside Assets
pursuant to the Woodside Transfer Agreement (as defined in the Master Transaction Agreement), in each case, including any replacements,
amendments, or supplements thereto.


 


(oo)        “Subsidiary”
means any Person with respect to which more than 50% of its outstanding Equity Interests are owned directly or indirectly by Maker.
Unless otherwise specified herein, “Subsidiary” used herein means each of Maker’s Subsidiaries.


 


(pp)        “Test
Period” has the meaning given in Section 8(a).


 


2.           Interest
Rate. Until all sums due and owing hereunder have been paid in full, interest shall accrue on the unpaid balance hereunder
at the rate of five percent (5%) per annum (the “Contract Rate”), with unpaid interest due and payable compounding
quarterly.


 




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3.           Repayment.


 


(a)          No
principal payment shall be due and payable on this Note during the period from the date hereof through the second anniversary of
the date hereof. Interest shall be due and payable quarterly in arrears on the last day of each calendar quarter or if such day
is not a Business Day, the immediately succeeding Business Day (each, an “Interest Payment Date”), with the first Interest
Payment Date being April 2, 2018 in respect of the period from and including the date hereof through March 31, 2018.


 


(b)          Beginning
on the first Interest Payment Date following the second anniversary of the date hereof and on each Interest Payment Date thereafter
until the earlier of the Maturity Date and the payment of the outstanding principal amount of this Note in full, a principal payment
shall also be due and payable on such date in the amount of TWO MILLION EIGHT HUNDRED AND FIFTY THOUSAND DOLLARS ($2,850,000).
The entire outstanding principal amount hereof, together with all accrued and unpaid interest thereon, and any other amounts due
and remaining unpaid hereunder, shall be due and payable in full in immediately available funds to the bank account of Payee (as
the wiring instruction related to such bank account is notified in writing to Maker at least two (2) Business Days prior to the
first Interest Payment Date after the date hereof, which wiring instruction may be updated by the Payee from time to time in writing
to Maker), on the Maturity Date, unless prepaid in full in accordance herewith. For the avoidance of doubt, amortization payments,
any other prepayments of this Note and reductions in the principal amount of this Note pursuant to Section 24 or pursuant to the
Master Transaction Agreement shall in each case decrease the outstanding principal amount of this Note.


 


4.           Calculation
of Interest. Interest shall be calculated on the basis of three hundred sixty five (365) days per year factor applied to the
actual days on which there exists an unpaid principal balance.


 


5.           Application
of Payments. All payments made hereunder shall be applied first to payment in full of Payee Costs then due to Payee, next to
payment in full of accrued interest (including Default Interest, if any) then due to Payee hereunder, and then to payment in full
of outstanding principal hereunder.


 


6.           Optional
Prepayment. The unpaid principal balance of this Note may be prepaid in whole or in part at any time without penalty or additional
interest.


 


7.           Maker
Representations and Warranties. Maker hereby represents and warrants as follows: As of the date hereof,


 


(a)          Existence.
Maker (i) is a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware,
(ii) is in good standing (or its equivalent) under the laws of the State of Delaware, (iii) has all requisite limited liability
company power, and has all 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 except where the lack of such licenses, authorizations, consents and
approvals would not be reasonably likely to have a material adverse effect on the ability of Maker to perform its obligations hereunder;
and (iv) is qualified to do business and is in good standing (or its equivalent) in all other jurisdictions in which the nature
of the business conducted by it makes such qualification necessary except where failure so to qualify would not be reasonably likely
(either individually or in the aggregate) to have a material adverse effect on the ability of Maker to perform its obligations
hereunder.


 




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(b)          No
Breach. The execution and delivery of this Note and the Collateral Documents to which Maker is a party and the performance
of Maker’s obligations hereunder and thereunder will not conflict with or result in (i) a breach of the organizational documents
of Maker, (ii) a breach of any applicable law, rule or regulation, (iii) a breach of any order, writ, injunction or decree of any
governmental authority, except where such breach would not be reasonably likely to have a material adverse effect on the ability
of Maker to perform its obligations hereunder, (iv) a “Default” or “Event of Default” under, or a breach
by the “Issuer” or “Guarantor” under, the Indenture (each capitalized term used in this clause (iv), other
than “Indenture,” having the meaning assigned thereto in the Indenture) or any agreement or instrument executed in
connection therewith, (v) a “Default” or “Event of Default” under, or a breach by any “Loan Party”
under, the Jefferies Credit Agreement (each capitalized term used in this clause (v), other than “Jefferies Credit Agreement,”
having the meaning assigned thereto in the Jeffries Credit Agreement) or any agreement or instrument executed in connection therewith,
(vi) a “Default” or “Event of Default” under, or a breach by a “Loan Party” under the KKR Credit
Agreement (each capitalized term used in this clause (vi), other than “KKR Credit Agreement,” having the meaning assigned
thereto in the KKR Credit Agreement) or any agreement or instrument executed in connection therewith, (vii) a “Default”
or “Event of Default” under, or a breach by a “Loan Party” under, any of the Warehouse Facilities (each
capitalized term used in this clause (vii), other than “Warehouse Facilities,” having the meaning assigned thereto
in the applicable Warehouse Facilities) or any agreement or instrument executed in connection therewith, (viii) a breach of any
other agreement or instrument to which Maker is a party or by which Maker of any of its property is bound or to which Maker is
subject, except where such breach would not be reasonably likely to have a material adverse effect on the ability of Maker to perform
its obligations hereunder, or (ix) the creation or imposition of any lien (except for liens created pursuant to the Collateral
Documents) upon any property of Maker.


 


(c)          Authorization.
Maker has all necessary limited liability company power, authority and legal right to execute, deliver and perform its obligations
under this Note and the Collateral Documents to which Maker is a party; the execution, delivery and performance by Maker of this
Note and the Collateral Documents to which Maker is a party have been duly authorized by all necessary corporate or other action
on its part; and this Note and the Collateral Documents to which Maker is a party have been duly and validly executed and delivered
by Maker.


 


(d)          Approvals.
No authorizations, approvals or consents of, and no filings or registrations with, any government authority or any securities exchange
are necessary for the execution, delivery or performance by Maker of this Note or the Collateral Documents to which Maker is a
party or for the legality, validity or enforceability hereof or thereof, except for filings and recordings in respect of the liens
created pursuant to the Collateral Documents.


 


(e)          Enforceability.
This Note and the Collateral Documents to which Maker is a party are legal, valid and binding obligations of Maker and are enforceable
against Maker 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.


 


(f)           Indebtedness.
Maker does not have any Indebtedness other than the Indebtedness evidenced by the Closing Statements.


 




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(g)          Material
Adverse Effect. Since the date of the Closing Statements, there has been no development or event nor, to Maker’s knowledge,
any prospective development or event, which has had or is reasonably likely to have a material adverse effect on the ability of
Maker to perform its obligations under this Note and the Collateral Documents to which it is a party.


 


(h)          Litigation.
There are no actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which, to the knowledge
of Maker, are pending or threatened) or other legal proceedings affecting Maker or affecting any of its property before any governmental
authority which would reasonably be expected to have a material adverse effect on the ability of Maker to perform its obligations
under this Note and the Collateral Documents to which it is a party.


 


(i)           Investment
Company Act. Maker is not required to be registered as an “investment company”, or a company “controlled”
by an investment company, within the meaning of the Investment Company Act of 1940.


 


(j)           Anti-Money
Laundering Laws. Maker has complied with all applicable anti-money laundering laws and regulations, including without limitation
the USA PATRIOT Act of 2001 (collectively, the “Anti-Money Laundering Laws”).


 


(k)          No
Prohibited Persons. Neither Maker nor, to Maker’s knowledge, any of its officers, directors or members is a Person (or
fifty percent (50%) or greater owned by a Person): (i) whose name appears on the United States Treasury Department’s Office
of Foreign Assets Control’s (“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,
or (ii) is otherwise the target of sanctions administered by OFAC.


 


(l)           Consents.
Maker has obtained the consent of all Persons whose consent is required for the execution, delivery and performance of this Note
other than such consents the lack of which would not reasonably be expected to have a material adverse effect on the ability of
Maker to perform its obligations under this Note and the Collateral Documents to which it is a party.


 


(m)          Unrestricted
Subsidiary. As of the date hereof, Maker and each of its Subsidiaries is an Unrestricted Subsidiary under the Indenture and
the Jefferies Credit Agreement, and neither Maker nor any of its Subsidiaries is a Guarantor within the meaning of such agreements.
Maker will at all times during the term of this Note be an Unrestricted Subsidiary under the Indenture and the Jefferies Credit
Agreement (to the extent those agreements remain in effect).


 


(n)          Financial
Covenants. The officer’s certificate of Maker delivered to Payee on the Closing Date demonstrates in reasonable detail
Maker’s compliance with each of the Financial Covenants at the end of, or in respect of (as applicable), the Test Period
ended September 30, 2017 on a pro forma basis after giving effect to the transactions contemplated by the Master Transaction Agreement
and this Note.


 




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(o)          Licenses;
Certain Contractual Rights. Maker and each of its Subsidiaries have in full force and effect all licenses, permits and contractual
rights necessary to conduct its business as presently conducted including, without limitation, its rights as a Federal National
Mortgage Association Delegated Underwriter and Servicer, its right to originate and sell loans to Federal Home Loan Mortgage Corporation,
and its right to originate loans for and obtain insurance from the United States Department of Housing and Urban Development and
the Federal Housing Administration and the right to originate and sell GNMA securities (collectively, the “GSE Rights”).


 


8.           Maker
Covenants. Maker hereby covenants as follows:


 


(a)          Net
Worth Covenant. Maker shall maintain a Tangible Net Worth of not less than three and one-half (3.5) times (the “Base
Net Worth Requirement”) the sum of (x) the principal amount of this Note as of the date hereof, (y) the principal amount
of any Specified Notes as of the date of its issuance and (z) the outstanding principal amount of the Guilford Trust Debt assumed
by Maker as of the date hereof (such sum, the “Covered Debt Amount”). Notwithstanding the foregoing, it shall not be
a violation of the Net Worth Covenant if Maker’s Tangible Net Worth declines below the Base Net Worth Requirement to the
extent such decline is due to a net decrease in the Fair Value of Maker’s consolidated assets and liabilities as reported
in Maker’s Financial Statements; provided, however, that Maker’s Tangible Net Worth shall not at any time be less than
two and one-half times (2.5) times the Covered Debt Amount (the “Minimum Net Worth Requirement” and, together with
the Base Net Worth Requirement, the “Net Worth Covenant”). Compliance with the Net Worth Covenant shall be tested as
of the last day of the applicable Reporting Period for which the financial statements have been or are required to be provided
under clause (i) or (ii) of Section 8(g) (each such period, a “Test Period).


 


(b)          Leverage
Ratio. Beginning with the first full fiscal quarter of Maker ending after the date hereof, Maker shall not permit the Consolidated
Leverage Ratio (as defined in Annex I hereto) as of the last day of any Reporting Period to exceed fifty percent (50%).


 


(c)          Debt
Service Coverage Ratio. Beginning with the first full fiscal quarter of Maker ending after the date hereof, Maker shall not
permit the Debt Service Coverage Ratio (as defined in Annex I hereto and calculated in the same manner as illustrated by Annex
II hereto) in respect of any Reporting Period to be less than 1.5 to 1.0.


 


(d)          Interest
Coverage Ratio. Beginning with the first full fiscal quarter of Maker ending after the date hereof, Maker shall not permit
the Interest Coverage Ratio (as defined in Annex I hereto and calculated in the same manner as illustrated by Annex III hereto)
in respect of any Reporting Period to be less than 1.5 to 1.0.


 


(e)          Operating
Agreement. Maker shall not amend its Certificate of Formation or its Operating Agreement, without the prior written consent
of Payee, in a manner that would reasonably be expected to adversely affect in any material respect the rights or interests of
the Payee.


 


(f)           Books
and Records. Maker shall maintain proper books and records and accounts in conformity in all material respects with GAAP.


 




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(g)          Reporting.
Maker shall furnish the following reports and certifications to Payee:


 


(i)          Within
forty-five (45) days after the last day of each of the first three fiscal quarters of each fiscal year of Maker, Maker shall deliver
to Payee unaudited Financial Statements of Maker for such period, accompanied by an officer’s certificate certifying that
Maker’s Financial Statements present fairly in all material respects the financial condition of Maker as of their respective
dates and the results of operations of Maker for the respective periods then ended, subject to normal year-end adjustments and
the absence of footnotes.


 


(ii)         Within
ninety (90) days after the last day of Maker’s fiscal year, commencing with the 2017 fiscal year, Maker shall deliver to
Payee Financial Statements of Maker for such fiscal year, audited by a nationally recognized independent accounting firm.


 


(iii)        (x)
No later than thirty (30) days following the end of each of the first three fiscal quarters of a fiscal year of Maker, Maker shall
deliver to Payee a draft consolidated balance sheet of Maker and its Subsidiaries as at the end of such fiscal quarter and the
related draft consolidated income statement for such fiscal quarter, together with reasonable supporting details as may be reasonably
requested by Payee for the purpose of assessing the Maker’s compliance with each of the Financial Covenants as of the reporting
date of such draft consolidated balance sheet; (y) no later than sixty (60) days following the end of each fiscal year of Maker,
Maker shall deliver to Payee a draft consolidated balance sheet of Maker and its Subsidiaries as at the end of such fiscal year
and the related draft consolidated income statement for such fiscal year, together with reasonable supporting details as may be
reasonably requested by Payee for the purpose of assessing the Maker’s compliance with each of the Financial Covenants as
of the reporting date of such draft consolidated balance sheet; and (z) concurrently with the delivery of financial statements
pursuant to the foregoing clause (x) or (y), Maker shall deliver a certificate executed by a responsible officer of Maker, certifying
as to whether an Event of Default, to the knowledge of such officer, has occurred under any of the Note Documents and, if an Event
of Default has occurred, describing the details thereof.


 


(iv)        Concurrently
with the delivery of the Financial Statements required by clauses (i) and (ii) of this Section 8(g) for any Reporting Period, Maker
shall deliver to Payee an officer’s certificate (X) demonstrating that Maker is in compliance with each of the Financial
Covenants at the end of, or in respect of (as applicable), the Test Period related to such Reporting Period (or, if not in compliance,
provide supporting information that details changes (if any) in the Fair Value of Maker’s assets and liabilities recognized
during the Reporting Period), (Y) certifying that such information has been prepared in accordance with the reporting standards
established herein, and (Z) certifying the accuracy in all material respects of the information presented.


 




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(v)         If
the Financial Statements or the officer’s certificate delivered under this Section 8(g) show non-compliance with the Base
Net Worth Requirement as of the end of any applicable Reporting Period and Maker claims that such non-compliance is due to a net
decrease in Fair Value as provided for in Section 8(a), Maker shall submit an adjusted GAAP balance sheet showing Maker’s
Tangible Net Worth assuming (A) no changes in the net Fair Value of those assets and liabilities of Maker which were shown on the
Closing Statements and remain on Maker’s balance sheet, and (B) as to the assets and liabilities acquired since the date
of the Closing Statements, no change in the net Fair Value of such assets and liabilities since the date of their acquisition based
on their initial Fair Value being equal to their acquisition price.


 


(h)          Foreign
Person. Maker is not a “foreign person” within the meaning of the Internal Revenue Code of 1986 and the regulations
thereunder (the “Code”).


 


(i)           ERISA.
Until this Note is paid in full: (i) Maker is not and will not be an “employee benefit plan” as defined in Section
3(3) of ERISA, which is subject to Title I of ERISA or a “plan” as defined in and subject to Section 4975 of the Code,
and the assets of Maker do not and will not constitute “plan assets” within the meaning of 29 CFR, Section 2510.3-101,
as modified by Section 3(42) of ERISA (“Plan Assets”); (ii) assuming that the Payee is not, and is not using assets
of, a “governmental plan” (as defined in Section 3(32) of ERISA) in connection with any such transaction, transactions
by or with Maker and the Payee are not and will not be subject to state statutes applicable to Maker regulating investments of
and fiduciary obligations with respect to “governmental plans” that would be violated by the transactions contemplated
by this Note; and (iii) except as would not reasonably be expected to have a material adverse effect on the ability of Maker to
perform its obligations hereunder, (x) Maker has and will continue to satisfy the minimum funding standards of Section 302 of ERISA
and Section 412 of the Code with respect to each employee pension benefit plan, as defined in Section 3(2) of ERISA, which is subject
to Title IV of ERISA or Section 412 of the Code, which is maintained by Maker, if any (a “Pension Plan”); (y) Maker
has and will continue to administer each such Pension Plan, if any, in material compliance with its terms and the applicable provisions
of ERISA and any other federal or state law; and (z) Maker has not and will not permit any liability under Sections 4201, 4243,
4062 or 4069 of Title IV of ERISA or taxes or penalties relating to any Pension Plan or “multiemployer plan” (as defined
in Section 3(37) of ERISA), to which it is obligated to contribute, to become delinquent or assessed, respectively.


 


(j)           Other
Debt; Liens. Maker shall not incur Indebtedness for borrowed money other than the obligations under this Note, the Specified
Notes and the Guilford Trust Debt. Maker shall not pledge or otherwise encumber as security for any Indebtedness more than fifty
percent (50%) of its assets, as measured by Fair Value (i.e., at least fifty percent (50%) of Maker’s assets, as measured
by Fair Value, shall be unencumbered at all times).


 


(k)          Change
of Control. The Persons set forth on Schedule 11 of the Management Agreement shall, at all times, directly or indirectly, own
not less than fifty-one percent (51%) of the Equity Interests of Maker or its ultimate parent entity.


 


(l)           Notices.


 


(i)          Maker
shall deliver, promptly upon receipt, copies of any notices of default or events of default under the KKR Credit Agreement, the
Warehouse Facilities or any Specified Notes.


 




    	 	11	 



     


    

 


(ii)         Maker
shall promptly notify Payee if Maker or any of its Subsidiaries loses any GSE Rights.


 


(m)         Legal
and Regulatory Compliance. Maker shall comply in all material respects with, and shall cause each of its Subsidiaries to comply
with, all applicable Requirements of Law, except as would not reasonably be expected to have a material adverse effect on the ability
of Maker to perform its obligations hereunder.


 


(n)          Investment
Company Act. Maker shall not become an entity required to be registered as an “investment company” within the meaning
of the Investment Company Act of 1940.


 


9.           Events
of Default. Each of the following shall be an “Event of Default” hereunder:


 


(a)          Payment
Default. Maker shall fail to pay when due any amount required to be paid under this Note and such failure, in the case of any
payment of interest or other amounts, continues for five (5) Business Days.


 


(b)          Covenant
Default. Subject to Section 11, Maker shall be in breach of any of its covenants or agreements under Section 8 or Section 11(a)
of this Note; provided, however, that in the case of a breach of clause (e), (f), (g), (i), (l) or (m) of Section 8, such breach
shall not be an Event of Default unless such breach shall continue unremedied for a period of thirty (30) calendar days after the
earlier of (i) the date on which Maker knows of such breach and (ii) the date Payee gives Maker written notice of such breach.


 


(c)          Representation
Default. Any representation or warranty made by Maker in this Note shall not be true in all material respects (or if such representation
or warranty is qualified by “Material Adverse Effect” or other materiality qualification, in all respects) as of the
date made;


 


(d)          Collateral
Document Default. The occurrence of an “Event of Default” under and as defined in the Pledge and Security Agreement
or any other Collateral Document.


 


(e)          Insolvency
Default. Maker or any Material Subsidiary admits in writing its inability to pay its debts or voluntarily brings, acquiesces
in, or becomes subject to, any of the following: (A) any action for dissolution, act of dissolution or dissolution or the like
of Maker or such Material Subsidiary under the United States Bankruptcy Code as now or hereafter constituted; (B) the filing of
a petition or answer proposing the adjudication of Maker or any such Material Subsidiary as a bankrupt or its reorganization or
arrangement, or any composition, readjustment, liquidation, dissolution or similar relief with respect to it pursuant to any present
or future federal or state bankruptcy or similar law; (C) the appointment by order of a court of competent jurisdiction of a receiver,
trustee or liquidator of the Premises or any part thereof or of Maker or any such Material Subsidiary; or (D) a transfer in fraud
of creditors or an assignment for the benefit of creditors.


 


(f)          Restricted
Payments. Making a Restricted Payment at any time that such Restricted Payment is prohibited under this Note.


 




    	 	12	 



     


    

 


(g)          Enforceability.
Maker shall contest, challenge or repudiate the validity, effectiveness or enforceability of this Note or any of the Collateral
Documents to which it is a party or shall seek to disaffirm, terminate, limit or reduce its obligations under this Note or any
of the Collateral Documents to which it is a party.


 


(h)          Cross-Acceleration.
There shall have occurred under any of Maker’s or its Subsidiaries’ Material Indebtedness an event which has resulted
in any holder thereof (or agent or trustee therefor) accelerating or otherwise causing such Material Indebtedness to become due
and payable prior to the scheduled maturity thereof, and Maker (or relevant Subsidiary) fails to satisfy its obligations under
such Material Indebtedness on the due date thereof.


 


10.          Remedies.
Immediately upon the occurrence of and during the continuation of an Event of Default:


 


(a)          Acceleration.
Upon the occurrence of an Event of Default under Section 9(e) above, the entire outstanding principal balance of this Note, together
with unpaid interest accrued thereon, shall be automatically due and payable in full without further action by the Payee. If an
Event of Default (other than an Event of Default under Section 9(e) above) shall occur and be continuing, then Payee shall have
the right, by notice to Maker, to declare all outstanding principal amount under this Note due and payable in full immediately,
and thereupon such outstanding principal amount, together with accrued interest thereon and other obligations of Maker accrued
hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by Maker.


 


(b)          Default
Interest. This Note shall bear interest at the Contract Rate plus four percent (4%) per annum (the “Default Rate”)
upon the occurrence and during the continuation of an Event of Default.


 


(c)          Restricted
Payments. Maker and its Subsidiaries shall not make any further Restricted Payments.


 


(d)          All
Other Remedies. Payee shall have all other rights available at law or in equity.


 


11.         Financial
Covenant Violation. Notwithstanding anything in Sections 8 or 9 to the contrary, a violation of the Financial Covenants will
not be an Event of Default and the following shall be Payee’s exclusive remedies with respect to a violation of any of the
Financial Covenants:


 


(a)          In
the event that Maker (A) fails to meet the Base Net Worth Requirement on any given quarterly test date for reasons other than the
net decline in the Fair Value of its consolidated assets and consolidated liabilities, or fails for any reason to meet the Minimum
Net Worth Requirement, or (B) fails to meet any other Financial Covenant on any given quarterly test date, then Maker shall meet
such Financial Covenant as of the next succeeding quarterly test date (i.e., at the end of the succeeding Reporting Period). In
the event that Maker does not meet such Financial Covenant as of such next succeeding quarterly test date, then, unless and until
Maker again meets such Financial Covenant, (A) the interest rate on this Note shall increase to the Default Rate as of such quarterly
test date, and (B) Maker and its Subsidiaries shall not make any Restricted Payments on or after such quarterly test date, except
for tax distributions permitted under Section 7 of Maker’s Operating Agreement.


 




    	 	13	 



     


    

 


(b)          Notwithstanding
anything in Section 11(a) or elsewhere in this Note to the contrary, the making of a Restricted Payment in violation of Section
11(a) shall be an Event of Default; provided, however, that any such Event of Default and any other Event of Default that may arise
solely in connection therewith shall be deemed cured with the payment made by Parent, to Payee in respect of Parent’s related
Restoration Obligation under the Parent Undertaking Guaranty.


 


12.         Payee’s
Costs. Maker shall pay Payee immediately upon demand all reasonable and documented out-of-pocket costs and expenses, including
reasonable and documented attorney’s fees incurred by Payee in protecting or asserting any of Payee’s rights under
this Note, including without limitation documented fees and expenses incurred in seeking legal advice in connection with any matter
related to the administration or enforcement of this Note and the Collateral Documents, or in connection with any default or potential
default, regardless of whether suit is filed (collectively, “Payee Costs”).


 


13.         Waiver
of Protest. Maker, and all parties to this Note, whether maker, endorser, or guarantor, waive presentment, notice of dishonor
and protest.


 


14.         Commercial
Loan. Maker warrants that this Note is the result of a commercial loan transaction.


 


15.         Choice
of Law. This Note shall be governed, construed and enforced in accordance with the laws of the State of New York without regard
to conflict of law principles that would result in the application of the law of another jurisdiction.


 


16.         Invalidity
of Any Part. If any provision or part of any provision of this Note, or the application thereof to any facts or circumstances,
shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provisions or the remaining part of any effective provisions of this Note, or the application of any
provisions hereof to other facts or circumstances, and this Note shall be construed as if such invalid, illegal, or unenforceable
provision or part thereof had never been contained herein, but only to the extent of its invalidity, illegality, or unenforceability.


 


17.         Collateral.
This Note is secured by the Collateral described in the Pledge and Security Agreement of even date herewith by and between Pledgor
(as defined therein) and Payee (the “Pledge and Security Agreement”) and any ancillary documents or instruments executed,
filed or delivered in connection herewith or therewith (collectively with the Pledge and Security Agreement, the “Collateral
Documents”). Maker hereby consents to the terms of the Pledge Agreement and agrees to, to the extent permitted by all applicable
Requirements of Law, take any actions and execute such documents as reasonably requested by the Payee to protect and enforce its
first priority security interest in the Collateral and its rights and remedies under the Pledge Agreement.


 




    	 	14	 



     


    

 


18.         Consent
to Jurisdiction. This note shall be governed by and construed in accordance with the internal laws of the State of New York
without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction)
that would require the application of the laws of another jurisdiction.


 


Any legal suit, action
or proceeding arising out of or based upon this Note, any Collateral Documents or the transactions contemplated hereby or thereby
may be instituted in the Federal Courts of the United States of America or the courts of the State of New York in each case located
in the County of New York, in the city of New York, New York and both Payee and Maker irrevocably submit to the exclusive jurisdictions
of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to Payee’s
or Maker’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought
in any such court. Payee and Maker irrevocably and unconditionally waive any objection the laying of venue of any suit, action
or any proceeding in such court and irrevocably waive and agree not to plead or claim in any such court that any such suit, action
or proceeding brought in any such court has been brought in an inconvenient forum.


 


19.         Waiver
of Jury Trial. Maker and, by its acceptance of this Note, Payee, each acknowledges and agrees that any controversy which may
arise under this Note or any Collateral Documents is likely to involve complicated and difficult issues and, therefore, each such
party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out
of or relating to this Note, any Collateral Documents and the transactions contemplated hereby or thereby. Maker and, by its acceptance
of this Note, Payee, each certifies and acknowledges that (a) no representative of any other party has represented, expressly
or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such
party has considered the implications of this waiver, (c) such party makes this waiver voluntarily, and (d) such party
has been induced to enter into this Note by, among other things, the mutual waivers and certifications in this Section 19.


 


20.         Notice.
All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed
to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee
if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a
PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business
Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered
mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the following addresses
(or at such other address for a Party as shall be specified in a notice given in accordance with this Section 20.)


 


	 	If to Maker:	Hunt FS Holdings II, LLC
	 	 	980 North Michigan Avenue, Suite 1150
	 	 	Chicago, IL 60611
	 	 	Attention: Kara E. Harchuck, General Counsel
	 	 	Fax No.: 312-799-3909
	 	 	Email: kara.harchuck@huntcompanies.com


 




    	 	15	 



     


    

 


	 	With a copy to (which does not constitute notice):
	 	 	 
	 	 	Paul, Weiss, Rifkind, Wharton & Garrison LLP
	 	 	1285 Avenue of the Americas
	 	 	New York, New York 10019-6064
	 	 	Attention: Jeffrey D. Marell, Esquire
	 	 	Ross A. Fieldston, Esquire
	 	 	Facsimile: (212) 492-0105, (212) 492-0075
	 	 	E-mail:  jmarell@paulweiss.com and rfieldston@paulweiss.com
	 	 	 
	 	If to Payee:	MMA Capital Management, LLC
	 	 	3600 O’Donnell Street, Suite 600
	 	 	Baltimore, Maryland 21224
	 	 	Attention:  Gary A. Mentesana and Megan Sophocles  Fax No.:  (443) 263-2857
	 	 	Email:  gary.mentesana@mmacapitalmanagement.com and megan.sophocles@mmacapitalmanagement.com
	 	 	 
	 	With a copy to (which does not constitute notice):
	 	 	 
	 	 	Gallagher Evelius & Jones LLP 
	 	 	218 N. Charles Street, Suite 400
	 	 	Baltimore, Maryland 21201
	 	 	Attention: Stephen A. Goldberg, Esquire
	 	 	Fax No.:  (410) 468-2786
	 	 	Email: sgoldberg@gejlaw.com


 


21.         Construction.
No provision of this Note shall be construed for or against any party on the grounds that one party or the other was the drafter
thereof, it being agreed that this Note was fully negotiated by the parties and their counsel. For purposes of this Note: (a) the
words “include”, “includes” and “including” shall be deemed to be followed by the words “without
limitation”; (b) the word “or” is not exclusive; and (c) the words “herein”, “hereof”,
“hereby”, “hereto” and “hereunder” refer to this Note as a whole. Unless the context otherwise
requires, references herein to Sections mean the Sections of this Note. The headings in this Note are for reference only and shall
not affect the interpretation of this Note.


 


22.         Tax
Forms. The Payee shall, prior to the first Interest Payment Date, deliver to Maker a validly-completed IRS form W-9 or applicable
IRS form W-8 of Payee and any reasonably requested supporting documentation. Thereafter, upon transfer by Payee of any portion
of its interest in this Note pursuant to Section 7.9 of the Pledge and Security Agreement, Maker’s reasonable request or
any IRS form or certification previously delivered by Payee or its successors or assigns expiring or becoming obsolete or inaccurate
in any respect, Payee, or the relevant successor or assign, as the case may be, shall update such IRS form or certification. If
Payee fails to deliver any properly completed IRS form or certification indicating that no tax withholding is required with respect
to any payments hereunder or under the Pledge and Security Agreement, Maker shall be permitted to so withhold in accordance with
applicable legal requirements.


 




    	 	16	 



     


    

 


23.         Waiver.
This Note may only be amended, modified or supplemented only by an agreement in writing signed by both Maker and Payee. No waiver
by Payee of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by Payee. No waiver
by Payee shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such
written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise,
or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.


 


24.         Reduction
of Principal. The outstanding principal amount of this Note shall be reduced, on a dollar for dollar basis, by the amount of
any Restoration Payment received by Payee.


 


[Remainder of Page Left Intentionally blank;
Signature Page Follows]


 




    	 	17	 



     


    

 





	 	MAKER:
	 	 	 
	 	HUNT FS HOLDINGS II, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ James C. Hunt
	 	Name:	James C. Hunt
	 	Title:	Chief Executive Officer




 




    	 	18	 



     


    

 


Annex I          Certain Definitions


 


“Base Net Worth Requirement”
has the meaning given in Section 8(a)(i).


 


“Consolidated EBITDA”
means for any Reporting Period, (a) the Consolidated Net Income of the Group Members, plus (b) without duplication, to the
extent deducted in determining net income, the sum of the following amounts for Maker and such Subsidiaries that were recognized
in Maker’s Financial Statements:


 


(i)          income
taxes incurred during such period,


 


(ii)         Interest
during such period,


 


(iii)        depreciation
and amortization expense for such period,


 


(iv)        any
amortization of the MSR Value recognized during such period,


 


(v)         charges
taken during such period relating to a write-down, write-off or reserve with respect to MSRs,


 


(vi)        all
other non-cash charges or losses incurred during such period (except to the extent that such non-cash charges are reserved for
cash charges to be taken in the future),


 


(vii)       fees
and expenses incurred in connection with any financing transactions consummated by Maker and its Subsidiaries during the 12-month
period ending on the date of the Note, and fees and expenses incurred during the applicable Reporting Period in connection with
the issuance of any additional Indebtedness or Equity Interests permitted to be issued hereunder,


 


(viii)      fees
and expenses incurred in connection with the Note Documents or any documents in respect of any Specified Notes, the Guilford Trust
Debt, the KKR Credit Agreement or any Warehouse Facilities during such period,


 


(ix)         losses
incurred during such period in connection with discontinued operations,


 


(x)          unrealized
losses or provisions in respect of Hedging Agreements, derivatives contracts, loans, financial instruments and real estate investments,


 


(xi)         provisions
for at-risk sharing obligations or any comparable loss sharing arrangements,


 


(xii)        unusual
or non-recurring losses and charges,


 


(xiii)       proceeds
actually received by the Group Members during such period from any business interruption insurance (to the extent such proceeds
are not reflected as revenue or income in such statement of such Consolidated Net Income),


 




    	 	Annex I-1	 



     


    

 


(xiv)      charges
or write-offs to the extent indemnified or insured by a third party, including expenses covered by indemnification provisions in
any agreement in connection with the Master Transaction Agreement or any other acquisition by Maker or any of its Subsidiaries
to the extent actually reimbursed (and to the extent such reimbursement proceeds are not included in arriving at Consolidated Net
Income),


 


minus (c),
without duplication and to the extent included in determining Consolidated Net Income, the sum of


 


(i)          the
fair value of expected net future cash flows from servicing rights recognized at commitment,


 


(ii)         gains
during such period in connection with discontinued operations,


 


(iii)        unrealized
gains in respect of Hedging Agreements, derivatives contracts and loans,


 


(iv)        any
cash loan loss expenses not otherwise deducted or excluded from the determination of Consolidated Net Income, and


 


(v)         realized
risk sharing losses.


 


“Consolidated Leverage
Ratio” means, as of the last day of any Reporting Period, the ratio of (a) Consolidated Total Debt as of such last day to
(b) Consolidated Net Assets as of such last day.


 


“Consolidated Net
Assets” shall mean, as of the end of a Reporting Period, the consolidated total assets as reflected on the consolidated
balance sheet of Maker in accordance with GAAP applied consistently with past practice, less (ii) any amount drawn by Maker
or any of its Subsidiaries under any Warehouse Facilities.


 


“Consolidated Net
Income” means for any Reporting Period, the net income (loss) of the Group Members as reported in Maker’s Financial
Statements, determined on a consolidated basis in accordance with GAAP; provided that, in calculating Consolidated Net Income of
the Group Members for any Reporting Period, there shall be excluded, without duplication the following amounts that were recognized
in Maker’s Financial Statements, (a) the income (or loss) for such period of any Person (other than a Subsidiary of Maker)
in which any Group Member has an ownership interest, except to the extent that any such income is actually received by a Group
Member in the form of dividends or similar distributions (which dividends and distributions shall be included in the calculation
of Consolidated Net Income of the Group Members), (b) any extraordinary gains and losses and non-recurring gains or losses which
were not incurred in the ordinary course of business, (c) any tax refunds, net operating losses or other net tax benefits, (d)
the cumulative effect of a change in accounting principles during such period and (e) effects of purchase accounting adjustments
(including the effects of such adjustments pushed down to such Person and its subsidiaries) required or permitted by GAAP, resulting
from the application of purchase accounting or the amortization or write-off of any amounts thereof, net of taxes.


 




    	 	Annex I-2	 



     


    

 


“Consolidated Total
Debt” means, as of any date of determination, all outstanding long-term Indebtedness of the types described in clauses (a),
(d) (solely to the extent such letters of credit or similar instruments are drawn and not unreimbursed) and (e) of the definition
of “Indebtedness” set forth in Section 1 of this Note and, without duplication, all guarantee obligations with respect
to any such Indebtedness to the extent such Indebtedness is reflected on the balance sheet of Maker and its Subsidiaries as a liability
in accordance with GAAP applied consistently with past practice, in each case, of the Group Members on a consolidated basis. For
the avoidance of doubt, Consolidated Total Debt shall not include any amount drawn, issued or borrowed by Maker or any of its Subsidiaries
under any Warehouse Facilities.


 


“Debt Service”
means, with respect to any Reporting Period, the aggregate amount of payments required to be made by Maker and its Subsidiaries
during such period in respect of the Consolidated Total Debt in such period, consisting of the Quarterly Amortization Amount and
the Interest to the extent required to be made during such Reporting Period, increased or decreased, as applicable, by any amounts
paid or received in respect of Hedging Agreements in respect of the interest rate payable in respect of any such Consolidated Total
Debt.


 


“Debt Service Coverage
Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA to (b) Debt Service, in each case in
respect of the Reporting Period applicable to such date; provided, that for purposes of calculating the Debt Service Coverage Ratio,
99% of the deduction set forth in clause (c)(i) of the definition of Consolidated EBITDA shall be disregarded.


 


“Group Members”
means collectively, Maker and its consolidating Subsidiaries.


 


“Interest”
means, with respect to any Reporting Period, the aggregate amount of interest expense of Maker and its Subsidiaries for such period,
whether paid or accrued, including without limitation, amortization of debt issuance costs and original issue discount, non-cash
interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated
with capital lease obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’
acceptance financings, and net of the effect of all payments made, received or accrued in connection with Hedging Agreements with
respect to Consolidated Total Debt in respect of the interest rate payable in such period, and in any event excluding any impact
from the Warehouse Facilities (including securitization).


 


“Interest Coverage
Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA to (b) Interest.


 


“KKR Credit Agreement”
means that certain Loan and Guaranty Agreement, dated as of February 14, 2017, by and among HCH Holdings, LLC, as borrower, the
guarantors party thereto from time to time, the lenders party thereto from time to time, and Wilmington Savings Fund Society, FSB,
as administrative agent and collateral agent, as may be amended, restated, amended and restated, supplemented, extended or otherwise
modified from time to time.


 


“Minimum Net Worth
Requirement” has the meaning given in Section 8(a)(i).


 


“MSR Value”
means, on any date, with respect to MSRs owned by Maker or any wholly-owned Subsidiary of Maker, the aggregate value thereof as
reflected in the relevant balance sheets and determined in accordance with GAAP.


 


“MSRs” means
mortgage servicing rights of Maker and its Subsidiaries.


 




    	 	Annex I-3	 



     


    

 


“Net Worth Covenant”
has the meaning given in Section 8(g).


 


“Note Quarterly Amortization
Amount” means Two Million Eight Hundred Fifty Thousand Dollars ($2,850,000) being five percent (5%) of the original principal
amount of the Note.


 


“Quarterly Amortization
Amount” means, with respect to any Reporting Period, the aggregate of the following quarterly amortization payments for such
period: the Note Quarterly Amortization Amount, the Specified Note Quarterly Amortization Amount, the quarterly principal amortization
payment actually required to be made pursuant to the KKR Credit Agreement, and any quarterly principal amortization payment actually
required to be made pursuant to the documentation in respect of any other Consolidated Total Debt.


 


“Specified Note Quarterly
Amortization Amount” means the quarterly amortization payments on the Specified Notes, each such payment being equal to five
percent (5%) of the original principal amount of the Specified Notes.


 


“Tangible Net Worth”
shall mean, as to any Person, as of the end of a Reporting Period, the difference between the carrying value of (i) the consolidated
total assets of such Person minus the consolidated intangible assets of such Person (for clarity, MSRs shall not be deemed intangible
assets) and (ii) the consolidated total liabilities of such Person, all as reported in such Person’s consolidated balance
sheets, in each case prepared in accordance with GAAP on a consolidated basis with such Person’s Subsidiaries, disregarding
the effect of any minority interests.


 


“Warehouse Facilities”
means any warehouse lines of credit, repurchase facilities and Federal Home Loan Bank financings, and any nonrecourse financings,
in each case, established consistent with past business practices and used by Maker or any of its Subsidiaries in the ordinary
course of business to acquire or hold assets, and any replacement lines of credit established in connection therewith. For the
avoidance of doubt, any liabilities related to securitizations shall be deemed to be Warehouse Facilities.


 




    	 	Annex I-4