Exhibit 10.6.2

  

   

  CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***]
      INDICATES THAT INFORMATION HAS BEEN REDACTED.

   

  ASSIGNMENT AND AMENDMENT NO. 2

  TO MASTER REPURCHASE AGREEMENT AND 

        ASSIGNMENT AND AMENDMENT NO. 8 TO PRICING LETTER

   

  Assignment and Amendment No. 2 to Master
      Repurchase Agreement and Assignment and Amendment No. 8 to Pricing Letter, dated September 15, 2016 (this “Amendment”) among HOME POINT FINANCIAL CORPORATION (the “Seller”), UBS BANK USA (“Assignor”) and UBS AG, by and through
      its branch office at 1285 Avenue of the Americas, New York, New York (“Assignee” and “UBS 1285”).

   

  WITNESSETH

   

  Assignor and Seller are parties to that certain
      (a) Master Repurchase Agreement, dated as of October 28, 2015 (as amended by Amendment No. 1, dated as of May 4, 2016, the “Existing Repurchase Agreement”, and as further amended by this Amendment, the “Repurchase Agreement”) and (b)
      Pricing Letter, dated as of October 28, 2015 (as amended by Amendment No. 1, dated as of January 27, 2016, Amendment No. 2, dated as of March 9, 2016, Amendment No. 3, dated as of March 31, 2016, Amendment No. 4, dated as of April 20, 2016, Amendment
      No. 5, dated as of May 4, 2016, Amendment No. 6 to Pricing Letter, dated as of June 29, 2016 and Amendment No. 7 to Pricing Letter, dated as of August 25, 2016, the “Existing Pricing Letter”, and as further amended by this Amendment, the “Pricing



        Letter”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement and Existing Pricing Letter, as applicable.

   

  Assignor wishes to assign to UBS 1285 and UBS 1285
      wishes to assume all of the Assignor’s interest in the Repurchase Agreement, the Pricing Letter, the other Program Documents and all future and outstanding Transactions thereunder.

   

  Assignor, UBS 1285 and Seller have agreed, subject
      to the terms and conditions of this Amendment, that the Existing Repurchase Agreement and Existing Pricing Letter be amended to reflect certain agreed upon revisions to the terms thereof.

   

  Accordingly, Assignor, UBS 1285 and Seller hereby
      agree, in consideration of the mutual promises and mutual obligations set forth herein contained (the receipt and sufficiency of which are hereby acknowledged by each of the parties), that the Existing Repurchase Agreement and Existing Pricing Letter
      are hereby amended as follows:

   

  SECTION 1. Assignment. In consideration of
      the Repurchase Price outstanding as of the date hereof, Assignor hereby assigns and UBS 1285 hereby assumes all of Assignor’s rights and obligations, as Buyer, with respect to the Existing Repurchase Agreement, the Existing Pricing Letter and all
      future and outstanding Transactions thereunder. For the avoidance of doubt, each outstanding Transaction is a continuing transaction and has not been, and shall not be, considered terminated in any respect. From and after the date hereof, (a) UBS
      1285 shall be a party to the Repurchase Agreement and Pricing Letter and shall have the rights and obligations of Assignor as Buyer thereunder and shall be bound by the provisions thereof and (b) Assignor shall relinquish its rights and be released
      from its obligations under the Repurchase Agreement and Pricing Letter and all future and outstanding Transactions thereunder except for those Obligations

   

   

  
     

    
      
 

  

   

  of Seller to Assignor (including, without limitation, any
      indemnification obligations) that survive which shall continue for the benefit of the Assignor.

   

  SECTION 2. Repurchase Agreement Amendments.

   

  2.1        Definitions. Section 2 of the
      Existing Repurchase Agreement is hereby amended by deleting the definition of “Buyer” in its entirety and replacing it with the following:

   

  “Buyer” shall mean UBS AG,
      by and through its branch office at 1285 Avenue of the Americas, New York, New York, its successors in interest and assigns pursuant to Section 17 and, with respect to Section 7, its participants.

   

  2.2        References. The Existing
      Repurchase Agreement is hereby amended by replacing all references to “UBS BANK USA” with “UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York”.

   

  2.3        Buyer Authorizations. The
      Existing Repurchase Agreement is hereby amended by deleting Buyer’s Authorizations on Schedule 2 in its entirety and replacing it with Annex A attached hereto.

   

  SECTION 3. Pricing Letter Amendments. The
      Existing Pricing Letter is hereby amended by replacing all references to “UBS BANK USA” with “UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York”.

   

  SECTION 4. Seller Authorized Persons. In
      addition to the Responsible Officers of Seller set forth in the Repurchase Agreement, UBS 1285 requires that Seller provide a list of additional employees that are designated as authorized representatives for the purpose of wire verification and
      additional documentation (documentation includes but is not limited to: (i) insured closing protection letters; (ii) wire instructions on closing agent’s letterhead; and (iii) any other documentation as needed by UBS 1285 on a one time basis for new
      closing agents). Seller hereby confirms that the persons listed on Annex B hereto are so authorized to act on behalf of Seller.

   

  SECTION 5. Conditions Precedent. This
      Amendment shall become effective as of the date hereof (the “Assignment Effective Date”), subject to the satisfaction of the following conditions precedent:

   

  5.1         Delivered Documents. The parties
      hereto shall have received the following documents, each of which shall be satisfactory to the Assignor and UBS 1285, as applicable, in form and substance:

   

   (a)         this Amendment, executed and delivered by the parties hereto;

   

  (b)         amendments to the
      other Program Documents as required by UBS 1285 in its sole discretion, executed and delivered by the parties thereto;

   

  (c)         on or prior to the
      date hereof, Seller shall permit UBS 1285 and Assignor to take all steps as it may deem necessary in connection with UCC searches and filing duly

    

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  authorized and filed Uniform
      Commercial Code financing statements on Form UCC-1 and UCC-3 as applicable, as is necessary or, in the opinion of UBS 1285, desirable to perfect UBS 1285’s interests in the Purchased Assets and other Repurchase Assets; and

   

  (d)         such other
      documents as UBS 1285 or counsel to UBS 1285 may reasonably request.

   

  SECTION 6. Ratification of Agreement. As
      amended by this Amendment, the Existing Repurchase Agreement and Existing Pricing Letter are in all respects ratified and confirmed and the Existing Repurchase Agreement as so modified by this Amendment shall be read, taken, and construed as one and
      the same instrument.

   

  SECTION 7. Representations and Warranties.
      The Seller hereby represents and warrants to the Buyer and Assignee that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Default or Event of Default has
      occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 10 of the Repurchase Agreement. The Seller hereby represents and warrants that this Amendment has been duly and validly executed and
      delivered by it, and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

   

  SECTION 8. 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.

   

  SECTION 9. 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 10. Counterparts. 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. The parties agree that this Amendment,
      any documents to be delivered pursuant to this Amendment and any notices hereunder may be transmitted between them by email and/or by facsimile. Delivery of an executed counterpart of a signature page of this Amendment in Portable Document Format
      (PDF) or by facsimile shall be effective as delivery of a manually executed original counterpart of this Amendment. The original documents shall be promptly delivered, if requested.

   

  SECTION 11. Binding Effect. This
      Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

   

  SECTION 12. GOVERNING LAW. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AMENDMENT, AND/OR THE
      INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES

    

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  THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION
      5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AMENDMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE EFFECTIVENESS, VALIDITY AND ENFORCEABILITY OF ELECTRONIC CONTRACTS, OTHER RECORDS, ELECTRONIC RECORDS AND ELECTRONIC
      SIGNATURES USED IN CONNECTION WITH ANY ELECTRONIC TRANSACTION AMONG ASSIGNOR, SELLER AND UBS 1285 SHALL BE GOVERNED BY E-SIGN.

    

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  IN WITNESS WHEREOF, the
      parties hereto have caused this Amendment to be executed by their representative officers their under duty authorized, as of the date first above written.  

   

  	 	UBS BANK USA
	 		 
	 	By:	/s/ GARY TIMMERMAN
	 	 	Name: GARY TIMMERMAN
	 	 	Title: MANAGING DIRECTOR


  	 		 
	 	By:	/s/ Ari Lash
	 	 	Name: Ari Lash
	 	 	Title: Executive Director


   

  	 	UBS AG, by and through its branch office at 

          1285 Avenue of the Americas, New York, 

          New York, as Assignee and UBS 1285
	 		 
	 	By:	/s/ Hye-Eun Cheong
	 	 	Name: Hye-Eun Cheong
	 	 	Title: Authorized Signatory


  	 		 
	 	By:	/s/ Chi Ma
	 	 	Name: Chi Ma
	 	 	Title: Authorized Signatory


  

  

  

  

  

  

   

   Signature Page to 

      Assignment and Amendment No. 2 to Master Repurchase Agreement and 

      Assignment and Amendment No. 8 to Pricing Letter

   

   

  
     

    
      
 

  

   

   

  	 	HOME POINT FINANCIAL CORPORATION, as Seller
	 		 
	 	By:	/s/ Howard Nathan
	 	 	Name: Howard Nathan
	 	 	Title: CFO


   

   Signature Page to 

        Assignment and Amendment No. 2 to Master Repurchase Agreement and 

        Assignment and Amendment No. 8 to Pricing Letter

   

  

      

   

  
     

    
      
 

  

   

   

  Annex A to Amendment

   

  BUYER AUTHORIZATIONS 

   

  Any of the persons whose signatures and titles appear below are authorized, acting singly, to act for Buyer under this Agreement.

   

  

  	Name	 	Title	 	Signature
	 	 	 	 	 
	Gary Timmerman	 	Managing Director	 	[***]
	 	 	 	 	 
	Kimberly Browne	 	Managing Director	 	[***]
	 	 	 	 	 
	Ari Lash	 	Executive Director	 	[***]
	 	 	 	 	 
	Chi Ma	 	Director	 	[***]
	 	 	 	 	 
	Hye-Eun Cheong	 	Director	 	[***]


   

  Sch. 2-2

   

  
     

    
      
 

  

   

   

  Annex B to Amendment

   

  See Attached

  

   

   

  
     

    
      
 

  

   

   

  

  	 	UBS Bank USA

          299 Main Street, Suite 2275

          Salt Lake City, Utah USA 84111

          

          Tel. +1-801-741-0310

          Fax +1-801-741-0311

          

          www.ubs.com


   

  Schedule A

   

  	●	Include a minimum of three authorized representatives


  	●	Include at least one officer


  	
          Name:

               [***]

          

        	
          Position / Title:

          

          Chief Accounting Officer/Controller

        
	
          Email:

          [***]

          

        	
          Contact Phone Number:

          [***]

          

        
	 	 
	
          Name:

               [***]

          

        	
          Position / Title:

          

          Assistant Controller

        
	
          Email:

          [***]

          

        	
          Contact Phone Number:

          [***]

          

        
	 	 
	
          Name:

               [***]

          

        	
          Position / Title:

          

          Director – Funding Manager

        
	
          Email:

          [***]

          

        	
          Contact Phone Number:

          [***]

          

        
	 	 
	
          Name:

               [***]

          

        	
          Position / Title:

          

          Director – Capital Markets

        
	
          Email:

          [***]

          

        	
          Contact Phone Number:

          [***]

          

        
	 	 
	
          Name:

               [***]

          

        	
          Position / Title:

          

          Associate - Accounting

        
	
          Email:

          [***]

          

        	
          Contact Phone Number:

          [***]

          

        
	 	 
	
          Name:

               [***]

          

        	
          Position / Title:

          

          Managing Director – Post Origination Lead

        
	
          Email:

          [***]

          

        	
          Contact Phone Number:

          [***]

          

        


   

  	Authorized Name:	William Newman	 


   

  	Authorized Signature:	[***]	 


   

  	Date:	1/25/2016	 


   

  UBS Bank USA is a subsidiary of UBS AG.