EX-10.46





 Exhibit 10.46 

 
 



 
 Master Repurchase Agreement September 1996 Version Dated as of 11/25/19 Between: J.V.B. Financial Group, LLC and loanDepot.com, LLC 1.
Applicability From time to time the parties hereto may enter into transactions in which one party (“Seller”) agrees to transfer to the other (“Buyer”) securities or other assets (“Securities”) against the transfer of
funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Securities 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 Annex I hereto and in any other annexes identified herein or therein as applicable hereunder. 2. Definitions (a)
“Act of lnsolvency”, with respect to any party, (i) the commencement by such party as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, moratorium, dissolution, delinquency or similar law,
or such party seeking the appointment or election of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property, or the convening of any meeting of creditors for purposes of commencing any
such case or proceeding or seeking such an appointment or election, (ii) the commencement of any such case or proceeding against such party, or another seeking such an appointment or election, or the filing against a party of an application for
a protective decree under the provisions of the Securities Investor Protection Act of 1970, which (A) is consented to or not timely contested by such party, (B) results in the entry of an order for relief, such an appointment or election,
the issuance of such a protective decree or the entry of an order having a similar effect, or (C) is not dismissed within 15 days, (iii) the making by such party of a general assignment for the benefit of creditors, or (iv) the
admission in writing by such party of such party ‘s inability to pay such party’s debts as they become due; (b) “Additional Purchased Securities”, Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;













 



 
 (c) “Buyer’s Margin Amount”, with respect to any Transaction as of any date, the amount obtained by application of the
Buyer’s Margin Percentage to the Repurchase Price for such Transaction as of such date; (d) “Buyer’s Margin Percentage”, with respect to any Transaction as of any date, a percentage (which may be equal to the Seller’s Margin
Percentage) agreed to by Buyer and Seller or, in the absence of any such agreement, the percentage obtained by dividing the Market Value of the Purchased Securities on the Purchase Date by the Purchase Price on the Purchase Date for such
Transaction; (e) “Confirmation”, the meaning specified in Paragraph 3(b) hereof; (f) “Income”, with respect to any Security at any time, any principal thereof and all interest, dividends or other distributions thereon; (g)
“Margin Deficit”, the meaning specified in Paragraph 4(a) hereof; (h) “Margin Excess”, the meaning specified in Paragraph 4(b) hereof; (i) “Margin Notice Deadline”, the time agreed to by the parties in the relevant
Confirmation, Annex I hereto or otherwise as the deadline for giving notice requiring same-day satisfaction of margin maintenance obligations as provided in Paragraph 4 hereof (or, in the absence of any such
agreement, the deadline for such purposes established in accordance with market practice); (j) “Market Value”, with respect to any Securities as of any date, the price for such Securities on such date obtained from a generally recognized
source agreed to by the parties or the most recent closing bid quotation from such a source, plus accrued Income to the extent not included therein (other than any Income credited or transferred to, or applied to the obligations of, Seller pursuant
to Paragraph 5 hereof) as of such date (unless contrary to market practice for such Securities); (k) “Price Differential”, with respect to any Transaction as of any date, the aggregate amount obtained by daily application of the Pricing
Rate for such Transaction to the Purchase Price for such Transaction 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 Transaction and ending on (but excluding) the
date of determination (reduced by any amount of such Price Differential previously paid by Seller to Buyer with respect to such Transaction); (l) “Pricing Rate”, the per annum percentage rate for determination of the Price Differential;
(m) “Prime Rate”, the prime rate of U.S. commercial banks as published in The Wall Street Journal (or, if more than one such rate is published, the average of such rates); (n) “Purchase Date”, the date on which Purchased
Securities are to be transferred by Seller to Buyer; 2 ◾ September 1996 ◾ Master Repurchase Agreement 












 



 
 ( o) “Purchase Price”, (i) on the Purchase Date, the price at which Purchased Securities are transferred by Seller to Buyer,
and (ii) thereafter, except where Buyer and Seller agree otherwise, such price increased by the amount of any cash transferred by Buyer to Seller pursuant to Paragraph 4(b) hereof and decreased by the amount of any cash transferred by Seller to
Buyer pursuant to Paragraph 4(a) hereof or applied to reduce Seller’s obligations under clause (ii) of Paragraph 5 hereof; (p) “Purchased Securities”, the Securities transferred by Seller to Buyer in a Transaction hereunder, and
any Securities substituted therefor in accordance with Paragraph 9 hereof. The term “Purchased Securities” with respect to any Transaction at any time also shall include Additional Purchased Securities delivered pursuant to Paragraph 4(a)
hereof and shall exclude Securities returned pursuant to Paragraph 4(b) hereof; (q) “Repurchase Date”, the date on which Seller is to repurchase the Purchased Securities from Buyer, including any date determined by application of the
provisions of Paragraph 3(c) or 11 hereof; (r) “Repurchase Price”, the price at which Purchased Securities are to be transferred from Buyer 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 and the Price Differential as of the date of such determination; (s) “Seller’s Margin Amount”, with respect to any Transaction as of any date, the amount obtained
by application of the Seller’s Margin Percentage to the Repurchase Price for such Transaction as of such date; (t) “Seller’s Margin Percentage”, with respect to any Transaction as of any date, a percentage (which may be equal to
the Buyer’s Margin Percentage) agreed to by Buyer and Seller or, in the absence of any such agreement, the percentage obtained by dividing the Market Value of the Purchased Securities on the Purchase Date by the Purchase Price on the Purchase
Date for such Transaction. 3. Initiation; Confirmation; Termination (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased
Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver
to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase
Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions
of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and September 1996 ◾ Master Repurchase Agreement ◾ 3













 



 
 Seller with respect to the Transaction to which the Confirmation relates, unless with 4 ◾ September 1996 ◾ Master Repurchase
Agreement 












 



 
 respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of
such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by
telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the
Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to
Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer. 4. Margin Maintenance (a) If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto
is acting as Buyer is less than the aggregate Buyer’s Margin Amount for all such Transactions (a “Margin Deficit”), then Buyer may by notice to Seller require Seller in such Transactions, at Seller’s option, to transfer to Buyer
cash or additional Securities reasonably acceptable to Buyer(‘‘Additional Purchased Securities”), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will
thereupon equal or exceed such aggregate Buyer’s Margin Amount (decreased by the amount of any Margin Deficit as of such date arising from any Transactions in which such Buyer is acting as Seller). (b) lf at any time the aggregate Market Value
of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Seller exceeds the aggregate Seller’s Margin Amount for all such Transactions at such time (a “Margin Excess”), then Seller may by
notice to Buyer require Buyer in such Transactions, at Buyer’s option, to transfer cash or Purchased Securities to Seller, so that the aggregate Market Value of the Purchased Securities, after deduction of any such cash or any Purchased
Securities so transferred, will thereupon not exceed such aggregate Seller’s Margin Amount (increased by the amount of any Margin Excess as of such date arising from any Transactions in which such Seller is acting as Buyer). (c) If any notice
is given by Buyer or Seller under subparagraph (a) or (b) of this Paragraph at or before the Margin Notice Deadline on any business day, the party receiving such notice shall transfer cash or Additional Purchased Securities as provided in such
subparagraph no later than the close of business in the relevant market on such day. If any such notice is given after the Margin Notice Deadline, the party receiving such notice shall transfer such cash or Securities no later than the close of
business in the relevant market on the next business day following such notice. (d) Any cash transferred pursuant to this Paragraph shall be attributed to such Transactions as shall be agreed upon by Buyer and Seller. September 1996 ◾ Master
Repurchase Agreement ◾ 5 












 



 
 (e) Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights of Buyer or Seller (or
both) under subparagraphs (a) and (b) of this Paragraph may be exercised only where a Margin Deficit or Margin Excess, as the case may be, exceeds a specified dollar amount or a specified percentage of the Repurchase Prices for such
Transactions (which amount or percentage shall be agreed to by Buyer and Seller prior to entering into any such Transactions). (f) Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights of Buyer and
Seller under subparagraphs (a) and (b) of this Paragraph to require the elimination of a Margin Deficit or a Margin Excess, as the case may be, may be exercised whenever such a Margin Deficit or Margin Excess exists with respect to any single
Transaction hereunder (calculated without regard to any other Transaction outstanding under this Agreement). 5. Income Payments Seller shall be entitled to receive an amount equal to all Income paid or distributed on or in respect of the Securities
that is not otherwise received by Seller, to the full extent it would be so entitled if the Securities had not been sold to Buyer. Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as
Buyer shall reasonably determine in its discretion), on the date such Income is paid or distributed either (i) transfer to or credit to the account of Seller such Income with respect to any Purchased Securities subject to such Transaction or
(ii) with respect to Income paid in cash, apply the Income payment or payments to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to
the preceding sentence (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or Additional Purchased Securities sufficient to
eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid or distributed. 6. Security Interest 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, Seller shall be deemed to have pledged to Buyer as security for the performance by Seller of its obligations under each such Transaction, and
shall be deemed to have granted to Buyer a security interest in, all of the Purchased Securities with respect to all Transactions hereunder and all Income thereon and other proceeds thereof 7. Payment and Transfer Unless otherwise mutually agreed,
all transfers of funds hereunder shall be in immediately available funds. All Securities transferred by one party hereto to the other party (i) shall be in suitable form for transfer or shall be accompanied by duly executed instruments of
transfer or assignment in blank and such other documentation as the party receiving possession may reasonably request, (ii) shall be transferred on the book-entry system of a Federal Reserve Bank, or (iii) shall be transferred by any other
method mutually acceptable to Seller and 6 ◾ September 1996 ◾ Master Repurchase Agreement 












 



 
 Buyer. September 1996 ◾ Master Repurchase Agreement ◾ 7 












 



 
 8. Segregation of Purchased Securities To the extent required by applicable law, all Purchased Securities in the possession of Seller
shall be segregated from other securities in its possession and shall be identified as subject to this Agreement. Segregation may be accomplished by appropriate identification on the books and records of the holder, including a financial or
securities intermediary or a clearing corporation. All of Seller’s interest in the Purchased Securities shall pass to Buyer on the Purchase Date and, unless otherwise agreed by Buyer and Seller, nothing in this Agreement shall preclude Buyer
from engaging in repurchase transactions with the Purchased Securities or other- wise selling, transferring, pledging or hypothecating the Purchased Securities, but no such transaction shall relieve Buyer of its obligations to transfer Purchased
Securities to Seller pursuant to Paragraph 3, 4 or 11 hereof, or of Buyer’s obligation to credit or pay Income to, or apply income to the obligations of, Seller pursuant to Paragraph 5 hereof. Required Disclosure for Transactions in Which the
Seller Retains Custody of the Purchased Securities Seller is not permitted to substitute other securities for those subject to this Agreement and therefore must keep Buyer’s securities segregated at all times, unless in this Agreement Buyer
grants Seller the right to substitute other securities. If Buyer grants the right to substitute, this means that Buyer’s securities will likely be commingled with Seller’s own securities during the trading day. Buyer is advised that,
during any trading day that Buyer’s securities are commingled with Seller’s securities, they [will]* [may]** be subject to liens granted by Seller to [its clearing bank]* [third parties]** and may be used by Seller for deliveries on other
securities transactions. Whenever the securities are commingled, Seller’s ability to resegregate substitute securities for Buyer will be subject to Seller’s ability to satisfy [the clearing]* [any]** lien or to obtain substitute
securities. *Language to be used under 17 C.F.R. 13403.4 (e) if Seller is a government securities broker or dealer other than a financial institution. ** Language to be used under 17 C.F.R. 13403 .5( d) if Seller is a financial institution. 9.
Substitution (a) Seller may, subject to agreement with and acceptance by Buyer, substitute other Securities for any Purchased Securities. Such substitution shall be made by transfer to Buyer of such other Securities and transfer to Seller of such
Purchased Securities. After substitution, the substituted Securities shall be deemed to be Purchased Securities. (b) In Transactions in which Seller retains custody of Purchased Securities, the parties expressly agree that Buyer shall be deemed, for
purposes of subparagraph (a) of this Paragraph, to have agreed to and accepted in this Agreement substitution by Seller of other Securities for Purchased Securities; provided, however, that such other Securities shall have a Market Value at
least equal to the Market Value of the Purchased Securities for which they are substituted. 8 ◾ September 1996 ◾ Master Repurchase Agreement 












 



 
 10. Representations Each of Buyer and Seller represents and warrants to the other that (i) it is duly authorized to execute and
deliver this Agreement, to enter into Transactions contemplated hereunder and to perform its obligations hereunder and has taken all necessary action to authorize such execution, delivery and performance, (ii) it will engage in such
Transactions as principal (or, if agreed in writing, in the form of an annex hereto or otherwise, in advance of any Transaction by the other party hereto, as agent for a disclosed principal), (iii) the person signing this Agreement on its behalf is
duly authorized to do so on its behalf (or on behalf of any such disclosed principal), (iv) it has obtained all authorizations of any governmental body required in connection with this Agreement and the Transactions hereunder and such authorizations
are in full force and effect and (v) the execution, delivery and performance of this Agreement and the Transactions hereunder will not violate any law, ordinance, charter, by- law or rule applicable to it
or any agreement by which it is bound or by which any of its assets are affected. On the Purchase Date for any Transaction Buyer and Seller shall each be deemed to repeat all the foregoing representations made by it. 11. Events of Default In the
event that (i) Seller fails to transfer or Buyer fails to purchase Purchased Securities upon the applicable Purchase Date, (ii) Seller fails to repurchase or Buyer fails to transfer Purchased Securities upon the applicable Repurchase Date,
(iii) Seller or Buyer fails to comply with Paragraph 4 hereof, (iv) Buyer fails, after one business days’ notice, to comply with Paragraph 5 hereof, (v) an Act of Insolvency occurs with respect to Seller or Buyer, (vi) any
representation made by Seller or Buyer shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated, or (vii) Seller or Buyer shall admit to the other its inability to, or its
intention not to, perform any of its obligations hereunder (each an “Event of Default”): (a) The nondefaulting party may, at its option (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of
Insolvency), 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). The nondefaulting party shall (except upon the
occurrence of an Act of Insolvency) give notice to the defaulting party of the exercise of such option as promptly as practicable. (b) In all Transactions in which the defaulting party is acting as Seller, if the nondefaulting party exercises or is
deemed to have exercised the option referred to in subparagraph (a) of this Paragraph, (i) the defaulting party’s obligations in such Transactions to repurchase all Purchased Securities, at the Repurchase Price therefor on the
Repurchase Date determined in accordance with subparagraph (a) of this Paragraph, shall thereupon become immediately due and payable, (ii) all Income paid after such exercise or deemed exercise shall be retained by the nondefaulting party
and applied to the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder, and (iii) the defaulting party shall immediately deliver to the nondefaulting party any Purchased Securities subject to such
Transactions then in the defaulting party’s possession September 1996 ◾ Master Repurchase Agreement ◾ 9 












 



 
 or control. 10 ◾ September 1996 ◾ Master Repurchase Agreement 












 



 
 (c) In all Transactions in which the defaulting party is acting as Buyer, upon tender by the nondefaulting party of payment of the
aggregate Repurchase Prices for all such Transactions, all right, title and interest in and entitlement to all Purchased Securities subject to such Transactions shall be deemed transferred to the nondefaulting party, and the defaulting party shall
deliver all such Purchased Securities to the nondefaulting party. (d) If the nondefaulting party exercises or is deemed to have exercised the option referred to in subparagraph (a) of this Paragraph, the nondefaulting party, without prior
notice to the defaulting party, may: (i) as to Transactions in which the defaulting party is acting as Seller, (A) immediately sell, in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as the
nondefaulting party may reasonably deem satisfactory, any or all Purchased Securities subject to such Transactions and apply the proceeds thereof to the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder
or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Securities, to give the defaulting party credit for such Purchased Securities in an amount equal to the price therefor on such date, obtained from a
generally recognized source or the most recent closing bid quotation from such a source, against the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder; and (ii) as to Transactions in which the
defaulting party is acting as Buyer, (A) immediately purchase, in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as the nondefaulting party may reasonably deem satisfactory, securities
(“Replacement Securities”) of the same class and amount as any Purchased Securities that are not delivered by the defaulting party to the nondefaulting party as required hereunder or (B) in its sole discretion elect, in lieu of
purchasing Replacement Securities, to be deemed to have purchased Replacement Securities at the price therefor on such date, obtained from a generally recognized source or the most recent closing offer quotation from such a source. Unless otherwise
provided in Annex I, the parties acknowledge and agree that (1) the Securities subject to any Transaction hereunder are instruments traded in a recognized market, (2) in the absence of a generally recognized source for prices or bid or offer
quotations for any Security, the nondefaulting party may establish the source therefor in its sole discretion and (3) all prices, bids and offers shall be determined together with accrued Income (except to the extent contrary to market practice
with respect to the relevant Securities). (e) As to Transactions in which the defaulting party is acting as Buyer, the defaulting party shall be liable to the nondefaulting party for any excess of the price paid (or deemed paid) by the nondefaulting
party for Replacement Securities over the Repurchase Price for the Purchased Securities replaced thereby and for any amounts payable by the defaulting party under Paragraph 5 hereof or otherwise hereunder. (f) For purposes of this Paragraph 11, the
Repurchase Price for each Transaction hereunder in respect of which the defaulting party is acting as Buyer shall not increase above the September 1996 ◾ Master Repurchase Agreement ◾ 11 












 



 
 amount of such Repurchase Price for such Transaction determined as of the date of the exercise or deemed exercise by the nondefaulting
party of the option referred to in sub-paragraph (a) of this Paragraph. (g) The defaulting party shall be liable to the nondefaulting party for (i) the amount of all reasonable legal or other
expenses incurred by the nondefaulting party 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 replacement transactions and
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, the defaulting party shall be liable to the non-defaulting party for interest on any amounts owing by the defaulting party hereunder, from the date
the defaulting party becomes Iiable for such amounts hereunder until such amounts are (i) paid in full by the defaulting party or (ii) satisfied in full by the exercise of the nondefaulting party’s rights hereunder. Interest on any
sum payable by the defaulting party to the nondefaulting party under this Paragraph 11(h) shall be at a rate equal to the greater of the Pricing Rate for the relevant Transaction or the Prime Rate. (i) The nondefaulting party shall have, in addition
to its rights hereunder, any rights otherwise available to it under any other agreement or applicable law. 12. Single Agreement 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 have been made in consideration of each other. 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 each of them shall be
entitled to set off claims and apply property held by them in respect of any Transaction against obligations owing to them in respect of any other Transactions hereunder and (iii) 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. 13. Notices and Other Communications Any and all notices, statements, demands or other communications hereunder may be given by a party to the other by mail, facsimile, telegraph, and messenger
or otherwise to the address specified in Annex II hereto, or so sent to such party at any other place specified in a notice of change of address 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. 12 ◾ September 1996 ◾ Master Repurchase Agreement 












 



 
 14. Entire Agreement; Severability This 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. 15. Non-assignability; Termination (a) The rights and obligations of the parties under this Agreement and under any Transaction shall not be assigned by either party without the prior
written consent of the other party, and any such assignment without the prior written consent of the other party shall be null and void. 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. This Agreement may be terminated by either party upon giving written notice to the other, except that this Agreement shall, notwithstanding such notice, remain applicable to any
Transactions then outstanding. (b) Subparagraph (a) of this Paragraph 15 shall not preclude a party from assigning, charging or otherwise dealing with all or any part of its interest in any sum payable to it under Paragraph 11 hereof. 16.
Governing Law This Agreement shall be governed by the laws of the State of New York without giving effect to the conflict of law principles thereof 17. 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 here-from 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
Paragraph 4(a) or 4(b) hereofwill not constitute a waiver of any right to do so at a later date. 18. Use of Employee Plan Assets (a) If assets of an employee benefit plan subject to any provision of the Employee Retirement Income Security Act of
1974 (“ERISA’’) are intended to be used by either party hereto (the “Plan Party”) in a Transaction, the Plan Party shall so notify the other party prior to the Transaction. The Plan Party shall represent in writing to the
other party that the Transaction does not constitute a prohibited transaction under ERISA or is otherwise exempt therefrom, and the other party may proceed in reliance thereon but shall not be required so to proceed. September 1996 ◾ Master
Repurchase Agreement ◾ 13 












 



 
 (b) Subject to the last sentence of subparagraph (a) of this Paragraph, any such Transaction shall proceed only if Seller furnishes
or has furnished to Buyer its most recent available audited statement of its financial condition and its most recent subsequent unaudited statement of its financial condition. (c) By entering into a Transaction pursuant to this Paragraph, Seller
shall be deemed (i) to represent to Buyer that since the date of Seller’s latest such financial statements, there has been no material adverse change in Seller’s financial condition which Seller has not disclosed to Buyer, and
(ii) to agree to provide Buyer with future audited and unaudited statements of its financial condition as they are issued, so long as it is a Seller in any outstanding Transaction involving a Plan Party. 19.Intent (a) 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 (except insofar as the type of Securities subject to such Transaction or the term of such Transaction
would render such definition inapplicable), and a “securities contract” as that term is defined in Section 741 of Title II of the United States Code, as amended (except insofar as the type of assets subject to such Transaction would
render such definition inapplicable). (b) It is understood that either party’s right to liquidate Securities delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Paragraph 11 hereof is a
contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the United States Code, as amended. (c) 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). (d) 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 FDI-CIA (except insofar as one or both of the parties is not a “financial institution” as that term is
defined in FDICIA). 20. 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 Securities and
Exchange Commission (“SEC”) under Section 15 of the Securities 14 ◾ September 1996 ◾ Master Repurchase Agreement 












 



 
 Exchange Act of 1934 (“ 1934 Act”), the Securities Investor Protection Corporation has September 1996 ◾ Master
Repurchase Agreement ◾ 15 












 



 
 taken the position that the provisions of the Securities Investor Protection Act of 1970 (“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. 16 ◾ September 1996 ◾ Master Repurchase Agreement 












 



 
 taken the position that the provisions of the Securities Investor Protection Act of 1970 (“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 lnsurance Corporation or the National Credit Union Share Insurance Fund, as applicable. J.V.B. Financial Group. LLC    loanDepot.com. LLC By: By:
Title:     Title: EVP Date:    11/25/19    Date: 11/25/19 12 ◾ September 1996 ◾ Master Repurchase Agreement 












 



 
 ANNEX I MASTER REPURCHASE AGREEMENT Supplemental Terms and Conditions This Annex I forms part of the Master Repurchase Agreement dated
as of November 25, 2019 (“the Agreement”) between J.V.B. Financial Group, LLC (“Party A”) and loanDepot.com, LLC (“Party B”). Capitalized terms used but not defined in this Annex I shall have the meanings ascribed to
them in the Agreement. I. Paragraph 2 of the Agreement is hereby amended by the addition of the following definition (b)(i): “(b)(i)    “Affiliate” means, with respect to any party, any other entity which, directly
or indirectly, controls, is controlled by, or is under common control with, such party For this purpose, “control” of any entity means ownership of a majority of the voting power of the entity.” 2. Margin Notice Deadline. “Margin
Notice Deadline” means II a.m., New York Time. All requests for margin shall be promptly followed by a same day written request via fax or other electronic transmission. 3. Business Days. A “business day” as used in this Agreement
shall mean 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 banking and savings and loan institutions in the State of New York or the City of New York
are closed, or (iii) a day on which trading in securities on the New York Stock Exchange or any other major securities exchange in the United States is not conducted If any Purchase Date or Repurchase Date is not a business day (as defined
above), then any repurchase or payment or transfer to be made on that day shall be made on the next succeeding business day. 4. Segregation of Income from Purchase Price. The pa11ies agree that in any Transaction hereunder whose term extends over an
Income payment date for the Securities subject to such Transaction, Buyer shall on the date such income is paid transfer to or credit to the account of Seller an amount equal to such Income payment or payments pursuant to Paragraph 5(i) of the
Agreement and shall not apply the Income payment or payments to reduce the amount to be transferred to Buyer or Seller upon termination of the Transaction pursuant to Paragraph 5(ii) of the Agreement. 5. Cash Margin Interest. Cash Margin Interest
shall mean the London Interbank Offered Rate for US Dollar Deposits for a period of one month as it appears on Bloomberg as of 11:00 a.m., London Time. September 1996 ◾ Master Repurchase Agreement ◾ 1 












 



 
 6. Acceptable Additional Purchased Securities: The following Securities are acceptable to the Buyer for purposes of Margin Maintenance
and Substitution: Collateral Type Initial Mare: in Percentage Cash, U.S. Treasuries, and any Securities that (a) As previously agreed, to by the parties are the subject of a Transaction under this with respect to the Securities subject of
Agreement. a Transaction under this Agreement. (b) There will be a 2% mark-to-market threshold on all repo transactions governed under the Agreement. This threshold is
effective for both “Party A and Party B” 7. Purchased Securities Pricing Source. In the event of any dispute regarding the valuation, delivery, or transfer amount calculation with respect to a Transaction made under this Agreement, the
parties will in good faith consult with each other and attempt to resolve such dispute. In the event the dispute cannot be resolved by the close of business on the 5th business day after the dispute was initiated, the parties agree that the final
determination of any valuation with respect to a Transaction made under this Agreement will be made in good faith with sufficient documentation by J.V.B. Financial Group, LLC. 8. Agreement; Severability. Paragraph 14 of the Agreement shall have the
following sentence added after the last sentence thereof “The parties hereto agree that the foregoing shall be subject to the terms of any agreement in place between the parties (whether entered into prior to, on or after the date of this
Agreement) regarding the collection and determination of margin and collateral, the exporting or importing of events of default or termination events, or the netting and setting off of amounts due between the parties, and nothing in this Agreement
shall limit or contravene the parties’ rights in relation thereto.” 9. Additional Events of Default. In addition to the Events of Default set forth in Paragraph 11 of the Agreement, it shall be an “Event of Default” under the
Agreement if: (a) Party A or B fails to perform any obligation required to be performed by it under any provision of the Agreement or breaches any of its covenants in the Agreement and does not remedy such failure or breach within thirty
(30) days after notice is given by the nondefaulting party; or September 1996 ◾ Master Repurchase Agreement ◾ 2 












 



 
 X”), the nondefaulting party (“Party Y”) may, without prior notice to Party X, set off any Obligation owed by Party X to
party Y (“Party Y’s Set Off Amount”) against any Obligation owed by Party Y to Party X (“Party X’s Set Off Amount”). Party Y will give notice to Party X of any set off affected under this Section 11. For purposes of
this Section 11, the term “Obligation” shall mean any sum or obligation, whether arising under this Agreement or otherwise, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or
booking office of the sum or obligation. For this purpose, either Party Y’s Set Off Amount or Party X’s Set Off Amount (or the relevant portion of such amounts) may be converted at Party Y’s option into the currency in which the other
set off amount is denominated at the rate of exchange at which Party Y would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. If an Obligation is unascertained, Party Y may in good faith
estimate that Obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the Obligation is ascertained. This Section 11 shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise). 11. Costs and Expenses. The parties hereto each
acknowledge and agree that any out-of-pocket costs and expenses incurred by either party in connection with the negotiation, preparation and execution of the Agreement
or any related documentation applicable to the Transactions (including any subsequent amendments or modifications) shall be borne by the party incurring the cost unless the parties (Party A and B) mutually agree on a different arrangement. J.V.B
Financial Group, LLC LOANDEPOT.COM, LLC By: By: Name: Name: Jeff DerGurahian Title: Title: EVP Date: 11/25/19 Date: 11/25/19 September 1996 ◾ Master Repurchase Agreement ◾ 3 












 



 
 Annex II Names and Addresses for Communications Between Parties Address for notice and other communications for Party A: Documentation
Issues: J.V.B. Financial Group, LLC 1633 Broadway, 28th Floor New York, NY 10019 Tel: 646-792-5600 Fax:
646-792-5010 Attn: Tom McHugh (tmchugh@jvbfinancial.com) With a copy to: J.V.B. Financial Group, LLC 1633 Broadway, 28th Floor New York, NY 10019 Tel: 646-792-5600 Fax: 646-792-5010 Attn: General Counsel Address for notice and other
communications for Party B: loandepot.com, LLC 26642 Towne Centre Drive Foothill Ranch, CA 92610 Attention: Bryan sullivan (bsullivan@loandepot.com) Tel & Fax:
949-470-6206 With a copy to: loanDepot.com, LLC 26642 Towne centre Drive Foothill Ranch, CA 92610 Attention: General Counsel (pmacdonald@loandepot.corn) Tel &
Fax: 949-470-6237 September 1996 ◾ Master Repurchase Agreement ◾ 5 












 



 
 14 • September 1996 • Master Repurchase Agreement 40 Broad Street New York, NY 10004-2373 Telephone 212.440.9400 Fax
212.440.5260 www. bondmarkets. com September 1996 ◾ Master Repurchase Agreement ◾ 6