EX-10.29.5





 Exhibit 10.29.5 

EXECUTION VERSION 
  





 
 AMENDMENT NO. 5 TO 

AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT 

This AMENDMENT NO. 5 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (this “Amendment”) is made and entered into as of
January 26, 2018 by and between Bank of America, N.A. (“Buyer”) and loanDepot.com, LLC (“Seller”). This Amendment amends that certain Amended and Restated Master Repurchase Agreement by and between Buyer and
Seller, dated as of July 17, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”). 

R E C I T A L S 
 Buyer
and Seller have previously entered into the Agreement pursuant to which Buyer may, from time to time, purchase certain mortgage loans from Seller and Seller agrees to sell certain mortgage loans to Buyer under a master repurchase facility. Buyer and
Seller hereby agree that the Agreement shall be amended as more fully provided herein. 
 In consideration of the mutual promises contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree as follows: 
  

	1.	 Amendments. Effective as of January 26, 2018 (the “Effective Date”), the
Agreement is hereby amended as follows: 


 (a) Exhibit A to the Agreement is hereby amended by deleting the
definition of “Calculation Period” in its entirety and replacing it with the following: 
 Calculation Period:
With respect to: (a) the initial Payment Date on which an Unused Facility Fee is due, the period beginning on the Effective Date and ending on the last day of the quarter in which such Effective Date occurs, (b) the initial Payment Date on
which Additional Jumbo Aggregation Price Differential is due, the period beginning on January 26, 2018 and ending on the last day of the related calendar quarter, (c) for each subsequent Payment Date on which an Unused Facility Fee or
Additional Jumbo Aggregation Price Differential is due, the prior calendar quarter and (d) with respect to the date this Agreement is terminated pursuant to the terms herein, the period beginning on the first day of the quarter in which such
termination is to occur and ending on the Expiration Date. 
 (b) Section 7.2 of the Agreement is hereby amended by
(1) deleting “and” at the end of clause (g) thereof, (2) deleting “.” at the end of clause (h) thereof and replacing it with “; and” and (3) inserting the following new clause
immediately thereafter: 
 (i) Buyer will not enter into Transactions with respect to Jumbo Aggregation Mortgage Loans on March 26, 2018
and thereafter unless the Jumbo Aggregation Mortgage Loan Condition Subsequent shall have been satisfied. 
 (c) Exhibit A to the
Agreement is hereby amended by inserting the following new definitions in their appropriate alphabetical order: 
 Additional Jumbo
Aggregation Price Differential: The additional Price Differential in respect of Jumbo Aggregation Mortgage Loans payable by Seller quarterly in arrears on the Payment Date following each Calculation Period; provided, however, that no
Additional Jumbo Aggregation Price Differential shall be due on a Payment Date if the Non-Aggregation Quarterly Utilization during such Calculation Period was greater than the specified percentage set forth in
the Transactions Terms Letter. 
 Jumbo Aggregation Mortgage Loan: Unless defined otherwise in the Transactions Terms Letter, a
Jumbo Mortgage Loan or Cooperative Loan that (i) Seller is aggregating for purposes of consummating a securitization transaction, and (ii) meets the transaction requirements set forth on the Schedules attached to the Transactions Terms
Letter. 












 Jumbo Aggregation Mortgage Loan Condition Subsequent: Seller’s delivery
to Buyer of a Control Agreement among Buyer, Seller and an Eligible Bank with regard to all collections in respect of Jumbo Aggregation Mortgage Loans, in a form reasonably satisfactory to Buyer. 

 

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


  

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


  

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


  

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



  

	6.	 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. 



 

	7.	 Counterparts. For the purpose of facilitating the execution of this Amendment, and for other
purposes, this Amendment may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. Facsimile signatures shall be deemed
valid and binding to the same extent as the original. 


 [signature page follows] 

  
 2 













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

									
	BANK OF AMERICA, N.A.
	 		 	LOANDEPOT.COM, LLC 
					
	By:	 	
                 
	 		 	By:	 	
                    
 

	Name:	 		 		 	Name:	 	
	Title:	 		 		 	Title:	 	

 Signature Page to Amendment No. 5 to MRA