EX-10.30.12





 Exhibit 10.30.12 

EXECUTION VERSION 
  





 
 AMENDMENT NUMBER TWELVE 

to the 
 Amended and Restated
Mortgage Loan Participation Purchase and Sale Agreement 
 dated as of July 17, 2015 

between 
 BANK OF AMERICA, N.A. 

and 
 LOANDEPOT.COM, LLC 

THIS AMENDMENT NUMBER TWELVE (this “Amendment”) is made as of the 26th
day of September, 2019, by and between Bank of America, N.A. (“Purchaser”) and loanDepot.com, LLC (“Seller”) to the Amended and Restated Mortgage Loan Participation Purchase and Sale Agreement, dated as of
July 17, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), between Purchaser and Seller. 

WHEREAS, Seller has requested and Purchaser agrees to amend the Agreement as more specifically set forth herein; and 

WHEREAS, as of the date hereof, Seller represents to Purchaser that, after giving effect to this Amendment, it is in compliance with all of
the representations and warranties and all of the affirmative and negative covenants set forth in the Agreement and is not in default under the Agreement. 

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the mutual covenants
herein contained, the parties hereto hereby agree as follows: 
 SECTION 1. Amendment. Effective as of September 26, 2019,
Section 1 of the Agreement is hereby amended by deleting the definition of “Expiration Date” in its entirety and replacing it with the following (modified text underlined for review purposes): 

“Expiration Date”: The earliest of (i) January 31, 2020, (ii) at Purchaser’s option, upon the
occurrence of an Event of Default, and (iii) the date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law. 

SECTION 2. Condition Precedent. As a condition precedent to the effectiveness of this Amendment, Seller shall remit to Purchaser a pro-rated facility fee attributable to the extension of the Expiration Date (the “Additional Facility Fee”). The Additional Facility Fee shall be deemed due, earned and payable in full on the date
hereof. Upon early termination of the Agreement, no portion of the Additional Facility Fee will be refunded to the Seller. 
 SECTION 3.
Fees and Expenses. The Seller agrees to pay to Purchaser all fees and out of pocket expenses incurred by Purchaser in connection with this Amendment, including all reasonable fees and out of pocket costs and expenses of the legal counsel to
Purchaser incurred in connection with this Amendment, in accordance with Section 22(a) of the Agreement. 

SECTION 4. Defined Terms. Any terms capitalized but not otherwise defined herein should have the respective meanings set forth in the
Agreement. 
  












 SECTION 5. Limited Effect. Except as amended hereby, the Agreement shall continue in
full force and effect in accordance with its terms. Reference to this Amendment need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made
pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby. 

SECTION 6. Representations. In order to induce Purchaser to execute and deliver this Amendment, Seller hereby represents to Purchaser
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 Program Documents and remains bound by the terms thereof, and (ii) no Potential Default or
Event of Default or servicing termination event (as described in Section 6(f) of the Agreement) has occurred and is continuing under the Program Documents. 

SECTION 7. 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) and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with the
laws of the State of New York, except to the extent preempted by federal law. 
 SECTION 8. 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 9. 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. The parties intend that faxed signatures and electronically imaged
signatures such as .pdf files shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested. 

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 IN WITNESS WHEREOF, Purchaser and Seller have caused this Amendment to be executed and
delivered by their duly authorized officers as of the day and year first above written. 
  

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

	as Purchaser	  		 	as Seller
					
	By:	 	
                     

	  		 	By:	 	
                     


	Name:	 		  		 	Name:	 	
	Title:	 		  		 	 Title:
	 	

 Signature Page to Amendment No. 12 to A&R Purchase and Sale Agreement (BANA/loanDepot)