EX-10.17.11





 Exhibit 10.17.11 

ELEVENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT 

THIS ELEVENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of August 11, 2020
between LOANDEPOT.COM, LLC, a Delaware limited liability company (“Borrower”), and NEXBANK SSB (with its participants, successors and assigns, “Lender”). 

R E C I T A L S 

A. Borrower and Lender are parties to that certain Credit and Security Agreement dated as of October 29, 2014 (as amended, modified,
supplemented, restated or amended and restated from time to time, the “Loan Agreement”). Unless otherwise indicated herein, all terms used with their initial letter capitalized are used herein with their meaning as defined in
the Loan Agreement and all Section references are to Sections in the Loan Agreement. 
 B. Borrower has requested that Lender amend the Loan
Agreement as provided below. 
 C. Borrower and Lender desire to amend the Loan Documents, subject to the terms, conditions, and
representations set forth herein, as requested by Borrower. 
 D. Borrower and Lender agree to the other terms and provisions provided below,
subject to the terms, conditions, and representations set forth herein. 
 NOW, THEREFORE, in consideration of these premises and other
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree, as follows: 
  

	1.	 Amendments to Loan Agreement. Subject to the satisfaction of the conditions set forth herein, the Loan
Agreement is amended as follows: 


 (a) The Loan Agreement is hereby amended as reflected in Annex A attached
hereto. 
  

	2.	 Conditions Precedent. Notwithstanding any contrary provision, this Amendment shall be effective on the
first Business Day upon which all of the following conditions precedent have been satisfied (the “Effective Date”): 



(a) Lender shall have received counterparts of this Amendment executed by Borrower, Lender, and each other party set forth on the signature
pages hereto; 
 (b) Lender shall have received written consent from Freddie Mac, consenting to Borrower and Lender entering into this
Amendment; 
 (c) Lender shall have received satisfactory evidence that Borrower has paid the fees and expenses of counsel described in
Section 5; 
 (d) No Default or Event of Default shall have occurred and be continuing or
shall result after giving effect to this Amendment; 
 (e) Lender shall have received (i) an officer’s certificate of an authorized
officer of Borrower certifying and attaching true and correct copies of its most recent Constituent documents and (ii) a certified copy, signed by Borrower’s secretary, of a resolution of the board of directors of Borrower authorizing this
Amendment; and 












 (f) Lender shall have received such other instruments and documents incidental and
appropriate to the transactions provided for herein as Lender or its counsel may reasonably request, and all such documents shall be in form and substance satisfactory to Lender (it being agreed that execution of this Amendment by Lender shall
evidence that the foregoing conditions have been fulfilled). 
  

	3.	 Reaffirmation of Loan Documents and Liens. Except as amended and modified hereby, any and all of the
terms and provisions of the Loan Agreement and the other Loan Documents shall remain in full force and effect and are hereby in all respects ratified and confirmed by Borrower. Borrower hereby agrees that, except as expressly provided in this
Amendment, the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of Borrower under the Loan Agreement and the other Loan Documents or the Liens securing the payment and
performance thereof. Borrower further confirms that the liens and security interests in the Collateral created under the Loan Documents secure, among other indebtedness, Borrower’s obligations under the Loan Documents, and all modifications,
amendments, renewals, extensions, and restatements thereof. 


  

	4.	 Representations and Warranties. As a material inducement for Lender to enter into this Amendment,
Borrower hereby represents and warrants to Lender (with the knowledge and intent that Lender is relying upon the same in consenting to this Amendment) that as of the Effective Date, and after giving effect to the transactions contemplated by this
Amendment: (a) all representations and warranties in the Loan Agreement and in all other Loan Documents are true and correct in all material respects, as though made on the date hereof, except to the extent that (i) any of them
speak to a different specific date; or (ii) the facts or circumstances on which any of them were based have been changed by transactions or events not prohibited by the Loan Documents; (b) no Default or Event of Default exists under the
Loan Documents or will exist after giving effect to this Amendment; (c) this Amendment has been duly authorized and approved by all necessary organizational action and requires the consent of no other Person, and is binding and enforceable
against Borrower in accordance with its terms; and (d) the execution, delivery and performance of this Amendment in accordance with its terms, does not and will not, by the passage of time, the giving of notice, or otherwise: (i) require
any governmental approval, other than such as have been obtained and are in full force and effect, or violate any applicable law relating to Borrower; (ii) conflict with, result in a breach of, or constitute a default under the
Constituent Documents of Borrower thereof, or any indenture, agreement, or other instrument to which Borrower is a party or by which it or any of its properties may be bound; or (iii) result in or require the creation or imposition of any Lien
upon or with respect to any property now owned or hereafter acquired by Borrower. 


  

	5.	 Fees, Costs and Expenses. Borrower agrees to pay promptly the reasonable fees and expenses of counsel to
Lender for services rendered in connection with the preparation, negotiation, reproduction, execution, and delivery of this Amendment and all related documents; and 



 

	6.	 Miscellaneous. 



 

	 	(a)	 This Amendment shall be deemed to constitute a Loan Document for all purposes and in all respects. Each
reference in the Loan Agreement or Amended and Restated Promissory Note to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference in the Loan Agreement or in any other
Loan Document, or other agreements, documents or other instruments executed and delivered pursuant to the Loan Agreement to the “Loan Agreement”, shall mean and be a reference to the Loan Agreement as amended by this Amendment.



  

	 	(b)	 The Loan Documents shall remain unchanged and in full force and effect, except as provided in this Amendment,
and are hereby ratified and confirmed. The execution, delivery, and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any rights of Lender under any Loan Document, nor constitute a waiver under
any of the Loan Documents. 















	(c)	 All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto and
their respective successors and assigns. 


  

	(d)	 This Amendment may be executed in one or more counterparts and by different parties hereto in separate
counterparts each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are physically attached to the same document. Facsimiles, documents executed, scanned and transmitted electronically and electronic signatures shall be deemed original signatures for
purposes of this Amendment and all matters related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Amendment may be accepted, executed or agreed to
through the use of an electronic signature in accordance with E-SIGN, UETA, and any applicable state law. To the extent this Amendment is accepted, executed or agreed to in conformity with such laws, it will
be binding on each party hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.



  

	(e)	 THIS AMENDMENT, THE LOAN AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 



 

	(f)	 The headings, captions and arrangements used in this Amendment are, unless specified otherwise, for convenience
only and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof. 


  

	(g)	 Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any other jurisdiction. 


  

	(h)	 This Amendment shall be construed in accordance with and governed by the laws of the State of Texas without
regard to its principles of conflicts of laws. 


  

	(i)	 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power
or remedy of Lender under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents 



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












 IN WITNESS WHEREOF, the parties hereto have executed this Amendment in multiple counterparts
on the date stated on the signature pages hereto, but effective as of Effective Date. 
  

			
	BORROWER:
	
	loanDepot.com, LLC,
	
	a Delaware limited liability company
		
	By:	 	  

		 	Name: Patrick Flanagan
		 	Title: Chief Financial Officer
	
	LENDER:
	
	NEXBANK SSB
		
	By:	 	 /s/ Kevin Olding

		 	Name: Kevin Olding
		 	Title: Senior Vice President



  
 Signature Page to
Eleventh Amendment 













 Annex A 

[See Attached]