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.

   

  

  
  
     

  

  
  

  Exhibit 10.5.2

   

  

  TIAA BANK

  Warehouse Finance

  301 W. Bay Street

  Jacksonville, FL 32202

   

  Home Point Financial Corporation

  2211 Old Earhart Road, Suite 250

  Ann Arbor MI 48105

  Attention: [***]

  Email: [***]

   

  		Re:	Second Amendment to the Amended and Restated Master Repurchase Agreement and Amended and Restated Pricing Letter (“Second Amendment”).


   

  Ladies and Gentlemen:

   

  This Second Amendment, effective as of January 13, 2021 (the “Amendment Effective Date”), amends that certain Amended and
    Restated Pricing Letter dated September 18, 2020, as amended, (the “Pricing Letter”), and that Amended and Restated Master Repurchase Agreement dated September 18, 2020, as amended (the “Repurchase Agreement”) by and between Home Point
    Financial Corporation (the “Seller), TIAA, FSB, formerly known as EverBank (as Administrative Agent for the Buyers and as “Buyer”) and Capital One, National Association (as “Buyer”). The Repurchase Agreement and Pricing Letter are
    sometimes collectively referred to herein as the, “Agreement”.

   

  WHEREAS, Seller and Buyer have agreed to amend the Agreement as set forth herein.

   

  NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
    hereto hereby agree as follows:

   

  SECTION 1.          Amendments.

   

  (a)           The following definition contained in the Repurchase Agreement is hereby amended and restated in their entirety as follows:

   

  ““Indebtedness” shall mean, with respect to any Person, total liabilities, as reported on that Person’s balance
    sheet and calculated in accordance with GAAP including any liabilities of others guaranteed by such Person, but excluding liabilities associated with Mortgage Loans serviced by Seller that are eligible for repurchase pursuant to Chapter 18 of the
    Ginnie Mae MBS Guide.”

   

  (b)           Section 12(bb) of the Repurchase Agreement is hereby amended and restated in its entirety as follows:

   

  
    
      
 

  

   

  “(bb) Indebtedness. Seller shall provide the
      Administrative Agent notice of any new credit facility, Warehouse Facility, servicing rights financing facility or similar facility (however structured) under which the maximum outstanding amount constituting Indebtedness may exceed [***]”

   

  SECTION 2.     Defined Terms. Any terms capitalized but not otherwise defined herein should have the respective meanings set forth in the
    Agreement.

   

  SECTION 3.     Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.
    Reference to this Second 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 4.     Representations. In order to induce Buyers to execute and deliver this Second Amendment, Seller hereby represents and warrants
    to Buyers that as of the date hereof, except as otherwise expressly waived by Buyers in writing, Seller is in full compliance with all of the terms and conditions of the Facility Documents, including without limitation all of the representations and
    warranties and all of the affirmative and negative covenants, and no Default or Event of Default has occurred and is continuing under the Agreement.

   

  SECTION 5.     Governing Law. This Second Amendment and any claim, controversy or dispute arising under or related to or in connection with
    this Second Amendment, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties will be governed by the laws of the State of New York without regard to any conflicts of law principles other than
    Sections 5-1401 and 5-1402 of the New York General Obligations Law, which shall govern.

   

  SECTION 6.     Counterparts. This Second Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original
    but all of which together shall constitute but one and the same agreement. This Second Amendment, to the extent signed and delivered by facsimile or other electronic means, shall be treated in all manner and respects as an original agreement and shall
    be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No signatory to this Second Amendment shall raise the use of a facsimile machine or other electronic means to deliver a signature
    or the fact that any signature or agreement was transmitted or communicated through the use of a facsimile machine or other electronic means as a defense to the formation or enforceability of a contract and each such Person forever waives any such
    defense.

   

  SECTION 7.     Fees. There are no transaction, document or modification fees due and owing as a result of this Second Amendment.

   

  THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK

   

  
    
      
 

  

   

  IN WITNESS WHEREOF, Seller and Buyer have caused this Second Amendment to be executed and delivered by their duly authorized officers as of the Amendment Effective Date.

   

  HOME POINT FINANCIAL CORPORATION

  as Seller

   

  

  	By:	 /s/ Joseph Ruhlin	 
	Name: Joseph Ruhlin	 
	Title: Treasurer	 


   

  TIAA, FSB, f/k/a EVERBANK

  as Buyer

   

  

  	By:	 /s/ Mark Bucior	 
	Name: Mark Bucior	 
	Title: Vice President	 


   

  CAPITAL ONE, NATIONAL ASSOCIATION

  

  as Buyer

   

  

  	By:	 /s/ Paul Spiridigliozzi	 
	Name: Paul Spiridigliozzi	 
	Title: Managing Director	 


   

  

  Signature Page to the Second Amendment to the Pricing Letter–Home Point Financial Corporation