EX-10.65





 Exhibit 10.65 

THIRTEENTH AMENDMENT TO MASTER REPURCHASE AGREEMENT 

THIS THIRTEENTH AMENDMENT, dated as of September 11, 2020, amends and modifies a certain Master Repurchase Agreement, dated as of
March 24, 2015, as amended by Amendments dated as of June 24, 2015, March 15, 2016, April 20, 2016, June 20, 2016, June 16, 2017, August 18, 2017, September 28, 2018, August 29, 2019, September 13,
2019, October 15, 2019, April 1, 2020 and July 24, 2020 (as so amended, the “Repurchase Agreement”), between GUILD MORTGAGE COMPANY and GUILD MORTGAGE COMPANY, LLC (the “Sellers”) and U.S. BANK NATIONAL ASSOCIATION
(the “Buyer”). Terms not otherwise expressly defined herein shall have the meanings set forth in the Repurchase Agreement. 
 FOR
VALUE RECEIVED, the Sellers and the Buyer agree that the Repurchase Agreement is amended as follows. 
 ARTICLE I—AMENDMENTS TO THE
REPURCHASE AGREEMENT 
 1.1 Definitions. The definition of “Termination Date” in Section 1.1 is amended to read as
follows: 
 “‘Termination Date’ means the earliest of (a) November 10, 2020, (b) the date on which the
Purchase Commitment is terminated pursuant to Section 10.2 hereof or (c) the date on which the Purchase Commitment Amount is reduced to zero pursuant to Section 2.3 hereof.” 

1.2 Construction. All references in the Repurchase Agreement to “this Agreement”, “herein” and similar references
shall be deemed to refer to the Repurchase Agreement as amended by this Amendment. 
 ARTICLE II—REPRESENTATIONS AND WARRANTIES 

To induce the Buyer to enter into this Amendment and to continuing to Purchase Mortgage Loans under the Repurchase Agreement as amended
hereby, the Sellers hereby warrant and represent to the Buyer that they are duly authorized to execute and deliver this Amendment, and to perform their obligations under the Repurchase Agreement as amended hereby, and that this Amendment constitutes
the legal, valid and binding obligation of the Sellers, enforceable in accordance with its terms. 
 ARTICLE III—CONDITIONS PRECEDENT

 This Amendment shall become effective on the date first set forth above, provided, however, that the effectiveness of this Amendment is
subject to the satisfaction of each of the following conditions precedent: 
 3.1 Warranties. Before and after giving effect to this
Amendment, the representations and warranties in Article VII of the Repurchase Agreement shall be true and correct as though made on the date hereof, except for changes that are permitted by the terms of the Repurchase Agreement. The execution by
the Sellers of this Amendment shall be deemed a representation that the Sellers have complied with the foregoing condition. 
 3.2
Defaults. Before and after giving effect to this Amendment, no Default and no Event of Default shall have occurred and be continuing under the Repurchase Agreement. The execution by the Sellers of this Amendment shall be deemed a
representation that the Sellers have complied with the foregoing condition. 
 3.3 Documents. The Buyer and the Sellers shall have
executed and delivered this Amendment. 

  
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 ARTICLE IV—GENERAL 

4.1 Expenses. The Sellers agree to reimburse the Buyer upon demand for all reasonable expenses (including reasonable attorneys’
fees and legal expenses) incurred by this Buyer in the preparation, negotiation and execution of this Amendment and any other document required to be furnished herewith, and in enforcing the obligations of the Sellers hereunder, and to pay and save
the Buyer harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of this Amendment, which obligations of the Sellers shall survive any termination of the Repurchase Agreement. 

4.2 Counterparts. This Amendment may be executed in as many counterparts as may be deemed necessary or convenient, and by the different
parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same instrument. 

4.3 Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. 

4.4 Law; Consent to Jurisdiction; Waiver of Jury Trial. This Amendment shall be a contract made under the laws of the State of
Minnesota, which laws shall govern all the rights and duties hereunder. This Amendment shall be subject to the Consent to Jurisdiction and Waiver of Jury Trial provisions of the Repurchase Agreement. 

4.5 Successors; Enforceability. This Amendment shall be binding upon the Sellers and the Buyer and their respective successors and
assigns, and shall inure to the benefit of the Sellers and the Buyer and the successors and assigns of the Buyer. Except as hereby amended, the Repurchase Agreement shall remain in full force and effect and is hereby ratified and confirmed in all
respects. 
 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed at Minneapolis, Minnesota by their respective
officers thereunto duly authorized as of the date first written above. 

  
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	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	/s/ Timothy Day
	Title	 	Senior Vice President


  

			
	GUILD MORTGAGE COMPANY, LLC
		
	By:	 	/s/ Kevin Biddick
	Title:	 	Director, Treasury


  

			
	GUILD MORTGAGE COMPANY
		
	By:	 	/s/ Kevin Biddick
	Title:	 	Director, Treasury


 (signature page to Thirteenth Amendment) 

  
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