Exhibit 10.1


 


EXECUTION VERSION


 


AMENDMENT NO. 3 TO

MASTER REPURCHASE AGREEMENT


 


THIS AMENDMENT NO. 3 TO MASTER
REPURCHASE AGREEMENT, dated as of September 30, 2021 (this “Amendment”) is made by and among WALKER & DUNLOP,
LLC, a Delaware limited liability company (“Seller”) and JPMORGAN CHASE BANK, N.A., a national banking association
(the “Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the
Repurchase Agreement (as defined below).


 


WHEREAS, the Seller and the
Buyer are parties to that certain Master Repurchase Agreement, dated as of August 26, 2019 (as amended by that certain Correction of Master
Repurchase Agreement dated July 23, 2020, as further amended by that certain Amendment No. 1 to Master Repurchase Agreement, dated as
of August 24, 2020, and as amended hereby and as may be further amended, restated, supplemented or otherwise modified from time to time,
the “Repurchase Agreement”); and


 


WHEREAS, the Seller and the
Buyer have agreed to amend certain provisions of the Repurchase Agreement in the manner set forth herein.


 


NOW THEREFORE, in consideration
of the premises and the other mutual covenants contained herein, the parties hereto agree as follows:


 


SECTION 1.     
Amendments. Effective as of the Effective Date (as defined below), the Repurchase Agreement is hereby amended as follows:


 


1.1            Section
2(a) of the Repurchase Agreement is hereby amended by deleting the definition of “Termination Date” in its entirety
and replacing it with the following:


 


“Termination
Date” means the earliest of (i) the Business Day, if any, that Seller or Buyer designates as the Termination Date by written
notice given to the other Party, (ii) the date of Declaration of the Termination Date pursuant to Section 11(b)(i) and (iii) September
15, 2022.


 


1.2            Section
2(a) of the Repurchase Agreement is hereby amended by deleting the definition of “Adjusted LIBO Rate” in its entirety.


 


1.3            Section
7(a)(i) of the Repurchase Agreement is hereby amended by deleting the subsection in its entirety and replacing it with the following:


 


(i)             impose,
modify or deem applicable any reserve, special deposit, liquidity or similar requirement against assets of, deposits with or for the account
of, or credit extended by, Buyer; or


 


1.4           Schedule
TR attached to the Repurchase Agreement is deleted in its entirety and hereby replaced with Schedule TR attached hereto.


 


1.5           Schedule
BL attached to the Repurchase Agreement is deleted in its entirety and hereby replaced with Schedule BL attached hereto.


 






     


     


    

 


SECTION 2.     
Effective Date. This Amendment shall become effective as of the date of this Amendment (the “Effective Date”)
so long as the Buyer shall have received executed counterparts of this Amendment, executed by each of the parties hereto.


 


SECTION 3.     
Miscellaneous.


 


3.1            References
to Repurchase Agreement. Upon the effectiveness of this Amendment, each reference in the Repurchase Agreement to “this Agreement”,
 “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Repurchase
Agreement as amended hereby, and each reference to the Repurchase Agreement in any other Transaction Document or any other document,
instrument or agreement, executed and/or delivered in connection with any Transaction Document shall mean and be a reference to the Repurchase
Agreement as amended hereby.


 


3.2            Representations,
Warranties and Covenants. Each of the Seller and the Parent hereby represent and warrant to Buyer, as of the date hereof and as of
the Effective Date, that (i) it is in full compliance with all of the terms and provisions set forth in each Transaction Document to
which it is a party on its part to be observed or performed, and (ii) no Default or Event of Default has occurred or is continuing. Each
of the Seller and the Parent hereby confirm, reaffirm and ratify its representations, warranties and covenants contained in each Transaction
Document to which it is a party.


 


3.3            Acknowledgements
of Seller. Each of the Seller and the Parent acknowledges that Buyer is in compliance with its undertakings and obligations under
the Repurchase Agreement and the other Transaction Documents.


 


3.4          Waivers.
(a) Each of the Seller and the Parent acknowledges and agrees that it has no defenses, rights of setoff, claims, counterclaims or causes
of action of any kind or description against Buyer arising under or in respect of the Repurchase Agreement or any other Transaction Document
and any such defenses, rights of setoff, claims, counterclaims or causes of action which may exist as of the date hereof are hereby irrevocably
waived, and (b) in consideration of Buyer entering into this Amendment, Seller hereby waives, releases and discharges Buyer and Buyer’s
officers, employees, representatives, agents, counsel and directors from any and all actions, causes of action, claims, demands, damages
and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that any
of the foregoing arise out of or from or in any way relating to or in connection with the Repurchase Agreement or the other Transaction
Documents, including, but not limited to, any action or failure to act under the Repurchase Agreement or the other Transaction Documents
on or prior to the date hereof, except, with respect to any such Person being released hereby, any actions, causes of action, claims,
demands, damages and liabilities arising out of such Person’s gross negligence or willful misconduct in connection with the Repurchase
Agreement or the other Transaction Documents.


 


3.5            Effect
on Repurchase Agreement. Except as expressly amended and modified by this Amendment, the Repurchase Agreement and each of the other
Transaction Documents shall continue to be, and shall remain, unmodified and in full force and effect in accordance with their respective
terms.


 






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3.6            No Novation, Effect of Agreement.  The Seller, the Parent and the Buyer have entered into this Amendment solely to
amend the terms of the Repurchase Agreement and do not intend this Amendment or the transactions contemplated hereby to be, and this
Amendment and the transactions contemplated hereby shall not be construed to be, a novation of any of the obligations owing by the Seller
or the Parent under, or in connection with, the Repurchase Agreement or any of the other Transaction Documents.   It is the
intention of each of the parties hereto that (i) the perfection and priority of all security interests securing the payment of the
obligations of the Seller and the Parent under the Repurchase Agreement and the other Transaction Documents are preserved, (ii) the
liens and security interests granted under the Repurchase Agreement continue in full force and effect, and (iii) any reference to
the Repurchase Agreement in any such Transaction Document shall be deemed to also reference this Amendment.


 


3.7           No
Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of
any Person under the Repurchase Agreement or any other document, instrument or agreement executed in connection therewith, nor constitute
a waiver of any provision contained therein.


 


3.8           Successors
and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors
and assigns.


 


3.9            Counterparts;
Electronic Transmission.


 


(a)            This
Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract.


 


(b)            Delivery of an executed counterpart of a signature page of this Amendment or any other Transaction Document by telecopy, emailed
pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually
executed counterpart of this Amendment. The words “execution”, “signed”, “signature”, “delivery”
and words of like import in or relating to any document to be signed in connection with this Amendment and the transactions contemplated
hereby shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall
be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other similar state laws based on
the Uniform Electronic Transactions Act; provided that nothing herein shall require Buyer to accept electronic signatures in any form
or format without its prior written consent.


 


3.10          Headings.
The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed
to affect the meaning or construction of any of the provisions hereof.


 






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3.11         
Governing Law; Consent to Jurisdiction.


 


(a)            This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York, but giving effect
to federal law applicable to national banks.


 


(b)            Seller
hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the United States District
Court for the Southern District Of New York and of any New York state court sitting in the City of New York for purposes of all legal
proceedings arising out of or relating to this Amendment or the Transactions contemplated hereby, or for recognition or enforcement of
any judgment, and each Party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding
may (and any such claims, cross-claims or third party claims brought against Buyer may only) be heard and determined in such state court
or, to the extent permitted by law, in such federal court. Seller hereby irrevocably waives, to the fullest extent it may effectively
do so, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and
any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Nothing in this Section 3.11
shall affect the right of Buyer to bring any action or proceeding against Seller or its Property in the courts of other jurisdictions.
Each Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law. Each Party consents to the service of any and all process in any such
action or proceeding by the mailing of copies of such process to it at its address for notices hereunder specified in Section 14
of the Repurchase Agreement.


 


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IN WITNESS WHEREOF,
the Parties have caused this Amendment to be duly executed as of the date first above written.


 


SELLER:


 


	WALKER & DUNLOP, LLC, as
    Seller	 
	 	 
	By:	/s/ Richard M. Lucas	 






	Name:	Richard M. Lucas	 
	Title:	Executive Vice President, General Counsel & Secretary	 
	 	 
	WALKER & DUNLOP, INC., as
    Parent	 
	 	 






	By:	/s/ Richard M. Lucas                            	 






	Name:	 Richard M. Lucas	 
	Title:	Executive Vice President, General Counsel & Secretary	 
	  	 
	BUYER:	 
	 	 
	JPMORGAN CHASE BANK, N.A., as
    Buyer	 
	 	 






	By:	 /s/ Grace Chi	 






	Name: Grace Chi	 
	Title: Authorized Officer	 




 


Signature Page to Amendment No. 3 to Repurchase Agreement (JPM/Walker & Dunlop)


 






     


     


    

 


SCHEDULE TR


 


See attached.


 






     


     


    

 


SCHEDULE BL


 


See attached.