Exhibit 10.1


 


NINTH AMENDMENT TO SECOND AMENDED AND RESTATED
WAREHOUSING CREDIT AND SECURITY AGREEMENT


 


THIS NINTH AMENDMENT TO SECOND
AMENDED AND RESTATED WAREHOUSING CREDIT AND SECURITY AGREEMENT (this “Ninth Amendment”) is made effective as of the
15th day of April, 2021, by and among WALKER & DUNLOP, LLC, a Delaware limited liability company (“Borrower”),
WALKER & DUNLOP, INC., a Maryland corporation (“Parent”), and PNC BANK, NATIONAL ASSOCIATION (“Lender”).


 


R E C I T A L S


 


WHEREAS, Lender, Borrower and
Parent are parties to that certain Second Amended and Restated Warehousing Credit and Security Agreement, dated as of September 11, 2017,
by and among Borrower, Parent, and Lender, as amended by that First Amendment to Second Amended and Restated Warehousing Credit and Security
Agreement, dated as of September 15, 2017, that Second Amendment to Second Amended and Restated Warehousing Credit and Security Agreement,
dated as of September 10, 2018, that Third Amendment to Second Amended and Restated Warehousing Credit and Security Agreement, dated May
20, 2019, that Fourth Amendment to Second Amended and Restated Warehousing Credit and Security Agreement, dated September 6, 2019, that
Fifth Amendment to Second Amended and Restated Warehousing Credit and Security Agreement, dated April 23, 2020, that Sixth Amendment to
Second Amended and Restated Warehousing Credit and Security Agreement, dated August 21, 2020, that Seventh Amendment to Second Amended
and Restated Warehousing Credit and Security Agreement, dated October 28, 2020, and Eighth Amendment to Second Amended and Restated Warehousing
Credit and Security Agreement, dated December 18, 2020 (as amended, the “Credit Facility Agreement”), whereby upon
the satisfaction of certain terms and conditions set forth therein, the Lender agreed to make Warehousing Advances from time to time,
up to the Warehousing Credit Limit (each such term as defined in the Credit Facility Agreement).


 


WHEREAS, Borrower has requested,
and Lender has agreed, pursuant to the terms hereof, to modify certain terms of the Credit Facility Agreement as set forth in this Ninth
Amendment.


 


NOW, THEREFORE, for and in consideration
of the premises, the mutual entry of this Ninth Amendment by the parties hereto and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereby agree as follows:


 


Section 1.    Recitals.
The Recitals are hereby incorporated into this Ninth Amendment as a substantive part hereof.


 


Section 2.    Definitions.
Terms used herein and not otherwise defined shall have the meanings set forth in the Credit Facility Agreement.


 


Section 3.     Amendments
to Credit Facility Agreement. The Credit Facility Agreement is hereby amended as follows:


 






     


     


    

 


(a)              
Effective as of April 15, 2021, Section 1.2 of the Credit Facility Agreement shall be deemed deleted and replaced with the following:


 


“1.2    Expiration of Warehousing
Commitment


 


The Warehousing Commitment expires on
the earlier of (“Warehousing Maturity Date”): (a) April 14, 2022 (the “Stated Maturity Date”), on
which date the Warehousing Commitment will expire of its own term and the Warehousing Advances together with all accrued and unpaid interest
and costs and expenses will become due and payable without the necessity of Notice or action by Lender; and (b) the date the Warehousing
Commitment is terminated and the Warehousing Advances become due and payable under Section 10.2(a) or 10.2(b).”


 


Section 4.    Ratification,
No Novation, Effect of Modifications. Except as may be amended or modified hereby, the terms of the Credit Facility Agreement are
hereby ratified, affirmed and confirmed and shall otherwise remain in full force and effect. Nothing in this Ninth Amendment shall be
construed to extinguish, release, or discharge or constitute, create or effect a novation of, or an agreement to extinguish, release or
discharge, any of the obligations, indebtedness and liabilities of Borrower or any other party under the provisions of the Credit Facility
Agreement or any of the other Loan Documents, unless specifically herein provided.


 


Section 5.    Amendments.
This Ninth Amendment may be amended or supplemented by and only by an instrument executed and delivered by each party hereto.


 


Section 6.    Waiver.
The Lenders shall not be deemed to have waived the exercise of any right which they hold under the Credit Facility Agreement unless such
waiver is made expressly and in writing (and no delay or omission by any Lender in exercising any such right shall be deemed a waiver
of its future exercise). No such waiver made as to any instance involving the exercise of any such right shall be deemed a waiver as to
any other such instance, or any other such right. Without limiting the operation and effect of the foregoing provisions hereof, no act
done or omitted by any Lender pursuant to the powers and rights granted to it hereunder shall be deemed a waiver by any Lender of any
of its rights and remedies under any of the provisions of the Credit Facility Agreement, and this Ninth Amendment is made and accepted
without prejudice to any of such rights and remedies.


 


Section 7.    Governing
Law. This Ninth Amendment shall be given effect and construed by application of the law of the Commonwealth of Pennsylvania.


 


Section 8.    Headings.
The headings of the sections, subsections, paragraphs and subparagraphs hereof are provided herein for and only for convenience of reference,
and shall not be considered in construing their contents.


 


Section 9.    Severability.
No determination by any court, governmental body or otherwise that any provision of this Ninth Amendment or any amendment hereof is invalid
or unenforceable in any instance shall affect the validity or enforceability of (i) any other such provision or (ii) such provision in
any circumstance not controlled by such determination. Each such provision shall be valid and enforceable to the fullest extent allowed
by, and shall be construed wherever possible as being consistent with, applicable law.


 






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Section 10.    Binding
Effect. This Ninth Amendment shall be binding upon and inure to the benefit of Borrower, Parent, Lender, and their respective permitted
successors and assigns.


 


Section 11.    Counterparts.
This Ninth Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall
constitute one and the same instrument.


 


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IN WITNESS WHEREOF, each of
the parties hereto have executed and delivered this Ninth Amendment under their respective seals as of the day and year first written
above.


 


	 	WALKER & DUNLOP, LLC, as Borrower
	 	 	 
	 	By:	/s/ Stephen P. Theobald
	 	Name:	Stephen P. Theobald
	 	Title:	Executive Vice President & Chief Financial Officer
	 	 	 
	 	WALKER & DUNLOP, INC., as Parent
	 	 	 
	 	By:	/s/ Stephen P. Theobald
	 	Name:	Stephen P. Theobald
	 	Title:	Executive Vice President & Chief Financial Officer
	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION, as Lender
	 	 	 
	 	By:	/s/ Steven Pachla
	 	Name:	Steven Pachla
	 	Title:	Vice President



 


Signature
Page - Ninth Amendment to Amended and Restated Warehousing Credit and
Security Agreement