LoanDepot, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 29th, 2015 • loanDepot, Inc. • Finance services • Delaware

This Indemnification Agreement (this “Agreement”) is made as of [ ], 2015, by and between loanDepot, Inc., a Delaware corporation (the “Corporation”), in its own name and on behalf of its direct and indirect subsidiaries, and [ ], an individual (“Indemnitee”).

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RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE LOANDEPOT, INC. 2015 OMNIBUS INCENTIVE PLAN
Restricted Stock Unit Agreement • October 29th, 2015 • loanDepot, Inc. • Finance services • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between loanDepot, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the loanDepot, Inc. 2015 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

RESTRICTED STOCK AGREEMENT PURSUANT TO THE LOANDEPOT, INC. 2015 OMNIBUS INCENTIVE PLAN
Restricted Stock Agreement • October 29th, 2015 • loanDepot, Inc. • Finance services • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between loanDepot, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the loanDepot, Inc. 2015 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE LOANDEPOT, INC. 2015 OMNIBUS INCENTIVE PLAN
Nonqualified Stock Option Agreement • October 29th, 2015 • loanDepot, Inc. • Finance services • Delaware

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between loanDepot, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the loanDepot, Inc. 2015 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

MASTER REPURCHASE AGREEMENT Between: UBS BANK USA, as Buyer and LOANDEPOT.COM, LLC, as Seller Dated as of June 1, 2015
Master Repurchase Agreement • October 29th, 2015 • loanDepot, Inc. • Finance services • New York

This is a MASTER REPURCHASE AGREEMENT (the “Agreement”), dated as of June 1, 2015, between LOANDEPOT.COM, LLC, a Delaware limited liability company (the “Seller”) and UBS BANK USA, a Utah corporation (the “Buyer”).

INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE LOANDEPOT, INC. 2015 OMNIBUS INCENTIVE PLAN
Incentive Stock Option Agreement • October 29th, 2015 • loanDepot, Inc. • Finance services • Delaware

THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between loanDepot, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the loanDepot, Inc. 2015 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

STOCK APPRECIATION RIGHTS AGREEMENT PURSUANT TO THE LOANDEPOT, INC. 2015 OMNIBUS INCENTIVE PLAN
Stock Appreciation Rights Agreement • October 29th, 2015 • loanDepot, Inc. • Finance services • Delaware

THIS STOCK APPRECIATION RIGHTS AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between loanDepot, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the loanDepot, Inc. 2015 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

MASTER REPURCHASE AGREEMENT Dated as of July 26, 2011 Between: CITIBANK, N.A., as Buyer, and LOANDEPOT.COM, LLC, as Seller
Master Repurchase Agreement • November 3rd, 2015 • loanDepot, Inc. • Finance services • New York

MASTER REPURCHASE AGREEMENT, dated as of July 26, 2011, between loanDepot.com, LLC, a Delaware limited liability company as seller (“Seller”) and CITIBANK, N.A., a national banking association as buyer (“Buyer”, which term shall include any “Principal” as defined and provided for in Annex I), or as agent pursuant hereto (“Agent”).

AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (the “Agreement”) between BANK OF AMERICA, N.A. (“Buyer”) and LOANDEPOT.COM, LLC (“Seller”) dated as of July 17, 2015
Master Repurchase Agreement • November 3rd, 2015 • loanDepot, Inc. • Finance services • New York

THIS AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (the “Agreement”) is made and entered into as of July 17, 2015 by and between Bank of America, N.A., a national banking association (“Buyer”), and loanDepot.com, LLC, a Delaware limited liability company (“Seller”).

LOAN AND SECURITY AGREEMENT Dated as of May 22, 2015 Between EVERBANK, as Bank and LOANDEPOT.COM, LLC, as Borrower
Loan and Security Agreement • October 8th, 2015 • loanDepot, Inc. • Mortgage bankers & loan correspondents • New York
LOANDEPOT, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 3rd, 2015 • loanDepot, Inc. • Finance services • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of , 2015, among loanDepot, Inc., a Delaware corporation (the “Company”), loanDepot Holdings, LLC, a Delaware limited liability company (“LD Holdings”), and (i) each of the investors listed on the Schedule of Parthenon Investors attached hereto (the “Parthenon Investors”), (ii) each of the investors listed on the Schedule of Hsieh Investors attached hereto (the “Hsieh Investors”), (iii) each of the executives listed on the Schedule of Executives attached hereto (the “Executives”)1 and (iv) each Person listed on the Schedule of Other Investors attached hereto and each other Person that acquires Class A Shares from the Company (including, without limitation, Class A Shares that are issuable by means of an exchange of Holdco Units and Class B Shares by such Person pursuant to the terms of the Holdings LLC Agreement) after the date hereof and becomes a party to this Agreement by the execution and delivery of a Joinder (collec

FORM OF TAX RECEIVABLE AGREEMENT by and among loanDepot, Inc., loanDepot Holdings, LLC, and the Recipients that are parties hereto dated as of [ ], 2015
Tax Receivable Agreement • October 29th, 2015 • loanDepot, Inc. • Finance services • Delaware

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [ ], 2015, is hereby entered into by and among loanDepot, Inc., a Delaware corporation (the “Corporation”), loanDepot Holdings, LLC a Delaware limited liability company (“loanDepot”), and the initial Recipients identified below . Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.

SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • October 8th, 2015 • loanDepot, Inc. • Mortgage bankers & loan correspondents • Texas

THIS SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of June 26, 2015 (the “Second Amendment Date”), between LOANDEPOT.COM, LLC, a Delaware limited liability company (“Borrower”), and NEXBANK SSB (“Lender”).

EMPLOYMENT AGREEMENT
Employment Agreement • October 8th, 2015 • loanDepot, Inc. • Mortgage bankers & loan correspondents • California

This Employment Agreement (this “Agreement”) is entered into this 30th day of December, 2009, (the “Effective Date”), by and between loanDepot.com, LLC, a Delaware limited liability company (the “Employer”), and Anthony Hsieh (“Executive”) (together, the “Parties” and each a “Party”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 9.14.

- Confidential portions of this document have been redacted and filed separately with the Commission.
loanDepot, Inc. • October 29th, 2015 • Finance services • New York
ASSET PURCHASE AGREEMENT by and among loanDepot.com, LLC Mortgage Master, Inc., and the shareholders of Mortgage Master, Inc. Dated November 12, 2014
Asset Purchase Agreement • October 8th, 2015 • loanDepot, Inc. • Mortgage bankers & loan correspondents • New York

This Asset Purchase Agreement is dated as of November 12, 2014, by and among (a) loanDepot.com, LLC, a Delaware limited liability company (“Buyer”), (b) Mortgage Master, Inc., a Massachusetts corporation (“Seller”), (c) Leif Thomsen, Ann Thomsen, and CALM Associates Trust (the “Trust” and, collectively with the other Persons in clause (c), the “Shareholders”), and (d) solely for the purposes set forth in Section 12.16, the Seller Party Representative (as defined below). The parties hereto are referred to herein as the “Parties”, and each a “Party”.

FIFTH AMENDMENT TO LEASE (Towne Centre Plaza)
Lease • October 8th, 2015 • loanDepot, Inc. • Mortgage bankers & loan correspondents

THIS FIFTH AMENDMENT TO LEASE (“Fifth Amendment”) is made and entered into as of the 14th day of October, 2014, by and between ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (“Landlord”), and LOAN DEPOT.COM, LLC, a Delaware limited liability company (“Tenant”).

FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • October 8th, 2015 • loanDepot, Inc. • Mortgage bankers & loan correspondents • Texas

THIS FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of May 29, 2015 (the “First Amendment Date”), between LOANDEPOT.COM, LLC, a Delaware limited liability company (“Borrower”), and NEXBANK SSB (“Lender”).

MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT between LOANDEPOT.COM, LLC Seller and JEFFERIES MORTGAGE FUNDING, LLC Purchaser Dated as of February 28, 2013 Participation Certificates backed by Mortgage Loans
Mortgage Loan Participation Purchase and Sale Agreement • October 8th, 2015 • loanDepot, Inc. • Mortgage bankers & loan correspondents • New York

This is a MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT (“Agreement”), dated as of February 28, 2013, between JEFFERIES MORTGAGE FUNDING, LLC (“Purchaser”) and LOANDEPOT.COM, LLC (“Seller”).

Confidential portions of this document have been redacted and filed separately with the Commission. SIXTH AMENDMENT TO LEASE (Towne Centre Plaza)
Lease • November 3rd, 2015 • loanDepot, Inc. • Finance services

THIS SIXTH AMENDMENT TO LEASE (“Sixth Amendment”) is made and entered into as of the 1st day of May, 2015, by and between ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (“Landlord”) and LOANDEPOT.COM, LLC, a Delaware limited liability company, formerly known as loanDepot.com Lending, LLC (“Tenant”).

Confidential portions of this document have been redacted and filed separately with the Commission. AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT AND SECURITIES CONTRACT BETWEEN Wells Fargo Bank, N.A., as buyer (“Buyer”) The Sellers identified on...
Master Repurchase Agreement • November 3rd, 2015 • loanDepot, Inc. • Finance services • New York

This Amended and Restated Master Repurchase Agreement and Securities Contract amends and restates in its entirety that certain Master Repurchase Agreement, dated as of the Effective Date, by and among Buyer, the Seller identified on the Addendum and the Guarantor identified on the Addendum (as amended, supplemented or otherwise modified through the date hereof, the “Original Agreement”).

THIRD AMENDMENT TO LEASE (Towne Centre Plaza)
Lease • October 8th, 2015 • loanDepot, Inc. • Mortgage bankers & loan correspondents

THIS THIRD AMENDMENT TO LEASE (“Third Amendment”) is made and entered into as of the 27th day of March, 2014, by and between ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (“Landlord”), and LOANDEPOT.COM, LLC, a Delaware limited liability company, formerly known as loanDepot.com Lending, LLC (“Tenant”).

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loanDepot.com, LLC SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of , 2015
Limited Liability Company Agreement • October 29th, 2015 • loanDepot, Inc. • Finance services • Delaware

THIS SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of , 2015, is adopted, executed and agreed to, for good and valuable consideration, by and among the Company and the Members.

EVERBANK Warehouse Finance
loanDepot, Inc. • October 8th, 2015 • Mortgage bankers & loan correspondents • New York

This Fifth Amendment is made this 22nd day of May, 2015 (the “Amendment Effective Date”), to that certain Master Repurchase Agreement, dated as of March 20, 2014 (the “Repurchase Agreement”), as amended, and the Pricing Letter, dated as of March 20, 2014 (the “Pricing Letter”), as amended, in each case by and between loanDepot.com, LLC (“Seller”), and EverBank (“Buyer”). The Repurchase Agreement, the Pricing Letter and all amendments thereto are sometimes hereinafter collectively referred to as the “Agreement.”

SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement and Release • October 8th, 2015 • loanDepot, Inc. • Mortgage bankers & loan correspondents • California

THIS SETTLEMENT AGREEMENT AND RELEASE (this “Agreement”) is entered into as of August 25, 2015 (the “Effective Date”), by and between LD Investment Holdings, Inc., a Delaware corporation (“LD Investment”), Trilogy Mortgage Holdings, Inc., a California corporation (“Trilogy”), and loanDepot.com, LLC, a Delaware limited liability company (“loanDepot” or the “Company”, and collectively with LD Investment and Trilogy, the “LD Entities”), on the one hand, and (a) Dean Bloxom (“Bloxom”), (b) Jay Johnson (“Johnson”), (c) Dena Yocom, John S. Christiansen, Ralph Mozilo, Kathy Wade, Garth Wieger, Parker Living Trust Dated April 23, 2002, and Habanero Ventures and Investment Company, LLC (the persons in this clause (c) together with Bloxom and Johnson, the “Original iMortgage Stockholders”), (d) 4 GUYS, LLC, JACO INVESTMENTS LLC and CABOOSE4112, LLC (the persons in this clause (d) collectively, the “Controlled Affiliates” and together with the Original iMortgage Stockholders, collectively, the “i

FIRST AMENDMENT TO LEASE (Towne Centre Plaza)
Lease • October 8th, 2015 • loanDepot, Inc. • Mortgage bankers & loan correspondents • Newport

THIS FIRST AMENDMENT TO LEASE (“First Amendment”) is made and entered into as of the 7th day of September, 2012, by and between ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (“Landlord”) and LOAN DEPOT.COM LENDING LLC, a Delaware limited liability company (“Tenant”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 3rd, 2015 • loanDepot, Inc. • Finance services • California

This Employment Agreement (the “Agreement”) dated this 1st day of Sept, 2009, (“Effective Date”) by and between LoanDepot.com (the “Company”) having its principal office located at 2601 Main Street, Suite 450, Irvine, CA 92614 and (the “Employee”) identified above and residing at the address listed above.

CREDIT AGREEMENT by and among LOANDEPOT.COM, LLC, as the Company, U.S. BANK NATIONAL ASSOCIATION, as the Paying Agent and Securities Intermediary and the Lenders from time to time party hereto Dated October 18, 2013
Credit Agreement • October 8th, 2015 • loanDepot, Inc. • Mortgage bankers & loan correspondents • New York

THIS CREDIT AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of October 18, 2013, by and among loanDepot.com, LLC, a Delaware limited liability company (the “Company”), U.S. Bank National Association, as the paying agent (the “Paying Agent”) and the securities intermediary, and the persons and entities named on the Schedule of Lenders attached hereto as Schedule A, as such Schedule of Lenders may be updated from time to time in accordance with the terms hereof (individually, a “Lender” and collectively, the “Lenders”). Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

FIXED-RATE MORTGAGE POOL PURCHASE CONTRACT MASTER AGREEMENT MC07178
loanDepot, Inc. • October 8th, 2015 • Mortgage bankers & loan correspondents • District of Columbia

• The base guaranty fee and other pricing terms applicable to Mortgages delivered under this Contract are subject to change in accordance with the “Master Agreement-General Terms” provisions in the “Variances” section of this Master Agreement.

– Confidential portions of this document have been redacted and filed separately with the Commission. STANDARD OFFICE LEASE BY AND BETWEEN ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership, AS LANDLORD, AND LOANDEPOT.COM LENDING LLC, a...
loanDepot, Inc. • October 8th, 2015 • Mortgage bankers & loan correspondents • California

This Standard Office Lease (“Lease”) is made and entered into as of the 10th day of March, 2011, by and between ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (“Landlord”), and LOANDEPOT.COM LENDING, LLC, a Delaware limited liability company (“Tenant”).

STOCKHOLDERS AGREEMENT
Stockholders Agreement • October 29th, 2015 • loanDepot, Inc. • Finance services • Delaware

NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

AMENDMENT NO. 3 TO PRICING LETTER AND AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • October 8th, 2015 • loanDepot, Inc. • Mortgage bankers & loan correspondents • New York

Amendment No. 3 to Pricing Letter (the “Pricing Letter Amendment”) and Amendment No. 2 to Master Repurchase Agreement (the “Repurchase Agreement Amendment” and together with the Pricing Letter Amendment, the “Amendment”) dated as of July 27, 2012, among UBS REAL ESTATE SECURITIES INC. (the “Buyer”), and LOANDEPOT.COM, LLC (the “Seller”).

AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • October 8th, 2015 • loanDepot, Inc. • Mortgage bankers & loan correspondents • New York

This AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT (this “Amendment”) is made and entered into as of June 20, 2012 by and between Bank of America, N.A. (“Buyer”) and loanDepot.com, LLC (“Seller”). This Amendment amends that certain Master Repurchase Agreement by and between Buyer and Seller dated as of December 23, 2009 (as amended, the “Agreement”).

AMENDMENT NO. 8 TO PRICING LETTER and AMENDMENT NO. 5 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • October 8th, 2015 • loanDepot, Inc. • Mortgage bankers & loan correspondents • New York

Amendment No. 8 to Pricing Letter and Amendment 5 to Master Repurchase Agreement (this “Amendment”) dated as of April 29, 2014, between UBS REAL ESTATE SECURITIES INC. (the “Buyer”), and LOANDEPOT.COM, LLC (the “Seller”).

AMENDMENT NO. 5 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • October 8th, 2015 • loanDepot, Inc. • Mortgage bankers & loan correspondents • New York

This AMENDMENT NO. 5 TO MASTER REPURCHASE AGREEMENT (this “Amendment”) is made and entered into as of June 18, 2014 by and between Bank of America, N.A. (“Buyer”) and loanDepot.com, LLC (“Seller”). This Amendment amends that certain Master Repurchase Agreement by and between Buyer and Seller, dated as of December 23, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”).

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