Guild Holdings Co Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 1st, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • Delaware

THIS INDEMNIFICATION AGREEMENT is made and entered into as of , 2020 by and between Guild Holdings Company, a Delaware corporation (the “Company”), and the undersigned (the “Indemnitee”).

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AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of July 15, 2020 Between TIAA, FSB, as Bank and GUILD MORTGAGE COMPANY, as Borrower
Loan and Security Agreement • September 24th, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • New York

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (“Agreement”) is made as of July 15, 2020 (the “Effective Date”), by and between Guild Mortgage Company, a California corporation, with an address at 5898 Copley Drive, San Diego, California 92111 (“Borrower”) and TIAA, FSB, formerly known as EverBank, a federal savings association (“Bank” or “EverBank”), under the following circumstances:

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FIRST AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • September 24th, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • New York
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GUILD HOLDINGS COMPANY [●] Shares of Class A Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • October 15th, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • New York

Guild Holdings Company, a Delaware corporation (the “Company”), and each of the stockholders of the Company named on Exhibit F hereto (collectively, the “Selling Stockholders” and each, a “Selling Stockholder”), acting severally and not jointly, confirm their respective agreements with Wells Fargo Securities, LLC (“Wells Fargo”), BofA Securities, Inc. (“BofA”), J.P. Morgan Securities LLC (“J.P. Morgan”) and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Wells Fargo, BofA and J.P. Morgan are acting as the representatives (in such capacity, the “Representatives”), with respect to the sale by the Selling Stockholders of a total of [●] shares (the “Initial Securities”) of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”), and the purchase by the Underwriters, acting severally and not jointly, of the r

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RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 14th, 2022 • Guild Holdings Co • Mortgage bankers & loan correspondents • Delaware

This Restricted Stock Unit Agreement (this “Agreement”), dated as of [DATE] (the “Grant Date”), is made between Guild Holdings Company (the “Company”), and [NAME] (the “Participant”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 26th, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • Delaware

This REGISTRATION RIGHTS AGREEMENT, dated as of October 21, 2020 (this “Agreement”), is made by and among Guild Holdings Company, a Delaware corporation (“Guild”), and the holders listed on Schedule I hereto (each, a “Holder” and collectively, the “Holders”).

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FIFTH AMENDMENT TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • October 1st, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • Minnesota

THIS FIFTH AMENDMENT, dated as of June 16, 2017, 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 and June 20, 2016 (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.

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TIAA BANK
Guild Holdings Co • September 24th, 2020 • Mortgage bankers & loan correspondents • New York

This Fifth Amendment is made as of the 29th day of March, 2019 (the “Amendment Effective Date”), to that certain Master Repurchase Agreement, dated as of July 29, 2015, as amended (the “Repurchase Agreement”) and the Pricing Letter, dated as of July 29, 2015, as amended (the “Pricing Letter”), in each case by and between Guild Mortgage Company (“Seller”) and TIAA, FSB, formerly known as EverBank (“Buyer” or “EverBank”). The Repurchase Agreement and the Pricing Letter are sometimes hereinafter collectively referred to as the “Agreement.

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AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT among The Bank of New York Mellon, as the Agent for the Buyers from time to time party hereto the Buyers party hereto and Guild Mortgage Company and Guild Mortgage Company, LLC as Sellers The Bank of...
Master Repurchase Agreement • October 9th, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • New York

This is the AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT dated as of October 24, 2019 (the “Agreement Date”), among GUILD MORTGAGE COMPANY, a California corporation (“GMC”) and GUILD MORTGAGE COMPANY, LLC, a Delaware limited liability company (“GMCLLC”); each of GMC and GMCLLC is a “Seller” and are, collectively, the “Sellers”), the Buyers (defined below), and THE BANK OF NEW YORK MELLON (a Buyer, and in its capacity as administrative agent hereunder, the “Agent”).

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AMENDED AND RESTATED EXECUTIVE COMPENSATION AGREEMENT
Executive Compensation Agreement • August 7th, 2023 • Guild Holdings Co • Mortgage bankers & loan correspondents

This Amended and Restated Executive Compensation Agreement (this “Agreement”) is entered into effective as of July 1, 2023 (the “Effective Date”), by and between Guild Mortgage Company LLC, a California limited liability company (“Guild”), and David Neylan (“Neylan”), as follows:

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AMENDED AND RESTATED EXECUTIVE COMPENSATION AGREEMENT
Executive Compensation Agreement • August 7th, 2023 • Guild Holdings Co • Mortgage bankers & loan correspondents

This Amended and Restated Executive Compensation Agreement (this “Agreement”) is entered into effective as of July 1, 2023 (the “Effective Date”), by and between Guild Mortgage Company LLC, a California limited liability company (“Guild”), and Terry Schmidt (“Schmidt”), as follows:

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WAIVER NO. 1 TO AMENDED AND RESTATED TERM LOAN AGREEMENT
Term Loan Agreement • September 24th, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents

THIS WAIVER NO. 1 TO AMENDED AND RESTATED TERM LOAN AGREEMENT (the “Waiver”) is made and entered into as of April 29, 2020, among Guild Mortgage Company, a California corporation (“GMC”) and Guild Mortgage Company, LLC, a Delaware limited liability company (“GMCLLC”; GMC and GMCLLC are each a “Borrower” and are, collectively, the “Borrowers”), the Lenders who are parties hereto, and The Bank of New York Mellon as Administrative Agent (the “Administrative Agent”).

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EXECUTIVE COMPENSATION AGREEMENT
Executive Compensation Agreement • March 24th, 2021 • Guild Holdings Co • Mortgage bankers & loan correspondents • California

This Executive Compensation Agreement (this “Agreement”) is entered into effective as of January 1, 2020 (the “Effective Date”), by and between Guild Mortgage Company, a California corporation (“Guild”), and Terry Schmidt (“Schmidt”), as follows:

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Master Repurchase Agreement • October 1st, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents

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.

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THIRTEENTH AMENDMENT TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • October 15th, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • Minnesota

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.

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GUILD MORTGAGE COMPANY’S SENIOR VICE PRESIDENT EMPLOYMENT AGREEMENT
Senior Vice President Employment Agreement • September 24th, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents

This SENIOR VICE PRESIDENT EMPLOYMENT AGREEMENT (“Agreement”), dated as of January 1, 2016 (“Effective Date”), between Guild Mortgage Company (“Company”) and David Neylan (“Employee”) (collectively, the “Parties”).

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EXECUTIVE COMPENSATION AGREEMENT
Executive Compensation Agreement • March 24th, 2021 • Guild Holdings Co • Mortgage bankers & loan correspondents • California

This Executive Compensation Agreement (this “Agreement”) is entered into effective as of January 1, 2020 (the “Effective Date”), by and between Guild Mortgage Company, a California corporation (“Guild”), and Mary Ann McGarry (“McGarry”), as follows:

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AMENDED AND RESTATED TERM LOAN AGREEMENT by and among GUILD MORTGAGE COMPANY and GUILD MORTGAGE COMPANY, LLC the Borrowers THE LENDERS PARTY HERETO, and THE BANK OF NEW YORK MELLON, as Administrative Agent THE BANK OF NEW YORK MELLON Lead Arranger and...
Term Loan Agreement • October 1st, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • New York

AMENEDED AND RESTATED TERM LOAN AGREEMENT (this “Agreement”), dated as of September 30, 2019, among Guild Mortgage Company, a California corporation (“GMC”) and Guild Mortgage Company, LLC, a Delaware limited liability company (“GMCLLC”; GMC and GMCLLC are each a “Borrower” and are, collectively, the “Borrowers”), the Lenders who are parties hereto, and The Bank of New York Mellon as Administrative Agent (the “Administrative Agent”).

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TIAA BANK
Guild Holdings Co • September 24th, 2020 • Mortgage bankers & loan correspondents • New York

This Tenth Amendment is made as of the 13th day of April 2020 (the “Amendment Effective Date”), to that certain Master Repurchase Agreement, dated as of July 29, 2015, as amended (the “Repurchase Agreement”) and the Pricing Letter, dated as of July 29, 2015, as amended (the “Pricing Letter”), in each case by and between Guild Mortgage Company (“Seller”) and TIAA, FSB, formerly known as EverBank (“Buyer” or “EverBank”). The Repurchase Agreement and the Pricing Letter are sometimes hereinafter collectively referred to as the “Agreement.

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Master Repurchase Agreement • October 1st, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents

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.

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AMENDMENT NO. 1 TO MASTER LOAN PURCHASE AND SERVICING AGREEMENT (EBO PROGRAM)
Master Loan Purchase and Servicing Agreement • October 15th, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • Texas

This AMENDMENT NO. 1 TO MASTER LOAN PURCHASE AND SERVICING AGREEMENT (EBO PROGRAM) (this “Amendment”) is made and entered into as of October 8, 2020, by and between Texas Capital Bank, National Association (“Purchaser”) and Guild Mortgage Company (“Seller”). This Amendment amends that certain Master Loan Purchase and Servicing Agreement (EBO Program), by and between Purchaser and Seller, dated as of December 21, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”). Any capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to such term in the Agreement.

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SEVENTH AMENDMENT TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • October 1st, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • Minnesota

THIS SEVENTH AMENDMENT, dated as of September 28, 2018, 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 and August 18, 2017 (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.

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TWELFTH AMENDMENT TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • September 24th, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • Minnesota

THIS TWELFTH AMENDMENT, dated as of July 24, 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 and April 1, 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.

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TIAA BANK
Guild Holdings Co • September 24th, 2020 • Mortgage bankers & loan correspondents • New York

This Seventh Amendment is made as of the [ ] day of August, 2019 (the “Amendment Effective Date”), to that certain Master Repurchase Agreement, dated as of July 29, 2015, as amended (the “Repurchase Agreement”) and the Pricing Letter, dated as of July 29, 2015, as amended (the “Pricing Letter”), in each case by and between Guild Mortgage Company (“Seller”) and TIAA, FSB, formerly known as EverBank (“Buyer” or “EverBank”). The Repurchase Agreement and the Pricing Letter are sometimes hereinafter collectively referred to as the “Agreement.”

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REGISTRATION RIGHTS AGREEMENT BY AND AMONG GUILD HOLDINGS COMPANY AND THE HOLDERS NAMED HEREIN
Registration Rights Agreement • May 14th, 2021 • Guild Holdings Co • Mortgage bankers & loan correspondents • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 10, 2021, by and among Guild Holdings Company, a Delaware corporation (the “Company”), and the holders set forth in Schedule A hereto.

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EVERBANK
Second Amendment • October 1st, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • New York

This Second Amendment is made as of the 11th day of January, 2017 (the “Amendment Effective Date”), to that certain Amended and Restated Master Repurchase Agreement, dated July 29, 2015, as amended (the “Repurchase Agreement”) and the Amended and Restated Pricing Letter, dated November 20, 2015, as amended (the “Pricing Letter”), in each case by and between Guild Mortgage Company (“Seller”) and EverBank (“Buyer”). The Repurchase Agreement and the Pricing Letter are sometimes hereinafter collectively referred to as the “Agreement.

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AMENDED AND RESTATED EXECUTIVE COMPENSATION AGREEMENT
Executive Compensation Agreement • March 14th, 2022 • Guild Holdings Co • Mortgage bankers & loan correspondents • California

This Amended and Restated Executive Compensation Agreement (this “Agreement”) is entered into effective as of January 1, 2021 (the “Effective Date”), by and between Guild Mortgage Company LLC, a California limited liability company (“Guild”), and Barry Horn (“Horn”), as follows:

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SIXTH AMENDMENT TO FIRST AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • October 15th, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • California

The Parties hereby amend (for the sixth time) the First Amended and Restated Master Repurchase Agreement dated December 14, 2018 between them (the “A&R MRA”, as amended by that certain First Amendment to First Amended and Restated Master Repurchase Agreement date June 21, 2019, the Second Amendment to First Amended and Restated Master Repurchase Agreement dated December 13, 2019, the Third Amendment to First Amended and Restated Master Repurchase Agreement dated February 21, 2020, the Omnibus Letter Agreement dated April 30, 2020, the Fourth Amendment to First Amended and Restated Master Repurchase Agreement dated June 23, 2020 and the Fifth Amendment to the First Amended and Restated Master Purchase Agreement dated as of July 24, 2020 and as hereby and supplemented, further amended or restated from time to time, the “MRA”).

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TIAA BANK
Guild Holdings Co • October 1st, 2020 • Mortgage bankers & loan correspondents • New York

This Eighth Amendment is made as of the [ ] day of February 2020 (the “Amendment Effective Date”), to that certain Master Repurchase Agreement, dated as of July 29, 2015, as amended (the “Repurchase Agreement”) and the Pricing Letter, dated as of July 29, 2015, as amended (the “ Pricing Letter”), in each case by and between Guild Mortgage Company (“Seller”) and TIAA, FSB. formerly known as EverBank (“Buyer” or “EverBank”). The Repurchase Agreement and the Pricing Letter are sometimes hereinafter collectively referred to as the “Agreement.”

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EXECUTIVE COMPENSATION AGREEMENT
Executive Compensation Agreement • October 1st, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • California

This Executive Compensation Agreement (this “Agreement”) is entered into effective as of January 1, 2019 (the “Effective Date”), by and between Guild Mortgage Company, a California corporation (“Guild”), and Mary Ann McGarry (“McGarry”), as follows:

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TIAA BANK
Guild Holdings Co • October 15th, 2020 • Mortgage bankers & loan correspondents • New York

This Thirteenth Amendment is made as of the 14th day of August 2020 (the “Amendment Effective Date”), to that certain Master Repurchase Agreement, dated as of July 29, 2015, as amended (the “Repurchase Agreement”) and the Pricing Letter, dated as of July 29, 2015, as amended (the “Pricing Letter”), in each case by and between Guild Mortgage Company (“Seller”) and TIAA, FSB, formerly known as EverBank (“Buyer” or “EverBank”). The Repurchase Agreement and the Pricing Letter are sometimes hereinafter collectively referred to as the “Agreement.

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TIAA BANK
Guild Holdings Co • October 15th, 2020 • Mortgage bankers & loan correspondents • New York

This First Amendment is made as of the 14th day of August, 2020 (the “Amendment Effective Date”), to that certain Amended and Restated Loan and Security Agreement, dated July 15, 2020, as amended (the “Agreement”) by and between Guild Mortgage Company (“Borrower”) and TIAA, FSB, formerly known as EverBank (“Bank”).

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TIAA BANK
Guild Holdings Co • October 1st, 2020 • Mortgage bankers & loan correspondents • New York

This Sixth Amendment is made as of the 18th day of July, 2019 (the “Amendment Effective Date”), to that certain Master Repurchase Agreement, dated as of July 29, 2015, as amended (the “Repurchase Agreement”) and the Pricing Letter, dated as of July 29, 2015, as amended (the “Pricing Letter”), in each case by and between Guild Mortgage Company (“Seller”) and TIAA, FSB, formerly known as EverBank (“Buyer” or “EverBank”). The Repurchase Agreement and the Pricing Letter are sometimes hereinafter collectively referred to as the “Agreement.

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OMNIBUS AMENDMENT TO PRINCIPAL AGREEMENTS AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT AMENDMENT NO. 1 TO AMENDED AND RESTATED TRANSACTIONS TERMS LETTER AMENDMENT NO. 1 TO GUARANTY AMENDMENT NO. 1 TO MASTER PARTICIPATION AGREEMENT
Master Repurchase Agreement • October 15th, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • New York

This OMNIBUS AMENDMENT TO PRINCIPAL AGREEMENTS (this “Amendment”) dated as of October 8, 2020, is entered into by and among Guild Holdings Company (“GHC”), Guild Mortgage Company (“GMC”), Guild Mortgage CO SPE W40, LLC (“Guild SPE”) and Bank of America, N.A. (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Repurchase Agreement or the Master Participation Agreement (each as defined below).

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THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • October 1st, 2020 • Guild Holdings Co • Mortgage bankers & loan correspondents • Minnesota

THIS THIRD AMENDMENT, dated as of April 20, 2016, amends and modifies a certain Master Repurchase Agreement, dated as of March 24, 2015, as amended by Amendments dated as of June 24, 2015 and March 15, 2016 (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.

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