loanDepot (LDI) S-1/A IPO registration (amended)

Exhibit 10.35.4

FOURTH AMENDMENT TO MASTER REPURCHASE AGREEMENT

Dated as of August 31, 2017

Between:

LOANDEPOT.COM, LLC, as Seller

and

JPMORGAN CHASE BANK, N.A., as Buyer

The Parties have agreed to amend (for the fourth time) the Master Repurchase Agreement dated June 3, 2016 between them (the “Original MRA”, as amended by the First Amendment to Master Repurchase Agreement dated October 19, 2016, the Second Amendment to Master Repurchase Agreement dated February 28, 2017 and the Third Amendment to Master Repurchase Agreement dated June 2, 2017, the “Amended MRA” and as amended hereby and as further supplemented, amended or restated from time to time, the “MRA”), to extend the latest Termination Date, and they hereby amend the Amended MRA as follows.

All capitalized terms used in the Amended MRA and used, but not defined differently, in this amendment have the same meanings here as there. The sole Section of this Amendment is numbered as Section 2(a) to correspond to the number of the only Section of the Amended MRA amended hereby.

2. Definitions; Interpretation

(a) Definitions

A. The definition of “Termination Date” is amended to read as follows:

“Termination Date” means the earliest of (i) the Business Day, if any, that Seller designates as the Termination Date by written notice given to the Buyer at least thirty (30) days before such date, (ii) the Business Day, if any, that Buyer designates as the Termination Date by written notice given to the Seller at least sixty (60) days before such date, (iii) the date of declaration of the Termination Date pursuant to Section 12(b)(i) and (iv) August 30, 2018.

B. The following new definition is added to Section 2(a), in alphabetical order:

“Fourth Amendment to MRA” means the Fourth Amendment to Master Repurchase Agreement dated August 31, 2017 by and between the Parties, amending this Agreement.

(The remainder of this page is intentionally blank; counterpart signature pages follow)

As amended hereby, the Amended MRA remains in full force and effect, and the Parties hereby ratify and confirm it.

JPMORGAN CHASE BANK, N.A.
By:	/s/ Carolyn Johnson
	Carolyn Johnson
	Authorized Officer
LOANDEPOT.COM, LLC
By:	/s/ Mike Smith
	Mike Smith
	Chief Accounting Officer

Counterpart signature page to Fourth Amendment to Master Repurchase Agreement