Exhibit 10.15.7

 

EXECUTION

 

AMENDMENT NO. 7
  TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

 

Amendment No. 7 to Amended and Restated Master Repurchase Agreement (the “Amendment”), dated as of June 26, 2019, between UBS AG, by and through its branch office at  1285 Avenue of the Americas, New York, New York (the “Buyer”) and QUICKEN LOANS INC. (the “Seller”).

 

RECITALS

 

The Buyer and Seller are parties to that certain (a) Amended and Restated Master Repurchase Agreement, dated as of April 10, 2015 (as amended by Amendment No. 1, dated as of June 24, 2015, Amendment No. 2, dated as of January 29, 2016, Amendment No. 3, dated as of October 6, 2016, Amendment No. 4, dated as of April 14, 2017, Amendment No. 5, dated as of December 6, 2018, and Amendment No. 6, dated as of April 25, 2019, the “Existing Repurchase Agreement”; and as further amended by this Amendment, the “Repurchase Agreement”) and (b)  Pricing Letter, dated as of April 10, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Pricing Letter”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement or Pricing Letter, as applicable.

 

The Buyer and Seller have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement.

 

Accordingly, the Buyer and Seller hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:

 

SECTION 1. Temporary Amendment. This Amendment shall be effective solely during the period commencing on the Amendment Effective Date through and including September 30, 2019 (the “Temporary Amendment Period”):

 

SECTION 2. Applicability. Section 1 of the Existing Repurchase Agreement is hereby amended deleting the first paragraph of such section in its entirety and replacing it with the following:

 

From time to time the parties hereto may enter into transactions in which the Seller agrees to transfer to Buyer Mortgage Loans on a servicing released basis against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to the Seller such Mortgage Loans on a servicing released basis on the Repurchase Date, against the transfer of funds by such Seller. Each such transaction shall be referred to herein as a  “Transaction” and shall be governed by this Agreement (including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder), unless otherwise agreed in writing. This Agreement constitutes a commitment by Buyer to enter into Transactions with Seller under this Agreement not to exceed the Maximum Committed Purchase Price. Buyer is under no obligation to agree to enter into, or to enter into, any

 

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Transaction pursuant to this Agreement in excess of the Maximum Committed Purchase Price.

 

SECTION 3. Initiation; Termination. Section 3 of the Existing Repurchase Agreement is hereby amended by deleting subsection (e) in its entirety and replacing it with the following:

 

(e)           Request for Temporary Increase. Seller Party may request a temporary increase of the Maximum Aggregate Purchase Price (a “Temporary Increase”) by submitting to Buyer an executed Temporary Increase Request, setting forth the requested increased Maximum Aggregate Purchase Price (such increased amount, the “Temporary Maximum Aggregate Purchase Price”) and the effective date and expiration date of such Temporary Increase, which such Temporary Increase Request shall become effective upon receipt by Buyer. At any time that a Temporary Increase is in effect, the Maximum Aggregate Purchase Price shall equal the Temporary Maximum Aggregate Purchase Price and the Maximum Committed Purchase Price or Maximum Uncommitted Purchase Price shall increase to the amount set forth in the Temporary Increase Request for all purposes of this Agreement and all calculations and provisions relating to the Maximum Aggregate Purchase Price, Maximum Committed Purchase Price or Maximum Uncommitted Purchase Price shall refer to the Temporary Maximum Aggregate Purchase Price, Temporary Maximum Committed Purchase Price or Temporary Maximum Uncommitted Purchase Price, as applicable. Upon the termination of a Temporary Increase, Seller shall repurchase Purchased Mortgage Loans, if necessary, in order to reduce the aggregate outstanding Purchase Price of all Transactions to the Maximum Aggregate Purchase Price (as reduced by the termination of such Temporary Increase). Notwithstanding any Temporary Increase, Buyer shall have no obligation to enter into any Transactions in excess of the Maximum Committed Purchase Price.

 

SECTION 4. Litigation. Schedule 11(f) to the Existing Repurchase Agreement is hereby amended by deleting such schedule in its entirety and replacing it with Annex A hereto

 

SECTION 5. Form of Temporary Increase Request. Exhibit A to the Existing Repurchase Agreement is hereby amended by deleting such exhibit in its entirety and replacing it with Annex B hereto.

 

SECTION 6. Conditions Precedent. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:

 

(a)           Buyer shall have received this Amendment, executed and delivered by duly authorized officers of the Buyer and Seller;

 

(b)           Amendment No. 18 to the Pricing Letter, executed and delivered by duly authorized officers of the Buyer and Seller; and

 

(c)                                  such other documents as the Buyer or counsel to the Buyer may reasonably request.

 

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SECTION 7. Ratification of Agreement. As amended by this Amendment, the Existing Repurchase Agreement is in all respects ratified and confirmed and the Existing Repurchase Agreement as so modified by this Amendment shall be read, taken, and construed as one and the same instrument.

 

SECTION 8. Representations and Warranties. Seller hereby represents and warrants to the Buyer that, giving effect to this Amendment, it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Default or Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 11 of the Repurchase Agreement. Seller hereby represents and warrants that this Amendment has been duly and validly executed and delivered by it, and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

 

SECTION 9. Limited Effect. This Amendment shall expire upon the expiration of the Temporary Amendment Period, at which time the terms of the Repurchase Agreement shall revert back to those set forth in the Existing Repurchase Agreement except where permanently modified by this Amendment. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms.

 

SECTION 10. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

 

SECTION 11. Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart. The parties agree that this Amendment, any documents to be delivered pursuant to this Amendment and any notices hereunder may be transmitted between them by email and/or by facsimile. Delivery of an executed counterpart of a signature page of this Amendment in Portable Document Format (PDF) or by facsimile shall be effective as delivery of a manually executed original counterpart of this Amendment. The original documents shall be promptly delivered, if requested.

 

SECTION 12. Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

 

SECTION 13. GOVERNING LAW.  THIS AMENDMENT AND ANY  CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AMENDMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AMENDMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE

 

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EFFECTIVENESS, VALIDITY AND ENFORCEABILITY OF ELECTRONIC CONTRACTS, OTHER RECORDS, ELECTRONIC RECORDS AND ELECTRONIC SIGNATURES USED IN CONNECTION WITH ANY ELECTRONIC TRANSACTION BETWEEN BUYER AND SELLER SHALL BE GOVERNED BY E-SIGN.

 

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

 


	
 
    	
 
    	
UBS AG, BY AND THROUGH ITS   BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK, as Buyer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Gary Timmerman
    
	
 
    	
 
    	
 
    	
Name:
    	
Gary Timmerman
    
	
 
    	
 
    	
 
    	
Title:
    	
Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Ari Lash
    
	
 
    	
 
    	
 
    	
Name:
    	
Ari Lash
    
	
 
    	
 
    	
 
    	
Title:
    	
Executive Director
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
QUICKEN LOANS INC., as   Seller
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Jay Farner
    
	
 
    	
 
    	
 
    	
Name:
    	
Jay Farner
    
	
 
    	
 
    	
 
    	
Title:
    	
Chief Executive Officer
    




 

Signature Page to Amendment No. 7 to Master Repurchase Agreement

 











 

ANNEX A

 

SCHEDULE 11(ff)

 

LITIGATION

 

I. Ordinary Course of Business Litigation

 

As a residential mortgage lender originating, closing and servicing loans in all 50 states, Quicken Loans Inc. may, at any point in time, be named as a party to dozens of legal proceedings which arise in the ordinary course of business, such as actions alleging improper lending practices, improper servicing, quiet title actions, improper foreclosure practices, violations of consumer protection laws, etc. In many of these actions, Quicken Loans may not be the real party of interest but it may appear in the pleadings because it is in the chain of title to property over which there may be a dispute. In other cases, such as lien avoidance cases brought in bankruptcy, Quicken Loans is insured by title insurance and the case is turned over to the title insurer who tenders our defense.

 

As to other matters that arise in the ordinary course, management does not believe that the amount of liability, if any, for any of the pending matters individually or in the aggregate will materially affect Quicken Loans’ consolidated financial position. However, regardless of the outcome of the matters referred to herein, litigation can have a significant effect on Quicken Loans for other reasons such as defense costs, diversion of management focus and resources, and other factors. To the best of Quicken Loans’ information and belief, there are no outstanding judgments, liens or orders that have not been satisfied.

 

II. Non-Ordinary Course of Business Litigation

 

	
Case Title
    	
 
    	
Court
    	
 
    	
Case Number
    	
 
    	
Nature of
   Action
    	
 
    	
Description of Claims
    	
 
    	
Date
    
	
Phillip Alig, et al. vs. Quicken Loans Inc., et   al.
    	
 
    	
US District Court, Northern District, West Virginia
    	
 
    	
11-c-428
    	
 
    	
Lender Liability
    	
 
    	
Class action lawsuit alleging violation of   state consumer protection statutes for providing homeowner’s estimated values   to appraisers.
    	
 
    	
6/25/2012
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Erik   Mattson vs. Quicken Loans Inc., et al.
    	
 
    	
US District Court, District   of Oregon
    	
 
    	
3:17-cv-01840
    	
 
    	
Consumer   Protection
    	
 
    	
Putative class action   alleges violations of the Telephone Consumer Protection Act by claiming,   among other things, that: (a) QL called him, without express consent,   even though his number was on the national DNC list; and (b) QL called   him without having the proper procedures in place for maintaining an internal   do not call list.
    	
 
    	
11/29/2017
    


 

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HouseCanary, Inc. vs. Quicken Loans Inc., One Reverse   Mortgage, LLC, and In-House Realty LLC
    	
 
    	
US   District Court, Northern District of California
    	
 
    	
3:18-cv-01672
    	
 
    	
Intellectual Property
    	
 
    	
Lawsuit   alleging that Quicken Loans (and the other defendants) have misappropriated   HouseCanary’s trade secret information and used the purported trade secrets   to their advantage.
    	
 
    	
3/21/2018
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Ajomale v. Quicken Loans, Inc. and Corelogic Credco,   LLC
    	
 
    	
US   District Court for the Southern District of Alabama
    	
 
    	
17-539-JB-MU
    	
 
    	
Fair Credit Reporting Act
    	
 
    	
Putative   class action alleging QL improperly accessed the plaintiff’s credit report   and failed to provide plaintiff with certain notices under the FCRA.
    	
 
    	
12/15/2017
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Hill and Hyde v. Quicken Loans Inc.
    	
 
    	
US   District Court for the Central District of California
    	
 
    	
5:19-cv-00163
    	
 
    	
Consumer Protection
    	
 
    	
Putative   class action that alleges Quicken Loans violated the Telephone Consumer   Protection Act by: (a) texting Plaintiff (and a class of others), without   consent, through the use of an automatic telephone dialing system; and   (b) texting Plaintiff (and a class of others) after the individual   revoked consent.
    	
 
    	
1/28/2019
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
William Gray v. Quicken Loans Inc.
    	
 
    	
Superior   Court of California, County of Ventura
    	
 
    	
56-2019-00528118- CU-OR-VTA
    	
 
    	
California Civil Code & Business and Professions Code
    	
 
    	
Putative   class action that alleges Quicken Loans violated California law by failing to   pay interest on insurance proceeds that were placed into an escrow account.
    	
 
    	
6/11/2019
    


 

III. Regulatory and Administrative Matters

 

As a non-depository mortgage company, Quicken Loans is regulated by and subject to various state agencies that oversee and regulate mortgage lending and the activities of bank and/or non-bank financial institutions. These state agencies are generally authorized to: issue licenses or registrations where state law requires; conduct periodic on-site or remote audits or examinations of the regulated institution’s books, files and practices; investigate consumer complaints; issue findings of audit or compliance variances that may require refunds to borrowers for charges beyond those permitted under the state’s laws or regulations; assess fines or penalties if administrative rules are not adhered to, and/or require other corrective actions to be taken.

 

These agencies also have the authority to seek revocation of an institution’s or individual’s license or

 

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registration to operate as a mortgage lender or loan originator in the state. In the ordinary course of business and in any given year, Quicken Loans participates in and responds to numerous regular periodic state examinations. If the state agency issues a finding, Quicken Loans may dispute that finding and/or attempt to reconcile any differences of opinion. In other instances, Quicken Loans may undertake corrective action before being required to do so by the state regulator. In some states, the state’s attorney general may also investigate consumer complaints regarding mortgage lending and issue subpoenas, commence informal inquiries or formal investigations. As a licensed mortgage company Quicken Loans is, in the ordinary course of business, subject to such inquiries and investigations. Although Quicken Loans may currently be subject to various state examinations and consumer complaint inquiries, management does not believe the outcomes of these examinations or inquiries, individually or in the aggregate, will materially affect Quicken Loans’ consolidated financial position or operations.

 

Dated: June 25, 2019

 

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EXHIBIT A

 

FORM OF TEMPORARY INCREASE REQUEST

 

UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York 

1285 Avenue of the Americas

New York, NY 10019

Attention: Gary Timmerman 

Telephone: (212) 649-8156 

Facsimile: (212) 713-9640

Email: Gary.Timmerman@ubs.com

 

Re:                            The Amended and Restated Master Repurchase Agreement, dated as of April 10, 2015 (the “Repurchase Agreement”), between UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK (“Buyer”) and QUICKEN LOANS INC. (“Seller”)

 

Ladies and Gentlemen:

 

In accordance with Section 3(e) of the Repurchase Agreement, Buyer hereby consents to a Temporary Increase of the Maximum Aggregate Purchase Price or the Maximum Committed Purchase Price as further set forth below:

 

Amount of Temporary Increase: $                  .

 

Temporary Maximum Aggregate Purchase Price: $                  .

 

Temporary Maximum Committed Purchase Price: $                  .

 

Temporary Maximum Uncommitted Purchase Price: $                  .

 

Effective date: [        ]

 

Expiration date: [        ]

 

On and after the effective date indicated above and until the expiration date indicated above, the Maximum Aggregate Purchase Price and/or Maximum Committed Purchase Price (if applicable) shall equal the Temporary Maximum Aggregate Purchase Price and/or Temporary Maximum Committed Purchase Price, respectively, indicated above for all purposes of the Repurchase Agreement and all calculations and provisions relating to the Maximum Aggregate Purchase Price and/or Maximum Committed Purchase Price shall refer to the Temporary Maximum Aggregate Purchase Price and/or Temporary Maximum Committed Purchase Price, respectively, including without limitation, Concentration Limits.

 

Unless otherwise terminated pursuant to the Repurchase Agreement, this Temporary Increase shall terminate on the expiration date indicated above. Upon the termination

 

Annex B-1











 

of this Temporary Increase, Seller shall repurchase Purchased Mortgage Loans such that (i) the aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Aggregate Purchase Price and (ii) the applicable portion of the aggregate outstanding Purchase Price of all Transactions does not exceed any Concentration Limit.

 

All terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Repurchase Agreement.

 


	
 
    	
 
    	
QUICKEN LOANS INC., as   Seller
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
 
    
	
 
    	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
 
    	
Title:
    
	
 
    	
 
    	
 
    	
 
    
	
Agreed and Consented by:
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
UBS AG, BY AND THROUGH ITS   BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK, as Buyer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
 
    
	
 
    	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
 
    	
Title:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
 
    
	
 
    	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
 
    	
Title:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Date:
    	
 
    	
 
    	
 
    
					




 

Annex B-2