Exhibit 10.16.7

 

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.

 

SEVENTH AMENDMENT TO MASTER REPURCHASE AGREEMENT

 

Dated as of October 12, 2017

 

Between

 

QUICKEN LOANS INC., as Seller,

 

and

 

JPMORGAN CHASE BANK, N.A., as a Buyer and as Administrative Agent for the Buyers,

 

and

 

the other Buyers from time to time party hereto

 

1.             This Amendment.

 

The Parties agree hereby to amend (for the seventh time) the Master Repurchase Agreement dated May 2, 2013 between them (the “Original  MRA”, as amended by the First Amendment to Master Repurchase Agreement dated May 1, 2014, the Second Amendment to Master Repurchase Agreement dated December 19, 2014, the Third Amendment to Master Repurchase Agreement dated April 30, 2015, the Fourth Amendment to Master Repurchase Agreement dated April 28, 2016, the Fifth Amendment to Master Repurchase Agreement dated November 18, 2016 and the Sixth Amendment to Master Repurchase Agreement dated April 27, 2017 (the “Amended MRA”) and as amended hereby and as it may be supplemented, further amended or restated from time to time, (the “MRA”) to (i) change the definition of “Eligible Mortgage Loan”, (ii) amend the Compliance Certificate (Exhibit C) to provide that pending repurchases and indemnifications demands information will be required quarterly or pursuant to Administrative Agent’s interim request, and (ii) define the Quicken Loans Non-Agency Jumbo Guidelines, attach a current copy of them as new Schedule III-QL, reference them in related clauses of the definition of “Eligible Mortgage Loan” and add provisions for their possible future revision, 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 (this “Amendment”) have the same meanings hereas there. The Sections of this Amendment are numbered to correspond with the numbers of the Sections of the Original MRA amended hereby and are therefore nonsequential.

 

2.            Definitions; Interpretation

 

A. The definition of Eligible Mortgage Loan in Section 2(a) (Definitions) of the Amended MRA is hereby amended to read as follows:

 

“Eligible Mortgage Loan” means, on any date of determination, a Mortgage Loan:

 











 

(i)            for which each of the applicable representations and warranties set forth on Exhibit B is true and correct in all material respects as of such date of determination;

 

(ii)           that is either a Conventional Conforming Loan, a Government Loan or a Jumbo Loan;

 

(iii)          that is a MERS Designated Mortgage Loan;

 

(iv)          that is eligible for sale to, or securitization by, an Approved Takeout Investor under its Takeout Guidelines;

 

(v)           whose Origination Date was no earlier than thirty (30) days before its Purchase Date;

 

(vi)          that has a scheduled Repurchase Date not later than the following number of days after the Purchase Date for the initial Transaction to which that Mortgage Loan was subject:

 

	
Type of Mortgage Loan
    	
 
    	
Number of days
    
	
Jumbo Loan
    	
 
    	
[***]
    
	
Pooled Loan
    	
 
    	
[***]
    
	
Conventional Conforming   Loan
    	
 
    	
[***]
    
	
Government Loan
    	
 
    	
[***]
    
	
Aged Loan
    	
 
    	
[***]
    


 

(vii)         that does not have a Combined Loan-to-Value Ratio in excess of (1) [***] in the case of a Government Loan other than an RHS Loan, (2) [***] in the case of an RHS Loan, (3) [***] in the case of a Conventional Conforming Loan or an Expanded Criteria Loan or (4) the higher of the CLTVs specified on Schedule III and Schedule III-QL for Jumbo Loans of a corresponding loan purpose, product type and minimum FICO Score, and if its Loan-to-Value Ratio is in excess of [***], it has private mortgage insurance in an amount required by the applicable Agency Guidelines;

 

(viii)        if not a Jumbo Loan or a Low FICO FHA/VA Loan, whose Mortgagor has a FICO Score of at least [***];

 

(ix)          if a Jumbo Loan, whose Mortgagor has a FICO Score of at least the lower of the minimum FICO Scores specified on Schedule III and Schedule III-QL for Jumbo Loans of a corresponding loan purpose, product type, minimum FICO Score and maximum CLTV;

 

(x)           if a Jumbo Loan, whose Mortgagor has a debt-to-income ratio no greater than the higher of the maximum debt-to-income ratios specified on Schedule III and Schedule III-QL for Jumbo Loans of a corresponding loan purpose, product type, minimum FICO Score and maximum CLTV;

 

2











 

(xi)          if a Low FICO FHA/VA Loan, whose Mortgagor has a FICO Score of at least [***] and whose Purchase Price, when added to the sum of the Purchase Prices of all Low FICO FHA/VA Loans which are then subject to Transactions, is less than or equal to [***];

 

(xii)         for which, on or before its Purchase Date, its Asset Schedule has been delivered to Buyer and Custodian;

 

(xiii)        for which, if not a Wet Loan,on or before its Purchase Date a complete Asset File has been delivered to Custodian and Buyer has received an Asset Schedule and Exception Report that includes it;

 

(xiv)        for which, if a Wet Loan, at or before its Wet Delivery Deadline a complete Asset File has been delivered to Custodian and Buyer has received an Asset Schedule and Exception Report that includes it;

 

(xv)         if a Wet Loan, whose Purchase Price, when added to the sum of the Purchase Prices of all other Wet Loans that are then subject to Transactions, is less than or equal to (i) [***] of the Facility Amount on any day that is one of the first five (5) or the last five (5) Business Days of any calendar month or (ii) [***] of the Facility Amount on any other day;

 

(xvi)        that, if a Jumbo Loan covered by a Takeout Commitment (instead of by Hedging Arrangement), (a) is not subject to a Takeout Agreement that has expired or been terminated or cancelled by the Approved Takeout Investor or with respect to which Seller is in default and(b) has not been rejected or excluded for any reason (other than default by Administrative Agent) from the related Takeout Commitment by the Approved Takeout Investor;

 

(xvii)       if an RHS Loan, whose Purchase Price, when added to the sum of the Purchase Prices of all other RHS Loans that are then subject to Transactions, is less than or equal to [***] of the Facility Amount;

 

(xviii)      if a Second Home Loan anor Investor Loan, whose Purchase Price, when added to the sum of the Purchase Prices of all Second Home Loans and Investor Loans that are then subject to Transactions, is less than or equal to [***] of the Facility Amount;

 

(xix)        if an Aged Loan, whose Purchase Price, when added to the sum of the Purchase Prices of all other Aged Loans that are then subject to Transactions, is less than or equal to [***] of the Facility Amount;

 

(xx)         that, if a Jumbo Loan, whose Purchase Price, when added to the sum of the Purchase Prices of all other Jumbo Loans that are then subject to Transactions, is less than or equal to [***];

 

3











 

(xxi)        if a Jumbo Loan, is covered by either (i) a Takeout Commitment issued by CL or by a best efforts Takeout Commitment issued by another Approved Takeout Investor that is approved by Administrative Agent for the purchase of Jumbo Loans or (ii) Hedging Arrangements;

 

(xxii)       that is not a Mortgage Loan that Seller has failed to repurchase when required by the terms of this Agreement;

 

(xxiii)      for which the related Mortgage Note has not been out of the possession of Custodian pursuant to a Request for Documents Release requesting release to Seller or Interim Servicer of a Mortgage Note for correction or servicing, for more than ten (10) Business Days after the date that Mortgage Note was received by Seller or Interim Servicer;

 

(xxiv)     for which neither the related Mortgage Note nor the Mortgage has been out of the possession of Custodian pursuant to a Bailee Letter for more than sixty (60) calendar days or, if longer, the number of days specified in such Bailee Letter;

 

(xxv)      if a Pooled Loan, its purchase is to be funded from the Committed Facility Amount (Pooled Loans are not eligible for purchase with funds from the Uncommitted Facility Amount); and

 

(xxvi)     that is not a Defaulted Loan.

 

B.            The following new definitions are here by added to Section 2(a) (Definitions) of the Amended MRA, in alphabetical order:

 

“Quicken Loans Non-Agency Jumbo Guidelines” means Seller’s underwriting guidelines for Jumbo Loans that are in effect as of the effective date of the Seventh Amendment to MRA, a copy of which is attached as Schedule III-QL thereto.

 

“Seventh Amendment to MRA” means the Seventh Amendment to Master Repurchase Agreement dated October 12, 2017 between the Parties, amending this Agreement for the seventh time.

 

Section 11.            Seller’s Covenants

 

Section 11(v) is amended in its entirety to read as follows:

 

(v)           Underwriting Guidelines. Seller will underwrite Eligible Mortgage Loans other than Jumbo Loans in compliance with Agency Guidelines. Seller will underwrite Jumbo Loans in compliance with Quicken Loans Non-Agency Jumbo Guidelines. If Seller changes the Quicken Loans Non-Agency Jumbo Guidelines from time to time to increase the maximum LTV/CLTV, increase the maximum debt-to-income ratio or reduce the minimum FICO Score for Jumbo Loans of a particular Loan Purpose and Product or Property type, to be greater

 

4











 

than the maximum LTV/CLTV factor, greater than the maximum debt-to-income ratio factor or less than the minimum FICO Score factor that are specified in Schedule III attached to the Seventh Amendment to MRA, Seller will notify Administrative Agent of such change and provide a copy of its revised Quicken Loans Non-Agency Jumbo Guidelines, and Administrative Agent will review such change and notify Seller on or beforeten (10) Business Days after receipt whether Administrative Agent approves or disapproves such change. If Administrative Agent approves such change, the parties agree to amend this Agreement adjust Schedule III to match such changed factor in the revised Quicken Loans Non-Agency Jumbo Guidelines (and to substitute such revised Quicken Loans Non-Agency Jumbo Guidelines for Schedule III-QL attached to the Seventh Amendment to MRA). If Administrative Agent does not approve such change, Schedule III attached to the Seventh Amendment of MRA (or the most recent previous substitution therefor, if any) shall remain and continue in effect for purposes of this Agreement.

 

Exhibits and Schedules

 

Exhibit C attached hereto supersedes and replaces Exhibit C to the Amended MRA, Schedule III attached hereto supersedes and replaces Schedule III to the Amended MRA, and Schedule III-QL attached hereto is hereby made a part of the MRA effective as of October 12, 2017.

 

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

 

5











 

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 ..
    	
 
    	
 
    
	
Administrative   Agent
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Carolyn Johnson
    	
 
    	
 
    
	
 
    	
Name:
    	
Carolyn   Johnson
    	
 
    	
 
    
	
 
    	
Title:
    	
Authorized   Officer
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
JPMORGAN CHASE BANK, N.A.,
    	
 
    	
 
    
	
Buyer
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Carolyn Johnson
    	
 
    	
 
    
	
 
    	
Name:
    	
Carolyn   Johnson
    	
 
    	
 
    
	
 
    	
Title:
    	
Authorized   Officer
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
QUICKEN   LOANS INC.,
    	
 
    	
 
    
	
Seller
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
 
    	
Jay   Farner
    	
 
    	
 
    
	
 
    	
Chief   Executive Officer
    	
 
    	
 
    


 

 

Attached:

Exhibit C

Schedule III

Schedule Ill-QL

 

(Counterpart signature page to Seventh Amendment to Master Repurchase Agreement)

 











 

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.,
    	
 
    	
 
    
	
Administrative   Agent
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
 
    	
Carolyn   Johnson
    	
 
    	
 
    
	
 
    	
Authorized   Officer
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
JPMORGAN CHASE BANK, N.A.,
    	
 
    	
 
    
	
Buyer
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
 
    	
Carolyn   Johnson
    	
 
    	
 
    
	
 
    	
Authorized   Officer
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
QUICKEN LOANS INC.,
    	
 
    	
 
    
	
Seller
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Jay Farner
    	
 
    	
 
    
	
 
    	
Name:
    	
Jay   Farner
    	
 
    	
 
    
	
 
    	
Title:
    	
Chief   Executive Officer
    	
 
    	
 
    


 

 

Attached:

Exhibit C

Schedule III

Schedule III-QL

 

(Counterpart signature page to Seventh Amendment to Master Repurchase Agreement)

 









 

EXHIBIT C

 

FORM OF COMPLIANCE CERTIFICATE

 

COMPLIANCE CERTIFICATE

 

	
SELLER:
    	
Quicken   Loans Inc.
    
	
 
    	
 
    
	
ADMINISTRATIVE   AGENT:
    	
JPMORGAN   CHASE BANK, N.A.
    
	
 
    	
 
    
	
TODAY’S   DATE:
    	
     /    /    
    


 

REPORTING PERIOD ENDED:            month(s) ended     /    /     

 

This certificate is delivered to Administrative Agent under the Master Repurchase Agreement dated as of May 2, 2013 among Seller, Administrative Agent and the Buyers party thereto (as amended, the “Agreement”), all the defined terms of which have the same meanings when used herein.

 

I hereby certify on behalf of Seller that: (a) I am the duly elected, qualified, and acting [Chief Financial Officer][Chief Executive Officer][President] of Seller; (b) to the best of my knowledge, the financial statements of Seller for, and as of the end of, the period shown above (the “Reporting Period”) and that accompany this certificate were prepared in accordance with GAAP and present fairly in all material respects the financial condition, results of operations, cash flows and changes in shareholders’ equity of Seller and its consolidated Subsidiaries as of the end of, and for, the Reporting Period, all subject, in the case of monthly or quarterly Financial Statements, to normal year-end audit adjustments and a lack of footnotes; (c) a review of the Agreement and of the activities of Seller during the Reporting Period has been made under my supervision with a view to determining Seller’s compliance with the covenants, requirements, terms and conditions of the Agreement, and such review has not disclosed the existence during or at the end of the Reporting Period (and I have no knowledge of the existence as of the date hereof) of any Default or Event of Default, except as disclosed herein (which disclosure specifies the nature and period of existence of each Default or Event of Default, if any, and what action Seller has taken, is taking and proposes to take with respect to each); (d) the calculations described on the pages attached hereto evidence that Seller is in compliance with the related requirements of the Agreement at the end of the Reporting Period (or if Seller is not in compliance, showing the extent of noncompliance and specifying the period of noncompliance and what actions Seller proposes to take with respect thereto) and (e) Seller was, as of the end of the Reporting Period, in compliance with the applicable net worth requirements of, and in good standing with, Fannie Mae, Ginnie Mae, Freddie Mac and HUD.

 

	
QUICKEN   LOANS INC.
    
	
 
    
	
By:
    	
 
    	
 
    
	
Name:
    	
 
    	
 
    
	
 
    	
[Chief   Financial Officer][Chief Executive Officer][President]
    


 

Exhibit C, Page 1











 

SELLER: Quicken Loans Inc.

 

REPORTING PERIOD ENDED:        /    /    

 

All financial calculations set forth herein are as of the end of, or for, the Reporting Period.

 

I.             ADJUSTED TANGIBLE NET WORTH

 

	
Consolidated total assets
    	
 
    	
$
    	
 
    
	
Minus: Consolidated total liabilities
    	
 
    	
$
    	
 
    
	
Minus: book   value of transactions with, loans to, receivables from and investments in   non-consolidated Subsidiaries
    	
 
    	
$
    	
 
    
	
Minus: assets   treated as intangibles under GAAP, including goodwill, R&D costs,   trademarks, trade names, copyrights, patents, rights to refund and   indemnification and unamortized debt discount and expenses, but excluding   Servicing Rights owned
    	
 
    	
$
    	
 
    
	
Minus: assets that would be deemed unacceptable by   HUD
    	
 
    	
$
    	
 
    
	
Plus: principal balance of Qualified Subordinated   Debt
    	
 
    	
$
    	
 
    
	
ADJUSTED TANGIBLE NET WORTH:
    	
 
    	
$
    	
 
    
	
REQUIRED MINIMUM (through   Termination Date)
    	
 
    	
[***]
    	
 
    
	
In compliance?
    	
 
    	
oYes   oNo
    	
 
    


 

II.            DEBT FOR PURPOSES OF CALCULATING SELLER’S LEVERAGE RATIO

 

	
Debt described in clauses (i) – (ix) of   “Debt”
    	
 
    	
$
    	
 
    
	
Minus: loan loss reserves (if included in Debt)
    	
 
    	
$
    	
 
    
	
Minus: deferred taxes arising from capitalized   excess servicing fees (if included in Debt)
    	
 
    	
$
    	
 
    
	
Minus: operating leases (if included in Debt)
    	
 
    	
$
    	
 
    
	
Minus: Qualified Subordinated Debt (if included in   Debt)
    	
 
    	
$
    	
 
    
	
Minus: on-balance-sheet loan securitization   liabilities (if included in Debt)
    	
 
    	
$
    	
 
    
	
DEBT:
    	
 
    	
$
    	
 
    


 

Exhibit C, Page 2











 

III.          LEVERAGE RATIO: DEBT TO ADJUSTED TANGIBLE NET WORTH

 

	
Debt (from II   above)
    	
 
    	
$
    	
 
    
	
Adjusted   Tangible Net Worth (from I above)
    	
 
    	
$
    	
 
    
	
RATIO   OF DEBT/ADJUSTED TANGIBLE NET WORTH:
    	
 
    	
[***]
    	
 
    
	
Maximum   permitted
    	
 
    	
[***]
    	
 
    
	
In   compliance?
    	
 
    	
oYes oNo
    	
 
    


 

IV.          LIQUIDITY

 

	
Cash (including   Cash Deposit balance but excluding other pledged cash and restricted cash)
    	
 
    	
$
    	
 
    
	
Cash Equivalents
    	
 
    	
$
    	
 
    
	
LIQUIDITY
    	
 
    	
$
    	
 
    
	
Amount   of Liquidity Required
    	
 
    	
[***]
    	
 
    
	
In   compliance?
    	
 
    	
oYes oNo
    	
 
    


 

V.            NET INCOME (tested each quarter)

 

	
Net income before taxes or (net loss) for most   recently-ended fiscal quarter
    	
 
    	
$
    	
 
    
	
Was Adjusted Tangible Net Worth at the end of any   calendar month in the quarter less than [***]
    	
 
    	
oYes oNo
    	
 
    
	
Was Liquidity at the end   of any calendar month in the quarter less than [***]
    	
 
    	
oYes oNo
    	
 
    
	
If “Yes” to either (or both) questions, then minimum net   income before taxes for the quarter is:
    	
 
    	
[***]
    	
 
    
	
In   compliance?
    	
 
    	
oYes oNo
    	
 
    


 

VI.          DIVIDENDS

 

	
Were any dividends   declared or paid when prohibited by Section 11(j)?
    	
 
    	
 
    	
 
    
	
In   compliance?
    	
 
    	
oYes oNo
    	
 
    


 

Exhibit C, Page 3











 

VII.         PERMITTED DEBT

 

Debt incurred in current calendar year:

 

	
Counterparty
    	
 
    	
Amount
    	
 
    	
Permitted?
    	
 
    	
Under which clause of Section 
   11(t)?
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
oYes oNo
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
oYes oNo
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
oYes oNo
    	
 
    	
 
    	
 
    


 

o If checked, please see attached Exhibit J updating, and to replace, Exhibit J (Permitted Debt) to the Agreement. (For the avoidance of doubt, Seller is required to update, and to deliver to Administrative Agent with a Compliance Certificate to replace, Exhibit J only after contracting for or incurring other or additional Debt.)

 

VIII.       PERMITTED GUARANTIES

 

Debt guaranteed in current calendar year:

 

	
Creditor
    	
 
    	
Amount
    	
 
    	
Permitted?
    	
 
    	
Under which clause of Section 
   11(u)?
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
oYes oNo
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
oYes oNo
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
oYes oNo
    	
 
    	
 
    	
 
    


 

o If checked, please see the attached Schedule IV, updating, and to replace, Schedule IV (Permitted Guaranties) to the Agreement. (For the avoidance of doubt, Seller is required to update, and to deliver to Administrative Agent with a Compliance Certificate to replace, Schedule IV only after guaranteeing other or additional Debt.)

 

Exhibit C, Page 4











 

IX.          PRODUCTION

 

 

	
Volume
    	
 
    	
Current Month
    	
 
    	
Year-to-Date
    	
 
    
	
Residential   Mortgage Loans Funded
    	
 
    	
$
    	
 
    	
 
    	
$
    	
 
    	
 
    
	
Commercial Loans   Funded *
    	
 
    	
$
    	
 
    	
 
    	
$
    	
 
    	
 
    
	
TOTAL   VOLUME
    	
 
    	
$
    	
 
    	
 
    	
$
    	
 
    	
 
    


 




* Commercial loans include 5 or more unit multi-family properties and mixed use properties.

 

	
Volume
    	
 
    	
Current Month
    	
 
    	
Year-to-Date
    	
 
    
	
Banked Loan   Production
    	
 
    	
$
    	
 
    	
 
    	
$
    	
 
    	
 
    
	
Brokered Loan   Production
    	
 
    	
$
    	
 
    	
 
    	
$
    	
 
    	
 
    
	
TOTAL   VOLUME
    	
 
    	
$
    	
 
    	
 
    	
$
    	
 
    	
 
    


 

	
By Channel/Source
    	
 
    	
Current Month
    	
 
    	
Year-to-Date
    	
 
    
	
Retail as % of   Total
    	
 
    	
 
    	
%
    	
 
    	
%
    
	
TPO Loans as a %   of Total
    	
 
    	
 
    	
%
    	
 
    	
%
    
	
Correspondent   loans as a % of Total*
    	
 
    	
 
    	
%
    	
 
    	
%
    
	
TOTAL   (Must = 100%)
    	
 
    	
100
    	
%
    	
100
    	
%
    


 




*Correspondent loans are defined as those that are purchased as closed loans from third parties.

 

	
By Category
    	
 
    	
Current Month
    	
 
    	
Year-to-Date
    	
 
    
	
Government as %   of Total
    	
 
    	
 
    	
%
    	
 
    	
%
    
	
Conventional as   % of Total
    	
 
    	
 
    	
%
    	
 
    	
%
    
	
Jumbo as % of   Total
    	
 
    	
 
    	
%
    	
 
    	
%
    
	
Alt A as % of   Total
    	
 
    	
 
    	
%
    	
 
    	
%
    
	
Subprime as % of   Total
    	
 
    	
 
    	
%
    	
 
    	
%
    
	
Second Mortgages   as %
    	
 
    	
 
    	
%
    	
 
    	
%
    
	
Other (Describe)
    	
 
    	
 
    	
%
    	
 
    	
%
    
	
Total (Must =   100%)
    	
 
    	
100
    	
%
    	
100
    	
%
    


 

	
By Finance Type
    	
 
    	
Current Month
    	
 
    	
Year-to-Date
    	
 
    
	
Purchase as % of   Total
    	
 
    	
 
    	
%
    	
 
    	
%
    
	
Refinance as a %   of Total
    	
 
    	
 
    	
%
    	
 
    	
%
    
	
TOTAL (Must =   100%)
    	
 
    	
 
    	
%
    	
 
    	
%
    


 











 

X.                                   FACILITIES (Please list all Available Warehouse Facilities including off balance sheet facilities)

 

	
 
    	
 
    	
Total (committed or
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
uncommitted, please
    	
 
    	
 
    	
 
    
	
Institution
    	
 
    	
indicate “C” or “U”)
    	
 
    	
Outstanding
    	
 
    
	
 
    	
 
    	
$
    	
 
    	
 
    	
$
    	
 
    	
 
    
	
 
    	
 
    	
$
    	
 
    	
 
    	
$
    	
 
    	
 
    
	
 
    	
 
    	
$
    	
 
    	
 
    	
$
    	
 
    	
 
    
	
TOTALS
    	
 
    	
$
    	
 
    	
 
    	
$
    	
 
    	
 
    
	
X. This Master Repurchase Agreement’s Facility Amount
    	
 
    	
 
    	
 
    	
$
    	
 
    	
 
    
	
Y. Sum of Available Warehouse Facilities
    	
 
    	
 
    	
 
    	
$
    	
 
    	
 
    
	
Ratio X/Y (stated as a percentage)
    	
 
    	
 
    	
 
    	
 
    	
%
    
	
Maximum ratio of Facility Amount   to Available Warehouse Facilities
    	
 
    	
 
    	
 
    	
[***]
    	
 
    
	
In compliance?
    	
 
    	
 
    	
 
    	
oYes oNo
    	
 
    


 

o If checked, please see the attached Exhibit J, updating, and to replace, Exhibit J (Permitted Debt) to the Agreement. (For the avoidance of doubt, Seller is required to update, and to deliver to Administrative Agent with a Compliance Certificate to replace, Exhibit J only after contracting for or incurring other or additional Debt.)

 

XI.                              REPURCHASES/INDEMNIFICATIONS (R&I) (Reported each quarter or promptly following Administrative Agent’s interim requests made from time to time)

 

	
Repurchases:
    	
 
    	
Volume in UPB
    	
 
    
	
Open R&I’s   Requests
    	
 
    	
$
    	
 
    	
 
    
					


 

XII.        LITIGATION

 

o If checked, please see attached updated Schedule V, updating, and to replace, Schedule V (Litigation) to the Agreement. (For the avoidance of doubt, Seller is required to update, and to deliver to Administrative Agent with a Compliance Certificate to replace, Schedule V only if Seller has become involved in new or materially changed litigation and such new or materially changed litigation must be disclosed to Administrative Agent pursuant to the terms of the Agreement.)

 

XIII.       DEFAULTS OR EVENTS OF DEFAULT

 

Disclose nature and period of existence and action being taken in connection therewith; if none, write “None”:      

 

Exhibit C, Page 2











 

XIV.       OTHER REPORTS REQUIRED (Please attach if applicable)

 

a.            Quarterly Mountain View servicing report showing valuation and delinquency.

 

Exhibit C, Page 3









 

[***]

 











 

[***]