Exhibit 10.15.2

 

EXECUTION

 

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.

 

AMENDMENT NO. 2 TO

AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

 

Amendment No. 2 to Amended and Restated Master Repurchase Agreement (the “Amendment”), dated as of January 29, 2016, between UBS REAL ESTATE SECURITIES INC. (the “Buyer”) and QUICKEN LOANS INC. (the “Seller”).

 

RECITALS

 

The Buyer and Seller are parties to (a) that certain Amended and Restated Master Repurchase Agreement, dated as of April 10, 2015 (as amended by Amendment No. 1, dated as of June 24, 2015, the “Existing Repurchase Agreement”; and as amended by this Amendment, the “Repurchase Agreement”) and (b) that certain 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 the 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. Operating Account. Sections 9(d) of the Existing Repurchase Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

 

(d)                                 Operating Account.

 

(i)                                     Seller may remit to Buyer funds to be held in an interest bearing account (the “Operating Account”) as unsegregated cash margin and collateral for all Obligations under this Agreement (such amount, to the extent not applied to Obligations under this Agreement, the “Buydown Amount”). Seller shall be entitled to drawdown the Buydown Amount on demand as long as no Default has occurred and is continuing and to remit additional funds to be added to the Buydown Amount.

 

(ii)                                  The Buydown Amount will accrue interest at the Operating Account Rate; provided that in no event shall interest accrue on (A) the Buydown Amount (x) if on any day the Buydown Amount is less than the Minimum Balance Requirement or (y) the average balance of funds in the Operating Account during any calendar month is less than the Minimum Balance Requirement and (B) that portion of the Buydown Amount that is in excess of the lesser of (x) [***] of the average aggregate outstanding Purchase Price of all Transactions during any calendar month and (y)[***] Notwithstanding the foregoing, on and after June 1, 2016, Buyer may make any amendments to this Section 9(d) upon not less than [***] prior written notice.

 

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(iii)                               Without limiting the generality of the foregoing, in the event that Seller fails to timely satisfy a Margin Call or an Event of Default exists, the Buyer shall be entitled to use any or all of the Buydown Amount to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, Seller; provided, that Buyer will promptly notify Seller of such application of funds; provided, further, that the failure to provide such notice shall not affect the validity of Buyer’s actions. Within two (2) Business Days’ after receipt of written request from Seller, and provided Seller has not failed to timely satisfy a Margin Call or an Event of Default does not exist, Buyer shall remit any portion of such Buydown Amount back to Seller.

 

SECTION 2. Litigation. Schedule 11(f) of the Existing Repurchase Agreement is hereby amended by deleting it in its entirety and replacing it with Schedule 11(f) attached to this Amendment.

 

SECTION 3. 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:

 

3.1                               Delivered Documents. On the Amendment Effective Date, the Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance:

 

(a)                                 this Amendment, executed and delivered by duly authorized officers, as applicable, of the Buyer and Seller; and

 

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

 

SECTION 4. 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 5. Representations and Warranties. Seller hereby represents and warrants to the Buyer that 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 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. Each of Buyer and 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 6. Limited Effect. 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 7. 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.

 

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SECTION 8. 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 9. Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

 

SECTION 10.  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 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 Buyer and Seller have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the date first above written.

 

 

	
 
    	
UBS REAL ESTATE   SECURITIES INC., as Buyer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ari Lash
    
	
 
    	
 
    	
Name:   
    	
Ari   Lash
    
	
 
    	
 
    	
Title:
    	
Executive   Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Chi Ma
    
	
 
    	
 
    	
Name:
    	
Chi   Ma
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
QUICKEN LOANS INC., as   Seller
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   William Emerson
    
	
 
    	
 
    	
Name:
    	
William   Emerson
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer
    


 

Signature Page to Amendment No. 2 to Amended and Restated Master Repurchase Agreement

 











 

Schedule 11(f)

LITIGATION

 

I. Ordinary Course of Business Litigation

 

As a residential mortgage lender originating, closing and servicing loans in all 50 states, Quicken Loans Inc. (and its Subsidiaries) 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. and on account of consumer bankruptcies. In many of these actions, Quicken Loans (and its Subsidiaries) may not be the real party of interest (because Quicken Loans is not the servicer of the loan or the holder of the note) but it may appear in the pleadings because it is in the chain of title to property over which there may be a dispute. Such matters are turned over to the servicer of the loan for those loans Quicken Loans or its Subsidiary do not service. In other cases, such as lien avoidance cases brought in bankruptcy, Quicken Loans or its Subsidiary are 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 in a material way. However, regardless of the outcome of this or other matters referred to herein, litigation can have a significant effect on Quicken Loans and its Subsidiaries 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

 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Nature of
    	
 
    	
 
    	
 
    	
Date
    
	
Case Title
    	
 
    	
Court
    	
 
    	
Case Number
    	
 
    	
Action
    	
 
    	
Description of Claims
    	
 
    	
Served
    
	
Quicken Loans Inc. vs. United States of America,   et al.
    	
 
    	
US District Court, Eastern District, Michigan
    	
 
    	
15-cv-11408
    	
 
    	
False Claims Act
    	
 
    	
Quicken Loans sued HUD, DOJ and governmental   entities or actors for violation of the APA, breach of contract, and   violation of constitutional due process rights, and seeks an injunction and   declaratory judgments that Quicken Loans did not violate FHA guidelines.
    	
 
    	
4/17/2015
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
The U.S. claims that QL violated the False Claims   Act by falsely certifying that FHA loans made by Quicken Loans met FHA   underwriting requirements.
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
*See United States of America vs. Quicken Loans Inc.
    	
 
    	
 
    


 











 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Nature of
    	
 
    	
 
    	
 
    	
Date
    
	
Case Title
    	
 
    	
Court
    	
 
    	
Case Number
    	
 
    	
Action
    	
 
    	
Description of Claims
    	
 
    	
Served
    
	
United States of America vs. Quicken Loans Inc.
    	
 
    	
United States District Court, District of Columbia
    	
 
    	
15-0613
    	
 
    	
False Claims Act
    	
 
    	
Quicken Loans sued HUD, DOJ and governmental   entities or actors for violation of the APA, breach of contract, and   violation of constitutional due process rights, and seeks an injunction and   declaratory judgments that Quicken Loans did not violate FHA guidelines.
    	
 
    	
4/23/2015
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
The U.S. claims that QL violated the False Claims   Act by falsely certifying that FHA loans made by Quicken Loans met FHA   underwriting requirements.
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
*See Quicken Loans Inc. vs. United States of   America, et al.
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Alex Jacobs vs. Quicken Loans Inc.
    	
 
    	
US District Court, Southern District, Florida
    	
 
    	
15-cv-81386
    	
 
    	
TCPA
    	
 
    	
Putative class action alleges violations of the   Telephone Consumer Protection Act by claiming QL used prerecorded voice   messaging and automatic dialers for marketing purposes on cell phones without   consent.
    	
 
    	
10/8/2015
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Darren Newhart v. Quicken Loans Inc.
    	
 
    	
US District Court, Southern District, Florida
    	
 
    	
15-cv-81250
    	
 
    	
TCPA
    	
 
    	
Plaintiff alleges Quicken Loans violated the   Telephone Consumer Protection Act by using prerecorded voice messaging and   automatic dialers for marketing purposes on cellphones without consent.
    	
 
    	
10/12/2015
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Residential Funding Company vs. Quicken Loans   Inc., et al.
    	
 
    	
District Court, Hennepin County, Minnesota
    	
 
    	
14-cv-3111
    	
 
    	
Breach of Contract
    	
 
    	
Plaintiff asserts claims for repurchase or   indemnification based on origination and underwriting errors.
    	
 
    	
12/16/2013
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Deutsche Bank National Trust Company, solely as   Trustee of the Harborview Mortgage Loan Trust (2007-7) vs. Quicken Loans Inc.
    	
 
    	
Supreme Court, New York County, New York
    	
 
    	
13-653048
    	
 
    	
Breach of Contract
    	
 
    	
Plaintiff-trustee, on behalf of Freddie Mac, claims   that Quicken Loans breached a contract to sell loans consistent with certain   representations and warranties and failed to repurchase loans when required.
    	
 
    	
8/30/2013
    


 











 

III. Regulatory and Administrative Matters

 

As a non-depository mortgage banker, Quicken Loans (and its Subsidiaries) are regulated by and subject to various state agencies that oversee and regulate (a) mortgage lending and the activities of bank and/or non-bank financial institutions and/or (b) insurance agency / escrow agent activities and practices. 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 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 (and its Subsidiaries) participate in and respond to numerous regular periodic state examinations, while at the same time responding to examination findings from other states. In some instances, Quicken Loans (and its Subsidiaries) may dispute the state agency’s findings and/or attempt to reconcile our differences. In other instances Quicken Loans (and its Subsidiaries) 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 banker, we are in the ordinary course of business, subject to such inquiries and investigations. Quicken Loans and its Subsidiaries have thirty team members on its legal/compliance team consisting of in-house lawyers, paralegals and compliance personnel who manage this part of the business. Although Quicken Loans (and its Subsidiaries) 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 in a material way.

 

Dated:  January 25, 2016