Exhibit 10.18.5

 

EXECUTION VERSION

 

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. 5

TO MASTER REPURCHASE AGREEMENT

 

Amendment No. 5 to Master Repurchase Agreement, dated as of September 26, 2018 (this  “Amendment”), by and between Bank of America, N.A. (“Buyer”) and Quicken Loans Inc. (“Seller”).

 

RECITALS

 

Buyer and Seller are parties to that certain Master Repurchase Agreement, dated as of October 16, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Master Repurchase Agreement”; and as amended by this Amendment, the “Master Repurchase Agreement”).

 

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

 

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

 

SECTION 1. Representations and Warranties Concerning Seller. Section 8.1 of the Existing Master Repurchase Agreement is hereby amended by adding the following new subsection (ee) at the end thereof:

 

(ee) Beneficial Ownership Certification. The information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

 

SECTION 2. Additional Repurchase or Warehouse Facility. Section 9.13 of the Existing Master Repurchase Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

 

9.13                        Additional Repurchase or Warehouse Facility. The Aggregate Transaction Limit, shall at all times, equate to a maximum of [***] of Seller’s borrowing capacity (used and unused, committed and uncommitted) under mortgage loan repurchase and warehouse facilities, Freddie Mac Early Funding facilities, Fannie Mae As Soon As Pooled Plus lines, mortgage servicing rights facilities, mortgage servicing advance facilities, and working capital lines, in the aggregate, that are maintained with nationally recognized and established counterparties.

 

SECTION 3. Beneficial Ownership Certification. Article 9 of the Existing Master Repurchase Agreement is hereby amended by adding the following new section immediately at the end thereof:

 

9.18                        Beneficial Ownership Certification. Seller shall at all times either (i) ensure that the Seller has delivered to Buyer a Beneficial Ownership Certification, if applicable, and that the information contained therein is true and correct in all respects, or (ii) deliver to Buyer an updated Beneficial Ownership Certification within one (1) Business Day following the date on which the information contained in any previously delivered Beneficial Ownership Certification ceases to be true and correct in all respects.

 











 

SECTION 4. Defined Terms. Exhibit A of the Existing Master Repurchase Agreement is hereby amended by:

 

4.1 deleting the definition of “Maximum Current Advance Capacity” in its entirety and replacing it with the following:

 

Maximum Current Advance Capacity: As of any date of determination:

 

(a)           an amount equal to the excess of the available committed amount over the advanced and unpaid principal amount outstanding under Seller’s unsecured credit facilities or mortgage servicing rights facilities; and

 

(b)           in respect of each secured mortgage warehouse or similar financing facility, including this Agreement and also including any of Seller’s other repurchase, credit or similar agreements for warehouse or similar financing of Seller’s mortgage loans or mortgage-backed securities that has been amended to provide, or in which the parties have otherwise agreed, that over/under accounts, buydown accounts or other similar accounts or deposits of Seller’s funds held by the buyer or lender under such agreement are no longer permitted, an amount equal to the excess of:

 

(x)           the lesser of (i) the credit, funding or aggregate outstanding purchase price limit of such facility, including both committed and uncommitted amounts under such facility, and (ii) the aggregate borrowing base, asset value or other method of determining the maximum loan or purchase value of the assets sold, pledged or assigned to the buyer or lender under such facilities agreement (with such value being determined in accordance with the methodology set forth in such agreement for determining the purchase or loan value of such assets under any margin test or borrowing base valuation method specified therein, including application of any applicable haircuts); over

 

(y)           as applicable, the aggregate purchase price or the advanced and unpaid principal amount of all outstanding transactions or advances under such agreement.

 

4.2 adding the following definitions in their proper alphabetical order:

 

Beneficial Ownership Certification: A certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

 

Beneficial Ownership Regulation: 31 C.F.R. § 1010.230.

 

SECTION 5. Representations and Warranties Concerning Purchased Assets. Exhibit L of the Existing Master Repurchase Agreement is hereby amended by deleting clause (vii) of paragraph (eee) thereof in its entirety and replacing it with the following:

 

(vii)         the Servicing Agent status of the eNote on the MERS eRegistry is Seller;

 

SECTION 6. Fees and Expenses. Seller hereby agrees to pay to Buyer, on demand, any and all reasonable fees, costs and expenses (including reasonable fees and expenses of counsel) incurred by Buyer in connection with the development, preparation and execution of this Amendment, irrespective of whether any transactions hereunder are executed.

 

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SECTION 7. Conditions Precedent. This Amendment shall become effective as of the date hereof upon Buyer’s receipt of this Amendment, executed and delivered by a duly authorized officer of Buyer and Seller.

 

SECTION 8. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Master Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms.

 

SECTION 9. Counterparts. This Amendment may be executed in any number of counterparts each of which shall constitute one and the same instrument, and each party hereto may execute this Amendment by signing any such counterpart. 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.

 

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. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

 

[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.

 

	
 
    	
BANK   OF AMERICA, N.A., as Buyer
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Adam Robitshek
    
	
 
    	
 
    	
Name:
    	
Adam   Robitshek
    
	
 
    	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
QUICKEN   LOANS INC., as Seller
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jay Farner
    
	
 
    	
 
    	
Name:
    	
Jay   Farner
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer
    


 

Signature Page to Amendment No. 5 to Master Repurchase Agreement (BANA/Quicken)