Rocket Companies, Inc. (Form: 10-Q, Received: 11/09/2021 17:36:34)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission file number: 001-39432

Rocket Companies, Inc.

(Exact name of registrant as specified in its charter)


Delaware						84-4946470
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1050 Woodward Avenue, Detroit, MI						48226
(Address of principal executive offices)						(Zip Code)

(313) 373-7990

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.00001 per share

RKT

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of November 3, 2021, 135,133,288 shares of the registrant's Class A common stock, $0.00001 par value, and 1,848,879,483 shares of the registrant's Class D common stock, $0.00001 par value, were outstanding.

Rocket Companies, Inc.

Form 10-Q

For the period ended September 30, 2021


	Table of Contents

	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Income and Comprehensive Income	4
	Condensed Consolidated Statements of Changes in Equity	5
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	39
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	60
Item 4.	Controls and Procedures	60

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	61
Item 1A.	Risk Factors	61
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	61

Item 6.	Exhibits	62
Signatures		63

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

Rocket Companies, Inc.

Condensed Consolidated Balance Sheets

(In Thousands, Except Shares and Per Share Amounts)


	September 30, 2021		December 31, 2020
Assets	(Unaudited)
Cash and cash equivalents	$	2,233,667	$	1,971,085
Restricted cash	145,978		83,018
Mortgage loans held for sale, at fair value	23,251,936		22,865,106
Interest rate lock commitments (“IRLCs”), at fair value	794,258		1,897,194
Mortgage servicing rights (“MSRs”), at fair value	4,701,045		2,862,685
MSRs collateral for financing liability, at fair value	—		205,033
Notes receivable and due from affiliates	9,671		22,172
Property and equipment, net of accumulated depreciation and amortization of $549,657 and $497,812, respectively	253,886		211,161
Deferred tax asset, net	588,507		519,933
Lease right of use assets	328,361		238,546
Forward commitments, at fair value	253,200		20,584
Loans subject to repurchase right from Ginnie Mae	2,306,673		5,696,608
Other assets	941,843		941,477
Total assets	$	35,809,025	$	37,534,602
Liabilities and equity
Liabilities
Funding facilities	$	16,623,031	$	17,742,573
Other financing facilities and debt
Lines of credit	75,000		375,000
Senior Notes, net	2,976,439		2,973,046
Early buy out facility	2,219,319		330,266
MSRs financing liability, at fair value	—		187,794
Accounts payable	347,288		251,960
Lease liabilities	381,104		272,274
Forward commitments, at fair value	35,795		506,071
Investor reserves	80,321		87,191
Notes payable and due to affiliates	29,892		73,896
Tax receivable agreement liability	669,738		550,282
Loans subject to repurchase right from Ginnie Mae	2,306,673		5,696,608
Other liabilities	878,613		605,485
Total liabilities	$	26,623,213	$	29,652,446
Equity
Class A common stock, $0.00001 par value - 10,000,000,000 shares authorized, 137,367,428 and 115,372,565 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively.	$	1	$	1
Class B common stock, $0.00001 par value - 6,000,000,000 shares authorized, none issued and outstanding as of September 30, 2021 and December 31, 2020.	—		—
Class C common stock, $0.00001 par value - 6,000,000,000 shares authorized, none issued and outstanding as of September 30, 2021 and December, 31, 2020.	—		—
Class D common stock, $0.00001 par value - 6,000,000,000 shares authorized, 1,848,879,483 and 1,869,079,483 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively.	19		19
Additional paid-in capital	367,860		282,743
Retained earnings	336,594		207,422
Accumulated other comprehensive income	124		317
Non-controlling interest	8,481,214		7,391,654
Total equity	9,185,812		7,882,156
Total liabilities and equity	$	35,809,025	$	37,534,602

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

Rocket Companies, Inc.

Condensed Consolidated Statements of Income and Comprehensive Income

(In Thousands, Except Shares and Per Share Amounts)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Revenue
Gain on sale of loans
Gain on sale of loans excluding fair value of MSRs, net	$	1,746,971	$	3,443,885	$	5,610,627	$	8,814,236
Fair value of originated MSRs	907,242		836,557		2,937,517		2,041,899
Gain on sale of loans, net	2,654,213		4,280,442		8,548,144		10,856,135
Loan servicing (loss) income
Servicing fee income	334,348		272,158		970,058		779,093
Change in fair value of MSRs	(341,361)		(392,688)		(556,201)		(1,985,545)
Loan servicing (loss) income, net	(7,013)		(120,530)		413,857		(1,206,452)
Interest income
Interest income	129,963		79,890		311,853		231,971
Interest expense on funding facilities	(72,778)		(69,364)		(205,000)		(162,580)
Interest income, net	57,185		10,526		106,853		69,391
Other income	410,345		445,757		1,252,845		1,250,481
Total revenue, net	3,114,730		4,616,195		10,321,699		10,969,555
Expenses
Salaries, commissions and team member benefits	870,010		816,408		2,552,679		2,354,021
General and administrative expenses	313,405		280,705		867,639		763,962
Marketing and advertising expenses	316,471		250,558		943,999		670,749
Depreciation and amortization	19,577		15,329		55,470		47,633
Interest and amortization expense on non-funding debt	34,163		38,016		104,772		104,291
Other expenses	135,415		158,113		467,584		386,024
Total expenses	1,689,041		1,559,129		4,992,143		4,326,680
Income before income taxes	1,425,689		3,057,066		5,329,556		6,642,875
Provision for income taxes	(32,830)		(61,683)		(122,709)		(84,363)
Net income	1,392,859		2,995,383		5,206,847		6,558,512
Net income attributable to non-controlling interest	(1,317,522)		(2,937,480)		(4,946,688)		(6,500,609)
Net income attributable to Rocket Companies	$	75,337	$	57,903	$	260,159	$	57,903

Earnings per share of Class A common stock
Basic	$	0.55	$	0.54	$	2.00	0.54
Diluted	$	0.54	$	0.54	$	2.00	0.54

Weighted average shares outstanding
Basic	137,664,471		106,265,422		129,902,253		106,265,422
Diluted	1,990,828,351		106,265,422		135,392,670		106,265,422

Comprehensive income
Net income	$	1,392,859	$	2,995,383	$	5,206,847	$	6,558,512
Cumulative translation adjustment	(995)		410		(194)		(630)
Unrealized (loss) gain on investment securities	(3,639)		(66)		(3,475)		7,021
Comprehensive income	1,388,225		2,995,727		5,203,178		6,564,903
Comprehensive income attributable to non-controlling interest	(1,313,201)		(2,937,826)		(4,943,273)		(6,507,002)
Comprehensive income attributable to Rocket Companies	$	75,024	$	57,901	$	259,905	$	57,901

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

Rocket Companies, Inc.

Condensed Consolidated Statements of Changes in Equity

(In Thousands, Except Shares and Per Share Amounts)

(Unaudited)


	Class A Common Stock Shares	Class A Common Stock Amount		Class D Common Stock Shares	Class D Common Stock Amount		Additional Paid-in Capital		Retained Earnings		Net Parent Investment		Accumulated Other Comprehensive Income (Loss)		Total Non-controlling Interest		Total Equity
Balance, December 31, 2019	—	$	—	—	$	—	$	—	$	—	$	3,510,698	$	(151)	$	5,008	$	3,515,555
Net income (loss)	—	—		—	—		—		—		99,487		—		(440)		99,047
Other comprehensive loss	—	—		—	—		—		—		—		(1,439)		(321)		(1,760)
Net transfers to Parent	—	—		—	—		—		—		21,919		—		—		21,919
Share-based compensation, net	—	—		—	—		—		—		29,049		—		9		29,058
Balance, March 31, 2020	—	$	—	—	$	—	$	—	$	—	$	3,661,153	$	(1,590)	$	4,256	$	3,663,819
Net income (loss)	—	—		—	—		—		—		3,464,518		—		(436)		3,464,082
Other comprehensive income	—	—		—	—		—		—		—		588		131		719
Net transfers to Parent	—	—		—	—		—		—		(1,612,629)		—		—		(1,612,629)
Share-based compensation, net	—	—		—	—		—		—		31,244		—		9		31,253
Other equity adjustment	—	—		—	—		—		—		156		(156)		—		—
Unrealized gain on investment securities	—	—		—	—		—		—		—		7,087		—		7,087
Non-controlling interest attributed to dissolution	—	—		—	—		—		—		—		—		(884)		(884)
Balance, June 30, 2020	—	$	—	—	$	—	$	—	$	—	$	5,544,442	$	5,929	$	3,076	$	5,553,447
Net income (loss) attributed to NPI prior to reorganization transactions	—	—		—	—		—		—		1,080,284		—		(178)		1,080,106
Other comprehensive income attributed to NPI prior to reorganization transactions	—	—		—	—		—		—		—		309		68		377
Net transfers to parent	—	—		—	—		—		—		(2,236,995)		—		—		(2,236,995)
Stock based compensation attributed to NPI prior to reorganization transactions	—	—		—	—		—		—		885		—		3		888
Effect of reorganization transactions	372,565	—		1,984,079,483	20		245,920		—		(4,388,616)		(5,923)		4,185,331		36,732
Distributions for state taxes on behalf of unit holders (members), net	—	—		—	—		—		(335)		—		—		(5,670)		(6,005)
Proceeds received from IPO, net of cost	100,000,000	1		(100,000,000)	—		1,758,719		—		—		—		(14,645)		1,744,075
Proceeds received from Greenshoe option	15,000,000	—		(15,000,000)	—		263,925		—		—		—		—		263,925
Use of proceeds to purchase Class D shares and Holding Units from RHI	—	—		—	(1)		(2,023,424)		—		—		—		—		(2,023,425)
Increase in controlling interest resulting from Greenshoe	—	—		—	—		2,047		4,847		—		(26)		(6,868)		—
Net income subsequent to reorganization transactions	—	—		—	—		—		53,056		—		—		1,862,222		1,915,278
Other comprehensive income subsequent to reorganization transactions	—	—		—	—		—		—		—		2		32		34
Unrealized loss on investment securities	—	—		—	—		—		—		—		(3)		(63)		(66)
Stock Based Compensation subsequent to reorganization transactions	—	—		—	—		25,619		—		—		—		6,746		32,365
Balance, September 30, 2020	115,372,565	$	1	1,869,079,483	$	19	$	272,806	$	57,568	$	—	$	288	$	6,030,054	$	6,360,736

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

Rocket Companies, Inc.

Condensed Consolidated Statements of Changes in Equity (Continued)

(In Thousands, Except Shares and Per Share Amounts)

(Unaudited)


	Class A Common Stock Shares	Class A Common Stock Amount		Class D Common Stock Shares	Class D Common Stock Amount		Additional Paid-in Capital		Retained Earnings		Net Parent Investment		Accumulated Other Comprehensive Income (Loss)		Total Non-controlling Interest		Total Equity
Balance, December 31, 2020	115,372,565	$	1	1,869,079,483	$	19	$	282,743	$	207,422	$	—	$	317	$	7,391,654	$	7,882,156
Net income	—	—		—	—		—		123,702		—		—		2,653,636		2,777,338
Other comprehensive income	—	—		—	—		—		—		—		14		293		307
Share-based compensation, net	2,300	—		—	—		2,116		—		—		—		37,033		39,149
Unrealized loss on investment securities	—	—		—	—		—		—		—		(21)		(343)		(364)
Distributions for state taxes on behalf of unit holders (members), net	—	—		—	—		—		(281)		—		—		(4,559)		(4,840)
Distributions to unit holders (members) from subsidiary investment	—	—		—	—		—		—		—		—		(2,242,999)		(2,242,999)
Special Dividend to Class A Shareholders	—	—		—	—		—		(145,903)		—		—		—		(145,903)
Change in controlling interest of investment, net	20,200,000	—		(20,200,000)	—		85,351		(1)		—		55		(84,420)		985
Balance, March 31, 2021	135,574,865	$	1	1,848,879,483	$	19	$	370,210	$	184,939	$	—	$	365	$	7,750,295	$	8,305,829
Net income	—	—		—	—		—		61,120		—		—		975,530		1,036,650
Other comprehensive income	—	—		—	—		—		—		—		29		465		494
Share-based compensation, net	4,177	—		—	—		2,621		—		—		—		35,622		38,243
Unrealized gain on investment securities	—	—		—	—		—		—		—		36		491		527
Distributions for state taxes on behalf of unit holders (members), net	—	—		—	—		—		(1,346)		—		—		(18,255)		(19,601)
Distributions to unit holders (members) from subsidiary investment	—	—		—	—		—		—		—		—		(1,188,294)		(1,188,294)
Dividend adjustments from forfeited restricted stock units	—	—		—	—		—		211		—		—		111		322
Pushdown of dividend equivalent	—	—		—	—		—		16,427		—		—		(16,427)		—
Issuance of Class A Common Shares under stock compensation and benefit plans	896,701	—		—	—		1,369		—		—		—		18,582		19,951
Repurchase of Class A Common Shares	(496,829)	—		—	—		(8,313)		—		—		—		—		(8,313)
Change in controlling interest of investment, net	—	—		—	—		(1,971)		—		—		1		1,970		—
Balance, June 30, 2021	135,978,914	$	1	1,848,879,483	$	19	$	363,916	$	261,351	$	—	$	431	$	7,560,090	$	8,185,808
Net income	—	—		—	—		—		75,337		—		—		1,317,522		1,392,859
Other comprehensive loss	—	—		—	—		—		—		—		(59)		(936)		(995)
Share-based compensation, net	2,508,497	—		—	—		2,654		—		—		—		35,656		38,310
Unrealized loss on investment securities	—	—		—	—		—		—		—		(253)		(3,386)		(3,639)
Distributions for state taxes on behalf of unit holders (members), net	—	—		—	—		—		(118)		—		—		(1,594)		(1,712)
Distributions to unit holders (members) from subsidiary investment	—	—		—	—		—		—		—		—		(393,463)		(393,463)
Dividend adjustments from forfeited restricted stock units	—	—		—	—		—		24		—		—		312		336
Taxes withheld on employees' restricted share award vesting	—	—		—	—		(877)		—		—		—		(11,706)		(12,583)
Issuance of Class A Common Shares under stock compensation and benefit plans	947,358	—		—	—		1,135		—		—		—		15,328		16,463
Repurchase of Class A Common Shares	(2,067,341)	—		—	—		(35,572)		—		—		—		—		(35,572)
Change in controlling interest of investment, net	—	—		—	—		36,604		—		—		5		(36,609)		—
Balance, September 30, 2021	137,367,428	$	1	1,848,879,483	$	19	$	367,860	$	336,594	$	—	$	124	$	8,481,214	$	9,185,812

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

Rocket Companies, Inc.

Condensed Consolidated Statements of Cash Flows

(In Thousands)

(Unaudited)


	Nine Months Ended September 30,
	2021		2020
Operating activities
Net income	$	5,206,847	$	6,558,512
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	55,470		47,633
Provision for deferred income taxes	54,817		32,021


Origination of mortgage servicing rights	(2,937,517)		(2,041,899)
Change in fair value of MSRs, net	513,344		1,929,515
Gain on sale of loans excluding fair value of MSRs, net	(5,610,627)		(8,814,236)
Disbursements of mortgage loans held for sale	(275,516,411)		(209,540,623)
Proceeds from sale of loans held for sale	281,117,441		208,127,818
Share-based compensation expense	123,873		93,565
Change in assets and liabilities
Due from affiliates	12,501		16,350

Other assets	(72,025)		(232,635)
Accounts payable	95,328		95,154
Due to affiliates	(44,541)		20,130
Premium recapture and indemnification losses paid	772		(3,067)
Other liabilities	337,907		50,142
Total adjustments	$	(1,869,668)	$	(10,220,132)
Net cash provided by (used in) operating activities	$	3,337,179	$	(3,661,620)
Investing activities
Proceeds from sale of MSRs	$	665,901	$	320,028
Net purchase of MSRs	(34,817)		—
Net decrease in notes receivable from affiliates	—		60,516
(Increase) decrease in mortgage loans held for investment	(25,380)		6,203
Net increase in investment securities	—		(2,500)
Purchase and other additions of property and equipment, net of disposals	(98,549)		(73,195)
Net cash provided by investing activities	$	507,155	$	311,052
Financing activities
Net (payments) borrowings on funding facilities	$	(1,119,542)	$	7,047,521
Net (payments) borrowings on lines of credit	(300,000)		209,971
Borrowings on Senior Notes	—		2,000,000

Net borrowings on early buy out facility	1,889,053		17,092
Net borrowings (payments) notes payable from unconsolidated affiliates	537		(9,459)
Proceeds from MSRs financing liability	21,635		14,121
Issuance of Class D Shares to RHI	—		20
Proceeds from Class A Shares Issued prior to Offering	—		6,706
Proceeds received from IPO, net of cost	—		1,744,075
Proceeds received from Greenshoe option	—		263,925
Use of Proceeds to Purchase Class D Shares and Holding Units from RHI	—		(2,023,424)
Stock issuance	28,778		—
Share repurchase	(43,885)		—

Taxes withheld on employees' restricted share award vesting	(12,583)		—
Distributions to other unit holders (members) of Holdings	(3,982,591)		(6,005)
Net transfer to parent	—		(3,798,582)
Net cash (used in) provided by financing activities	$	(3,518,598)	$	5,465,961
Effects of exchange rate changes on cash and cash equivalents	(194)		(630)
Net increase in cash and cash equivalents and restricted cash	325,542		2,114,763
Cash and cash equivalents and restricted cash, beginning of period	2,054,103		1,455,725
Cash and cash equivalents and restricted cash, end of period	$	2,379,645	$	3,570,488
Non-cash activities
Loans transferred to other real estate owned	$	1,023	$	960
Supplemental disclosures
Cash paid for interest on related party borrowings	$	3,330	$	2,126

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in Thousands, Except Shares and Per Share)

1. Business, Basis of Presentation and Accounting Policies

Rocket Companies, Inc. (the "Company", and together with its consolidated subsidiaries, "Rocket Companies", "we", "us", "our") was incorporated in Delaware on February 26, 2020 as a wholly owned subsidiary of Rock Holdings Inc. ("RHI") for the purpose of facilitating an initial public offering ("IPO") of its Class A common stock, $0.00001 par value (the “Class A common stock”) and other related transactions in order to carry on the business of RKT Holdings, LLC ("Holdings") and its wholly owned subsidiaries.

We are a Detroit-based holding company consisting of tech-driven real estate, mortgage and eCommerce businesses. We are committed to providing an industry-leading client experience powered by our platform. In addition to Rocket Mortgage, the nation’s largest mortgage lender, we have expanded into complementary industries, such as real estate services, personal lending, and auto sales where we seek to deliver innovative client solutions leveraging our Rocket platform. Our business operations are organized into the following two segments: (1) Direct to Consumer and (2) Partner Network, refer to Note 12, Segments.

Rocket Companies, Inc. is a holding company. Its primary material asset is the equity interest in Holdings which, through its direct and indirect subsidiaries, conducts all of the Company's operations. Holdings is a Michigan limited liability company and wholly owns the following entities, with each entity's subsidiaries identified in parentheses: Rocket Mortgage, LLC (formerly known as Quicken Loans, LLC), Amrock Holdings, LLC (“Amrock”, "Amrock Title Insurance Company" and "Nexsys Technologies LLC"), LMB HoldCo LLC (“Core Digital Media”), RCRA Holdings LLC (“Rock Connections” and “Rocket Auto”), Rocket Homes Real Estate LLC (“Rocket Homes”), RockLoans Holdings LLC (“Rocket Loans”), Rock Central LLC, EFB Holdings Inc. (“Edison Financial”), Lendesk Canada Holdings Inc., RockTech Canada Inc., and Woodward Capital Management LLC. As used herein, “Rocket Mortgage” refers to either the Rocket Mortgage brand or platform, or the Rocket Mortgage business, as the context allows.

Quicken Loans, LLC, changed its name to “Rocket Mortgage, LLC”, effective as of July 31, 2021, pursuant to the filing of a Certificate of Amendment to the Articles of Organization with the Michigan Department of Licensing and Regulatory Affairs, Corporations, Securities & Commercial Licensing Bureau.

Initial Public Offering

On August 10, 2020 we completed the IPO of our common stock pursuant to a Registration Statement on Form S-1 (File No. 333-239726), which closed on August 10, 2020. In the IPO, we sold an aggregate of 115,000,000 shares of Class A common stock, including 15,000,000 shares purchased by the underwriters on September 9, 2020. Rocket Companies, Inc. received net proceeds from the IPO of approximately $2,023,000 after deducting underwriting discounts and commissions, all of which was used to purchase 115,000,000 non-voting membership units of Holdings (the “Holdings Units”) and shares of Class D common stock from RHI.

Holdings is treated as a partnership for U.S. federal income tax purposes and, as such, is itself generally not subject to U.S. federal income tax under current U.S. tax laws. Each member of Holdings will be required to take into account for U.S. federal income tax purposes its distributive share of the items of income, gain, loss and deduction of Holdings. As indicated in Note 8, Income Taxes, the Company is party to a Tax Receivable Agreement.

Basis of Presentation and Consolidation

Prior to the completion of the initial public offering, RHI, Holdings and its subsidiaries consummated an internal reorganization in which Rocket Companies, Inc. became the sole managing member of Holdings. Prior to the reorganization, Rocket Companies, Inc. had no operations.

As the sole managing member of Holdings, the Company operates and controls all of the business affairs of Holdings, and through Holdings and its subsidiaries, conducts its business. Holdings is considered a variable interest entity (“VIE”) and we consolidate the financial results of Holdings under the guidance of ASC 810, Consolidation. A portion of our Net income is allocated to Net income attributable to non-controlling interest. For further details, refer to Note 13, Variable Interest Entities and Note 14, Non-controlling Interests.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

Income from Holdings and its subsidiaries prior to the reorganization and IPO has been accounted for as a non-controlling interest in our Condensed Consolidated Statements of Income and Comprehensive Income. Accumulated net income prior to the reorganization and IPO is presented in Net Parent Investment in our Condensed Consolidated Statements of Changes in Equity as the financial statements prior to the reorganization and IPO reflect combined subsidiaries operating as part of RHI.

We have accounted for the reorganization as one of entities under common control and the Net Parent Investment was allocated between Total Non-controlling Interest and Additional Paid-in Capital based on the ownership of Holdings.

Our condensed consolidated financial statements for periods prior to the reorganization and IPO reflect the combined subsidiaries that historically operated as part of RHI. We have further adjusted the prior period results for the three and nine months ended September 30, 2020, to retrospectively reflect the acquisition of Amrock Title Insurance Company (“ATI”) which qualified as a common control transaction as discussed further below in the Acquisition Agreement section.

All significant intercompany transactions and accounts between the businesses comprising the Company have been eliminated in the accompanying condensed consolidated financial statements.

All transactions and accounts between RHI and other related parties with the Company have a history of settlement or will be settled for cash and are reflected as related party transactions. For further details of the Company’s related party transactions refer to Note 6, Transactions with Related Parties.

Our condensed consolidated financial statements are unaudited and presented in U.S. dollars. They have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The interim financial information should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC. In our opinion, these condensed consolidated financial statements include all normal and recurring adjustments considered necessary for a fair statement of our results of operations, financial position and cash flows for the periods presented. Certain prior period amounts have been reclassified to conform to the current period financial statement presentation. However, our results of operations for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period.

Acquisition Agreement

On August 5, 2020, Rocket Companies, Inc. entered into an acquisition agreement with RHI and its direct subsidiary Amrock Holdings Inc. pursuant to which we acquired ATI, a title insurance underwriting business, for total aggregate consideration of $14,400 that consisted of 800,000 Holdings Units and shares of Rocket Companies, Inc. Class D common stock valued at the initial public offering price of $18.00 per share (the number of shares issued equals the purchase price divided by the price to the public in our initial public offering), the acquisition closed on August 14, 2020 subsequent to the IPO date on August 10, 2020. ATI's net income for the year ended December 31, 2019 was $4,700. Because the Acquisition was a transaction between commonly controlled entities, U.S. GAAP requires the retrospective combination of the entities for all periods presented as if the combination had been in effect since the inception of common control. Accordingly, the Company’s condensed consolidated financial statements included in this Form 10-Q, including for the three and nine months ended September 30, 2020, reflect the retrospective combination of the entities as if the combination had been in effect since inception of common control.

Management Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Although management is not currently aware of any factors that would significantly change its estimates and assumptions, actual results may differ from these estimates.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

Subsequent Events

In preparing these condensed consolidated financial statements, the Company evaluated events and transactions for potential recognition or disclosure through the date these condensed consolidated financial statements were issued. Refer to Note 5, Borrowings for disclosures on changes to the Company’s debt agreements that occurred subsequent to September 30, 2021, which includes additional details on the October 2021, issuance of $1,150,000 of 2.875% Senior Notes and $850,000 of 4.000% Senior Notes, along with details on how a portion of these proceeds were used to repurchase $948,015 of the 5.250% Senior Notes with an outstanding principal amount of $1,010,000 as of September 30, 2021.

In November 2021, the Company purchased MSRs relating to certain single-family mortgage loans with an aggregate unpaid principal balance of approximately $9.0 billion and a fair market value of approximately $82.1 million.

Special Dividend

On February 25, 2021, our board of directors authorized and declared a cash dividend (the "Special Dividend") of $1.11 per share to the holders of our Class A common stock. The Special Dividend was paid on March 23, 2021 to holders of the Class A common stock of record as of the close of business on March 9, 2021. The Company funded the Special Dividend from cash distributions of approximately $2.2 billion by RKT Holdings, LLC to all of its members, including the Company.

Revenue Recognition

Gain on sale of loans, net—includes all components related to the origination and sale of mortgage loans, including (1) net gain on sale of loans, which represents the premium we receive in excess of the loan principal amount and certain fees charged by investors upon sale of loans into the secondary market, (2) loan origination fees (credits), points and certain costs, (3) provision for or benefit from investor reserves, (4) the change in fair value of interest rate locks and loans held for sale, (5) the gain or loss on forward commitments hedging loans held for sale and interest rate lock commitments (IRLCs), and (6) the fair value of originated MSRs. An estimate of the Gain on sale of loans, net is recognized at the time an IRLC is issued, net of a pull-through factor. Subsequent changes in the fair value of IRLCs and mortgage loans held for sale are recognized in current period earnings. When the mortgage loan is sold into the secondary market, any difference between the proceeds received and the current fair value of the loan is recognized in current period earnings in Gain on sale of loans, net. Included in Gain on sale of loans, net is the Fair value of originated MSRs, which represents the estimated fair value of MSRs related to loans which we have sold and retained the right to service. Refer to Note 3, Mortgage Servicing Rights for information related to the Total changes in fair value of MSRs.

Loan servicing (loss) income, net—includes income from servicing, sub-servicing and ancillary fees, and is recorded to income as earned, which is upon collection of payments from borrowers. This amount also includes the Change in fair value of MSRs, which is the adjustment for the fair value measurement of the MSRs asset as of the respective balance sheet date.

Interest income, net—includes interest earned on mortgage loans held for sale and mortgage loans held for investment net of the interest expense paid on our loan funding facilities. Interest income is recorded as earned and interest expense is recorded as incurred.

Other income—is derived primarily from lead generation revenue, professional service fees, real estate network referral fees, contact center revenue, personal loans business, closing fees, net appraisal revenue, and net title insurance fees.

The following revenue streams fall within the scope of ASC Topic 606—Revenue from Contracts with Customers and are disaggregated hereunder:

Core Digital Media lead generation revenue—The Company recognizes online consumer acquisition revenue based on successful delivery of marketing leads to a client at a fixed fee per lead. This service is satisfied at the time the lead is delivered, at which time revenue for the service is recognized. Online consumer acquisition revenue, net of intercompany eliminations, were $7,784 and $5,755 for the three months ended September 30, 2021 and 2020, respectively and $22,549 and $18,819 for the nine months ended September 30, 2021 and 2020, respectively.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

Professional service fees—The Company recognizes professional service fee revenue based on the delivery of services (e.g., human resources, technology, training) over the term of a contract. Consideration for the promised services is received through a combination of a fixed fee for the period and incremental fees paid for optional services that are available at an incremental rate determined at the time such services are requested. The Company recognizes the annual fee ratably over the life of the contract, as the performance obligation is satisfied equally over the term of the contract. For the optional services, revenue is only recognized at the time the services are requested and delivered and pricing is agreed upon. Professional service fee revenues were $3,434 and $3,528 for the three months ended September 30, 2021 and 2020, respectively and $10,181 and $7,155 for the nine months ended September 30, 2021 and 2020, respectively, and were rendered entirely to related parties.

Rocket Homes real estate network referral fees—The Company recognizes real estate network referral fee revenue based on arrangements with partner agencies contingent on the closing of a transaction. As this revenue stream is variable, and is contingent on the successful transaction close, the revenue is constrained until the occurrence of the transaction. At this point, the constraint on recognizing revenue is deemed to have been lifted and revenue is recognized for the consideration expected to be received. Real estate network referral fees, net of intercompany eliminations, were $16,068 and $13,633 for the three months ended September 30, 2021 and 2020, respectively and $39,778 and $33,459 for the nine months ended September 30, 2021 and 2020, respectively.

Rock Connections and Rocket Auto contact center revenue—The Company recognizes contact center revenue for communication services including client support and sales. Consideration received mainly includes a fixed base fee and/or a variable contingent fee. The fixed base fee is recognized ratably over the period of performance, as the performance obligation is considered to be satisfied equally throughout the service period. The variable contingent fee related to car sales is constrained until the sale of the car is completed. Contact center revenues, net of intercompany eliminations, were $10,847 and $6,246 for the three months ended September 30, 2021 and 2020, respectively and $34,769 and $19,403 for the nine months ended September 30, 2021 and 2020, respectively.

Amrock closing fees—The Company recognizes closing fees for non-recurring services provided in connection with the origination of the loan. These fees are recognized at the time of loan closing for purchase transactions or at the end of a client's three-day rescission period for refinance transactions, which represents the point in time the loan closing services performance obligation is satisfied. The consideration received for closing services is a fixed fee per loan that varies by state and loan type. Closing fees were $120,381 and $122,735 for the three months ended September 30, 2021 and 2020, respectively and $395,509 and $302,260 for the nine months ended September 30, 2021 and 2020, respectively.

Amrock appraisal revenue, net—The Company recognizes appraisal revenue when the appraisal service is completed. The Company may choose to deliver appraisal services directly to its client or subcontract such services to a third-party licensed and/or certified appraiser. In instances where the Company performs the appraisal, revenue is recognized as the gross amount of consideration received at a fixed price per appraisal. The Company is an agent in instances where a third-party appraiser is involved in the delivery of appraisal services and revenue is recognized net of third-party appraisal expenses. Appraisal revenue, net was $23,222 and $20,655 for the three months ended September 30, 2021 and 2020, respectively and $68,792 and $59,054 for the nine months ended September 30, 2021 and 2020, respectively.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. We maintain our bank accounts with a relatively small number of high-quality financial institutions.

Restricted cash as of September 30, 2021 and 2020 consisted of cash on deposit for a repurchase facility, client application deposits, title premiums collected from the insured that are due to the underwriters, principal and interest received in collection accounts for purchased assets, and a $25,000 bond.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)


	September 30,
	2021		2020
Cash and cash equivalents	$	2,233,667	$	3,485,137
Restricted cash	145,978		85,351
Total cash, cash equivalents, and restricted cash in the statement of cash flows	$	2,379,645	$	3,570,488

Loans subject to repurchase right from Ginnie Mae

For certain loans sold to Ginnie Mae, the Company as the servicer has the unilateral right to repurchase any individual loan in a Ginnie Mae securitization pool if that loan meets defined criteria, including being delinquent more than 90 days. Once the Company has the unilateral right to repurchase the delinquent loan, the Company has effectively regained control over the loan and must re-recognize the loan on the Condensed Consolidated Balance Sheets and establish a corresponding finance liability regardless of the Company's intention to repurchase the loan. The asset and corresponding liability are recorded at the unpaid principal balance of the loan, which approximates its fair value.

Recently Adopted Accounting Standards

In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope to clarify that Topic 848 is applicable to many derivative instruments and hedging relationships.

Subject to meeting certain criteria, the new guidance provides optional expedients and exceptions to applying contract modification accounting under existing U.S. GAAP, to address the expected phase out of the London Inter-bank Offered Rate (“LIBOR”) by the end of 2022. This guidance is effective upon issuance and allows application to contract changes as early as January 1, 2020. For all funding and financing facilities, the Company amended the agreements to include alternative base rate language which may reference the Secured Overnight Financing Rate ("SOFR") as a successor benchmark. We have applied the optional expedients available from ASU 2020-04 and accounted for the contract modifications related to reference rate reform prospectively. There has been no impact on the condensed consolidated financial statements from adopting this standard.

2. Fair Value Measurements

Fair value is the price that would be received if an asset were sold or the price that would be paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. Required disclosures include classification of fair value measurements within a three-level hierarchy (Level 1, Level 2, and Level 3). Classification of a fair value measurement within the hierarchy is dependent on the classification and significance of the inputs used to determine the fair value measurement. Observable inputs are those that are observed, implied from, or corroborated with externally available market information. Unobservable inputs represent the Company’s estimates of market participants’ assumptions.

Fair value measurements are classified in the following manner:

Level 1—Valuation is based on quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2—Valuation is based on either observable prices for identical assets or liabilities in inactive markets, observable prices for similar assets or liabilities, or other inputs that are derived directly from, or through correlation to, observable market data at the measurement date.

Level 3—Valuation is based on the Company’s internal models using assumptions at the measurement date that a market participant would use.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

In determining fair value measurement, the Company uses observable inputs whenever possible. The level of a fair value measurement within the hierarchy is dependent on the lowest level of input that has a significant impact on the measurement as a whole. If quoted market prices are available at the measurement date or are available for similar instruments, such prices are used in the measurements. If observable market data is not available at the measurement date, judgment is required to measure fair value.

The following is a description of measurement techniques for items recorded at fair value on a recurring basis. There were no material items recorded at fair value on a nonrecurring basis as of September 30, 2021 or December 31, 2020.

Mortgage loans held for sale: Loans held for sale that trade in active secondary markets are valued using Level 2 measurements derived from observable market data, including market prices of securities backed by similar mortgage loans adjusted for certain factors to approximate the fair value of a whole mortgage loan, including the value attributable to mortgage servicing and credit risk. Loans held for sale for which there is little to no observable trading activity of similar instruments are valued using Level 3 measurements based upon dealer price quotes.

IRLCs: The fair value of IRLCs is based on current market prices of securities backed by similar mortgage loans (as determined above under mortgage loans held for sale), net of costs to close the loans, subject to the estimated loan funding probability, or “pull-through factor”. Given the significant and unobservable nature of the pull-through factor, IRLCs are classified as Level 3.

MSRs: The fair value of MSRs (including MSRs collateral for financing liability and MSRs financing liability) is determined using a valuation model that calculates the present value of estimated net future cash flows. The model includes estimates of prepayment speeds, discount rate, cost to service, float earnings, contractual servicing fee income, and ancillary income among others. These fair value measurements are classified as Level 3.

Forward commitments: The Company’s forward commitments are valued based on quoted prices for similar assets in an active market with inputs that are observable and are classified within Level 2 of the valuation hierarchy.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The table below shows a summary of financial statement items that are measured at estimated fair value on a recurring basis, including assets measured under the fair value option. There were no material transfers of assets or liabilities recorded at fair value on a recurring basis between Levels 1, 2 or 3 during the nine months ended September 30, 2021 or the year ended December 31, 2020.


	Level 1		Level 2		Level 3		Total
Balance at September 30, 2021
Assets:
Mortgage loans held for sale	$	—	$	20,587,535	$	2,664,401	$	23,251,936
IRLCs	—		—		794,258		794,258
MSRs	—		—		4,701,045		4,701,045

Forward commitments	—		253,200		—		253,200
Total assets	$	—	$	20,840,735	$	8,159,704	$	29,000,439
Liabilities:
Forward commitments	$	—	$	35,795	$	—	$	35,795

Total liabilities	$	—	$	35,795	$	—	$	35,795

Balance at December 31, 2020
Assets:
Mortgage loans held for sale	$	—	$	22,285,440	$	579,666	$	22,865,106
IRLCs	—		—		1,897,194		1,897,194
MSRs	—		—		2,862,685		2,862,685
MSRs collateral for financing liability (1)	—		—		205,033		205,033
Forward commitments	—		20,584		—		20,584
Total assets	$	—	$	22,306,024	$	5,544,578	$	27,850,602
Liabilities:
Forward commitments	$	—	$	506,071	$	—	$	506,071
MSRs financing liability (1)	—		—		187,794		187,794
Total liabilities	$	—	$	506,071	$	187,794	$	693,865

(1) Refer to Note 3, Mortgage Servicing Rights for further information regarding both the MSRs collateral for financing liability and MSRs financing liability.

The following tables present the quantitative information about recurring Level 3 fair value financial instruments and the fair value measurements as of:


	September 30, 2021			December 31, 2020
Unobservable Input	Range	Weighted Average		Range	Weighted Average
Mortgage loans held for sale
Dealer pricing	92% - 107%	100	%	89% - 105%	99	%
IRLCs
Loan funding probability	0% - 100%	78	%	0% - 100%	74	%
MSRs, MSRs collateral for financing liability, and MSRs financing liability
Discount rate	9.0% - 12.0%	9.5	%	9.5% - 12.0%	9.9	%
Conditional prepayment rate	6.9% - 42.0%	9.8	%	6.6% - 52.1%	15.8	%

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

The table below presents a reconciliation of Level 3 assets measured at fair value on a recurring basis for the three and nine months ended September 30, 2021 and 2020. Mortgage servicing rights (including MSRs collateral for financing liability and MSRs financing liability) are also classified as a Level 3 asset measured at fair value on a recurring basis and its reconciliation is found in Note 3, Mortgage Servicing Rights.


	Loans Held for Sale		IRLCs
Balance at June 30, 2021	$	2,579,313	$	907,978
Transfers in (1)	461,014		—
Transfers out/principal reductions (1)	(378,302)		—
Net transfers and revaluation losses	—		(113,720)
Total gains included in net income	2,376		—
Balance at September 30, 2021	$	2,664,401	$	794,258

Balance at June 30, 2020	$	416,100	$	2,393,764
Transfers in (1)	122,763		—
Transfers out/principal reductions (1)	(164,211)		—
Net transfers and revaluation gains	—		196,555
Total gains included in net income	1,380		—
Balance at September 30, 2020	$	376,032	$	2,590,319

Balance at December 31, 2020	$	579,666	$	1,897,194
Transfers in (1)	3,244,577		—
Transfers out/principal reductions (1)	(1,159,712)		—
Net transfers and revaluation losses	—		(1,102,936)
Total losses included in net income	(130)		—
Balance at September 30, 2021	$	2,664,401	$	794,258

Balance at December 31, 2019	$	308,793	$	508,135
Transfers in (1)	906,527		—
Transfers out/principal reductions (1)	(825,197)		—
Net transfers and revaluation gains	—		2,082,184
Total losses included in net income	(14,091)		—
Balance at September 30, 2020	$	376,032	$	2,590,319

(1) Transfers in represent loans repurchased from investors or loans originated for which an active market currently does not exist. Transfers out primarily represent loans sold to third parties and loans paid in full.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

Fair Value Option

The following is the estimated fair value and unpaid principal balance (“UPB”) of mortgage loans held for sale that have contractual principal amounts and for which the Company has elected the fair value option. The fair value option was elected for mortgage loans held for sale as the Company believes fair value best reflects their expected future economic performance:


	Fair Value		Unpaid Principal Balance		Difference (1)
Balance at September 30, 2021	$	23,251,936	$	22,825,105	$	426,831
Balance at December 31, 2020	$	22,865,106	$	21,834,817	$	1,030,289

(1) Represents the amount of gains included in Gain on sale of loans, net due to changes in fair value of items accounted for using the fair value option.

Disclosures of the fair value of certain financial instruments are required when it is practical to estimate the value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques.

The following table presents the carrying amounts and estimated fair value of financial liabilities that are not recorded at fair value on a recurring or nonrecurring basis. This table excludes cash and cash equivalents, restricted cash, warehouse borrowings, and line of credit borrowing facilities as these financial instruments are highly liquid or short-term in nature and as a result, their carrying amounts approximate fair value:


	September 30, 2021				December 31, 2020
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Senior Notes, due 1/15/2028	$	996,612	$	1,089,527	$	994,986	$	1,079,629
Senior Notes, due 3/1/2029	$	742,699	$	761,370	$	741,946	$	766,365
Senior Notes, due 3/1/2031	$	1,237,128	$	1,264,263	$	1,236,114	$	1,298,175

The fair value of Senior Notes was calculated using the observable bond price at September 30, 2021 and December 31, 2020, respectively. The Senior Notes are classified as Level 2 in the fair value hierarchy.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

3. Mortgage Servicing Rights

Mortgage servicing rights are recognized as assets on the Condensed Consolidated Balance Sheets when loans are sold, and the associated servicing rights are retained. The Company maintains one class of MSRs asset and has elected the fair value option. These MSRs are recorded at fair value, which is determined using a valuation model that calculates the present value of estimated future net servicing fee income. The model includes estimates of prepayment speeds, discount rate, cost to service, float earnings, contractual servicing fee income, and ancillary income and late fees, among others.

The following table summarizes changes to the MSRs assets for the three and nine months ended:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Fair value, beginning of period	$	4,644,172	$	2,289,209	$	2,862,685	$	2,874,972
MSRs originated	907,242		836,557		2,937,517		2,041,899
MSRs sales	(572,218)		(140,359)		(671,278)		(326,652)
MSRs purchases	38,281		—		38,281		—
Changes in fair value:
Due to changes in valuation model inputs or assumptions (1)	(16,123)		(113,547)		426,111		(1,191,967)
Due to collection/realization of cash flows	(300,309)		(265,711)		(892,271)		(792,103)
Total changes in fair value	(316,432)		(379,258)		(466,160)		(1,984,070)
Fair value, end of period	$	4,701,045	$	2,606,149	$	4,701,045	$	2,606,149

(1) Reflects changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates. Does not include the change in fair value of derivatives that economically hedge MSRs identified for sale or the effects of contractual prepayment protection resulting from sales of MSRs.

The total UPB of mortgage loans serviced, excluding subserviced loans, at September 30, 2021 and December 31, 2020 was $454,666,840 and $371,494,905, respectively. The portfolio primarily consists of high-quality performing agency and government (FHA and VA) loans. As of September 30, 2021, delinquent loans (defined as 60-plus days past-due) were 2.15% of our total portfolio. Excluding clients in COVID-19 related forbearance plans, our delinquent loans (defined as 60-plus days past-due) were 0.83% as of September 30, 2021.

During the first quarter of 2021 and fourth quarter of 2020, the Company sold MSRs with a fair value of $4,885 and $193,739, respectively, relating to certain single-family mortgage loans. Based on the contract terms, the sale of those MSRs did not immediately qualify for sale accounting treatment under U.S. GAAP. The Company reported an MSRs asset (i.e., MSRs collateral for financing liability, at fair value) and MSRs liability (i.e., MSRs financing liability, at fair value) on the Condensed Consolidated Balance Sheets using a methodology consistent with the Company's method for valuing MSRs until certain contractual provisions lapsed, which occurred during the second quarter of 2021. In the nine months ended September 30, 2021 and 2020, the Company also sold MSRs relating to certain mortgage loans, with a fair value of $666,374 and $326,653, respectively, which qualified for sale accounting treatment under U.S. GAAP.

The following is a summary of the weighted average discount rate and prepayment speed assumptions used to determine the fair value of MSRs as well as the expected life of the loans in the servicing portfolio:


	September 30, 2021		December 31, 2020
Discount rate	9.5	%	9.9	%
Prepayment speeds	9.8	%	15.8	%
Life (in years)	6.80		5.05

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

The key assumptions used to estimate the fair value of MSRs are prepayment speeds and the discount rate. Increases in prepayment speeds generally have an adverse effect on the value of MSRs as the underlying loans prepay faster. In a declining interest rate environment, the fair value of MSRs generally decreases as prepayments increase and therefore, the estimated life of the MSRs and related cash flows decrease. Decreases in prepayment speeds generally have a positive effect on the value of MSRs as the underlying loans prepay less frequently. In a rising interest rate environment, the fair value of MSRs generally increases as prepayments decrease and therefore, the estimated life of the MSRs and related cash flows increase. Increases in the discount rate result in a lower MSRs value and decreases in the discount rate result in a higher MSRs value. MSRs uncertainties are hypothetical and do not always have a direct correlation with each assumption. Changes in one assumption may result in changes to another assumption, which might magnify or counteract the uncertainties.

The following table stresses the discount rate and prepayment speeds at two different data points:


	Discount Rate				Prepayment Speeds
	100 BPS Adverse Change		200 BPS Adverse Change		10% Adverse Change		20% Adverse Change
September 30, 2021
Mortgage servicing rights	$	(201,591)	$	(375,589)	$	(187,901)	$	(358,121)
December 31, 2020
Mortgage servicing rights	$	(115,130)	$	(212,119)	$	(147,420)	$	(279,691)

4. Mortgage Loans Held for Sale

The Company sells substantially all of its originated mortgage loans into the secondary market. The Company may retain the right to service some of these loans upon sale through ownership of servicing rights. A reconciliation of the changes in mortgage loans held for sale to the amounts presented on the Condensed Consolidated Statements of Cash Flows is below:


	Nine Months Ended September 30,
	2021		2020
Balance at the beginning of period	$	22,865,106	$	13,275,735
Disbursements of mortgage loans held for sale	275,516,411		209,540,623
Proceeds from sales of mortgage loans held for sale (1)	(281,117,441)		(208,122,820)
Gain on sale of mortgage loans excluding fair value of other financial instruments, net (2)	5,987,860		6,983,862

Balance at the end of period	$	23,251,936	$	21,677,400

(1) The proceeds from sales of loans held for sale on the Condensed Consolidated Statements of Cash Flows includes amounts related to the sale of consumer loans.

(2) The Gain on sale of loans excluding fair value of MSRs, net on the Condensed Consolidated Statements of Cash Flows includes amounts related to the sale of consumer loans, interest rate lock commitments, forward commitments, and provisions for investor reserves.

Credit Risk

The Company is subject to credit risk associated with mortgage loans that it purchases and originates during the period of time prior to the sale of these loans. The Company considers credit risk and losses associated with these loans to be insignificant as it holds the loans for a short period of time, which for the nine months ended September 30, 2021 is, on average, approximately 18 days from the date of borrowing, and the market for these loans continues to be highly liquid. The Company is also subject to credit risk associated with mortgage loans it has repurchased as a result of breaches of representations and warranties during the period of time between repurchase and resale.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

5. Borrowings

The Company maintains various funding facilities and other non-funding debt as shown in the tables below. Interest rates typically have two main components – a base rate most commonly LIBOR or SOFR, which is sometimes subject to a minimum floor plus a spread. Some facilities have a commitment fee, which can range from 0.0% to 0.5% per year. The commitment fee charged by lenders is calculated based on the committed line amount multiplied by a negotiated rate. The Company is required to maintain certain covenants, including minimum tangible net worth, minimum liquidity, maximum total debt or liabilities to net worth ratio, pretax net income requirements, and other customary debt covenants, as defined in the agreements. The Company was in compliance with all covenants as of September 30, 2021.

The amount owed and outstanding on the Company’s loan funding facilities fluctuates greatly based on its origination volume, the amount of time it takes the Company to sell the loans it originates, and the Company’s ability to use its cash to self-fund loans. In addition to self-funding, the Company may from time to time use surplus cash to “buy-down” the effective interest rate of certain loan funding facilities or to self-fund a portion of our loan originations. As of September 30, 2021, $3,399,503 of the Company’s cash was used to buy-down our funding facilities and self-fund, $500,732 of which are buy-down funds that are included in Cash and cash equivalents on the Condensed Consolidated Balance Sheets and an estimated $2,898,771 of which is discretionary self-funding that reduces Cash and cash equivalents on the Condensed Consolidated Balance Sheets. The Company has the right to withdraw the $500,732 at any time, unless a margin call has been made or a default has occurred under the relevant facilities. The Company has an estimated $2,898,771 of discretionary self-funded loans, of which a portion can be transferred to a warehouse line or the early buy out line, provided that such loans meet the eligibility criteria to be placed on such lines. The remaining portion will be funded in normal course over a short period of time, generally less than one month. A large unanticipated margin call could also have a material adverse effect on the Company’s liquidity.

The terms of the Senior Notes restrict our ability and the ability of our subsidiary guarantors among other things to: (1) incur additional debt or issue preferred stock; (2) pay dividends or make distributions in respect of capital stock; (3) purchase or redeem capital stock; (4) make investments or other restricted payments; (5) sell assets; (6) enter into transactions with affiliates; (7) effect a consolidation or merger, taken as a whole; (8) designate our subsidiaries as unrestricted subsidiaries, unless certain conditions are met, as defined in the agreements; (9) merge, consolidate or sell, transfer or lease assets, and; (10) create liens on assets. Items (1) through (9) apply to the 2028 Senior Notes. Items (9) and (10) apply to the 2029 and 2031 Senior Notes, which have investment grade covenants. Subsequent to September 30, 2021, the Company amended certain provisions of the 2028 Senior Notes Indenture with the consent of the holders of the 2028 Senior Notes following a previously announced Tender Offer and Consent Solicitation. The Company eliminated substantially all of the restrictive covenants related to the 2028 Senior Notes Indenture.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

Funding Facilities


Facility Type	Collateral	Maturity	Line Amount		Committed Line Amount		Outstanding Balance September 30, 2021		Outstanding Balance December 31, 2020
MRA funding:
1) Master Repurchase Agreement (1)(7)	Mortgage loans held for sale (6)	10/22/2021	$	2,000,000	$	100,000	$	1,499,791	$	999,752
2) Master Repurchase Agreement (7)	Mortgage loans held for sale (6)	12/2/2021	1,500,000		500,000		1,456,449		1,320,484
3) Master Repurchase Agreement (7)	Mortgage loans held for sale (6)	4/21/2023	2,750,000		1,000,000		1,331,022		2,407,156
4) Master Repurchase Agreement (2)(7)	Mortgage loans held for sale (6)	7/26/2022	1,700,000		1,400,000		1,647,400		1,953,949
5) Master Repurchase Agreement (7)	Mortgage loans held for sale (6)	4/20/2023	3,000,000		500,000		2,413,175		2,004,707
6) Master Repurchase Agreement (7)	Mortgage loans held for sale (6)	9/22/2023	2,000,000		500,000		496,864		1,780,902
7) Master Repurchase Agreement (7)	Mortgage loans held for sale (6)	9/15/2023	1,200,000		500,000		477,108		1,343,130
8) Master Repurchase Agreement (7)	Mortgage loans held for sale (6)	6/10/2022	500,000		—		348,655		219,786
9) Master Repurchase Agreement (7)	Mortgage loans held for sale (6)	9/22/2023	1,500,000		500,000		506,022		983,126
10) Master Repurchase Agreement (7)	Mortgage loans held for sale (6)	8/16/2023	750,000		100,000		690,565		480,544
11) Master Repurchase Agreement (3)(7)	Mortgage loans held for sale (6)	12/17/2021	1,000,000		500,000		501,660		765,432
			$	17,900,000	$	5,600,000	$	11,368,711	$	14,258,968
Early Funding:
12) Early Funding Facility (4)(7)	Mortgage loans held for sale (6)	(4)	$	4,000,000	$	—	$	3,891,608	$	2,514,193
13) Early Funding Facility (5)(7)	Mortgage loans held for sale (6)	(5)	3,000,000		—		1,362,712		969,412
			7,000,000		—		5,254,320		3,483,605
Total			$	24,900,000	$	5,600,000	$	16,623,031	$	17,742,573

(1) Subsequent to September 30, 2021, this facility was renewed and the maturity date was extended to October 20, 2023.

(2) This facility has a 12-month initial term, which can be extended for 3-months at each subsequent 3-month anniversary from the initial start date.

(3) Subsequent to September 30, 2021, this facility was amended to decrease the committed amount to $250,000.

(4) This facility is an evergreen agreement with no stated termination or expiration date. This agreement can be terminated by either party upon written notice.

(5) This facility has an overall line size of $3,000,000, which is reviewed every 90 days. This facility is an evergreen agreement with no stated termination or expiration date. This agreement can be terminated by either party upon written notice.

(6) The Company has multiple borrowing facilities in the form of asset sales under agreements to repurchase. These borrowing facilities are secured by mortgage loans held for sale at fair value as the first priority security interest.

(7) The interest rates charged by lenders on the funding facilities included the applicable base rate plus a spread ranging from 1.00% to 2.25% for the nine months ended September 30, 2021, and the applicable base rate plus a spread ranging from 0.40% to 2.30% for the year ended December 31, 2020.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

Other Financing Facilities


Facility Type	Collateral	Maturity	Line Amount		Committed Line Amount		Outstanding Balance September 30, 2021		Outstanding Balance December 31, 2020
Line of Credit Financing Facilities
1) Unsecured line of credit (1)	—	7/27/2025	$	2,000,000	$	—	$	—	$	—
2) Unsecured line of credit (1)	—	7/31/2025	100,000		—		—		—
3) Revolving credit facility (4)	—	8/10/2024	1,000,000		1,000,000		—		300,000
4) MSRs line of credit (2)(4)	MSRs	10/22/2021	200,000		—		—		—
5) MSRs line of credit (3)(4)	MSRs	(3)	200,000		200,000		75,000		75,000
			$	3,500,000	$	1,200,000	$	75,000	$	375,000
Early Buy out Financing Facility
6) Early buy out facility (4)	Loans/ Advances	3/13/2023	$	2,600,000	$	—	$	2,219,319	$	330,266

(1) Refer to Note 6, Transactions with Related Parties for additional details regarding this unsecured line of credit.

(2) Subsequent to September 30, 2021 this facility was renewed and the maturity date was extended to October 20, 2023.

(3) This MSRs facility can be drawn upon for corporate purposes and is collateralized by GSE MSRs within our servicing portfolio. This facility has a 5-year total commitment comprised of a 3-year revolving period that expires on April 30, 2022 followed by a 2-year amortization period that expires on April 30, 2024.

(4) The interest rates charged by lenders on the other funding facilities included the applicable base rate, plus a spread ranging from 1.45% to 4.00% for the nine months ended September 30, 2021, and the applicable base rate plus a spread ranging from 1.75% to 4.00% for the year ended December 31, 2020.

Unsecured Senior Notes


Facility Type	Maturity	Interest Rate		Outstanding Balance September 30, 2021			Outstanding Balance December 31, 2020

Unsecured Senior Notes (1)	1/15/2028	5.250	%	$	1,010,000		$	1,010,000
Unsecured Senior Notes (2)	3/1/2029	3.625	%	750,000			750,000
Unsecured Senior Notes (3)	3/1/2031	3.875	%	1,250,000			1,250,000

Total Senior Notes				$	3,010,000		$	3,010,000

Weighted Average Interest Rate				4.27		%	4.27		%

(1) The 2028 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs and discounts are presented net against the Senior Notes reducing the $1,010,000 carrying amount on the Condensed Consolidated Balance Sheets by $7,308 and $6,080 as of September 30, 2021, respectively, and $8,197 and $6,817, as of December 31, 2020, respectively. Subsequent to September 30, 2021, $948,015 of the outstanding principal of the 2028 Senior Notes was redeemed at a price above par plus accrued and unpaid interest for a total cash payment of $1,032,364.

(2) The 2029 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs and discounts are presented net against the Senior Notes reducing the $750,000 carrying amount on the Condensed Consolidated Balance Sheets by $7,301 and $8,053 as of September 30, 2021 and December 31, 2020, respectively.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

(3) The 2031 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs and discounts are presented net against the Senior Notes reducing the $1,250,000 carrying amount on the Condensed Consolidated Balance Sheets by $12,872 and $13,887 as of September 30, 2021 and December 31, 2020, respectively.

Subsequent to September 30, 2021, Rocket Mortgage closed a private offering of $1,150,000 aggregate principal amount of 2.875% Senior Notes due 2026 and $850,000 aggregate principal amount of 4.000% Senior Notes due 2033. The 2026 and 2033 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing.

Refer to Note 2, Fair Value Measurements for information pertaining to the fair value of the Company’s debt as of September 30, 2021 and December 31, 2020.

6. Transactions with Related Parties

The Company has entered into various transactions and agreements with RHI, its subsidiaries, certain other affiliates and related parties (collectively, “Related Parties”). These transactions include providing financing and services as well as obtaining financing and services from these Related Parties.

Financing Arrangements

On June 9, 2017, Rocket Mortgage and RHI entered into an unsecured line of credit, as further amended and restated on September 16, 2021 (“RHI Line of Credit”), pursuant to which Rocket Mortgage has a borrowing capacity of $2,000,000. The RHI Line of Credit matures on July 27, 2025. Borrowings under the line of credit bear interest at a rate per annum of one month LIBOR plus 1.25%. The line of credit is uncommitted and RHI has sole discretion over advances. The RHI Line of Credit also contains negative covenants which restrict the ability of the Company to incur debt and create liens on certain assets. It also requires Rocket Mortgage to maintain a quarterly consolidated net income before taxes if adjusted tangible net worth meets certain requirements. As of September 30, 2021 and December 31, 2020, there were no outstanding principal amounts due to RHI pursuant to the RHI Line of Credit. As of September 30, 2021 and December 31, 2020, there was outstanding interest due to RHI pursuant to the RHI Line of Credit of $250 and zero, respectively.

RHI and ATI are parties to a surplus debenture, effective as of December 28, 2015, and as further amended and restated on December 31, 2019 (the “RHI/ATI Debenture”), pursuant to which ATI is indebted to RHI for an aggregate principal amount of $21,500. The RHI/ATI Debenture matures on December 31, 2030. Interest under the RHI/ATI Debenture accrues at an annual rate of 8%. Principal and interest under the RHI/ATI Debenture are due and payable quarterly, in each case subject to ATI achieving a certain amount of surplus and payments of all interest before principal payments begin. Any unpaid amounts of principal and interest shall be due and payable upon the maturity of the RHI/ATI Debenture.

On July 31, 2020, Holdings and RHI entered into an agreement for an uncommitted, unsecured revolving line of credit ("RHI 2nd Line of Credit’’), which will provide for financing from RHI to the Company of up to $100,000. The RHI 2nd Line of Credit matures on July 31, 2025. Borrowings under the line of credit will bear interest at a rate per annum of one month LIBOR plus 1.25%. The negative covenants of the line of credit restrict the ability of the Company to incur debt and create liens on certain assets. The line of credit also contains customary events of default. As of September 30, 2021 and December 31, 2020 there were no amounts outstanding pursuant to the RHI 2nd line of credit.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

The amounts receivable from and payable to Related Parties consisted of the following as of:


	September 30, 2021				December 31, 2020
	Principal		Interest Rate		Principal		Interest Rate
Included in Notes receivable and due from affiliates on the Condensed Consolidated Balance Sheets
Affiliated receivables and other notes	$	9,671	—	%	$	22,172	—	%
Notes receivable and due from affiliates	$	9,671			$	22,172

Included in Notes payable and due to affiliates on the Condensed Consolidated Balance Sheets
RHI/ATI Debenture	$	21,500	8.00	%	$	21,500	8.00	%
Affiliated payables	8,392		—	%	52,396		—	%
Notes payable and due to affiliates	$	29,892			$	73,896

Services, Products and Other Transactions

We have entered into transactions and agreements to provide certain services to RHI, its subsidiaries and certain other affiliates of our majority shareholder. We recognized revenue of $3,494 and $4,067 for the three months ended September 30, 2021 and 2020, respectively and $10,592 and $9,761 for the nine months ended September 30, 2021 and 2020 respectively, for the performance of these services, which was included in Other income. We have also entered into transactions and agreements to purchase certain services, products and other transactions from certain subsidiaries of RHI and affiliates of our majority shareholder. We incurred expenses of $48,861 and $64,330 for the three months ended September 30, 2021 and 2020, respectively and $121,599 and $164,260 for the nine months ended September 30, 2021 and 2020 respectively, for these products, services and other transactions, which are included in General and administrative expenses.

The Company has also entered into a Tax Receivable Agreement with RHI and Dan Gilbert, our founder and Chairman (our "Chairman") as described further in Note 8, Income Taxes. The Company has also guaranteed the debt of a related party as described further in Note 10, Commitments, Contingencies, and Guarantees.

Promotional Sponsorships

The Company incurred marketing and advertising costs related to the Rocket Mortgage Field House Naming Rights Contract and other promotional sponsorships, which are related parties. The company incurred expenses of $2,180 and $2,373 for the three months ended September 30, 2021 and 2020, respectively and $6,850 and $7,018 for the nine months ended September 30, 2021 and 2020, respectively, related to these arrangements.

Lease Transactions with Related Parties

The Company is a party to lease agreements for certain offices, including our headquarters in Detroit, with various affiliates of Bedrock Management Services LLC (“Bedrock”), a related party, and other related parties of the Company. The Company incurred expenses of $16,189 and $18,069 for the three months ended September 30, 2021 and 2020, respectively and $51,001 and $52,221 for the nine months ended September 30, 2021 and 2020, respectively, related to these arrangements.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

7. Other Assets

Other assets consist of the following:


	September 30, 2021		December 31, 2020
Mortgage production related receivables	$	353,722	$	307,282
Disbursement funds advanced	209,014		80,877
Prepaid expenses	129,895		98,529
Non-production-related receivables	101,617		76,595
Goodwill and other intangible assets	44,151		47,230
Ginnie Mae buyouts	25,490		40,681
Other real estate owned	564		1,131
Margin call receivable from counterparty	—		247,604
Other	77,390		41,548
Total other assets	$	941,843	$	941,477

8. Income Taxes

The Company has income tax expense of $32,830 and $61,683 on Income before income taxes of $1,425,689 and $3,057,066 for the three months ended September 30, 2021 and 2020, respectively. The Company has income tax expense of $122,709 and $84,363 on Income before income taxes of $5,329,556 and $6,642,875 for the nine months ended September 30, 2021 and 2020, respectively.

The Company’s income tax expense varies from the expense that would be expected based on statutory rates due principally to its organizational structure. Prior to the IPO in 2020, the Company was owned by RHI which has elected S corporation status. When owned by RHI, Rocket Mortgage, Amrock and several other wholly owned corporations had elected to be treated as qualified subchapter S subsidiaries. The shareholders of RHI, as shareholders of an S corporation, are responsible for the federal income tax liabilities. A provision for state income taxes is required for certain jurisdictions that tax S corporations and their qualified Subchapter S subsidiaries and for states where the Company is taxed as a C Corporation.

During 2020, in a series of transactions occurring along with the IPO, subsidiaries of the Company were contributed to Holdings by RHI. Several of these subsidiaries, such as Rocket Mortgage, Amrock and other subsidiaries, are no longer qualified Subchapter S corporations and are single member LLC entities owned by Holdings. As single member LLCs of Holdings, all taxable income or loss generated by these subsidiaries will pass through and be included in the income or loss of Holdings. Other contributed subsidiaries of Holdings, such as Amrock Title Insurance Co., LMB Mortgage Services and others, are treated as C Corporations and will separately file and pay taxes apart from Holdings in various jurisdictions including U.S. federal, state, local and Canada.

As part of the IPO, Rocket Companies acquired a portion of the units of Holdings, which is treated as a partnership for U.S. federal tax purposes and in most applicable jurisdictions for state and local income tax purposes. The remaining portion of Holdings is owned by RHI and our Chairman ("LLC Members"). As a partnership, Holdings is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Holdings after Rocket Companies acquisition of its portion of Holdings is passed through and included in the taxable income or loss of its members, including Rocket Companies, in accordance with the terms of the operating agreement of Holdings (the "Holdings Operating Agreement"). Rocket Companies is a C Corporation and is subject to U.S. federal, state, and local income taxes with respect to its allocable share of any taxable income of Holdings.

Tax Receivable Agreement

The Company expects to obtain an increase in its share of the tax basis in the net assets of Holdings when Holdings Units are redeemed from or exchanged by the LLC Members. The Company intends to treat any redemptions and exchanges of Holdings Units as direct purchases of Holdings Units for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that the Company would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

In connection with the IPO, the Company entered into the Tax Receivable Agreement with the LLC Members. The Tax Receivable Agreement provides for the payment by Rocket Companies of 90% of the amount of any cash tax benefits that Rocket Companies actually realizes, or in some cases is deemed to realize, as a result of (i) certain increases in Rocket Companies allocable share of the tax basis in Holdings’ assets resulting from (a) the purchases of Holdings Units (along with the corresponding shares of our Class D common stock or Class C common stock) from the LLC Members (or their transferees of Holdings Units or other assignees) using the net proceeds from our initial public offering or in any future offering, (b) exchanges by the LLC Members (or their transferees of Holdings Units or other assignees) of Holdings Units (along with the corresponding shares of our Class D common stock or Class C common stock) for cash or shares of our Class B common stock or Class A common stock, as applicable, or (c) payments under the Tax Receivable Agreement; (ii) tax benefits related to imputed interest deemed arising as a result of payments made under the Tax Receivable Agreement and (iii) disproportionate allocations (if any) of tax benefits to Holdings as a result of section 704(c) of the Code that relate to the reorganization transactions. The Company expects to benefit from the remaining 10% of any cash savings, if any, that it realizes.

Effective on March 31, 2021, the Company and RHI exchanged 20,200,000 shares of Class A common stock for the equivalent number of Paired Interests (in this instance, Holdings Units together with a corresponding number of shares of Class D common stock) which resulted in an increase in the tax basis of assets of Holdings and would be subject to the provisions of the Tax Receivable Agreement. The Company recorded an increase in its deferred tax asset on investment in partnership of $123,587, an increase in the valuation allowance of $3,146, and an increase in the Tax receivable agreement liability of $119,456 with the net offsetting amount of $985 recorded to Additional Paid-in Capital in the Change in controlling interest of investment, net in the Condensed Consolidated Statements of Changes in Equity.

During the year ended December 31, 2020, the Company acquired an aggregate of 115,000,000 Holdings Units valued at $2,070,000 in connection with the exchange of those Holdings Units by the LLC Members, which resulted in an increase in the tax basis of the assets of Holdings and would be subject to the provisions of the Tax Receivable Agreement.

The amounts payable under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of Rocket Companies in the future. Any such changes in these factors or changes in the Company’s determination of the need for a valuation allowance related to the tax benefits acquired under the Tax Receivable Agreement could adjust the Tax receivable agreement liability recognized and recorded within earnings in future periods.

Tax Distributions

The holders of Holdings’ Units, including Rocket Companies Inc., incur U.S. federal, state and local income taxes on their share of any taxable income of Holdings. The Holdings Operating Agreement provides for pro rata cash distributions (“tax distributions”) to the holders of the Holdings Units in an amount generally calculated to provide each holder of Holdings Units with sufficient cash to cover its tax liability in respect of the Holdings Units. In general, these tax distributions are computed based on Holdings’ estimated taxable income, multiplied by an assumed tax rate as set forth in the Holdings Operating Agreement.

For the three and nine months ended September 30, 2021, Holdings paid tax distributions totaling $395,057 and $1,801,756, respectively, to holders of Holdings Units other than Rocket Companies. For the three and nine months ended September 30, 2020, Holdings paid tax distributions totaling $5,670, to holders of Holdings Units other than Rocket Companies.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

9. Derivative Financial Instruments

The Company enters into interest rate lock commitments ("IRLCs"), forward commitments to sell mortgage loans and forward commitments to purchase loans, which are considered derivative financial instruments. These items are accounted for as free-standing derivatives and are included in the Condensed Consolidated Balance Sheets at fair value. The Company treats all of its derivative instruments as economic hedges; therefore, none of its derivative instruments qualify for designation as accounting hedges. Changes in the fair value of the IRLCs and forward commitments to sell mortgage loans are recorded in current period earnings and are included in Gain on sale of loans, net in the Condensed Consolidated Statements of Income and Comprehensive Income. Forward commitments to purchase mortgage loans are recognized in current period earnings and are included in Gain on sale of loans, net in the Condensed Consolidated Statements of Income and Comprehensive Income.

The Company enters into IRLCs to fund residential mortgage loans with its potential borrowers. These commitments are binding agreements to lend funds to these potential borrowers at specified interest rates within specified periods of time.

The fair value of IRLCs is derived from the fair value of similar mortgage loans or bonds, which is based on observable market data. Changes to the fair value of IRLCs are recognized based on changes in interest rates, changes in the probability that the commitment will be exercised, and the passage of time. The expected net future cash flows related to the associated servicing of the loan are included in the fair value measurement of rate locks.

IRLCs and uncommitted mortgage loans held for sale expose the Company to the risk that the value of the mortgage loans held and mortgage loans underlying the commitments may decline due to increases in mortgage interest rates during the life of the commitments. To protect against this risk, the Company uses forward loan sale commitments to economically hedge the risk of potential changes in the value of the loans. These derivative instruments are recorded at fair value. The Company expects that the changes in fair value of these derivative financial instruments will either fully or partially offset the changes in fair value of the IRLCs and uncommitted mortgage loans held for sale. The changes in the fair value of these derivatives are recorded in Gain on sale of loans, net.

MSRs assets (including the MSRs value associated with outstanding IRLCs) that the Company plans to sell expose the Company to the risk that the value of the MSRs asset may decline due to decreases in mortgage interest rates prior to the sale of these assets. To protect against this risk, the Company uses forward loan purchase commitments to economically hedge the risk of potential changes in the value of MSRs assets that have been identified for sale. These derivative instruments are recorded at fair value. The Company expects that the changes in fair value of these derivative financial instruments will either fully or partially offset the changes in fair value of the MSRs assets the Company intends to sell. The changes in fair value of these derivatives are recorded in the Change in fair value of MSRs.

Forward commitments include To-Be-Announced ("TBA") mortgage-backed securities that have been aggregated at the counterparty level for presentation and disclosure purposes. Counterparty agreements contain a legal right to offset amounts due to and from the same counterparty under legally enforceable master netting agreements to settle with the same counterparty, on a net basis, as well as the right to obtain cash collateral. Forward commitments also include commitments to sell loans to counterparties and to purchase loans from counterparties at determined prices.

The Company uses forward commitments in hedging the interest rate risk exposure on its fixed and adjustable rate commitments. Utilization of forward commitments involves some degree of basis risk. Basis risk is defined as the risk that the hedged instrument’s price does not move in parallel with the increase or decrease in the market price of the hedged financial instrument. The Company calculates an expected hedge ratio to mitigate a portion of this risk. The Company’s derivative instruments are not designated as accounting hedging instruments, and therefore, changes in fair value are recorded in current period earnings. Hedging gains and losses are included in Gain on sale of loans, net in the Condensed Consolidated Statements of Income and Comprehensive Income.

Net hedging gains and losses were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Hedging gains (losses) (1)	$	652,337	$	(776,086)	$	2,020,328	$	(2,283,874)

(1) Includes the change in fair value related to derivatives economically hedging MSRs identified for sale.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

Refer to Note 2, Fair Value Measurements, for additional information on the fair value of derivative financial instruments.

Notional and Fair Value

The notional and fair values of derivative financial instruments not designated as hedging instruments were as follows:


	Notional Value		Derivative Asset		Derivative Liability
Balance at September 30, 2021:
IRLCs, net of loan funding probability (1)	$	30,537,502	$	794,258	$	—
Forward commitments (2)	$	45,033,900	$	253,200	$	35,795

Balance at December 31, 2020:
IRLCs, net of loan funding probability (1)	$	40,560,544	$	1,897,194	$	—
Forward commitments (2)	$	59,041,900	$	20,584	$	506,071

(1) IRLCs are also discussed in Note 10, Commitments, Contingencies, and Guarantees.

(2) Includes the fair value and net notional value related to derivatives economically hedging MSRs identified for sale.

Counterparty agreements for forward commitments contain master netting agreements. The table below presents the gross amounts of recognized assets and liabilities subject to master netting agreements. The Company had zero and $247,604 of cash pledged to counterparties related to these forward commitments at September 30, 2021 and December 31, 2020, respectively, classified in Other assets in the Condensed Consolidated Balance Sheets. As of September 30, 2021 and December 31, 2020, the Company had $266,603 and zero, respectively, of cash pledged from counterparties related to these forward commitments. Margins received by the Company are classified in Other liabilities in the Condensed Consolidated Balance Sheets.


	Gross Amount of Recognized Assets or Liabilities		Gross Amounts Offset in the Condensed Consolidated Balance Sheets		Net Amounts Presented in the Condensed Consolidated Balance Sheets
Offsetting of Derivative Assets
Balance at September 30, 2021:
Forward commitments	$	404,896	$	(151,696)	$	253,200
Balance at December 31, 2020:
Forward commitments	$	35,746	$	(15,162)	$	20,584

Offsetting of Derivative Liabilities
Balance at September 30, 2021:
Forward commitments	$	(64,225)	$	28,430	$	(35,795)
Balance at December 31, 2020:
Forward commitments	$	(715,671)	$	209,600	$	(506,071)

Counterparty Credit Risk

Credit risk is defined as the possibility that a loss may occur from the failure of another party to perform in accordance with the terms of the contract, which exceeds the value of existing collateral, if any. The Company attempts to limit its credit risk by dealing with creditworthy counterparties and obtaining collateral where appropriate.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

The Company is exposed to credit loss in the event of contractual nonperformance by its trading counterparties and counterparties to its various over-the-counter derivative financial instruments noted in the above Notional and Fair Value discussion. The Company manages this credit risk by selecting only counterparties that it believes to be financially strong, spreading the credit risk among many such counterparties, placing contractual limits on the amount of unsecured credit extended to any single counterparty, and entering into netting agreements with the counterparties as appropriate.

Certain counterparties have master netting agreements. The master netting agreements contain a legal right to offset amounts due to and from the same counterparty. Derivative assets in the Condensed Consolidated Balance Sheets represent derivative contracts in a gain position, net of loss positions with the same counterparty and, therefore, also represent the Company’s maximum counterparty credit risk. The Company incurred no credit losses due to nonperformance of any of its counterparties during the three and nine months ended September 30, 2021 and 2020.

10. Commitments, Contingencies, and Guarantees

Interest Rate Lock Commitments

IRLCs are agreements to lend to a client as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Company evaluates each client’s creditworthiness on a case-by-case basis.

The number of days from the date of the IRLC to expiration of fixed and variable rate lock commitments outstanding at September 30, 2021 and December 31, 2020 was approximately 43 days on average.

The UPB of IRLCs was as follows:


	September 30, 2021				December 31, 2020
	Fixed Rate		Variable Rate		Fixed Rate		Variable Rate
IRLCs	$	37,296,375	$	1,919,846	$	53,736,717	$	1,065,936

Commitments to Sell Mortgage Loans

In the ordinary course of business, the Company enters into contracts to sell existing mortgage loans held for sale into the secondary market at specified future dates. The amount of commitments to sell existing loans at September 30, 2021 and December 31, 2020 was $5,717,997 and $3,139,816, respectively.

Commitments to Sell Loans with Servicing Released

In the ordinary course of business, the Company enters into contracts to sell the MSRs of certain newly originated loans on a servicing released basis. In the event that a forward commitment is not filled and there has been an unfavorable market shift from the date of commitment to the date of settlement, the Company is contractually obligated to pay a pair-off fee on the undelivered balance. There were $734,370 and $280,502 in UPB of loans committed to be sold servicing released at September 30, 2021 and December 31, 2020, respectively.

Investor Reserves

The following presents the activity in the investor reserves:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Balance at beginning of period	$	74,202	$	63,012	$	87,191	$	54,387
Provision for (benefit from) investor reserves	6,327		(3,665)		(7,642)		5,698
Premium recapture and indemnification losses paid	(208)		(2,329)		772		(3,067)
Balance at end of period	$	80,321	$	57,018	$	80,321	$	57,018

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

The maximum exposure under the Company’s representations and warranties would be the outstanding principal balance and any premium received on all loans ever sold by the Company, less (i) loans that have already been paid in full by the mortgagee, (ii) loans that have defaulted without a breach of representations and warranties, (iii) loans that have been indemnified via settlement or make-whole, or (iv) loans that have been repurchased. Additionally, the Company may receive relief of certain representation and warranty obligations on loans sold to Fannie Mae or Freddie Mac on or after January 1, 2013 if Fannie Mae or Freddie Mac satisfactorily concludes a quality control loan file review or if the borrower meets certain acceptable payment history requirements within 12 or 36 months after the loan is sold to Fannie Mae or Freddie Mac.

Property Taxes, Insurance, and Principal and Interest Payable

As a service to its clients, the Company administers escrow deposits representing undisbursed amounts received for payment of property taxes, insurance and principal, and interest on mortgage loans held for sale. Cash held by the Company for property taxes and insurance was $5,247,722 and $3,551,400, and for principal and interest was $9,915,371 and $13,065,549 at September 30, 2021 and December 31, 2020, respectively. These amounts are not considered assets of the Company and, therefore, are excluded from the Condensed Consolidated Balance Sheets. The Company remains contingently liable for the disposition of these deposits.

Guarantees

As of September 30, 2021 and December 31, 2020, the Company guaranteed the debt of a related party consisting of three separate guarantees totaling $5,356 and $15,000, respectively. As of September 30, 2021 and December 31, 2020, the Company did not record a liability on the Condensed Consolidated Balance Sheets for these guarantees because it was not probable that the Company would be required to make payments under these guarantees.

Trademark License

The Company has a perpetual trademark license agreement with a third-party entity. This agreement requires annual payments by the Company based upon the income from the sale of loans generated under the Quicken Loans brand. Total licensing fees incurred and paid were zero and $1,875 for the three months ended September 30, 2021 and 2020 respectively, and $625 and $3,750 for the nine months ended September 30, 2021 and 2020, respectively, which is classified in Other expenses in the Condensed Consolidated Statements of Income and Comprehensive Income. The Company has entered into an agreement with Intuit that, among other things, gives the Company full ownership of the “Quicken Loans” brand in 2022 in exchange for certain agreements, subject to the satisfaction of certain conditions. We have fulfilled our payment obligations pertaining to the licensing agreement with Intuit in 2021 and no further expenses are expected.

Tax Receivable Agreement

As indicated in Note 8, Income Taxes, the Company is party to a Tax Receivable Agreement.

Legal

Rocket Companies' subsidiaries, among other things, engage in mortgage lending, title and settlement services, and other financial technology services. Rocket Companies and its subsidiaries operate in highly regulated industries and are routinely subject to various legal and administrative proceedings concerning matters that arise in the normal and ordinary course of business, including inquiries, complaints, subpoenas, audits, examinations, investigations and potential enforcement actions from regulatory agencies and state attorney generals; state and federal lawsuits and putative class actions; and other litigation. Periodically, we assess our potential liabilities and contingencies in connection with outstanding legal and administrative proceedings utilizing the latest information available. While it is not possible to predict the outcome of any of these matters, based on our assessment of the facts and circumstances, we do not believe any of these matters, individually or in the aggregate, will have a material adverse effect on our financial position, results of operations or cash flows. However, actual outcomes may differ from those expected and could have a material effect on our financial position, results of operations, or cash flows in a future period. Rocket Companies accrues for losses when they are probable to occur and such losses are reasonably estimable. Legal costs are expensed as they are incurred.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

As of September 30, 2021 and December 31, 2020, we recorded reserves related to potential damages in connection with any legal proceedings of $15,000 and zero, respectively. The ultimate outcome of these or other actions or proceedings, including any monetary awards against us, is uncertain and there can be no assurance as to the amount of any such potential awards. Rocket Companies will incur defense costs and other expenses in connection with the lawsuits. Plus, if a judgment for money that exceeds specified thresholds is rendered against us and we fail to timely pay, discharge, bond or obtain a stay of execution of such judgment, it is possible that we could be deemed in default of loan funding facilities and other agreements governing indebtedness. If the final resolution of any such litigation is unfavorable in one or more of these actions, it could have a material adverse effect on our business, liquidity, financial condition, cash flows and results of operations.

11. Minimum Net Worth Requirements

Certain secondary market investors and state regulators require the Company to maintain minimum net worth and capital requirements. To the extent that these requirements are not met, secondary market investors and/or the state regulators may utilize a range of remedies including sanctions, and/or suspension or termination of selling and servicing agreements, which may prohibit the Company from originating, securitizing or servicing these specific types of mortgage loans.

Rocket Mortgage is subject to the following minimum net worth, minimum capital ratio and minimum liquidity requirements established by the Federal Housing Finance Agency (“FHFA”) for Fannie Mae and Freddie Mac Seller/Servicers, and Ginnie Mae for single family issuers. Furthermore, refer to Note 5, Borrowings for additional information regarding compliance with all covenant requirements.

Minimum Net Worth

The minimum net worth requirement for Fannie Mae and Freddie Mac is defined as follows:

• Base of $2,500 plus 25 basis points of outstanding UPB for total loans serviced.

• Adjusted/Tangible Net Worth is defined as total equity less goodwill, intangible assets, affiliate receivables and certain pledged assets.

The minimum net worth requirement for Ginnie Mae is defined as follows:

• Base of $2,500 plus 35 basis points of the Ginnie Mae total single-family effective outstanding obligations.

• Adjusted/Tangible Net Worth is defined as total equity less goodwill, intangible assets, affiliate receivables and certain pledged assets. Effective for fiscal year 2020, under the Ginnie Mae MBS Guide, the issuers will no longer be permitted to include deferred tax assets when computing the minimum net worth requirements.

Minimum Capital Ratio

• For Fannie Mae, Freddie Mac and Ginnie Mae, the Company is also required to hold a ratio of Adjusted/Tangible Net Worth to Total Assets greater than 6%.

Minimum Liquidity

The minimum liquidity requirement for Fannie Mae and Freddie Mac is defined as follows:

• 3.5 basis points of total Agency servicing.

• Incremental 200 basis points of total nonperforming Agency, measured as 90+ delinquencies, servicing in excess of 6% of the total Agency servicing UPB.

• Allowable assets for liquidity may include cash and cash equivalents (unrestricted) and available for sale or held for trading investment grade securities (e.g., Agency MBS, Obligations of GSEs, US Treasury Obligations).

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

The minimum liquidity requirement for Ginnie Mae is defined as follows:

• Maintain liquid assets equal to the greater of $1,000 or 10 basis points of our outstanding single-family MBS.

The most restrictive of the minimum net worth and capital requirements require the Company to maintain a minimum adjusted net worth balance of $2,063,446 and $2,175,968 as of September 30, 2021 and December 31, 2020, respectively. As of September 30, 2021 and December 31, 2020, the Company was in compliance with this requirement.

12. Segments

The Company’s Chief Executive Officer, who has been identified as its Chief Operating Decision Maker (“CODM”), has evaluated how the Company views and measures its performance. ASC 280, Segment Reporting establishes the standards for reporting information about segments in financial statements. In applying the criteria set forth in that guidance, the Company has determined that it has two reportable segments — Direct to Consumer and Partner Network. The key factors used to identify these reportable segments are the organization and alignment of the Company’s internal operations and the nature of its marketing channels, which drive client acquisition into the mortgage platform. This determination reflects how its CODM monitors performance, allocates capital and makes strategic and operational decisions. The Company’s segments are described as follows:

Direct to Consumer

In the Direct to Consumer segment, clients have the ability to interact with Rocket Mortgage online and/or with the Company’s mortgage bankers. The Company markets to potential clients in this segment through various brand campaigns and performance marketing channels. The Direct to Consumer segment derives revenue from originating, closing, selling and servicing predominantly agency-conforming loans, which are pooled and sold to the secondary market. The segment also includes title insurance, appraisals and settlement services complementing the Company’s end-to-end mortgage origination experience. Servicing activities are fully allocated to the Direct to Consumer segment and are viewed as an extension of the client experience. Servicing enables Rocket Mortgage to establish and maintain long term relationships with our clients, through multiple touchpoints at regular engagement intervals.

Revenues in the Direct to Consumer segment are generated primarily from the gain on sale of loans, which includes loan origination fees, revenues from sales of loans into the secondary market, as well as the fair value of originated MSRs and hedging gains and losses. Loan servicing (loss) income, net consists of the contractual fees earned for servicing loans and other ancillary servicing fees, as well as changes in the fair value of MSRs due to changes in valuation assumptions and realization of cash flows.

Partner Network

The Rocket Professional platform supports our Partner Network segment, where we leverage our superior client service and widely recognized brand to grow marketing and influencer relationships, and our mortgage broker partnerships through Rocket Pro TPO. Our marketing partnerships consist of well-known consumer-focused companies that find value in our award-winning client experience and want to offer their clients mortgage solutions with our trusted, widely recognized brand. These organizations connect their clients directly to us through marketing channels and a referral process. Our influencer partnerships are typically with companies that employ licensed mortgage professionals that find value in our client experience, technology and efficient mortgage process, where mortgages may not be their primary offering. We also enable clients to start the mortgage process through the Rocket platform in the way that works best for them, including through a local mortgage broker.

Revenues in the Partner Network segment are generated primarily from the gain on sale of loans, which includes loan origination fees, revenues from sales of loans into the secondary market, as well as the fair value of originated MSRs and hedging gains and losses.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

Other Information About Our Segments

The Company measures the performance of the segments primarily on a contribution margin basis. The accounting policies applied by our segments are the same as those described in Note 1, Business, Basis of Presentation and Accounting Policies and the decrease in MSRs due to valuation assumptions is consistent with the changes described in Note 3, Mortgage Servicing Rights. Directly attributable expenses include Salaries, commissions and team member benefits, General and administrative expenses and Other expenses, such as servicing costs and origination costs.

The Company does not allocate assets to its reportable segments as they are not included in the review performed by the CODM for purposes of assessing segment performance and allocating resources. The balance sheet is managed on a consolidated basis and is not used in the context of segment reporting.

The Company also reports an “All Other” category that includes operations from Rocket Homes, Rock Connections, Rocket Auto, Core Digital Media, Rocket Loans, and includes professional service fee revenues from related parties. These operations are neither significant individually nor in aggregate and therefore do not constitute a reportable segment.

Key operating data for our business segments for the three and nine months ended:


Three Months Ended September 30, 2021	Direct to Consumer		Partner Network		Segments Total		All Other		Total
Revenues
Gain on sale	$	2,241,633	$	402,649	$	2,644,282	$	9,931	$	2,654,213
Interest income	77,112		51,815		128,927		1,036		129,963
Interest expense on funding facilities	(43,528)		(29,248)		(72,776)		(2)		(72,778)
Servicing fee income	333,653		—		333,653		695		334,348
Changes in fair value of MSRs	(341,361)		—		(341,361)		—		(341,361)
Other income	234,381		31,301		265,682		144,663		410,345
Total U.S. GAAP Revenue, net	2,501,890		456,517		2,958,407		156,323		3,114,730
Plus: Decrease in MSRs due to valuation assumptions (net of hedges)	47,514		—		47,514		—		47,514
Adjusted revenue	2,549,404		456,517		3,005,921		156,323		3,162,244
Directly attributable expenses	927,897		176,246		1,104,143		67,892		1,172,035
Contribution margin	$	1,621,507	$	280,271	$	1,901,778	$	88,431	$	1,990,209


Nine Months Ended September 30, 2021	Direct to Consumer		Partner Network		Segments Total		All Other		Total
Revenues
Gain on sale	$	7,155,872	$	1,374,729	$	8,530,601	$	17,543	$	8,548,144
Interest income	188,269		121,097		309,366		2,487		311,853
Interest expense on funding facilities	(124,942)		(80,010)		(204,952)		(48)		(205,000)
Servicing fee income	967,993		—		967,993		2,065		970,058
Changes in fair value of MSRs	(556,201)		—		(556,201)		—		(556,201)
Other income	769,152		82,306		851,458		401,387		1,252,845
Total U.S. GAAP Revenue, net	8,400,143		1,498,122		9,898,265		423,434		10,321,699
Less: Increase in MSRs due to valuation assumptions (net of hedges)	(329,608)		—		(329,608)		—		(329,608)
Adjusted revenue	8,070,535		1,498,122		9,568,657		423,434		9,992,091
Directly attributable expenses	2,808,340		532,087		3,340,427		196,805		3,537,232
Contribution margin	$	5,262,195	$	966,035	$	6,228,230	$	226,629	$	6,454,859

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)


Three Months Ended September 30, 2020	Direct to Consumer		Partner Network		Segments Total		All Other		Total
Revenues
Gain on sale	$	3,128,695	$	1,151,071	$	4,279,766	$	676	$	4,280,442
Interest income	53,764		25,691		79,455		435		79,890
Interest expense on funding facilities	(46,936)		(22,428)		(69,364)		—		(69,364)
Servicing fee income	271,254		—		271,254		904		272,158
Changes in fair value of MSRs	(392,688)		—		(392,688)		—		(392,688)
Other income	237,855		47,858		285,713		160,044		445,757
Total U.S. GAAP Revenue, net	3,251,944		1,202,192		4,454,136		162,059		4,616,195
Plus: Decrease in MSRs due to valuation assumptions (net of hedges)	126,977		—		126,977		—		126,977
Adjusted revenue	3,378,921		1,202,192		4,581,113		162,059		4,743,172
Directly attributable expenses	930,227		141,214		1,071,441		113,464		1,184,905
Contribution margin	$	2,448,694	$	1,060,978	$	3,509,672	$	48,595	$	3,558,267


Nine Months Ended September 30, 2020	Direct to Consumer		Partner Network		Segments Total		All Other		Total
Revenues
Gain on sale	$	8,759,914	$	2,089,285	$	10,849,199	$	6,936	$	10,856,135
Interest income	152,087		77,638		229,725		2,246		231,971
Interest expense on funding facilities	(107,718)		(54,451)		(162,169)		(411)		(162,580)
Servicing fee income	776,117		—		776,117		2,976		779,093
Changes in fair value of MSRs	(1,985,545)		—		(1,985,545)		—		(1,985,545)
Other income	589,415		107,328		696,743		553,738		1,250,481
Total U.S. GAAP Revenue, net	8,184,270		2,219,800		10,404,070		565,485		10,969,555
Plus: Decrease in MSRs due to valuation assumptions (net of hedges)	1,193,442		—		1,193,442		—		1,193,442
Adjusted revenue	9,377,712		2,219,800		11,597,512		565,485		12,162,997
Directly attributable expenses	2,611,044		372,337		2,983,381		282,379		3,265,760
Contribution margin	$	6,766,668	$	1,847,463	$	8,614,131	$	283,106	$	8,897,237

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

The following table represents a reconciliation of segment contribution margin to consolidated U.S. GAAP income before taxes for the three and nine months ended:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Contribution margin, excluding change in MSRs due to valuation assumptions	$	1,990,209	$	3,558,267	$	6,454,859	$	8,897,237
(Decrease) increase in MSRs due to valuation assumptions (net of hedges)	(47,514)		(126,977)		329,608		(1,193,442)
Contribution margin, including change in MSRs due to valuation assumptions	1,942,695		3,431,290		6,784,467		7,703,795
Less expenses not allocated to segments:
Salaries, commissions and team member benefits	237,410		198,482		694,421		602,832
General and administrative expenses	224,597		122,137		595,283		310,711
Depreciation and amortization	19,577		15,329		55,470		47,633
Interest and amortization expense on non-funding debt	34,163		38,016		104,772		104,291
Other expenses	1,259		260		4,965		(4,547)
Income before income taxes	$	1,425,689	$	3,057,066	$	5,329,556	$	6,642,875

13. Variable Interest Entities

Rocket Companies, Inc. is the sole managing member of Holdings with 100% of the management and voting power in Holdings. In its capacity as managing member, Rocket Companies, Inc. has the sole authority to make decisions on behalf of Holdings and bind Holdings to signed agreements. Further, Holdings maintains separate capital accounts for its investors as a mechanism for tracking earnings and subsequent distribution rights. Accordingly, management concluded that Holdings is a limited partnership or similar legal entity as contemplated in ASC 810, Consolidation.

Furthermore, management concluded that Rocket Companies, Inc. is Holdings’ primary beneficiary. As the primary beneficiary, Rocket Companies, Inc. consolidates the results and operations of Holdings for financial reporting purposes under the variable interest consolidation model guidance in ASC 810.

Rocket Companies, Inc.'s relationship with Holdings results in no recourse to the general credit of Rocket Companies, Inc. Holdings and its consolidated subsidiaries represents Rocket Companies, Inc.'s sole investment. Rocket Companies, Inc. shares in the income and losses of Holdings in direct proportion to Rocket Companies, Inc.'s ownership percentage. Further, Rocket Companies, Inc. has no contractual requirement to provide financial support to Holdings.

Rocket Companies, Inc.’s financial position, performance and cash flows effectively represent those of Holdings and its subsidiaries as of and for the period ended September 30, 2021. Prior to the reorganization and IPO, Rocket Companies, Inc. was not impacted by Holdings.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

14. Non-controlling Interests

The non-controlling interest balance represents the economic interest in Holdings held by our Chairman and RHI. The following table summarizes the ownership of Holdings Units in Holdings as of September 30, 2021 and December 31, 2020:


	September 30, 2021			December 31, 2020
	Holdings Units	Ownership Percentage		Holdings Units	Ownership Percentage
Rocket Companies, Inc.'s ownership of Holdings Units	137,367,428	6.91	%	115,372,565	5.81	%
Holdings Units held by our Chairman	1,101,822	0.06	%	1,101,822	0.06	%
Holdings Units held by RHI	1,847,777,661	93.03	%	1,867,977,661	94.13	%
Balance at end of period	1,986,246,911	100.00	%	1,984,452,048	100.00	%

The non-controlling interest holders have the right to exchange Holdings Units, together with a corresponding number of shares of our Class D common stock or Class C common stock (together referred to as “Paired Interests”), for, at our option, (i) shares of our Class B common stock or Class A common stock or (ii) cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock). As such, future exchanges of Paired Interests by non-controlling interest holders will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest and increase or decrease additional paid-in-capital when Holdings has positive or negative net assets, respectively. As of September 30, 2021, our Chairman has not exchanged any Paired Interests. As of December 31, 2020, neither our Chairman or RHI had exchanged any Paired Interests.

15. Share-based Compensation

The Company grants various types of share-based awards, both equity and cash awards, to various team members and directors of the Company and its affiliates. Included in share-based compensation expense for the Company are RKT and RHI denominated awards. Share-based compensation expense is included in Salaries, commissions and team member benefits on the Condensed Consolidated Statements of Income and Comprehensive Income. In connection with the IPO, equity-based awards were issued under the Rocket Companies, Inc. 2020 Omnibus Incentive Plan including restricted stock units and stock options to purchase shares of our Class A common stock at an exercise price equal to the price to the public in the initial public offering. Share-based compensation expense is recognized on a straight-line basis over the requisite service period based on the fair value of the award on the date of grant.

Team Member Stock Purchase Plan

The Team Member Stock Purchase Plan ("TMSPP") was initiated in December 2020, with the first offering period beginning in January 2021. Under the TMSPP, the Company is authorized to issue up to 10,526,316 shares of its common stock to qualifying team members. Eligible team members may direct the Company, during each three-month option period, to withhold up to 15% of their gross pay, the proceeds from which are used to purchase shares of common stock at a price equal to 85% of the closing market price on the exercise date. Under ASC 718, the TMSPP is a liability classified compensatory plan and the Company recognizes compensation expense over the offering period based on the fair value of the purchase discount. There were 947,358 shares purchased by team members during the three months ended September 30, 2021 and 1,844,059 shares purchased for the nine months ended September 30, 2021 under the TMSPP.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

Share-based Compensation Expense

A summary of share-based compensation expense recognized during the three and nine months ended September 30, 2021 and September 30, 2020 related to RKT-denominated awards is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
RKT restricted stock units	$	26,615	$	18,590	$	81,179	$	18,590
RKT stock options	10,257		6,620		30,155		6,620
RKT Team Member Stock Purchase Plan	2,354		—		7,638		—
RKT denominated share-based compensation expense	$	39,226	$	25,210	$	118,972	$	25,210

A summary of share-based compensation expense recognized during the three and nine months ended September 30, 2021 and September 30, 2020 related to RHI-denominated awards is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
RHI restricted stock units	$	1,372	$	7,992	$	4,117	$	68,177
RHI stock options	—		—		—		32
RHI cash settled awards	—		—		—		26,421
RHI denominated share-based compensation expense	$	1,372	$	7,992	$	4,117	$	94,630

Including subsidiary share-based compensation plans, total share-based compensation expense for the three months ended September 30, 2021 and 2020, was $40,879 and $33,252, respectively and $123,900 and $119,986 for the nine months ended September 30, 2021 and 2020, respectively.

16. Earnings Per Share

The Company applies the two-class method for calculating and presenting earnings per share by separately presenting earnings per share for Class A common stock and Class B common stock. In applying the two-class method, the Company allocates undistributed earnings equally on a per share basis between Class A and Class B common stock. According to the Company’s certificate of incorporation, the holders of the Class A and Class B common stock are entitled to participate in earnings equally on a per-share basis, as if all shares of common stock were of a single class, and in dividends as may be declared by the board of directors. Holders of the Class A and Class B common stock also have equal priority in liquidation. Shares of Class C and Class D common stock do not participate in earnings of Rocket Companies, Inc. As a result, the shares of Class C and Class D common stock are not considered participating securities and are not included in the weighted-average shares outstanding for purposes of earnings per share. Restricted stock units awarded as part of the Company’s compensation program are included in the weighted-average Class A shares outstanding in the calculation of basic earnings per share ("EPS") once the units are fully vested.

Basic earnings per share of Class A common stock is computed by dividing Net income attributable to Rocket Companies by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing Net income attributable to Rocket Companies by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. There was no Class B common stock outstanding as of September 30, 2021. The basic and diluted earnings per share period for the three and nine months ended September 30, 2020, represents only the period from August 6, 2020 to September 30, 2020, which represents the period wherein the Company had outstanding Class A common stock. There was no Class B common stock outstanding as of September 30, 2020. See Note 14, Non-controlling Interests for a description of Paired Interests and their potential impact on Class A and Class B share ownership.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

The following table sets for the calculation of the basic and diluted earnings per share for the period:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net income	$	1,392,859	$	2,995,383	$	5,206,847	$	6,558,512
Net income attributable to non-controlling interest	(1,317,522)		(2,937,480)		(4,946,688)		(6,500,609)
Net income attributable to Rocket Companies	75,337		57,903		260,159		57,903
Add: Reallocation of Net income attributable to vested, undelivered stock awards	39		—		141		—
Net income attributable to common shareholders	$	75,376	$	57,903	$	260,300	$	57,903

Numerator:
Net income attributable to Class A common shareholders - basic	$	75,376	$	57,903	$	260,300	$	57,903
Add: Reallocation of net income attributable to dilutive impact of pro-forma conversion of Class D shares to Class A shares (1)	991,852		—		—		—
Add: Reallocation of net income attributable to dilutive impact of share-based compensation awards (2)	2,294		—		10,254		—
Net income attributable to Class A common shareholders - diluted	$	1,069,522	$	57,903	$	270,554	$	57,903
Denominator:
Weighted average shares of Class A common stock outstanding - basic	137,664,471		106,265,422		129,902,253		106,265,422
Add: Dilutive impact of conversion of Class D shares to Class A shares	1,848,879,483		—		—		—
Add: Dilutive impact of share-based compensation awards (3)	4,284,397		—		5,490,417		—
Weighted average shares of Class A common stock outstanding - diluted	1,990,828,351		106,265,422		135,392,670		106,265,422

Earnings per share of Class A common stock outstanding - basic	$	0.55	$	0.54	$	2.00	$	0.54
Earnings per share of Class A common stock outstanding - diluted	$	0.54	$	0.54	$	2.00	$	0.54

(1) Net income calculated using the estimated annual effective tax rate of Rocket Companies, Inc.

(2) Reallocation of net income attributable to dilutive impact of share-based compensation awards for the three months ended September 30, 2021 and 2020 comprised of $2,223 and zero related to restricted stock units, none related to stock options and $71 and zero related to TMSPP. Reallocation of net income attributable to dilutive impact of share-based compensation awards for the nine months ended September 30, 2021 and 2020 comprised of $10,027 and zero related to restricted stock units, none related to stock options and $227 and zero related to TMSPP.

Rocket Companies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

(In Thousands, Except Shares and Per Share Amounts)

(3) Dilutive impact of share-based compensation awards for the three months ended September 30, 2021 and 2020 comprised of 4,151,765 and zero related to restricted stock units, none related to stock options and 132,632 and zero related to TMSPP. Dilutive impact of share-based compensation awards for the nine months ended September 30, 2021 and 2020 comprised of 5,369,320 and zero related to restricted stock units, none related to stock options and 121,097 and zero related to TMSPP.

For the period from January 1, 2021 to September 30, 2021, 1,855,464,831 Holdings Units, each weighted for the portion of the period for which they were outstanding, together with a corresponding number of shares of our Class D common stock, were exchangeable, at our option, for shares of our Class A common stock. After evaluating the potential dilutive effect under the if-converted method, the outstanding Holdings Units for the assumed exchange of non-controlling interests were determined to be anti-dilutive and thus were excluded from the computation of diluted earnings per share.

For the period from August 6, 2020 to September 30, 2020, 1,878,058,054 Holdings Units, each weighted for the portion of the period for which they were outstanding, together with a corresponding number of shares of our Class D common stock, were exchangeable, at our option, for shares of our Class A common stock. After evaluating the potential dilutive effect under the if-converted method, the outstanding Holdings Units for the assumed exchange of noncontrolling interests were determined to be anti-dilutive and thus were excluded from the computation of diluted earnings per share.

For the period from August 6, 2020 to September 30, 2020, 16,601,433 RSUs, each weighted for the portion of the period for which they were outstanding, were excluded from the computation of diluted earnings per share as the effect was determined to be anti-dilutive.

For the period from August 6, 2020 to September 30, 2020, 26,235,912 stock options, each weighted for the portion of the period for which they were outstanding, were excluded from the computation of diluted earnings per share as the effect was determined to be anti-dilutive.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following management’s discussion and analysis of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by reference to, our unaudited condensed consolidated financial statements and the related notes and other information included elsewhere in this Quarterly Report on Form 10-Q (the “Form 10-Q”) and our audited consolidated financial statements included in our Annual Report on Form 10-K (the "Form 10-K") filed with the Securities and Exchange Commission (the “SEC”). This discussion and analysis contains forward-looking statements that involve risks and uncertainties which could cause our actual results to differ materially from those anticipated in these forward-looking statements, including, but not limited to, risks and uncertainties discussed under the heading “Special Note Regarding Forward-Looking Statements,” and in Part II. Item 1A. “Risk Factors” and elsewhere in this Form 10-Q and in our Form 10-K.

Special Note Regarding Forward-Looking Statements

This Form 10-Q contains forward-looking statements, which involve risks and uncertainties. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts contained in this Form 10-Q, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements. As you read this Form 10-Q, you should understand that these statements are not guarantees of performance or results. They involve known and unknown risks, uncertainties and assumptions, including those described under the heading “Risk Factors” in this Form 10-Q. Although we believe that these forward-looking statements are based upon reasonable assumptions, you should be aware that many factors, including those described under the heading “Risk Factors” in this Form 10-Q, could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements.

Our forward-looking statements made herein are made only as of the date of this Form 10-Q. We expressly disclaim any intent, obligation or undertaking to update or revise any forward-looking statements made herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this Form 10-Q.

Executive Summary

Quicken Loans, LLC, changed its name to “Rocket Mortgage, LLC.”, effective as of July 31, 2021, pursuant to the filing of a Certificate of Amendment to the Articles of Organization with the Michigan Department of Licensing and Regulatory Affairs, Corporations, Securities & Commercial Licensing Bureau.

Recent Developments

Business Update in Response to COVID-19 Impact

As of September 30, 2021, 37,558 clients, or 1.5% of the total serviced portfolio, were in forbearance plans related to COVID-19. Since quarter end, we’ve seen positive developments in the number of clients entering into forbearance and as of October 31, 2021, the total number of clients in forbearance plans related to COVID-19 was 27,798 or 1.1% of the portfolio.

Share Repurchase Program

As of October 31, 2021, Rocket Companies repurchased 5.7 million shares at a weighted average price of $16.42. Cumulatively, we have returned $94 million to shareholders under the $1 billion Share Repurchase Program authorized in November 2020.

Three months ended September 30, 2021 summary

For the three months ended September 30, 2021, we originated $88.0 billion in residential mortgage loans, which was an $0.9 billion, or 1.1%, decrease from the three months ended September 30, 2020. Our Net income was $1.4 billion for the three months ended September 30, 2021, compared to Net income of $3.0 billion for the three months ended September 30, 2020. We generated $1.6 billion of Adjusted EBITDA for the three months ended September 30, 2021, which was a decrease of $1.7 billion, or 52.1%, compared to $3.3 billion for the three months ended September 30, 2020. For more information on Adjusted EBITDA, please see “Non-GAAP Financial Measures” below.

The decrease in Net income was primarily driven by a decrease of $1.6 billion, or 38.0% in Gain on sale of loans, net which was driven primarily by the decrease in gain on sale margin, as well as a decrease in origination volume in the three months ended September 30, 2021 noted above. Gain on sale margin during the three months ended September 30, 2021 reflects a tighter spread between primary and secondary mortgage rates as compared to the three months ended September 30, 2020. The primary mortgage rate is the rate at which lenders originate loans with borrowers and the secondary mortgage rate is the rate at which lenders securitize those loans into mortgage backed securities. The change in Loan servicing loss, net was $113.5 million, or 94.2%, which was primarily due to the increase in the change in fair value of MSRs. During the period expenses increased $129.9 million, or 8.3%, which was associated with an increase in team members to increase the level of talent through hiring in key areas such as technology and product strategy, as well as an increase in marketing and advertising expenses in the three months ended September 30, 2021 as compared to the three months ended September 30, 2020. Marketing and advertising expenses increased $65.9 million, or 26.3%, due to the Company's increased investment in brand marketing from new national campaigns with the reintroduction of many sporting and other live events that were cancelled in 2020 due to the COVID-19 pandemic. Also, in 2021 the Company’s performance marketing spend increased as compared to the prior period supporting our increase in loan origination volume during 2021.

As of September 30, 2021, our servicing portfolio, including loans subserviced for others, included approximately $521.3 billion of UPB and 2.4 million client loans. The portfolio primarily consists of high quality performing GSE and government (FHA and VA) loans. Our delinquent loans (defined as 60-plus days past-due) were 2.15% of our total portfolio. Excluding clients in COVID-19 related forbearance plans, our delinquent loans (defined as 60-plus days past-due) were 0.83% as of September 30, 2021. We monitor the MSR portfolio on a regular basis seeking to optimize our portfolio by evaluating the risk and return profile of the portfolio. As part of these efforts we sold the servicing on approximately 152,000 loans with $58 billion in UPB during the three months ended September 30, 2021. These sales were more than offset by new loans that were added to the MSR portfolio organically during the period.

Nine months ended September 30, 2021 summary

For the nine months ended September 30, 2021, we originated $275.3 billion in residential mortgage loans, which was a $62.3 billion, or 29.3%, increase from the nine months ended September 30, 2020. Our Net income was $5.2 billion for the nine months ended September 30, 2021, compared to Net income of $6.6 billion for the nine months ended September 30, 2020. We generated $5.3 billion of Adjusted EBITDA for the nine months ended September 30, 2021, which was a decrease of $2.8 billion, or 34.4%, compared to $8.1 billion for the nine months ended September 30, 2020. For more information on Adjusted EBITDA, please see “Non-GAAP Financial Measures” below.

The decrease in Net income was primarily driven by a decrease in Gain on sale of loans, net of $2.3 billion, or 21.3% which was driven primarily by the decrease in gain on sale margin, partially offset by an increase in origination volume in the nine months ended September 30, 2021. Loan servicing (loss) income, net, increased $1.6 billion, which was primarily due to the increase in the change in fair value of MSRs. The increase in production led to an increase in Salaries, commissions and team member benefits of $198.7 million, or 8.4%, primarily due to an increase in team members to increase the level of talent through hiring in key areas such as technology and product strategy. General and administrative expenses also increased by $103.7 million, or 13.6%, during the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020 driven primarily by increased third party technology spend. Marketing and advertising expenses increased by $273.3 million, or 40.7%, in the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020 driven by brand marketing spend increasing from new national campaigns with the reintroduction of many sporting and other live events that were cancelled in 2020 due to the COVID-19 pandemic. Other expenses also increased due to an increase in payoff interest expense that resulted from an increase in the volume of loans paid in full prior to their scheduled maturity from our servicing portfolio in the nine months ended September 30, 2021. When individual loans are paid off, we are required to remit interest for an entire month regardless of the date of payoff; however, clients are only responsible for interest accrued up to the date of payoff. The difference between the interest we are required to remit to investors and the interest we collect from the client as a result of an early payoff is referred to as “payoff interest expense”.

Non-GAAP Financial Measures

To provide investors with information in addition to our results as determined by GAAP, we disclose Adjusted Revenue, Adjusted Net Income, Adjusted Diluted EPS and Adjusted EBITDA as non-GAAP measures which management believes provide useful information to investors. These measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for revenue, net income, or any other operating performance measure calculated in accordance with GAAP, and may not be comparable to a similarly titled measure reported by other companies.

In first quarter of 2021, we revised our definition of Adjusted Net income and Adjusted EBITDA to exclude a litigation accrual that does not directly affect what we consider to be our core operating performance. Excluding this cost did not impact Adjusted Net income or Adjusted EBITDA for the comparative periods presented. In the third quarter of 2021, we revised our definition of Adjusted Revenue, Adjusted Net income and Adjusted EBITDA to exclude the effects of contractual prepayment protection associated with sales of MSRs as this does not directly affect what we consider to be our core operating performance. Excluding these costs impacted Adjusted Revenue, Adjusted Net income, Adjusted Diluted EPS and Adjusted EBITDA for the comparative periods presented. From time to time in the future, we may exclude other items if we believe that doing so is consistent with the goal of providing useful information to investors.

We define “Adjusted Revenue” as total revenues net of the change in fair value of mortgage servicing rights (“MSRs”) due to valuation assumptions (net of hedges). We define “Adjusted Net Income” as tax-effected earnings before share-based compensation expense, the change in fair value of MSRs due to valuation assumptions (net of hedges), and a litigation accrual, and the tax effects of those adjustments. We define “Adjusted Diluted EPS” as Adjusted Net Income divided by the diluted weighted average number of Class A common stock outstanding for the applicable period, which assumes the pro forma exchange and conversion of all outstanding Class D common stock for Class A common stock. We define “Adjusted EBITDA” as earnings before interest and amortization expense on non-funding debt, income tax, and depreciation and amortization, net of the change in fair value of MSRs due to valuation assumptions (net of hedges), share-based compensation expense, and a litigation accrual. We exclude from each of these non-GAAP revenues the change in fair value of MSRs due to valuation assumptions (net of hedges) as this represents a non-cash non-realized adjustment to our total revenues, reflecting changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates, which is not indicative of our performance or results of operation. We also exclude effects of contractual prepayment protection associated with sales of MSRs. Adjusted EBITDA includes interest expense on funding facilities, which are recorded as a component of “Interest income, net”, as these expenses are a direct cost driven by loan origination volume. By contrast, interest and amortization expense on non-funding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA.

We believe that the presentation of Adjusted Revenue, Adjusted Net Income, Adjusted Diluted EPS and Adjusted EBITDA provides useful information to investors regarding our results of operations because each measure assists both investors and management in analyzing and benchmarking the performance and value of our business. Adjusted Revenue, Adjusted Net Income, Adjusted Diluted EPS and Adjusted EBITDA provide indicators of performance that are not affected by fluctuations in certain costs or other items. Accordingly, management believes that these measurements are useful for comparing general operating performance from period to period, and management relies on these measures for planning and forecasting of future periods. Additionally, these measures allow management to compare our results with those of other companies that have different financing and capital structures. However, other companies may define Adjusted Revenue, Adjusted Net Income, Adjusted Diluted EPS and Adjusted EBITDA differently, and as a result, our measures of Adjusted Revenue, Adjusted Net Income, Adjusted Diluted EPS and Adjusted EBITDA may not be directly comparable to those of other companies.

Although we use Adjusted Revenue, Adjusted Net Income, Adjusted Diluted EPS and Adjusted EBITDA as financial measures to assess the performance of our business, such use is limited because they do not include certain material costs necessary to operate our business. Additionally, our definitions of each of Adjusted Revenue, Adjusted Net Income, Adjusted Diluted EPS and Adjusted EBITDA allows us to add back certain non-cash charges and deduct certain gains that are included in calculating total revenues, net, net income attributable to Rocket Companies or net income (loss). However, these expenses and gains vary greatly, and are difficult to predict. They can represent the effect of long-term strategies as opposed to short-term results. Adjusted Revenue, Adjusted Net Income, Adjusted Diluted EPS and Adjusted EBITDA should be considered in addition to, and not as a substitute for, total revenues, net income attributable to Rocket Companies and net income (loss) in accordance with U.S. GAAP as measures of performance. Our presentation of Adjusted Revenue, Adjusted Net Income, Adjusted Diluted EPS and Adjusted EBITDA should not be construed as an indication that our future results will be unaffected by unusual or nonrecurring items.

Adjusted Revenue, Adjusted Net Income, Adjusted Diluted EPS and Adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are:

(a) they do not reflect every cash expenditure, future requirements for capital expenditures or contractual commitments;

(b) Adjusted EBITDA does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payment on our debt;

(c) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced or require improvements in the future, and Adjusted Revenue, Adjusted Net Income and Adjusted EBITDA do not reflect any cash requirement for such replacements or improvements; and

(d) they are not adjusted for all non-cash income or expense items that are reflected in our Condensed Consolidated Statements of Cash Flows.

Because of these limitations, Adjusted Revenue, Adjusted Net Income, Adjusted Diluted EPS and Adjusted EBITDA are not intended as alternatives to total revenue, net income attributable to Rocket Companies or net income (loss) as an indicator of our operating performance and should not be considered as measures of discretionary cash available to us to invest in the growth of our business or as measures of cash that will be available to us to meet our obligations. We compensate for these limitations by using Adjusted Revenue, Adjusted Net Income, Adjusted Diluted EPS and Adjusted EBITDA along with other comparative tools, together with U.S. GAAP measurements, to assist in the evaluation of operating performance. See below for reconciliation of these non-GAAP measures to their most comparable U.S. GAAP measures. Additionally, our U.S. GAAP-based measures can be found in the condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q.

Reconciliation of Adjusted Revenue to Total Revenue, net


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2021		2020		2021		2020
Total Revenue, net	$	3,114,730	$	4,616,195	$	10,321,699	$	10,969,555
Change in fair value of MSRs due to valuation assumptions (net of hedges) (1)	47,514		126,977		(329,608)		1,193,442
Adjusted Revenue	$	3,162,244	$	4,743,172	$	9,992,091	$	12,162,997

(1) Reflects changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates, and the effects of contractual prepayment protection associated with sales of MSRs.

Reconciliation of Adjusted Net Income to Net Income Attributable to Rocket Companies


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2021		2020		2021		2020
Net income attributable to Rocket Companies	$	75,337	$	57,903	$	260,159	$	57,903
Net income impact from pro forma conversion of Class D common shares to Class A common shares (1)	1,318,062		2,937,961		4,948,428		6,501,965
Adjustment to the provision for income tax (2)	(321,873)		(697,200)		(1,203,184)		(1,564,735)
Tax-effected net income (2)	$	1,071,526	$	2,298,664	$	4,005,403	$	4,995,133
Non-cash share-based compensation expense	40,871		33,252		123,873		93,564
Change in fair value of MSRs due to valuation assumptions (net of hedges) (3)	47,514		126,977		(329,608)		1,193,442
Litigation accrual (4)	—		—		15,000		—
Tax impact of adjustments (5)	(21,982)		(39,769)		47,435		(319,435)
Other tax adjustments (6)	1,009		2,157		2,767		2,157
Adjusted Net Income	$	1,138,938	$	2,421,281	$	3,864,870	$	5,964,861

(1) Reflects net income to Class A common stock from pro forma exchange and conversion of corresponding shares of our Class D common shares held by non-controlling interest holders as of September 30, 2021 and 2020.

(2) Rocket Companies will be subject to U.S. Federal income taxes, in addition to state, local and Canadian taxes with respect to its allocable share of any net taxable income of Holdings. The adjustment to the provision for income tax reflects the effective tax rates below, assuming the Issuer owns 100% of the non-voting common interest units of Holdings.


	September 30,
	2021		2020
Statutory U.S. Federal Income Tax Rate	21.00	%	21.00	%
Canadian taxes	0.01	%	0.01	%
State and Local Income Taxes (net of federal benefit)	3.86	%	3.81	%
Effective Income Tax Rate for Adjusted Net Income	24.87	%	24.82	%

(3) Reflects changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates, and the effects of contractual prepayment protection associated with sales of MSRs.

(4) Reflects legal accrual related to a specific legal matter.

(5) Tax impact of adjustments gives effect to the income tax related to non-cash share-based compensation expense, change in fair value of MSRs due to valuation assumptions, and litigation accrual at the above described effective tax rates for each period.

(6) Represents tax benefits due to the amortization of intangible assets and other tax attributes resulting from the purchase of Holdings units, net of payment obligations under Tax Receivable Agreement.

Reconciliation of Adjusted Diluted Weighted Average Shares Outstanding to Diluted Weighted Average Shares Outstanding


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands, except shares and per share)	2021		2020		2021		2020
Diluted weighted average Class A Common shares outstanding	1,990,828,351		106,265,422		135,392,670		106,265,422
Assumed pro forma conversion of Class D shares (1)	—		1,878,058,054		1,855,464,831		1,878,058,054
Adjusted diluted weighted average shares outstanding	1,990,828,351		1,984,323,476		1,990,857,501		1,984,323,476

Adjusted Net Income	$	1,138,938	$	2,421,281	$	3,864,870	$	5,964,861
Adjusted Diluted EPS	$	0.57	$	1.22	$	1.94	$	3.01

(1) Reflects the pro forma exchange and conversion of non-dilutive Class D common stock to Class A common stock.

Reconciliation of Adjusted EBITDA to Net Income


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2021		2020		2021		2020
Net income	$	1,392,859	$	2,995,383	$	5,206,847	$	6,558,512
Interest and amortization expense on non-funding debt	34,163		38,016		104,772		104,291
Income tax provision	32,830		61,683		122,709		84,363
Depreciation and amortization	19,577		15,329		55,470		47,633
Non-cash share-based compensation expense	40,871		33,252		123,873		93,564
Change in fair value of MSRs due to valuation assumptions (net of hedges) (1)	47,514		126,977		(329,608)		1,193,442
Litigation accrual (2)	—		—		15,000		—
Adjusted EBITDA	$	1,567,814	$	3,270,640	$	5,299,063	$	8,081,805

(2) Reflects legal accrual related to a specific legal matter.

Key Performance Indicators

We monitor a number of key performance indicators to evaluate the performance of our business operations. Our loan production key performance indicators enable us to monitor our ability to generate gain on sale revenue as well as understand how our performance compares to the total mortgage origination market. Our servicing portfolio key performance indicators enable us to monitor the overall size of our servicing portfolio of business, the related value of our mortgage servicing rights, and the health of the business as measured by the average MSRs delinquency rate. Other key performance indicators for other Rocket Companies, besides Rocket Mortgage ("Other Rocket Companies"), allow us to monitor both revenues and unit sales generated by these businesses. We also include Rockethomes.com average unique monthly visitors, as we believe traffic on the site is an indicator of consumer interest.

The following summarizes key performance indicators of the business:


	Three Months Ended September 30,						Nine Months Ended September 30,
(Units and $ in thousands)	2021			2020			2021			2020
Rocket Mortgage (1)
Loan Production Data
Closed loan origination volume	$	88,046,623		$	88,981,702		$	275,336,000		$	213,009,515
Direct to Consumer origination volume	$	48,077,894		$	54,598,909		$	154,733,543		$	132,151,006
Partner Network origination volume	$	39,968,729		$	34,382,793		$	120,602,457		$	80,858,509

Gain on sale margin (2)	3.05		%	4.52		%	3.21		%	4.48		%

	September 30,
	2021						2020
Servicing Portfolio Data
Total serviced UPB (includes subserviced)	$	521,300,240					$	400,277,887
MSRs UPB of loans serviced	$	454,666,840					$	368,243,032
UPB of loans subserviced and temporarily serviced	$	66,633,400					$	32,034,855
Total loans serviced (includes subserviced)	2,433.6						2,007.5
Number of MSRs loans serviced	2,239.0						1,896.6
Number of loans subserviced and temporarily serviced	194.6						110.9
MSRs fair value multiple (3)	3.61						2.25
Total serviced delinquency rate, excluding loans in forbearance (60+)	0.83					%	0.71					%
Total serviced MSRs delinquency rate (60+)	2.15					%	4.01					%
Net client retention rate (trailing twelve months)	91					%	92					%

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Other Rocket Companies

Amrock closings (units)	261.5			286.3			870.6			692.6

Rocket Homes real estate transactions	9.1			7.7			24.0			20.7
Rockethomes.com average unique monthly visitors (4)	2,398.4			485.1			1,769.9			372.9

Rocket Loans closed (units) (5)	4.9			1.7			12.1			7.2


Rocket Auto car sales (units) (6)	15.1			8.0			44.3			22.7

Core Digital Media client inquiries generated	2,004.3			1,102.6			5,609.1			3,779.9
Total Other Rocket Companies gross revenue	$	532,766		$	510,103		$	1,601,190		$	1,439,306
Total Other Rocket Companies net revenue (7)	$	403,384		$	440,093		$	1,236,675		$	1,219,744

(1) Rocket Mortgage origination volume and gain on sale margins exclude all reverse mortgage activity.

(2) Gain on sale margin is the gain on sale of loans, net divided by net rate lock volume for the period, excluding all reverse mortgage activity. Gain on sale of loans, net includes the net gain on sale of loans, fair value of originated MSRs, and fair value adjustment on loans held for sale, divided by the UPB of loans subject to IRLC’s during the applicable period.

(3) MSRs fair market value multiple is a metric used to determine the relative value of the MSRs asset in relation to the annualized retained servicing fee, which is the cash that the holder of the MSRs asset would receive from the portfolio as of such date. It is calculated as the quotient of (a) the MSRs fair market value as of a specified date divided by (b) the weighted average annualized retained servicing fee for our MSRs portfolio as of such date. The weighted average annualized retained servicing fee for our MSRs portfolio was 0.29% and 0.31% for the three months ended September 30, 2021 and 2020, respectively, and 0.29% and 0.31% for the nine months ended September 30, 2021 and 2020, respectively. The vast majority of our portfolio consists of originated MSRs and consequently, the impact of purchased MSRs does not have a material impact on our weighted average service fee.

(4) Rockethomes.com average unique monthly visitors is calculated by a third party service that monitors website activity. This metric doesn't necessarily have a direct correlation to revenues and is used primarily to monitor consumer interest in the Rockethomes.com site.

(5) During the three and nine months ended September 30, 2021, we processed approximately 0.4 million and 3.5 million unique loan recommendations through the economic injury disaster loans program offered by the Small Business Administration.

(6) Rocket Auto's Gross Merchandise Value, which represents the vehicle and other vehicle-related sales during the period, was $533 and $1,377 for the three and nine months ended September 30, 2021, respectively.

(7) Net revenue presented above is calculated as gross revenues less intercompany revenue eliminations. A portion of the Other Rocket Companies revenues is generated through intercompany transactions. These intercompany transactions take place with entities that are part of our platform. Consequently, we view gross revenue of individual Other Rocket Companies as a key performance indicator, and we consider net revenue of Other Rocket Companies on a combined basis.

Description of Certain Components of Financial Data

Components of Revenue

Our sources of revenue include Gain on sale of loans, net, Loan servicing (loss) income, net, Interest income, net, and Other income.

Gain on sale of loans, net

Gain on sale of loans, net includes all components related to the origination and sale of mortgage loans, including (1) net gain on sale of loans, which represents the premium we receive in excess of the loan principal amount and certain fees charged by investors upon sale of loans into the secondary market, (2) loan origination fees, credits, points and certain costs, (3) provision for or benefit from investor reserves, (4) the change in fair value of interest rate locks (“IRLCs” or “rate lock”) and loans held for sale, (5) the gain or loss on forward commitments hedging loans held for sale and IRLCs, and (6) the fair value of originated MSRs.

An estimate of the gain on sale of loans, net is recognized at the time an IRLC is issued, net of an estimated pull-through factor. The pull-through factor is a key assumption and estimates the loan funding probability, as not all loans that reach IRLC status will result in a closed loan. Subsequent changes in the fair value of IRLCs and mortgage loans held for sale are recognized in current period earnings. When the mortgage loan is sold into the secondary market, any difference between the proceeds received and the current fair value of the loan is recognized in current period earnings in gain on sale of loans.

Loan origination fees generally include underwriting and processing fees. Loan origination costs include lender paid mortgage insurance, recording taxes, investor fees and other related expenses. Net loan origination fees and costs related to the origination of mortgage loans are recognized as a component of the fair value of IRLCs.

We establish reserves for our estimated liabilities associated with the potential repurchase or indemnity of purchasers of loans previously sold due to representation and warranty claims by investors. Additionally, the reserves are established for the estimated liabilities from the need to repay, where applicable, a portion of the premium received from investors on the sale of certain loans if such loans are repaid in their entirety within a specified time period after the sale of the loans. The provision for or benefit from investor reserves is recognized in current period earnings in gain on sale of loans.

We enter into derivative transactions to protect against the risk of adverse interest rate movements that could impact the fair value of certain assets, including IRLCs and loans held for sale. We primarily use forward loan sales commitments to hedge our interest rate risk exposure. Changes in the value of these derivatives, or hedging gains and losses, are included in gain on sale of loans.

Included in gain on sale of loans, net is also the fair value of originated MSRs, which represents the estimated fair value of MSRs related to loans which we have sold and retained the right to service.

Loan servicing (loss) income, net

The value of newly originated MSRs is recognized as a component of the gain on sale of loans, net when loans are sold and the associated servicing rights are retained. Loan servicing fee income consists of the contractual fees earned for servicing the loans and includes ancillary revenue such as late fees and modification incentives. Loan servicing fee income is recorded to income as earned, which is upon collection of payments from borrowers. We have elected to subsequently measure the MSRs at fair value on a recurring basis. Changes in fair value of MSRs, net primarily due to the realization of expected cash flows and/or changes in valuation inputs and estimates, are recognized in current period earnings. Furthermore, we also include in Loan servicing (loss) income, net the gains and losses related to MSRs collateral for financing liability and MSRs financing liability.

We regularly perform a comprehensive analysis of the MSRs portfolio in order to identify and sell certain MSRs that do not align with our strategy for retaining MSRs. To hedge against interest rate exposure on these assets, we enter into forward loan purchase commitments. Changes in the value of derivatives designed to protect against MSRs value fluctuations, or MSRs hedging gains and losses, are included as a component of servicing fee loss, net.

Interest income, net

Interest income, net is interest earned on mortgage loans held for sale net of the interest expense paid on our loan funding facilities.

Other income

Other income includes revenues generated from Amrock (title insurance services, property valuation, and settlement services), Rocket Homes (real estate network referral fees), Rocket Auto (auto sales business revenues), Core Digital Media (third party lead generation revenues), Rock Connections (third party sales and support revenues), Rocket Loans (personal loans) and professional service fees. The professional service fees represent amounts received in exchange for professional services provided to affiliated companies. Services are provided primarily in connection with technology, facilities, human resources, accounting, training, and security functions. For additional information on such fees, see Note 6, Transactions with Related Parties in the notes to the unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q. Other income also includes revenues from investment interest income.

Components of operating expenses

Our operating expenses as presented in the statement of operations data include Salaries, commissions and team member benefits, General and administrative expenses, Marketing and advertising expenses, Other expenses, and Provision for income taxes.

Salaries, commissions and team member benefits

Salaries, commissions and team member benefits include all payroll, benefits, and share-based compensation expenses for our team members.

General and administrative expenses

General and administrative expenses primarily include occupancy costs, professional services, loan processing expenses on loans that do not close or that are not charged to clients on closed loans, commitment fees, fees on loan funding facilities, license fees, office expenses and other operating expenses.

Marketing and advertising expenses

Marketing and advertising expenses are primarily related to performance and brand marketing.

Interest and amortization expense on non-funding debt

Interest and amortization expense on non-funding debt primarily related to expenses in connections with the issuance of our Senior Notes.

Other expenses

Other expenses primarily consist of depreciation and amortization on property and equipment, and mortgage servicing related expenses.

Provision for income taxes

In calculating the provision for interim income taxes, in accordance with ASC Topic 740 Income Taxes, we apply an estimated annual effective tax rate to year-to-date ordinary income. At the end of each interim period, we estimate the effective tax rate expected to be applicable for the full year. Tax-effects of significant, unusual or infrequently occurring items are excluded from the estimated annual effective tax rate calculation and recognized in the interim period in which they occur.

Tax Receivable Agreement

In connection with the reorganization completed prior to our IPO in 2020, we entered into a Tax Receivable Agreement with RHI and our Chairman that will obligate us to make payments to RHI and our Chairman generally equal to 90% of the applicable cash tax savings that we actually realize or in some cases are deemed to realize as a result of the tax attributes generated by (i) certain increases in our allocable share of the tax basis in Holdings’ assets resulting from (a) the purchases of Holdings Units (along with the corresponding shares of our Class D common stock or Class C common stock) from RHI and our Chairman (or their transferees of Holdings Units or other assignees) using the net proceeds from our initial public offering or in any future offering, (b) exchanges by RHI and our Chairman (or their transferees of Holdings Units or other assignees) of Holdings Units (along with the corresponding shares of our Class D common stock or Class C common stock) for cash or shares of our Class B common stock or Class A common stock, as applicable, or (c) payments under the Tax Receivable Agreement; (ii) tax benefits related to imputed interest deemed arising as a result of payments made under the Tax Receivable Agreement and (iii) disproportionate allocations (if any) of tax benefits to Holdings as a result of section 704(c) of the Code that relate to the reorganization transactions. We will retain the benefit of the remaining 10% of these tax savings.

Share-based compensation

Share-based compensation is comprised of both equity and liability awards and is measured and expensed accordingly under Accounting Standards Codification (“ASC”) 718 Compensation—Stock Compensation. As indicated above, share-based compensation expense is included as part of salaries, benefits and team member benefits.

Non-controlling interest

We are the sole managing member of Holdings and consolidate the financial results of Holdings. Therefore, we report a non-controlling interest based on the Holdings Units of Holdings held by our Chairman and RHI on our Condensed Consolidated Balance Sheets. Income or loss is attributed to the non-controlling interests based on the weighted average Holdings Units outstanding during the period and is presented on the Condensed Consolidated Statements of Income and Comprehensive Income. Refer to Note 14, Non-controlling Interests for more information on non-controlling interests.

Results of Operations for the Three and Nine Months Ended September 30, 2021 and 2020

Summary of Operations


Condensed Statement of Operations Data	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2021		2020		2021		2020
Revenue
Gain on sale of loans, net	$	2,654,213	$	4,280,442	$	8,548,144	$	10,856,135
Servicing fee income	334,348		272,158		970,058		779,093
Change in fair value of MSRs	(341,361)		(392,688)		(556,201)		(1,985,545)
Interest income, net	57,185		10,526		106,853		69,391
Other income	410,345		445,757		1,252,845		1,250,481
Total revenue, net	$	3,114,730	$	4,616,195	$	10,321,699	$	10,969,555
Expenses
Salaries, commissions and team member benefits	870,010		816,408		2,552,679		2,354,021
General and administrative expenses	313,405		280,705		867,639		763,962
Marketing and advertising expenses	316,471		250,558		943,999		670,749
Interest and amortization expense on non-funding-debt	34,163		38,016		104,772		104,291
Other expenses	154,992		173,442		523,054		433,657
Total expenses	$	1,689,041	$	1,559,129	$	4,992,143	$	4,326,680
Income before income taxes	1,425,689		3,057,066		5,329,556		6,642,875
Provision for income taxes	(32,830)		(61,683)		(122,709)		(84,363)
Net income	1,392,859		2,995,383		5,206,847		6,558,512
Net income attributable to non-controlling interest	(1,317,522)		(2,937,480)		(4,946,688)		(6,500,609)
Net income attributable to Rocket Companies	$	75,337	$	57,903	$	260,159	$	57,903

Gain on sale of loans, net

The components of gain on sale of loans for the periods presented were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2021		2020		2021		2020
Net gain on sale of loans (1)	$	1,947,251	$	3,864,480	$	6,238,821	$	8,363,614
Fair value of originated MSRs	907,242		836,557		2,937,517		2,041,899
Benefit from (provision for) investor reserves	(6,327)		3,665		7,642		(5,698)
Fair value adjustment on loans held for sale and IRLCs	(192,529)		316,159		(1,719,448)		2,710,026
Revaluation loss from forward commitments economically hedging loans held for sale and IRLCs	(1,424)		(740,419)		1,083,612		(2,253,706)
Gain on sale of loans, net	$	2,654,213	$	4,280,442	$	8,548,144	$	10,856,135

(1) Net gain on sale of loans represents the premium received in excess of the UPB, plus net origination fees.

The table below provides details of the characteristics of our mortgage loan production for each of the periods presented:


($ in thousands)	Three Months Ended September 30,						Nine Months Ended September 30,
Loan origination volume by type	2021			2020			2021			2020
Conventional Conforming	$	69,296,358		$	77,278,429		$	214,257,003		$	174,131,609
FHA/VA	12,860,367			10,168,614			44,253,311			31,972,293
Non-Agency	5,889,898			1,534,659			16,825,686			6,905,613
Total mortgage loan origination volume	$	88,046,623		$	88,981,702		$	275,336,000		$	213,009,515
Portfolio metrics
Average loan amount	$	286		$	282		$	281		$	278
Weighted average loan-to-value ratio	67.73		%	68.52		%	67.80		%	70.31		%
Weighted average credit score	746			760			750			755
Weighted average loan rate	2.79		%	2.92		%	2.78		%	3.18		%
Percentage of loans sold
To GSEs and government	91.22		%	97.85		%	94.84		%	95.06		%
To other counterparties	8.78		%	2.15		%	5.16		%	4.94		%
Servicing-retained	91.84		%	98.01		%	95.99		%	96.64		%
Servicing-released	8.16		%	1.99		%	4.01		%	3.36		%
Net rate lock volume (1)	$	86,710,232		$	94,667,962		$	265,412,457		$	242,695,565
Gain on sale margin (2)	3.05		%	4.52		%	3.21		%	4.48		%

(1) Net rate lock volume includes the UPB of loans subject to IRLCs, net of the pull-through factor as described in the “Description of Certain Components of Financial Data” section above.

(2) Gain on sale margin is a ratio of gain on sale of loans, net to the net rate lock volume for the period as described above. Gain on sale of loans, net includes the net gain on sale of loans, fair value of originated MSRs, fair value adjustment gain on loans held for sale and IRLC’s, and revaluation loss from forward commitments economically hedging loans held for sale and IRLCs. This metric is a measure of profitability for our on-going mortgage business and therefore excludes revenues from Other Rocket Companies and reverse mortgage activity. See the table above for each of the components of gain on sale of loans, net.

Gain on sale of loans, net was $2.7 billion for the three months ended September 30, 2021, a decrease of $1.6 billion, or 38.0%, as compared with $4.3 billion for the three months ended September 30, 2020. The decrease in Gain on sale of loans, net was primarily driven by a decrease in gain on sale margin to 3.05% from 4.52%, as well as a decrease in mortgage loan origination volume of $0.9 billion, or 1.1%, for the three months ended September 30, 2021 and 2020, respectively. The decrease in gain on sale margin during the three months ended September 30, 2021 reflects a tighter spread between primary and secondary mortgage rates and an increase in mix of our Partner Network as a percentage of our total originations. The primary mortgage rate is the rate at which lenders originate loans with borrowers and the secondary mortgage rate is the rate at which lenders securitize those loans into mortgage backed securities.

Gain on sale of loans, net was $8.5 billion for the nine months ended September 30, 2021, a decrease of $2.3 billion, or 21.3%, as compared with $10.9 billion for the nine months ended September 30, 2020. The decrease in gain on sale of loans, net was primarily driven by a decrease in gain on sale margin to 3.21% from 4.48%, partially offset by an increase in mortgage loan origination volume of $62.3 billion, or 29.3%, for the nine months ended September 30, 2021 and 2020, respectively. The decrease in gain on sale margin in 2021 reflects a tighter spread between primary and secondary mortgage rates and an increase in mix of our Partner Network as a percentage of our total originations. The primary mortgage rate is the rate at which lenders originate loans with borrowers and the secondary mortgage rate is the rate at which lenders securitize those loans into mortgage backed securities.

Net gain on sales of loans decreased $1.9 billion, or 49.6%, to $1.9 billion in the three months ended September 30, 2021 compared to $3.9 billion in the three months ended September 30, 2020. This was driven by a decrease in gain on sale margin, as well as a decrease in mortgage loan origination volume, noted above.

Net gain on sales of loans decreased $2.1 billion, or 25.4%, to $6.2 billion in the nine months ended September 30, 2021 compared to $8.4 billion in the nine months ended September 30, 2020. This was driven by a decrease in gain on sale margin, partially offset by an increase in mortgage loan origination volume, noted above.

The fair value of MSRs originated was $907.2 million for the three months ended September 30, 2021, an increase of $70.7 million, or 8.4%, as compared with $836.6 million during the three months ended September 30, 2020. The increase was primarily due to an increase to sold loan volume of $4.1 billion, or 4.9%, from $83.1 billion for the three months ended September 30, 2020 to $87.2 billion for the three months ended September 30, 2021. MSR assets are created at the time Mortgage Loans Held for Sale are securitized and sold to investors for cash, while the Company retains the MSR.

The fair value of MSRs originated was $2.9 billion for the nine months ended September 30, 2021, an increase of $895.6 million, or 43.9%, as compared with $2.0 billion during the nine months ended September 30, 2020. The increase was primarily due to an increase in sold loan volume of $71.4 billion, or 35.6%, from $200.6 billion for the nine months ended September 30, 2020 to $272.0 billion for the nine months ended September 30, 2021. The increase was also impacted by an increase in the MSRs fair value multiple, which increased in 2021 from 2.53 at December 31, 2020 to 3.61 at September 30, 2021. By contrast the MSRs fair value multiple decreased in 2020 from 3.01 at December 31, 2019 to 2.25 at September 30, 2020. The MSRs fair market value multiple is a metric used to determine the relative value of the MSRs in relation to the annualized retained servicing fee, which is the cash that the holder of the MSRs asset would receive from the portfolio as of such date.

Loan servicing (loss) income, net

For the periods presented, Loan servicing (loss) income, net consisted of the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2021		2020		2021		2020
Retained servicing fee	$	326,077	$	264,276	$	945,180	$	756,003
Subservicing income	2,038		2,432		7,032		5,987
Ancillary income	6,233		5,450		17,846		17,103
Servicing fee income	334,348		272,158		970,058		779,093
Change in valuation model inputs or assumptions (1)	(51,431)		(131,470)		344,787		(1,258,654)
Change in fair value of MSRs hedge	3,917		4,493		(15,179)		65,212
Collection / realization of cash flows	(293,847)		(265,711)		(885,809)		(792,103)
Change in fair value of MSRs	(341,361)		(392,688)		(556,201)		(1,985,545)
Loan servicing (loss) income, net	$	(7,013)	$	(120,530)	$	413,857	$	(1,206,452)

(1) Includes the effect of contractual prepayment protection resulting from sales of MSRs prepayment protection


	September 30,
($ in thousands)	2021		2020
MSRs UPB of loans serviced	$	454,666,840	$	368,243,032
Number of MSRs loans serviced	2,238,947		1,896,611
UPB of loans subserviced and temporarily serviced	$	66,633,400	$	32,034,855
Number of loans subserviced and temporarily serviced	194,637		110,932
Total serviced UPB	$	521,300,240	$	400,277,887
Total loans serviced	2,433,584		2,007,543
MSRs fair value	$	4,701,045	$	2,606,149
Total serviced delinquency rate, excluding loans in forbearance (60+)	0.83%		0.71%
Total serviced delinquency count (60+) as % of total	2.15%		4.01%
Weighted average credit score	738		737
Weighted average LTV	70.80%		73.58%

Weighted average service fee	0.29%		0.31%

Loan servicing loss, net was $7.0 million for the three months ended September 30, 2021, which compares to Loan servicing loss, net of $120.5 million for the three months ended September 30, 2020. The reduction of the loss was driven primarily by a smaller loss in changes in valuation model inputs or assumptions to $51.4 million for the three months ended September 30, 2021 as compared to a loss of $131.5 million the three months ended September 30, 2020, as a result of the decrease in prepayment speed valuation assumptions during the period.

Loan servicing income, net was $413.9 million for the nine months ended September 30, 2021, which compares to Loan servicing loss, net of $1,206.5 million for the nine months ended September 30, 2020. The increase was driven primarily by a reduction in fair market value of MSRs of $556.2 million during the nine months ended September 30, 2021 as compared to a reduction in fair market value of MSRs of $1,985.5 million during the nine months ended September 30, 2020.

The change in MSRs fair value was a net decrease of $341.4 million for the three months ended September 30, 2021, as compared with a net decrease of $392.7 million for the three months ended September 30, 2020. The change in fair value during the three months ended September 30, 2021 was primarily driven by $293.8 million of loss due to collection/realization of cash flows. The decrease in fair value during the three months ended September 30, 2020 included $265.7 million of loss due to collection/realization of cash flows and a decrease in fair value due to changes in valuation model inputs or assumptions (net of hedges) of $127.0 million. The overall prepayment assumptions decreased from 19.2% at June 30, 2020 to 17.9% at September 30, 2020, driven primarily by MSR new adds during the quarter. Excluding the addition of new MSRs, the prepayment speeds increased at September 30, 2020 relative to June 30, 2020 resulting in the decrease in fair value due to changes in valuation assumptions noted above.

The change in MSRs fair value was a net loss of $556.2 million for the nine months ended September 30, 2021, as compared with a net loss of $2.0 billion for the nine months ended September 30, 2020. The change in fair value during the nine months ended September 30, 2021 included $885.8 million of loss due to collection/realization of cash flows and an increase in fair value due to change in valuation assumptions (net of hedges) of $329.6 million primarily driven by a decrease in prepayment speeds from 15.8% at December 31, 2020 to 9.8% at September 30, 2021. The decrease in fair value during the nine months ended September 30, 2020 included $792.1 million of loss due to collection/realization of cash flows and a decrease in fair value due to changes in valuation model inputs or assumptions (net of hedges) of $1.2 billion primarily driven by an increase in prepayment speeds from 14.5% at December 31, 2019 to 17.9% at September 30, 2020.

Interest income, net

The components of Interest income, net for the periods presented were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2021		2020		2021		2020
Interest income	$	129,963	$	79,890	$	311,853	$	231,971
Interest expense on funding facilities	(72,778)		(69,364)		(205,000)		(162,580)
Interest income, net	$	57,185	$	10,526	$	106,853	$	69,391

Interest income, net was $57.2 million for the three months ended September 30, 2021, an increase of $46.7 million, or 443.3%, as compared to $10.5 million for the three months ended September 30, 2020. The increase was driven primarily by an increase in mortgage interest rates during the three months ended September 30, 2021 compared to the three months ended September 30, 2020, partially offset by a decrease in origination volume.

Interest income, net was $106.9 million for the nine months ended September 30, 2021, an increase of $37.5 million, or 54.0%, as compared to $69.4 million for the nine months ended September 30, 2020. The increase was primarily driven by an increase in mortgage interest rates, as well as an increase in origination volume for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020.

Other income

Other income decreased $35.4 million, or 7.9%, to $410.3 million for the three months ended September 30, 2021 as compared to $445.8 million for the three months ended September 30, 2020. The decrease was driven by a decrease in revenues generated from Rocket Loans loan recommendations through the economic injury disaster loans program offered by the Small Business Administration.

Other income increased $2.4 million, or 0.2%, to $1.3 billion for the nine months ended September 30, 2021 as compared to $1.3 billion for the nine months ended September 30, 2020. The increase was driven by revenues generated from Amrock's title insurance services, property valuation and settlement services that were also driven by the increase in origination volume noted above, partially offset by the decrease in revenues generated from Rocket Loans loan recommendations through the economic injury disaster loans program offered by the Small Business Administration.

Expenses

Expenses for the periods presented were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2021		2020		2021		2020
Salaries, commissions and team member benefits	$	870,010	$	816,408	$	2,552,679	$	2,354,021
General and administrative expenses	313,405		280,705		867,639		763,962
Marketing and advertising expenses	316,471		250,558		943,999		670,749
Interest and amortization expense on non-funding debt	34,163		38,016		104,772		104,291
Other expenses	154,992		173,442		523,054		433,657
Total expenses	$	1,689,041	$	1,559,129	$	4,992,143	$	4,326,680

Total expenses were $1.7 billion for the three months ended September 30, 2021, an increase of $129.9 million or 8.3%, as compared with $1.6 billion for the three months ended September 30, 2020. This was driven primarily by an increase in salaries, commissions and team member benefits, general and administrative expenses, marketing and advertising expenses, partially offset by decreases in other expenses as described below.

Total expenses were $5.0 billion for the nine months ended September 30, 2021, an increase of $665.5 million or 15.4%, as compared with $4.3 billion for the nine months ended September 30, 2020. This was driven primarily by increases in salaries, commissions and team member benefits, general and administrative expenses, marketing and advertising, and other expenses as described below.

Salaries, commissions and team member benefits were $870.0 million for the three months ended September 30, 2021, an increase of $53.6 million, or 6.6%, as compared with $816.4 million for the three months ended September 30, 2020. The increase is primarily due to hiring in production roles to support the increased volume levels, as well as hiring of key talent on the technology and product strategy teams.

Salaries, commissions and team member benefits were $2.6 billion for the nine months ended September 30, 2021, an increase of $198.7 million, or 8.4%, as compared with $2.4 billion for the nine months ended September 30, 2020. The increase is primarily due to hiring in production roles to support the increased volume levels, as well as hiring of key talent on the technology and product strategy teams.

General and administrative expenses were $313.4 million for the three months ended September 30, 2021, an increase of $32.7 million, or 11.6%, as compared with $280.7 million for the three months ended September 30, 2020. The increased expense was driven primarily by increased third party technology spend..

General and administrative expenses were $867.6 million for the nine months ended September 30, 2021, an increase of $103.7 million, or 13.6%, as compared with $764.0 million for the nine months ended September 30, 2020. The increased expense was driven primarily by increased by increased third party technology spend..

Marketing and advertising expenses were $316.5 million for the three months ended September 30, 2021, an increase of $65.9 million, or 26.3% as compared with $250.6 million for the three months ended September 30, 2020. In 2021, the Company’s brand marketing spend increased from new national campaigns with the reintroduction of many sporting and other live events that were cancelled in 2020 due to the COVID-19 pandemic. Also, in 2021 the Company’s performance marketing spend increased as compared to the prior period supporting our increase in loan origination volume.

Marketing and advertising expenses were $944.0 million for the nine months ended September 30, 2021, an increase of $273.3 million, or 40.7% as compared with $670.7 million for the nine months ended September 30, 2020. In 2021, the Company’s brand marketing spend increased from new national campaigns with the reintroduction of many sporting and other live events that were cancelled in 2020 due to the COVID-19 pandemic. Also, in 2021 the Company’s performance marketing spend increased as compared to the prior period supporting our increase in loan origination volume.

Other expenses were $155.0 million for the three months ended September 30, 2021, a decrease of $18.5 million, or 10.6%, as compared with $173.4 million for the three months ended September 30, 2020. The decrease was due to a decrease in expenses incurred from servicing payoff expenses.

Other expenses were $523.1 million for the nine months ended September 30, 2021, an increase of $89.4 million, or 20.6%, as compared with $433.7 million for the nine months ended September 30, 2020. The increased expense was driven primarily by an increase in expenses incurred to support the higher level of title insurance services, property valuation and settlement services due to the increased origination volumes noted above, and an increase in payoff interest expense.

Summary Results by Segment for the Three and Nine Months Ended September 30, 2021 and 2020

Our operations are organized by distinct marketing channels which promote client acquisition into our platform and include two reportable segments: Direct to Consumer and Partner Network. In the Direct to Consumer segment, clients have the ability to interact with the Rocket Mortgage app and/or with our Rocket Cloud Force, consisting of sales team members across our platform. We market to potential clients in this segment through various performance marketing channels. The Direct to Consumer segment derives revenue from originating, closing, selling and servicing predominantly agency-conforming loans, which are pooled and sold to the secondary market. This also includes providing title insurance services, appraisals and settlement services to these clients as part of our end-to-end mortgage origination experience. Servicing activities are fully allocated to the Direct to Consumer segment as they are viewed as an extension of the client experience with the primary objective to establish and maintain positive, regular touchpoints with our clients, which positions us to have high retention and recapture the clients’ next refinance, purchase, personal loan, and auto sales transactions. These activities position us to be the natural choice for clients’ next refinance or purchase transaction.

We measure the performance of the segments primarily on a contribution margin basis. Contribution margin is intended to measure the direct profitability of each segment and is calculated as Adjusted Revenue less directly attributable expenses. Adjusted Revenue is a non-GAAP financial measure described above. Directly attributable expenses include Salaries, commissions and team member benefits, Marketing and advertising expenses, General and administrative expenses and Other expenses, such as direct servicing costs and origination costs. For segments, we measure gain on sale margin of sold loans and refer to this metric as ‘Sold Loan Gain on Sale Margin’. A loan is considered sold when it is sold to investors in the secondary market. In previous disclosures, ‘sold loans’ were referred to as ‘funded loans’. Sold loan gain on sale margin represents revenues on loans that have been sold divided by the sold UPB amount. Sold loan gain on sale margin is used specifically in the context of measuring the gain on sale margins of our Direct to Consumer and Partner Network segments. Sold loan gain on sale margin is an important metric in evaluating the revenue generating performance of our segments as it allows us to measure this metric at a segment level with a high degree of precision. By contrast, ‘gain on sale margin’, which we use outside of the segment discussion, measures the gain on sale revenue generation of our combined mortgage business. See below for our overview and discussion of segment results for the three and nine months ended September 30, 2021 and 2020. For additional discussion, see Note 12, Segments of the notes to the unaudited condensed consolidated financial statements of this Form 10-Q.

Direct to Consumer Results


	Three Months Ended September 30,						Nine Months Ended September 30,
($ in thousands)	2021			2020			2021			2020
Sold Loan Volume	$	49,556,034		$	53,548,777		$	163,496,557		$	132,016,371
Sold Loan Gain on Sale Margin	4.47		%	5.78		%	4.88		%	5.36		%
Revenue
Gain on sale	$	2,241,633		$	3,128,695		$	7,155,872		$	8,759,914
Interest income	77,112			53,764			188,269			152,087
Interest expense on funding facilities	(43,528)			(46,936)			(124,942)			(107,718)
Service fee income	333,653			271,254			967,993			776,117
Changes in fair value of MSRs	(341,361)			(392,688)			(556,201)			(1,985,545)
Other income	234,381			237,855			769,152			589,415
Total Revenue, net	$	2,501,890		$	3,251,944		$	8,400,143		$	8,184,270
Decrease (increase) in MSRs due to valuation assumptions (net of hedges)	47,514			126,977			(329,608)			1,193,442
Adjusted Revenue	$	2,549,404		$	3,378,921		$	8,070,535		$	9,377,712
Less: Directly Attributable Expenses (1)	927,897			930,227			2,808,340			2,611,044
Contribution Margin	$	1,621,507		$	2,448,694		$	5,262,195		$	6,766,668

(1) Direct expenses attributable to operating segments exclude corporate overhead, depreciation and amortization, and interest and amortization expense on non-funding debt.

For the three months ended September 30, 2021, Direct to Consumer Adjusted Revenue decreased $0.8 billion, or 24.5% to $2.5 billion from $3.4 billion for the three months ended September 30, 2020. The decrease was driven by a decline in Direct to Consumer gain on sale margins resulting in a decrease in Gain on sale revenue of $0.9 billion, or 28.4%, during the three months September 30, 2021. On a sold loan basis, the Direct to Consumer segment generated $49.6 billion in sold loan volume during the three months ended September 30, 2021, a decrease of $4.0 billion, or 7.5% as compared to the three months ended September 30, 2020. In addition, sold loan gain on sale margin was 4.47% during the three months ended September 30, 2021 as compared to 5.78% during the three months ended September 30, 2020, driven primarily by a compression in primary-secondary spreads which led to margin suppression during the three months ended September 30, 2021 as compared to the three months ended September 30, 2020.

For the three months ended September 30, 2021, Direct to Consumer Directly Attributable Expenses decreased $2.3 million, or 0.3%, to $927.9 million during the three months ended September 30, 2021 compared to $930.2 million during the three months ended September 30, 2020. The decrease was primarily due to a decrease in variable compensation and loan processing costs, offset by an increase in team members in production roles.

For the three months ended September 30, 2021, Direct to Consumer Contribution Margin decreased $0.8 billion, or 33.8%, to $1.6 billion, compared to $2.4 billion during the three months ended September 30, 2020. The decrease in Contribution Margin was driven primarily by the decrease in Direct to Consumer sold loan volume and gain on sale margins noted above.

For the nine months ended September 30, 2021, Direct to Consumer Adjusted Revenue decreased $1.3 billion, or 13.9% to $8.1 billion from $9.4 billion for the nine months ended September 30, 2020. The decrease was driven by a decline in Direct to Consumer sold loan gain on sale margins, partially offset by higher sold loan volumes. On a sold loan basis, the Direct to Consumer segment generated $163.5 billion in volume for the nine months ended September 30, 2021, an increase of $31.5 billion, or 23.8% as compared to the nine months ended September 30, 2020. In addition, sold loan gain on sale margin was 4.88% for the nine months ended September 30, 2021 as compared to 5.36% for the nine months ended September 30, 2020.

For the nine months ended September 30, 2021, Direct to Consumer Directly Attributable Expenses increased $0.2 billion, or 7.6%, to $2.8 billion, compared to $2.6 billion for the nine months ended September 30, 2020. The increase was primarily due to an increase in team members in production roles needed to support growth and an increase in higher marketing lead generation costs.

For the nine months ended September 30, 2021, Direct to Consumer Contribution Margin decreased $1.5 billion, or 22.2%, to $5.3 billion, compared to $6.8 billion for the nine months ended September 30, 2020. The decrease in Contribution Margin was driven primarily by a decrease in sold loan gain on sale margins.

Partner Network Results


	Three Months Ended September 30,						Nine Months Ended September 30,
($ in thousands)	2021			2020			2021			2020
Sold Loan Volume	$	37,665,745		$	29,568,576		$	108,514,309		$	68,632,837
Sold Loan Gain on Sale Margin	0.78		%	2.70		%	1.32		%	1.98		%
Revenue
Gain on sale	$	402,649		$	1,151,071		$	1,374,729		$	2,089,285
Interest income	51,815			25,691			121,097			77,638
Interest expense on funding facilities	(29,248)			(22,428)			(80,010)			(54,451)
Other income	31,301			47,858			82,306			107,328
Total Revenue, net	$	456,517		$	1,202,192		$	1,498,122		$	2,219,800
Decrease (increase) in MSRs due to valuation assumptions (net of hedges)	—			—			—			—
Adjusted Revenue	$	456,517		$	1,202,192		$	1,498,122		$	2,219,800
Less: Directly Attributable Expenses	176,246			141,214			532,087			372,337
Total Contribution Margin	$	280,271		$	1,060,978		$	966,035		$	1,847,463

For the three months ended September 30, 2021, Partner Network Adjusted Revenue decreased $745.7 million, or 62.0% to $456.5 million, from $1.2 billion for the three months ended September 30, 2020. The decrease was driven by lower Partner Network sold loan gain on sale margins, partially offset by higher sold loan volumes, resulting in a decrease in gain on sale revenue of $748.4 million, or 65.0%, for the three months ended September 30, 2021. On a sold loan basis, the Partner Network segment generated $37.7 billion in sold loan volume for the three months ended September 30, 2021, an increase of $8.1 billion, or 27.4% as compared to the three months ended September 30, 2020. In addition, sold loan gain on sale margin was 0.78% in 2021 as compared to 2.70% in 2020.

For the three months ended September 30, 2021, Partner Network Directly Attributable Expenses increased $35.0 million, or 24.8%, to $176.2 million in the three months ended September 30, 2021 compared to $141.2 million for the three months ended September 30, 2020. The increase was primarily due to an increase in team members in production roles needed to support growth.

For the three months ended September 30, 2021, Partner Network Contribution Margin decreased $780.7 million, or 73.6%, to $280.3 million in the three months ended September 30, 2021 compared to $1.1 billion for the three months ended September 30, 2020. The decrease in Contribution Margin was driven primarily by the decrease in Partner Network sold loan gain on sale margin noted above, partially offset by an increase in Partner Network sold loan volume.

For the nine months ended September 30, 2021, Partner Network Adjusted Revenue decreased $721.7 million, or 32.5% to $1.5 billion, from $2.2 billion for the nine months ended September 30, 2020. The decrease was driven by lower net rate lock gain on sale margin resulting in a decrease in gain on sale revenue of $714.6 million, or 34.2%, for the nine months ended September 30, 2021. On a sold loan basis, the Partner Network segment generated $108.5 billion in sold loan volume for the nine months ended September 30, 2021, an increase of $39.9 billion, or 58.1% as compared to the nine months ended September 30, 2020. In addition, sold loan gain on sale margin was 1.32% for the nine months ended September 30, 2021 as compared to 1.98% for the nine months ended September 30, 2020.

For the nine months ended September 30, 2021, Partner Network Directly Attributable Expenses increased $159.8 million, or 42.9%, to $532.1 million for the nine months ended September 30, 2021 compared to $372.3 million for the nine months ended September 30, 2020. The increase was primarily due to an increase in team members in production roles needed to support growth.

For the nine months ended September 30, 2021, Partner Network Contribution Margin decreased $881.4 million, or 47.7%, to $966.0 million for the nine months ended September 30, 2021 compared to $1.8 billion for the nine months ended September 30, 2020. The decrease in Contribution Margin was driven primarily by a decrease in net rate lock gain on sale margin and an increase in Partner Network Directly Attributable Expenses.

Liquidity and Capital Resources

Historically, our primary sources of liquidity have included:

• borrowings, including under our loan funding facilities and other secured and unsecured financing facilities;

• cash flow from our operations, including:

• sale of whole loans into the secondary market;

• sale of mortgage servicing rights into the secondary market;

• loan origination fees;

• servicing fee income; and

• interest income on loans held for sale; and

• cash and marketable securities on hand.

Historically, our primary uses of funds have included:

• origination of loans;

• payment of interest expense;

• prepayment of debt;

• payment of operating expenses; and

• distributions to RHI including those to fund distributions for payment of taxes by its ultimate shareholders.

We are also subject to contingencies which may have a significant impact on the use of our cash.

In order to originate and aggregate loans for sale into the secondary market, we use our own working capital and borrow or obtain money on a short-term basis primarily through committed and uncommitted loan funding facilities established with large global banks.

Our loan funding facilities are primarily in the form of master repurchase agreements. We also have loan funding facilities directly with the GSEs. Loans financed under these facilities are generally financed at approximately 97% to 99% of the principal balance of the loan (although certain types of loans are financed at lower percentages of the principal balance of the loan), which requires us to fund the balance from cash generated from operations. Once closed, the underlying residential mortgage loan that is held for sale is pledged as collateral for the borrowing or advance that was made under these loan funding facilities. In most cases, the loans will remain in one of the loan funding facilities for only a short time, generally less than one month, until the loans are pooled and sold. During the time the loans are held for sale, we earn interest income from the borrower on the underlying mortgage loan. This income is partially offset by the interest and fees we have to pay under the loan funding facilities.

When we sell a pool of loans in the secondary market, the proceeds received from the sale of the loans are used to pay back the amounts we owe on the loan funding facilities. We rely on the cash generated from the sale of loans to fund future loans and repay borrowings under our loan funding facilities. Delays or failures to sell loans in the secondary market could have an adverse effect on our liquidity position.

As discussed in Note 5, Borrowings, of the notes to the unaudited condensed consolidated financial statements included in this Form 10-Q, as of September 30, 2021, we had 19 different funding facilities in different amounts and with various maturities together with the Senior Notes. Furthermore, in October 2021, Rocket Mortgage closed a private offering of $1,150,000 2.875% Senior Notes and $850,000 4.000% Senior Notes. A portion of these proceeds were used to repurchase $948,015 of the 5.250% Senior Notes with an outstanding principal amount of $1,010,000 as of September 30, 2021. At September 30, 2021, the aggregate available amount under our facilities was $31.0 billion, with combined outstanding balances of $18.9 billion and unutilized capacity of $12.1 billion.

The amount of financing actually advanced on each individual loan under our loan funding facilities, as determined by agreed upon advance rates, may be less than the stated advance rate depending, in part, on the market value of the mortgage loans securing the financings. Each of our loan funding facilities allows the bank providing the funds to evaluate the market value of the loans that are serving as collateral for the borrowings or advances being made. If the bank determines that the value of the collateral has decreased, the bank can require us to provide additional collateral or reduce the amount outstanding with respect to those loans (e.g., initiate a margin call). Our inability or unwillingness to satisfy the request could result in the termination of the facilities and possible default under our other loan funding facilities. In addition, a large unanticipated margin call could have a material adverse effect on our liquidity.

The amount owed and outstanding on our loan funding facilities fluctuates significantly based on our origination volume, the amount of time it takes us to sell the loans it originates, and the amount of loans being self-funded with cash. We may from time to time use surplus cash to “buy-down” the effective interest rate of certain loan funding facilities or to self-fund a portion of our loan originations. As of September 30, 2021, $3.4 billion of our cash was used to buy-down our funding facilities and self-fund, $500.7 million of which are buy-down funds that are included in Cash and cash equivalents on the Condensed Consolidated Balance Sheets and an estimated $2.9 billion of which is discretionary self-funding that reduces Cash and cash equivalents on the Condensed Consolidated Balance Sheets. We have the ability to withdraw the $500.7 million at any time, unless a margin call has been made or a default has occurred under the relevant facilities. The Company has an estimated $2.9 billion of discretionary self-funded loans, of which a portion can be transferred to a warehouse line or the early buy out line, provided that such loans meet the eligibility criteria to be placed on such lines. The remaining portion will be funded in normal course over a short period of time, generally less than one month. In addition to the $2.9 billion of corporate cash used for discretionary self-funding of loans as of September 30, 2021, we had an additional $2.2 billion of cash on-hand, for a total of $5.1 billion of available cash.

Our loan funding facilities, early buy out facilities, MSRs facility and unsecured lines of credit also generally require us to comply with certain operating and financial covenants and the availability of funds under these facilities is subject to, among other conditions, our continued compliance with these covenants. These financial covenants include, but are not limited to, maintaining (1) a certain minimum tangible net worth, (2) minimum liquidity, (3) a maximum ratio of total liabilities or total debt to tangible net worth and (4) pre-tax net income requirements. A breach of these covenants can result in an event of default under these facilities and as such allows the lenders to pursue certain remedies. In addition, each of these facilities, as well as our unsecured lines of credit, includes cross default or cross acceleration provisions that could result in all facilities terminating if an event of default or acceleration of maturity occurs under any facility. We were in compliance with all covenants as of September 30, 2021 and 2020.

September 30, 2021 compared to September 30, 2020

Cash Flows

Our Cash and cash equivalents and Restricted cash were $2.4 billion at September 30, 2021, a decrease of $1.2 billion, or 33.4%, compared to $3.6 billion at September 30, 2020. The decrease was primarily driven by distributions made to Class A shareholders of the Company and to unit holders (members) of Holdings, partially offset by net increase from earnings.

Equity

Equity was $9.2 billion as of September 30, 2021, an increase of $2.8 billion, or 44.4%, as compared to $6.4 billion as of September 30, 2020. The change was primarily the result of net income of $8.0 billion and share-based compensation of $191.5 million. The increase was partially offset by distributions made to Class A shareholders of the Company and to unit holders (members) of Holdings.

Distributions

In addition to the $2.2 billion Special Dividend, we had $1.8 billion in tax distributions, for a total of $4.0 billion of distributions during the nine months ended September 30, 2021. During the nine months ended September 30, 2020, we had net transfers to the parent company of $3.8 billion. Except for tax distributions, these distributions are at the discretion of our board of directors.

Contractual Obligations, Commercial Commitments, and Other Contingencies

There were no material changes outside the ordinary course of business to our outstanding contractual obligations as of September 30, 2021 from information and amounts previously disclosed as of December 31, 2020 in our Annual Report on Form 10-K under the caption “Contractual Obligations, Commercial Commitments, and Other Contingencies”. Refer to Notes 5, Borrowings, and 10, Commitments, Contingencies and Guarantees, of the notes to the condensed consolidated financial statements for further discussion of contractual obligations, commercial commitments, and other contingencies, including legal contingencies.

New Accounting Pronouncements Not Yet Effective

See Note 1, Business, Basis of Presentation and Accounting Policies of the notes to the unaudited condensed consolidated financial statements for details of recently issued accounting pronouncements and their expected impact on our condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes to the Company's exposure to market risks since what was disclosed in the Company's December 31, 2020 Annual Report on Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Form 10-Q. Based on such evaluation, our CEO and CFO have concluded that as of September 30, 2021, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in our management’s evaluation pursuant to Rules 13a-15(d) and 15d-15(d) of the Exchange Act during the period covered by this Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Because of inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, we may from time to time be involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, matters currently pending or threatened against us are not expected to have a material adverse effect on our business, financial condition and results of operations.

Item 1A. Risk Factors

There are certain risks and uncertainties in our business that could cause our actual results to differ materially from those anticipated. In “Part I – Item 1A. – Risk Factors” of our 2020 Form 10-K, as filed with the U.S. Securities and Exchange Commission on March 24, 2021, and available at www.sec.gov or at www.rocketcompanies.com, we included a detailed discussion of our risk factors. Our risk factors have not changed significantly from those disclosed in our 2020 Form 10-K. These risk factors should be read carefully in connection with evaluating our business and in connection with the forward-looking statements and other information contained in this Quarterly Report on Form 10-Q. Any of the risks described in our 2020 Form 10-K could materially affect our business, condensed consolidated financial condition or future results and the actual outcome of matters as to which forward-looking statements are made. The risk factors described in our 2020 Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, also may materially adversely affect our business, condensed consolidated financial condition and/or future results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Share Repurchase Authorization

On November 10, 2020, our board of directors approved a share repurchase program of up to $1.0 billion of our Common Stock, including both Class A and Class D, which repurchases may be made, from time to time, in privately negotiated transactions or in the open market, in accordance with applicable securities laws (the “Share Repurchase Program”). The Share Repurchase Program will remain in effect for a two-year period. The Share Repurchase Program authorizes but does not obligate the Company to make any repurchases at any specific time. The timing and extent to which the Company repurchases its shares will depend upon, among other things, market conditions, share price, liquidity targets, regulatory requirements and other factors.

The following table shows the Share Repurchase Program activity during the three months ended September 30, 2021:


Period	Number of Shares Repurchased	Average Repurchase Price Per Share		Total Repurchase Amount
7/1/2021 to 7/31/2021	—	$	—	$	—
8/1/2021 to 8/31/2021	888,541	17.69		15,714,312
9/1/2021 to 9/30/2021	1,178,800	16.85		19,857,495
Total for the three months ended September 30, 2021	2,067,341	$	17.21	$	35,571,807

As of September 30, 2021 approximately $956.1 million remains available under the Share Repurchase Program.

Item 6. Exhibits


Exhibit Number						Description
3.1						Amended and Restated Certificate of Incorporation of Rocket Companies, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed on September 2, 2020)
3.2						Amended and Restated Bylaws of Rocket Companies, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q, filed on September 2, 2020)
10.1*						Nineteenth Amendment to Master Repurchase Agreement, dated August 25, 2021, by and among JPMorgan Chase Bank, N.A., as buyer and administrative agent for the buyers, the other Buyers from time to time party thereto, and Rocket Mortgage, LLC, as seller
10.2*						Amendment Number Five to Master Repurchase Agreement, dated September 16, 2021, by and among Morgan Stanley Bank, N.A., as buyer, Morgan Stanley Mortgage Capital Holdings LLC, as agent, and Rocket Mortgage, LLC (f/k/a Quicken Loans, LLC), as seller
10.3*						Amendment Number Two to Master Repurchase Agreement, dated September 24, 2021, by and between Citibank, N.A., as buyer, and Rocket Mortgage, LLC (f/k/a Quicken Loans, LLC), as seller
10.4*						Amendment No. 1 to Master Repurchase Agreement, dated as of September 24, 2021, by and between Barclays Bank PLC, as buyer, and Rocket Mortgage, LLC (formerly known as Quicken Loans, LLC) as seller
10.5*						Amendment Number Three to the Master Repurchase Agreement, date d as of September 4, 2019, between Rocket Mortgage, LLC (f/k/a Quicken Loans, LLC), as seller and Citibank, N.A., as Buyer
10.6*#						Fourth Amendment to Lease, dated as of December 30, 2020, by and between AGP One North Central Owner LLC, as landlord, and Quicken Loans, LLC, as tenant
10.7*#						Third Amendment to Amended and Restated Lease, dated as of July 16, 2021, by and between Webward LLC, as landlord, and Rocket Mortgage, LLC (f/k/a Quicken Loans, LLC), as tenant
31.1*						Certification of CEO, pursuant to SEC Rule 13a-14(a) and 15d-14(a)
31.2*						Certification of CFO, pursuant to SEC Rule 13a-14(a) and 15d-14(a)
32.1*						Certification by the CEO, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*						Certification by the CFO, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH						Inline XBRL Taxonomy Extension Schema Document
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*						Filed herewith.
#						Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Rocket Companies, Inc.

November 9, 2021

By:

/s/ Julie Booth

Date

Name: Julie Booth

Chief Financial Officer and Treasurer

(Principal Financial Officer)

Exhibit 10.1

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.

NINETEENTH AMENDMENT TO MASTER REPURCHASE AGREEMENT

Dated as of August 25, 2021

Between

ROCKET MORTGAGE, LLC, 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 eighteenth 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, the Sixth Amendment to Master Repurchase Agreement dated April 27, 2017, the Seventh Amendment to Master Repurchase Agreement dated October 12, 2017, the Eighth Amendment to Master Repurchase Agreement dated December 14, 2017, the Ninth Amendment to Master Repurchase Agreement dated January 25, 2018, the Tenth Amendment to Master Repurchase Agreement dated April 26, 2018, the Eleventh Amendment to Master Repurchase Agreement dated June 20, 2018, the Twelfth Amendment to Master Repurchase Agreement dated April 25, 2019, the Thirteenth Amendment to Master Repurchase Agreement dated June 22, 2019, the Fourteenth Amendment to Master Repurchase Agreement dated September 26, 2019, the Fifteenth Amendment to Master Repurchase Agreement dated December 16, 2019, the Sixteenth Amendment to Master Repurchase Agreement dated April 10, 2020, the Seventeenth Amendment to Master Repurchase Agreement dated April 15, 2020, and the Eighteenth Amendment to Master Repurchase Agreement dated July 16, 2021, the “Amended MRA”, and as amended hereby and as it may be supplemented, further amended or restated from time to time, the “MRA”) to amend the Jumbo Loan sublimit in the definition of Eligible Mortgage Loan, 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 here as there. The sole Section of this Amendment is numbered to correspond with the number of the Section of the Amended MRA amended hereby.

2. Definitions; Interpretation

A. Clause (xxi) of the definition of “Eligible Mortgage Loan” in Section 2(a) of the Amended MRA is amended to read as follows:

(xxi) 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 [***];

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

“Nineteenth Amendment to MRA” means the Nineteenth Amendment to Master Repurchase Agreement dated August 25, 2021, among 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., Administrative Agent
as Administrative Agent

By:/s/ Carolyn Johnson
Carolyn Johnson Authorized Officer
Authorized Officer

JPMORGAN CHASE BANK, N.A.,
as (the only) Buyer

By:/s/ Carolyn Johnson
Carolyn Johnson Authorized Officer
Authorized Officer


ROCKET MORTGAGE, LLC, Seller

By:/s/ Robert P Wilson
Robert Wilson
Treasurer

Counterpart signature page to Nineteenth Amendment to Master Repurchase Agreement

Exhibit 10.2

EXECUTION VERSION

AMENDMENT NUMBER FIVE

to the

MASTER REPURCHASE AGREEMENT

Dated as of October 17, 2019,

among

ROCKET MORTGAGE, LLC (f/k/a QUICKEN LOANS, LLC),

MORGAN STANLEY BANK. N.A.

and

MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC

This AMENDMENT NUMBER FIVE (this “Amendment Number Five”) is made this 16th day of September, 2021, among ROCKET MORTGAGE, LLC (f/k/a QUICKEN LOANS, LLC), a Michigan limited liability company, as seller (“Seller”), MORGAN STANLEY BANK, N.A., a national banking association, as buyer (“Buyer”), and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, as agent for Buyer (“Agent”), to the Master Repurchase Agreement, dated as of October 17, 2019, among Seller, Buyer and Agent, as such agreement may be further amended from time to time (the “Agreement”).

RECITALS

WHEREAS, Seller, Buyer and Agent have agreed to amend the Agreement, as more specifically set forth herein; and

WHEREAS, as of the date hereof, Seller represents to Buyer and Agent that Seller is in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the mutual covenants herein contained, the parties hereto hereby agree as follows:

Section 1.Amendments. Effective as of September 16, 2021 (the “Amendment Effective Date”),

(a)Section 2(a) of the Agreement is hereby amended by adding the following new definitions of “Exit Fee” immediately following the definition of “Excess Margin Notice:”

“Exit Fee” shall have the meaning assigned to such term in the Pricing Side Letter.

(b)Section 2(a) of the Agreement is hereby amended by amending the definition of LIBO Rate to read in its entirety as follows:

“LIBO Rate” shall mean with respect to each day in any period as to which interest payable hereunder is calculated:

(i) the rate of interest per annum determined for such day, which is equal to the greater of (a) [***] and (b) the offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) as reported on the display designated as “BBAM” “Page DG8 4a” on Bloomberg (or such other display as may replace “BBAM” “Page DG8 4a” on Bloomberg) (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as selected by Buyer (or Agent on behalf of Buyer) in good faith from time to time for purposes of providing quotations of interest rates applicable to U.S. dollar deposits in the London interbank market) for deposits in Dollars with a term equivalent to such period, determined as of approximately 11:00 a.m. (London time); or

(ii) if the rate referenced in the preceding subsection (i) is not available for such day, the greater of (a) [***] and (b) the rate per annum determined by Buyer (or Agent on behalf of Buyer) in good faith as the rate of interest at which deposits in Dollars for delivery on such day in same day funds in the approximate amount (x) with respect to the Committed Amount, of the Committed Amount, and (y) with respect to the Uncommitted Amount, of all outstanding Transactions in excess of the Committed Amount being entered into or continued by Buyer and with a term and amount comparable to such period and principal amount as would be offered by Buyer’s London Branch to major banks in the London interbank Dollar market at their request at approximately 11:00 a.m. (London time).

(c)Section 2(a) of the Agreement is hereby amended by amending the definition of Pricing Rate to read in its entirety as follows:

“Pricing Rate” shall as of any date of determination be equal to the sum of (a) the greater of (i) the Adjusted Index as of such date of determination, or (ii) [***] plus (b) the Applicable Margin; provided, that Pricing Rate shall be the applicable Post-Default Rate for any Transaction and on any other amount payable by Seller hereunder that shall not be paid in full when due (whether at stated maturity, by acceleration or by mandatory prepayment or otherwise) for the period from and including the due date thereof to but excluding the date the same is paid in full, provided further, that in no event shall such rate exceed the maximum rate permitted by law. The Pricing Rate is calculated on the basis of a 360 day year and the actual number of days elapsed between the Purchase Date and the Repurchase Date.

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(d)Section 2(a) of the Agreement is hereby amended by amending the definition of Repurchase Price to read in its entirety as follows:

“Repurchase Price” shall mean the price at which Purchased Loans are to be transferred from Buyer to Seller upon termination of a Transaction, which will be determined in each case (including Transactions terminable upon demand) as the sum of (a) the outstanding Purchase Price for such Purchased Loans, plus (b) the amount of unpaid Price Differential that has accrued with respect to such Purchased Loans, plus (c) the related Exit Fee.

Section 2.Defined Terms. Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Agreement.

Section 3.Effectiveness. This Amendment Number Five shall become effective as of the date that the Agent shall have received:

(a)counterparts hereof duly executed by each of the parties hereto, and

(b)counterparts of that certain Amendment Number Four to the Pricing Side Letter, dated as of the date hereof, duly executed by each of the parties thereto.

Section 4.Fees and Expenses. Seller agrees to pay to Buyer and Agent all reasonable, documented out of pocket costs and expenses incurred by Buyer or Agent in connection with this Amendment Number Five (including all reasonable fees and out of pocket costs and expenses of Buyer’s or Agent’s legal counsel) in accordance with Section 25 of the Agreement.

Section 5.Representations. Seller hereby represents to Buyer and Agent that as of the date hereof, Seller is in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document.

Section 6.Binding Effect; Governing Law. THIS AMENDMENT NUMBER FIVE SHALL BE BINDING AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS. THIS AMENDMENT NUMBER FIVE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN).

Section 7.Counterparts. This Amendment Number Five may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. The parties intend that faxed signatures, electronically imaged signatures such as .pdf files and electronic signatures shall constitute original signatures and are binding on all parties.

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Section 8.Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment Number Five need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.

[Signature Page Follows]

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IN WITNESS WHEREOF, Seller, Buyer and Agent have caused this Amendment Number Five to be executed and delivered by their duly authorized officers as of the Amendment Effective Date.

ROCKET MORTGAGE, LLC (f/k/a QUICKEN LOANS, LLC.)

(Seller)

By: /s/ Robert P Wilson

Name: Rob Wilson

Title: Treasurer

MORGAN STANLEY BANK, N.A.

(Buyer)

By: /s/ Darius Houseal

Name: Darius Houseal

Title: Authorized Signatory

MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC

(Agent)

By: /s/ Michael Calandra

Name: Michael Calandra

Title: Authorized Signatory

Amendment Number Five to Master Repurchase Agreement

Exhibit 10.3

EXECUTION VERSION

AMENDMENT NUMBER TWO

to the

MASTER REPURCHASE AGREEMENT

dated as of September 4, 2019,

between

ROCKET MORTGAGE, LLC (f/k/a QUICKEN LOANS, LLC), as Seller

and

CITIBANK, N.A., as Buyer

This AMENDMENT NUMBER TWO (this “Amendment Number Two”) is made this 24th day of September, 2021, between ROCKET MORTGAGE, LLC (f/k/a QUICKEN LOANS, LLC)(“Seller”) and CITIBANK, N.A. (“Buyer”), to the Master Repurchase Agreement, dated as of September 4, 2019, between Seller and Buyer, as such agreement may be further amended from time to time (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

RECITALS

WHEREAS, Buyer and Seller agree to amend the Agreement as more specifically set forth herein; and

WHEREAS, as of the date hereof, Seller represents to Buyer that Seller is in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document.

Section 1.Amendments. Effective as of the Amendment Effective Date, the Agreement is hereby amended as follows:

(a)Section 2(a) of the Agreement is hereby amended by deleting the definitions of “Post-Default Rate” and Pricing Rate” in their entirety and replacing them with the following, respectively (bold and stricken text added to evidence changes),

“Post-Default Rate” shall mean, in respect of the Repurchase Price for any Transaction or any other amount under this Agreement, or any other Program Document

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that is not paid when due to Buyer (whether at stated maturity, by acceleration or mandatory prepayment or otherwise), a rate per annum during the period from and including the due date to but excluding the date on which such amount is paid in full equal to 5.00% per annum, plus (a) the Pricing Rate otherwise applicable (which amount shall include the Applicable Margin), or (b) if no Pricing Rate is otherwise applicable, the sum of (i) the greater of (A) LIBORthe Benchmark and (B) [***] plus (ii) the highest amount specified under the definition of Applicable Margin.

“Pricing Rate” shall, as of any date of determination, be equal to (a) the sum of (i) the greater of (A) LIBORBenchmark and (B) [***], plus (ii) the Applicable Margin or (b) if applicable, the amount determined pursuant to Section 3(e) of this Agreement; provided, that Pricing Rate shall be the applicable Post-Default Rate for any Transaction and on any other amount payable by Seller hereunder that shall not be paid in full when due (whether at stated maturity, by acceleration or by mandatory prepayment or otherwise) for the period from and including the due date thereof to but excluding the date the same is paid in full, provided further, that in no event shall such rate exceed the maximum rate permitted by law. The Pricing Rate is calculated on the basis of a 360-day year and the actual number of days elapsed between the Purchase Date and the Repurchase Date.

(b)Section 2(a) of the Agreement is hereby amended by adding the following definitions of “Available Tenor”, “Benchmark”, “Benchmark Replacement”, “Benchmark Replacement Conforming Changes”, “Benchmark Transition Event”, “Daily Simple SOFR”, “Early Opt-in Effective Date”, “Early Opt-in Election”, “FCA”, “Floor” “IBA”, “Optional Repayment Date”, “Payment”, “Payment Notice”, “Relevant Governmental Body”, “SOFR”, “Term SOFR”, “Unintended Recipient”, and “USD LIBOR” in the appropriate alphabetical order:

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (y) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.

“Benchmark” means, initially, LIBOR; provided that if a replacement of the Benchmark has occurred pursuant to Section 3(e), then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof. Notwithstanding anything to the contrary herein, Buyer shall have the sole discretion to reset the Benchmark to the then quoted rate thereof on a daily basis.

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“Benchmark Replacement” means, for any Available Tenor:

(1) For purposes of clause (A) of Section 3(e), the first alternative set forth below that can be determined by Buyer:

(a) the sum of: (i) Term SOFR and (ii) [***] for an Available Tenor of one-month’s duration, [***]) for an Available Tenor of three-months’ duration, [***] for an Available Tenor of six-months’ duration and [***] for an Available Tenor of twelve-months’ duration; provided, that if the spread adjustment selected or recommended by the Relevant Governmental Body for the replacement of One-Month LIBOR with a SOFR-based rate having approximately the same length as the interest payment period specified in clause (i) hereof changes, such spread adjustment selected or recommended by the Relevant Governmental Body as of such date of determination shall be used for purposes of clause (ii) hereof; provided further, that if any Available Tenor of LIBOR does not correspond to an Available Tenor of Term SOFR, the Benchmark Replacement for such Available Tenor of LIBOR shall be the closest corresponding Available Tenor (based on tenor) for Term SOFR and if such Available Tenor of LIBOR corresponds equally to two Available Tenors of Term SOFR, the corresponding tenor of Term SOFR with the shorter duration shall be applied, or

(b) the sum of: (i) Daily Simple SOFR and (ii) the spread adjustment selected or recommended by the Relevant Governmental Body for the replacement of One-Month LIBOR with a SOFR-based rate having approximately the same length as the interest payment period specified in clause (a) of Section 3(e); and

(2) For purposes of clause (B) of Section 3(e), the sum of (a) the alternate benchmark rate and (b) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by Buyer as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for U.S. dollar- denominated syndicated or bilateral credit facilities at such time;

provided that, if the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to

be the Floor for the purposes of this Agreement and the other Program Documents.

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“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, the formula for calculating any successor rates identified pursuant to the definition of “Benchmark Replacement”, the formula, methodology or convention for applying the successor Floor to the successor Benchmark Replacement and other technical, administrative or operational matters) that Buyer decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by Buyer in a manner substantially consistent with market practice (or, if Buyer decides that adoption of any portion of such market practice is not administratively feasible or if Buyer determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as Buyer decides is reasonably necessary in connection with the administration of this Agreement and the other Program Documents).

“Benchmark Transition Event” means, with respect to any then-current Benchmark other than LIBOR, the occurrence of one or more of the following events: a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator of such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that (a) such administrator has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark or (b) all Available Tenors of such Benchmark are or will no longer be representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by Buyer in accordance with the conventions for this rate recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for bilateral business loans; provided, that if Buyer

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decides that any such convention is not administratively feasible for Buyer, then Buyer may establish another convention in its reasonable discretion.

“Early Opt-in Effective Date” means, with respect to any Early Opt-in Election, the eleventh (11th) Business Day after the date notice of such Early Opt-in Election is provided to Seller.

“Early Opt-in Election” means the occurrence of the following:

(1)a determination by Buyer that at least five currently outstanding U.S. dollar-denominated syndicated or bilateral credit facilities in the U.S. syndicated or bilateral loan market at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such credit facilities are identified in the notice to Seller described in clause (2) below and are publicly available for review), and

(2)the election by Buyer to trigger a fallback from LIBOR and the provision by Buyer of written notice of such election to Seller.

“FCA” shall have the meaning set forth in Section 3(e)(A).

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to LIBOR.

“IBA” shall have the meaning set forth in Section 3(e)(A).

“Optional Repayment Date” shall have the meaning set forth in Section 3(e)(G).

“Payment” shall have the meaning set forth in Section 45(a)(i).

“Payment Notice” shall have the meaning set forth in Section 45(b)(i).

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

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“SOFR” means a rate per annum equal to the secured overnight financing rate for such Business Day published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org (or any successor source for the secured overnight financing rate identified as such by the administrator of the secured overnight financing rate from time to time).

“Term SOFR” means, for the applicable corresponding tenor, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Unintended Recipient” shall have the meaning set forth in Section 45(a)(i).

“USD LIBOR” means the London interbank offered rate for U.S. dollars.

(c)Section 2(a) of the Agreement is hereby amended by deleting the definitions of “Scheduled Unavailability Date” and “Successor Rate” in their entirety.

(d)Section 3(e) of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

(e) Benchmark Replacement Setting; Benchmark Replacement.

Notwithstanding anything to the contrary herein or in any other Program Document (and any interest rate protection agreement shall be deemed not to be a “Program Document” for purposes of Section 3(e)):

(A)Replacing USD LIBOR. On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of USD LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-month, 3-month, 6-month and 12- month USD LIBOR tenor settings. On the earlier of (i) the date that all Available Tenors of USD LIBOR have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (ii) the Early Opt-in Effective Date, if the then-current Benchmark is LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Program Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Program Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

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If LIBOR has been replaced by a Benchmark Replacement pursuant to clause (A) of Section 3(e) and (i) the applicable Benchmark Replacement on the effectiveness of such replacement was a Benchmark Replacement other than the Benchmark Replacement provided for in clause (1)(a) of the definition of Benchmark Replacement, (ii) subsequently, the Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR and Seller requests that Buyer review the administrative feasibility of such recommended forward-looking term rate for purposes of this Agreement and (iii) following such request from Seller, Buyer determines (in its sole discretion) that such forward looking term rate is administratively feasible for Buyer, then Buyer may (in its sole discretion) provide Seller with written notice that from and after a date identified in such notice the rate determined in accordance with clause (1)(a) of the definition of “Benchmark Replacement” shall replace the then current Benchmark for all purposes hereunder; provided, however, that such forward looking term rate shall be deemed to be the forward looking term rate referenced in the definition of “Term SOFR” for all purposes hereunder or under any Program Document in respect of any Benchmark setting and any subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Program Document. For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all applicable provisions set forth in Section 3(e) shall apply with respect to such election of Buyer as completely as if such forward-looking term rate was initially determined in accordance with clause (1)(a) of the definition of “Benchmark Replacement”, including, without limitation, the provisions set forth in clauses (C) and (F) of Section 3(e).

(B)Replacing Future Benchmarks. Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Program Document in respect of any Benchmark setting at or after 5:00 p.m. on the tenth (10th) Business Day after the date notice of such Benchmark Replacement is provided to Seller without any amendment to this Agreement or any other Program Document, or further action or consent of Seller. At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, Seller may revoke any request for a borrowing of, conversion to or continuation of Transactions to be made, converted or continued that would bear interest by reference to such Benchmark until Seller’s receipt of notice from Buyer that a Benchmark Replacement has replaced such Benchmark.

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(C)Benchmark Replacement Conforming Changes. In connection with the implementation and administration of a Benchmark Replacement, Buyer will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Program Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

(D)Notices; Standards for Decisions and Determinations. Buyer will promptly notify Seller of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes (the “Rate Change Notice”). For the avoidance of doubt, any notice required to be delivered by Buyer as set forth in Section 3(e) may be provided, at the option of Buyer (in its sole discretion), in one or more notices and may be delivered together with, or as part of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by Buyer pursuant to Section 3(e), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to Section 3(e).

(E)Unavailability of Tenor of Benchmark. At any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBOR), then Buyer may remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (ii) Buyer may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings.

(F)Disclaimer. Buyer does not warrant or accept any responsibility for, and shall not have any liability with respect to (i) the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation any Benchmark Replacement implemented hereunder), (ii) the composition or characteristics of any Benchmark Replacement, including whether it is similar to, or produces the same value or economic equivalence to LIBOR (or any other Benchmark) or have the same volume or liquidity as did LIBOR (or any other Benchmark), (iii) any actions or use of its discretion or other decisions or determinations made with respect to any matters covered by Section 3(e) including, without limitation, whether or not a Benchmark Transition Event has occurred, the removal or lack thereof of unavailable or non-representative tenors, the implementation or lack thereof of any Benchmark Replacement Conforming Changes, the delivery or non-delivery of any notices required by clause (d) above or otherwise in accordance herewith, and (iv) the effect of any of the foregoing provisions of Section 3(e).

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(G)Seller Repayment. In the event that Seller determines that either the Benchmark Replacement or the Benchmark Replacement Conforming Changes are unacceptable, Seller shall provide notice of same to Buyer within seventy-five (75) days of receipt of the Rate Change Notice and Seller shall have the right to terminate this Agreement, on or prior to the date that is ninety (90) days following receipt of such Rate Change Notice (such date, the “Optional Repayment Date”), without the imposition of any form of penalty, breakage costs or exit fees. In the event that Seller elects to terminate this Agreement in accordance with the foregoing, it shall pay the outstanding Obligations, including all unpaid fees and expenses due to Buyer, on or prior to the Optional Repayment Date.

(e)The Agreement is hereby amended by re-designating Section 45 as Section 46 and inserting the following new Section 45 to read in its entirety as follows:

45. ERRONEOUS PAYMENTS

(a) (i) If Buyer notifies Seller, participant, assignee of any party hereto or other recipient that Buyer has determined in its sole discretion that any funds received by such recipient from Buyer or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such recipient (whether or not known to such recipient) (any such funds whether as a payment, prepayment or repayment of principal, interest, fees or other amounts; a distribution or otherwise; individually and collectively, a “Payment” and any such recipient, an “Unintended Recipient”) and demands the return of such Payment (or a portion thereof), such Unintended Recipient shall promptly, but in no event later than two (2) Business Days thereafter, return to Buyer the amount of any such Payment (or portion thereof) as to which such a demand was made, in immediately available funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Unintended Recipient to the date such amount is repaid to Buyer in immediately available funds at the greater of the Pricing Rate and a rate determined by Buyer in accordance with banking industry rules on interbank compensation from time to time in effect, providing in either case the rate shall not exceed the Post-Default Rate. Any Payment shall at all times remain the property of Buyer and shall be held in trust by the applicable Unintended Recipient for the benefit of Buyer until repaid to Buyer pursuant to this Section 45(a)(i).

(ii) To the extent permitted by applicable law, neither Seller nor any other party hereto (other than Buyer) shall assert any right or claim to a Payment, and hereby waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by Buyer for the

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return of any Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

(iii) A notice of Buyer to any Unintended Recipient under this clause (a) shall be conclusive, absent manifest error.

(b) If an Unintended Recipient receives a Payment from Buyer (or any of its Affiliates)

(i) that is in a different amount than, or on a different date from, that specified in a notice of payment or calculation statement sent by Buyer (or any of its Affiliates) with respect to such Payment (a “Payment Notice”),

(ii) that was not preceded or accompanied by a Payment Notice, or

(iii) that such Unintended Recipient otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) or any Payment is otherwise inconsistent with such recipient’s or market expectations,

in each case, an error shall be presumed to have been made with respect to such Payment absent written confirmation from Buyer to the contrary. Upon demand from Buyer, such Unintended Recipient shall promptly, but in no event later than two (2) Business Days thereafter, return to Buyer the amount of any such Payment (or portion thereof) as to which such a demand was made.

(c) Seller hereby agrees that the receipt by an Unintended Recipient of a Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed to such Unintended Recipient by Seller.

(d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 45 shall survive the termination of this Agreement, any assignment permitted hereunder, the payment in full of the Repurchase Price and/or the satisfaction and discharge of all Obligations (or any portion thereof) under any Program Document.

Section 2.Condition Precedent; Effectiveness. This Amendment shall become effective on the date on which Buyer shall have received and Seller shall have completed, or shall have caused to be completed the following conditions (such date, the “Amendment Effective Date”):

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(a) counterparts hereof duly executed by each of the parties hereto; and

(b) counterparts of that certain Amendment Number Five to the Pricing Side Letter, dated as of the date hereof, duly executed by each of the parties thereto;

Section 3.Fees and Expenses. Seller agrees to pay to Buyer all reasonable out of pocket costs and expenses incurred by Buyer in connection with this Amendment Number Two (including all reasonable fees and out of pocket costs and expenses of Buyer’s legal counsel) in accordance with Sections 23 and 25 of the Agreement.

Section 4.Representations. Seller hereby represents to Buyer that as of the date hereof, Seller is in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document.

Section 5.Binding Effect; Governing Law. This Amendment Number Two shall be binding and inure to the benefit of the parties hereto and their respective successors and permitted assigns. THIS AMENDMENT NUMBER TWO SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN).

Section 6.Counterparts. This Amendment Number Two 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 Number Two by signing any such counterpart. Each counterpart shall be deemed to be an original, and all counterparts shall constitute one and the same instrument. The parties agree this Amendment Number Two, any documents to be delivered pursuant to this Amendment Number Two and any notices hereunder may be transmitted between them by e-mail and/or by facsimile. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files and signatures executed using third party electronic signature capture service providers, which comply with the Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar state law based on the Uniform Electronic Transactions Act, shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested.

Section 7.Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment Number Two need not be made in the Agreement or any other instrument or document executed

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in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.

[Signature Page Follows]

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IN WITNESS WHEREOF, Seller and Buyer have caused this Amendment Number Two to be executed and delivered by their duly authorized officers as of the Amendment Effective Date.

ROCKET MORTGAGE, LLC,

(Seller)

By: /s/ Robert P Wilson

Name: Rob Wilson

Title: Treasurer

CITIBANK, N.A.

(Buyer)

By: /s/ Arunthathi Theivakumaran

Name: Arunthathi Theivakumaran

Title: Vice President

[Amendment Number Two to Master Repurchase Agreement (Citi-Rocket) (2021)]

Exhibit 10.4

Execution Version

AMENDMENT NO. 1 TO

MASTER REPURCHASE AGREEMENT

This Amendment No. 1 (this “Amendment”), dated as of September 24, 2021, amends that certain Master Repurchase Agreement, dated as of September 25, 2020 (as may be further amended, restated, supplemented, or otherwise modified from time to time, the “Repurchase Agreement”), between Barclays Bank PLC, as buyer (“Buyer”) and Rocket Mortgage, LLC (formerly known as Quicken Loans, LLC), as seller (“Seller”). Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in the Repurchase Agreement.

WHEREAS, Seller provided written notice to Buyer that, effective on or about July 31, 2021, the Seller shall change its legal name from “Quicken Loans, LLC”, a Michigan limited liability company to “Rocket Mortgage, LLC”, a Michigan limited liability company; and

WHEREAS, the parties hereto desire to amend the Repurchase Agreement as described below.

NOW, THEREFORE, pursuant to the provisions of the Repurchase Agreement concerning modification and amendment thereof, and in consideration of the amendments, agreements and other provisions herein contained and of certain other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by the parties hereto, it is hereby agreed between Buyer and Seller as follows:

Section 1.Amendments. Effective as of September 24, 2021, the Repurchase Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in Exhibit A hereto.

Section 2.Fees and Expenses. Seller agrees to pay to Buyer all fees and out of pocket expenses incurred by Buyer in connection with this Amendment, including, without limitation, the Upfront Commitment Fee (as defined in the Pricing Side Letter) and all reasonable fees and out of pocket costs and expenses of the legal counsel to Buyer incurred in connection with this Amendment, in accordance with Section 22(b) of the Repurchase Agreement.

Section 3.Effectiveness of Amendment. The parties hereto agree that this Amendment shall not be effective until the latest to occur of (a) the execution and delivery of (i) this Amendment by the parties hereto, (ii) the Amendment No. 1 to Master Repurchase Agreement Pricing Side Letter, dated as of September 24, 2021, between Buyer and Seller and

(iii) the Amendment No. 1 to Global Netting and Security Agreement, dated as of September 24, 2021, among Buyer, Barclays Capital Inc. and Seller and (b) the payment by Seller of the Upfront Commitment Fee in accordance with Section 2 of the Pricing Side Letter.

Section 4.Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Repurchase Agreement shall remain in full force and effect and all such provisions shall apply equally to the terms and conditions set forth herein. After this Amendment becomes effective, all references in the Repurchase Agreement (or in any other document relating to the Loans) to “this Agreement,” “hereof,” “herein” or words of similar effect referring to such Repurchase Agreement shall be deemed to be references to such Repurchase Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Repurchase Agreement other than as set forth herein.

Section 5.Successors and Assigns. This Amendment shall be binding upon the parties hereto and their respective successors and assigns.

Section 6.Section Headings. The various headings and sub-headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Repurchase Agreement or any provision hereof or thereof.

Section 7.Representations. In order to induce Buyer to execute and deliver this Amendment, Seller hereby represents to Buyer that as of the date hereof (i) it is in full compliance with all of the terms and conditions of the Program Documents and remains bound by the terms thereof and (ii) no Default or Event of Default has occurred and is continuing under the Program Documents.

Section 8.GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 9.Counterparts. This Amendment may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Amendment by signing and delivering one or more counterparts. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute

original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested. The parties agree that this Amendment, any addendum, exhibit or amendment hereto or any other document necessary for the consummation of the transactions contemplated by this Amendment may be accepted, executed or agreed to through the use of an electronic signature in accordance with E-Sign, UETA and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any secure third party electronic signature capture service with appropriate document access tracking, electronic signature tracking and document retention as may be reasonably chosen by a signatory hereto, including but not limited to DocuSign.

[Signature Pages to Follow]

IN WITNESS WHEREOF, each undersigned party has caused this Amendment to be duly executed by one of its officers thereunto duly authorized as of the date and year first above written.

BARCLAYS BANK PLC, as Buyer

By:/s/ Roland Bleu
Name: Roland Bleu
Title: Director

Signature Page to Amendment No. 1 to Barclays-Rocket Mortgage Master Repurchase Agreement

ROCKET MORTGAGE, LLC,
as Seller

By:/s/ Robert P Wilson
Name: Rob Wilson
Title: Treasurer

Signature Page to Amendment No. 1 to Barclays-Rocket Mortgage Master Repurchase Agreement

EXHIBIT A

EXECUTION VERSION

CONFORMED THROUGH AMENDMENT NO. 1,

DATED AS OF SEPTEMBER 24, 2021


MASTER REPURCHASE AGREEMENT Dated as of September 25, 2020 Between: BARCLAYS BANK PLC, as Buyer, and QUICKEN LOANSROCKET MORTGAGE, LLC as Seller

USActive 55140885

TABLE OF CONTENTS

1. APPLICABILITY 1

2. DEFINITIONS AND ACCOUNTING MATTERS 1

3. THE TRANSACTIONS 23

4. PAYMENTS; COMPUTATION 26

5. TAXES; TAX TREATMENT 27

6. MARGIN MAINTENANCE 29

7. INCOME PAYMENTS 29

8. SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT 30

9. CONDITIONS PRECEDENT 33

10. RELEASE OF PURCHASED ASSETS 37

11. RELIANCE 37

12. REPRESENTATIONS AND WARRANTIES 38

13. COVENANTS OF SELLER 42

14. REPURCHASE DATE PAYMENTS 48

15. REPURCHASE OF PURCHASED ASSETS 49

16. SUBSTITUTION 49

17. EVENTS OF DEFAULT 49

18. REMEDIES 52

19. DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE 55

20. NOTICES AND OTHER COMMUNICATIONS 55

21. USE OF EMPLOYEE PLAN ASSETS 57

22. INDEMNIFICATION AND EXPENSES. 57

23. WAIVER OF DEFICIENCY RIGHTS 58

24. REIMBURSEMENT 59

25. FURTHER ASSURANCES 59

26. TERMINATION 59

27. SEVERABILITY 59

28. BINDING EFFECT; GOVERNING LAW 59

29. AMENDMENTS 60

30. SUCCESSORS AND ASSIGNS 60

31. CAPTIONS 60

32. COUNTERPARTS 60

33. SUBMISSION TO JURISDICTION; WAIVERS 60

34. WAIVER OF JURY TRIAL 61

35. ACKNOWLEDGEMENTS 61

36. HYPOTHECATION OR PLEDGE OF PURCHASED ITEMS. 61


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37. ASSIGNMENTS. 62

38. SINGLE AGREEMENT 63

39. INTENT 63

40. CONFIDENTIALITY 64

41. SERVICING 66

42. PERIODIC DUE DILIGENCE REVIEW 68

43. SET-OFF 68

44. ENTIRE AGREEMENT 69

45. USA PATRIOT ACT; OFAC AND ANTI-TERRORISM 69

46. CONTRACTUAL RECOGNITION OF BAIL-IN 70

47. CONTRACTUAL RECOGNITION OF UK STAY IN RESOLUTION 70

48. NOTICE REGARDING CLIENT MONEY RULES. 70

SCHEDULES

SCHEDULE 1 Representations and Warranties re: Loans

SCHEDULE 2 Subsidiaries

SCHEDULE 12(c) Litigation

SCHEDULE 13(i) Related Party Transactions

EXHIBITS

EXHIBIT A Form of Quarterly Certification

EXHIBIT B Form of Instruction Letter

EXHIBIT C Buyer’s Wire Instructions

EXHIBIT D Form of Security Release Certification


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MASTER REPURCHASE AGREEMENT, dated as of September 25, 2020, between Rocket Mortgage, LLC (formerly known as Quicken Loans, LLC), a Michigan limited liability company (the “Seller”), and Barclays Bank PLC, a public limited company formed under the laws of England and Wales (“Buyer”).

1.APPLICABILITY

Buyer shall, with respect to the Committed Amount, and may agree to, with respect to the Uncommitted Amount, from time to time enter into transactions in which the Seller sells to Buyer Eligible Loans against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to sell to the Seller Purchased Assets by a date certain, against the transfer of funds by the Seller; provided, that the aggregate outstanding Purchase Price shall not exceed, as of any date of determination, the Maximum Aggregate Purchase Price. Each such transaction shall be referred to herein as a “Transaction”, and, unless otherwise agreed in writing, shall be governed by this Agreement.

2.DEFINITIONS AND ACCOUNTING MATTERS

(a)Defined Terms. As used herein, the following terms have the following meanings (all terms defined in this Section 2 or in other provisions of this Agreement in the singular to have the same meanings when used in the plural and vice versa):

“Ability to Repay Rule” shall mean 12 CFR 1026.43(c), or any successor rule or regulation, including all applicable official staff commentary.

“Accepted Servicing Practices” shall mean with respect to any Loan, those accepted mortgage servicing practices (including collection procedures) of prudent mortgage lending institutions which service mortgage loans, as applicable, of the same type as the Loans in the jurisdiction where the related Mortgaged Property is located, and which are in accordance with applicable Agency servicing practices and procedures for Agency mortgage backed securities pool mortgages, as defined in the Agency Guidelines including future updates.

“Account Bank” shall mean JPMorgan Chase Bank, N.A..

“Adjustable Rate Loan” shall mean a Loan which provides for the adjustment of the Mortgage Interest Rate payable in respect thereto.

“Adjusted Tangible Net Worth” shall mean, with respect to any Person at any date, the excess of the total assets over the total liabilities of such Person on such date, each to be determined in accordance with GAAP consistent with those applied in the preparation of the Seller’s financial statements less the sum of the following (without duplication): (a) the book value of all investments in non-consolidated subsidiaries, and (b) any other assets of the Seller and consolidated Subsidiaries that would be treated as intangibles under GAAP including, without limitation, goodwill, research and development costs, trademarks, trade names, copyrights, patents, rights to refunds and indemnification and unamortized debt discount and expenses. Notwithstanding the foregoing, servicing rights shall be included in the calculation of total assets.

“Adjustment Date” shall mean with respect to each Adjustable Rate Loan, the date set forth in the related Note on which the Mortgage Interest Rate on the Loan is adjusted in accordance with the terms of the Note.

“Affiliate” shall mean, with respect to any Person, any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person, and which shall include any Subsidiary of such Person. For purposes of this definition, “control” (together with the correlative meanings of “controlled by” and “under common control with”) means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.

“Agency” shall mean Fannie Mae, Ginnie Mae, or Freddie Mac or RHS, as the context may require.

“Agency Approval” shall have the meaning provided in Section 13(aa)14(aa).

“Agency Audit” shall mean any Agency, HUD, FHA, VA or RHS audits, examinations, evaluations, monitoring reviews and reports of its origination and servicing operations (including those prepared on a contract basis for any such Agency, HUD, FHA, VA or RHS).

“Agency Eligible Loan” shall mean a Loan that is (i) originated in compliance with the applicable Agency Guidelines (other than for exceptions to the Agency Guidelines provided by the applicable Agency to Seller and is eligible for sale to or securitization by (or guaranty of securitization by)) an Agency or (ii) (a) an FHA Loan; (b) a VA Loan; (c) an RHS Loan, or (d) otherwise eligible for inclusion in a Ginnie Mae mortgage-backed security pool.

“Agency Guidelines” shall mean the Ginnie Mae Guide, the Fannie Mae Guide and/or the Freddie Mac Guide, the FHA Regulations, the VA Regulations and/or the Rural Housing Service Regulations, as the context may require, in each case as such guidelines have been or may be amended, supplemented or otherwise modified from time to time by Ginnie Mae, Fannie Mae, Freddie Mac, FHA, VA or RHS, as applicable.

“Agency Security” shall mean a mortgage-backed security issued or guaranteed by an Agency.

“Agency-Required eNote Legend” means the legend or paragraph required by Fannie Mae or Freddie Mac, as applicable, to be set forth in the text of an eNote, which includes the provisions set forth on Exhibit A to the Custodial and Disbursement Agreement, as may be amended from time to time by Fannie Mae or Freddie Mac, as applicable.

“Agent” shall mean Barclays, as agent hereunder.

“Agreement” shall mean this Master Repurchase Agreement (including all exhibits, schedules and other addenda hereto or thereto), as supplemented by the Pricing Side Letter, as it may be amended, restated, further supplemented or otherwise modified from time to time.

“ALTA” shall mean the American Land Title Association.

“Anti-Money Laundering Laws” shall have the meaning provided in Section 12(ee)13(ee) hereof.

“Applicable Margin” shall have the meaning set forth in the Pricing Side Letter.

“Applicable Percentage” shall have the meaning assigned thereto in the Pricing Side Letter.

“Appraised Value” shall mean, with respect to any Loan, the lesser of (i) the value set forth on the appraisal made in connection with the origination of the related Loan as the value of the related Mortgaged Property, or (ii) the purchase price paid for the Mortgaged Property, provided, however, that in the case of a Loan the proceeds of which are not used for the purchase of the Mortgaged Property, such value shall be based solely on the appraisal made in connection with the origination of such Loan.

“Approvals” shall mean, with respect to the Seller, the approvals granted by the applicable Agency, FHA, VA, RHS or HUD, as applicable, designating the Seller as a Ginnie Mae-approved issuer, a Ginnie Mae-approved servicer, an FHA-approved mortgagee, a VA-approved lender, an RHS lender, an RHS servicer, a Fannie Mae-approved seller/servicer or a Freddie Mac-approved seller/servicer, as applicable, in good standing to the extent necessary for Seller to conduct its business in all material respects as it is then being conducted.

“Approved Title Insurance Company” shall mean a title insurance company as to which Buyer has not otherwise provided written notice to Seller that such title insurance company is not reasonably satisfactory to Buyer; provided, however, that Seller shall provide a list of Approved Title Insurance Companies at the reasonable request of Buyer.

“Asset Base” shall have the meaning assigned thereto in the Pricing Side Letter.

“Assignment and Acceptance” shall have the meaning provided in Section 37(a)38(a).

“Assignment of Mortgage” shall mean, with respect to any Mortgage, an assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the assignment of the Mortgage to Buyer.

“ATR Rules”: means the “ability to repay” rules specified in the federal Truth-in-Lending Act as amended pursuant to rulemaking authority provided under the federal Dodd-Frank Act which require lenders to make a reasonable, good-faith determination that a Mortgagor has an ability to repay the loan as determined by the following eight (8) underwriting factors: (i) current or reasonably expected income or assets (other than the value of the property that secures the loan) that the Mortgagor will rely on to repay the loan, (ii) current employment status (if the originator relies on employment income when assessing the Mortgagor’s ability to repay), (iii) monthly mortgage payment for the loan, (iv) monthly payment on any simultaneous loans secured by the same property, (v) monthly payments for property taxes and required insurance, and certain other costs related to the property such as homeowners association fees or ground rent, (vi) debts, alimony, and child-support obligations, (vii) monthly debt-to-income ratio or residual income, calculated using the total of all of the mortgage and nonmortgage obligations listed above, as a ratio of gross monthly income and (viii) credit history.

“Authoritative Copy” shall mean with respect to an eNote, the unique copy of such eNote that is within the Control of the Controller.

“Bail-In Action” means the exercise by the Bank of England (or any successor resolution authority) of any write-down or conversion power existing from time to time (including, without limitation, any power to amend or alter the maturity of eligible liabilities of an institution under resolution or amend the amount of interest payable under such eligible liabilities or the date on which interest becomes payable, including by suspending payment for a temporary period and together with any power to terminate and value transactions) under, and exercised in compliance with, any laws, regulations, rules

or requirements in effect in the United Kingdom relating to the transposition of the European Banking Recovery and Resolution Directive as amended from time to time, including but not limited to, the Banking Act 2009 as amended from time to time, and the instruments, rules and standards created thereunder, pursuant to which Buyer’s obligations (or those of Buyer’s affiliates) can be reduced (including to zero), canceled or converted into shares, other securities, or other obligations of Buyer or any other person.

“Bankruptcy Code” shall mean Title 11 of the United States Code, Section 101 et seq., as amended from time to time.

“Barclays” shall mean Barclays Bank PLC.

“Benchmark” shall mean, initially LIBOR Rate; provided that if a replacement has occurred pursuant to Section 8, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced the prior benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.

“Benchmark Replacement” shall mean:

(1)For purposes of Section 8(b), the first alternative set forth below that can be determined by the Agent:

(a)the sum of: (i) Term SOFR and (ii) a spread adjustment of [***] for a tenor of one month’s duration, provided however, that if the Relevant Governmental Body for the replacement of LIBOR Rate with a SOFR-based rate changes the aforementioned spread adjustment percentage, the parties shall consent to any changes to the spread adjustment percentage, or

(b) the sum of: (i) Daily Compounded SOFR and (ii) the spread adjustment selected or recommended by the Relevant Governmental Body for the replacement of LIBOR Rate with a SOFR-based rate; and

(2) For purposes of Section 8(c), the sum of (a) the alternate benchmark rate and (b) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Agent and the Buyer as the replacement for the relevant tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for U.S. dollar-denominated syndicated or bilateral credit facilities at such time;

provided that, if the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Program Documents.

“Benchmark Replacement Conforming Changes” shall mean, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of seller requests or repurchase, the applicability and length of lookback periods and other technical, administrative or operational matters) that the Agent decides may be

appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement).

“Benchmark Transition Event” shall mean, with respect to any then-current Benchmark other than LIBOR, the occurrence of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator of such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that (a) such administrator has ceased or will cease on a specified date to provide all applicable tenors of such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any applicable tenor of such Benchmark or (b) all applicable tenors of such Benchmark are or will no longer be representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored.

“Business Day” shall mean any day other than (i) a Saturday or Sunday, (ii) a day on which the New York Stock Exchange, the Federal Reserve Bank of New York, the Custodian’s offices, banking and savings and loan institutions in the State of New York, Michigan or Delaware, the City of New York or the State of California are required to be closed, or (iii) a day on which trading in securities on the New York Stock Exchange or any other major securities exchange in the United States is not conducted.

“Capital Lease Obligations” shall mean, for any Person, all obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) Property to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP, and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

“Cash Equivalents” shall mean (a) securities with maturities of ninety (90) days or less from the date of acquisition issued or fully guaranteed or insured by the United States Government or any agency thereof, (b) certificates of deposit and eurodollar time deposits with maturities of ninety (90) days or less from the date of acquisition and overnight bank deposits of any commercial bank having capital and surplus in excess of $500,000,000, (c) repurchase obligations of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than seven days with respect to securities issued or fully guaranteed or insured by the United States Government, (d) commercial paper of a domestic issuer rated at least A-1 or the equivalent thereof by Standard and Poor’s Ratings Group (“S&P”) or P-1 or the equivalent thereof by Moody’s Investors Service, Inc. (“Moody’s”) and in either case maturing within ninety (90) days after the day of acquisition, (e) securities with maturities of ninety (90) days or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s, (f) securities with maturities of ninety (90) days or less from the date of

acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (b) of this definition, (g) shares of money market mutual or similar funds, (h) [***] of the unencumbered marketable securities in Seller’s accounts (or the account of Seller’s Affiliates), or (i) the aggregate amount of unused capacity available (taking into account applicable haircuts) under committed and uncommitted mortgage loan and mortgage-backed securities warehouse and servicing and servicer advance facilities, or lines of credit collateralized by mortgage or mortgage servicing rights assets for which the seller or borrower thereunder has adequate eligible collateral pledged or to pledge thereunder, or under unsecured lines of credit available to Seller.

“CEMA Consolidated Note” shall mean the original executed consolidated promissory note or other evidence of the consolidated indebtedness of a mortgagor/borrower with respect to a CEMA Loan and a Consolidation, Extension and Modification Agreement.

“CEMA Loan” shall mean a Loan originated in connection with a refinancing subject to a Consolidation, Extension and Modification Agreement and with respect to which the related Mortgaged Property is located in the State of New York.

“Change of Control” shall mean, with respect to the Seller, the acquisition by any other Person, or two or more other Persons acting as a group, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended) of outstanding shares of voting stock of the Seller at any time if after giving effect to such acquisition Rocket Companies, Inc. ceases to own, directly or indirectly, at least [***] of the voting power of Seller’s outstanding equity interests.

“Closing Agent” shall mean, with respect to any Wet-Ink Transaction, an entity reasonably satisfactory to Buyer (which may be a title company or its agent, escrow company, attorney or other closing agent in accordance with local law and practice in the jurisdiction where the related Wet-Ink Loan is being originated) to which the proceeds of such Wet-Ink Transaction are to be wired pursuant to the instructions of Seller. Unless Buyer notifies Seller (electronically or in writing) that a Closing Agent is unsatisfactory, each Closing Agent utilized by Seller shall be deemed satisfactory; provided, that each of Title Source, Inc. and its Subsidiaries shall be deemed satisfactory to Buyer while it is an Affiliate of Seller and eligible to act as a closing agent under applicable Agency Guidelines, and provided further that Buyer shall instruct Custodian that no funds shall be transferred to the account of any Closing Agent after the date that is five (5) Business Days following the date that notice is delivered to Seller that such Closing Agent is unsatisfactory, and provided, further, that the Market Value shall be deemed to be zero with respect to each Loan, for so long as such Loan is a Wet-Ink Loan, as to which the proceeds of such Loan were wired to a Closing Agent with respect to which Buyer has notified Seller at least five (5) Business Days before funds are transferred to the account of such Closing Agent that such Closing Agent is not satisfactory.

“COBRA” shall have the meaning assigned thereto in Section 12(p) hereofClosing Date” shall mean September 25, 2020.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Collection Account” shall mean the following account at the Account Bank established by the Seller for the benefit of Buyer, “Quicken LoansRocket Mortgage, LLC as Trustee/Bailee for Barclays Bank PLC P&I account – [***]”.

“Collection Account Control Agreement” shall mean the blocked account control agreement dated as of September 25, 2020, among Buyer, the Seller and the Account Bank, in form and substance acceptable to Buyer to be entered into with respect to the Collection Account, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Committed Amount” shall have the meaning assigned thereto in the Pricing Side Letter.

“Confirmation” shall have the meaning assigned thereto in Section 3(a) hereof.

“Consolidation, Extension and Modification Agreement” shall mean the original executed consolidation, extension and modification agreement executed by a mortgagor/borrower in connection with a CEMA Loan.

“Contractual Obligation” shall mean as to any Person, any material provision of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound or any material provision of any security issued by such Person.

“Control” shall mean with respect to an eNote, the “control” of such eNote within the meaning of UETA and/or, as applicable, E-SIGN, which is established by reference to the MERS eRegistry and any party designated therein as the Controller.

“Control Failure” shall mean with respect to an eNote, (i) if the Controller status of the eNote shall not have been transferred to Buyer, (ii) Buyer shall otherwise not be designated as the Controller of such eNote in the MERS eRegistry, (iii) if the eVault shall have released the Authoritative Copy of an eNote in contravention of the requirements of the Custodial and Disbursement Agreement, or (iv) if the Custodian initiated any changes on the MERS eRegistry in contravention of the terms of the Custodial and Disbursement Agreement.

“Controller” shall mean with respect to an eNote, the party designated in the MERS eRegistry as the “Controller”, and who in such capacity shall be deemed to be “in control” or to be the “controller” of such eNote within the meaning of UETA or E-SIGN, as applicable.

“Cooperative Corporation” shall mean the cooperative apartment corporation that holds legal title to a Cooperative Project and grants occupancy rights to units therein to stockholders through Proprietary Leases or similar arrangements.

“Cooperative Loan” shall mean a Loan that is secured by a First Lien perfected security interest in Cooperative Shares and the related Proprietary Lease granting exclusive rights to occupy the related Cooperative Unit in the building owned by the related Cooperative Corporation.

“Cooperative Loan Documents” shall have the meaning assigned thereto in the Custodial and Disbursement Agreement.

“Cooperative Note” shall mean the original executed promissory note or other evidence of the indebtedness of a Mortgagor with respect to a Cooperative Loan.

“Cooperative Project” shall mean all real property owned by a Cooperative Corporation including the land, separate dwelling units and all common elements.

“Cooperative Shares” shall mean the shares of stock issued by a Cooperative Corporation and allocated to a Cooperative Unit and represented by a stock certificate.

“Cooperative Unit” shall mean a specific unit in a Cooperative Project.

“Costs” shall have the meaning provided in Section 22(a)23(a) hereof.

“COVID-19 Pandemic” means the global pandemic caused by the COVID-19 coronavirus, which commenced in December of 2019.

“COVID Responsive Change” means any change in applicable law, Agency Guidelines, Accepted Servicing Practices, or Underwriting Guidelines that occurs in response to the COVID-19 Pandemic, whether temporary or permanent, and including but not limited to the Coronavirus Aid, Relief, and Economic Security Act and responsive actions taken by any Agency or Governmental Authority relating thereto.

“Custodial and Disbursement Agreement” shall mean the Custodial and Disbursement Agreement, dated as of the date hereof, between the Seller, Buyer, Disbursement Agent and Custodian as the same shall be amended, restated, supplemented or otherwise modified and in effect from time to time.

“Custodial Loan Transmission” shall have the meaning assigned thereto in the Custodial and Disbursement Agreement.

“Custodian” shall mean Deutsche Bank National Trust Company, or its successors and permitted assigns, or such other custodian as may be mutually agreed to by Buyer and Seller.

“Custodial Loan Transmission” shall have the meaning assigned thereto in the Custodial and Disbursement Agreement.

“Daily Compounded SOFR” shall mean, for any day, SOFR, with interest accruing on a compounded daily basis, with the methodology and conventions for this rate (which will include compounding in arrears with a lookback) being established by the Agent in accordance with a methodology and the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Compounded SOFR” for syndicated or bilateral business loans; provided that, if the Agent decides that any such convention is not administratively feasible for the Agent, then the Agent may establish another convention in its reasonable discretion.

“Default” shall mean an Event of Default or any event that, with the giving of notice or the passage of time or both, would become an Event of Default.

“Delegatee” shall mean with respect to an eNote, the party designated in the MERS eRegistry as the “Delegatee” or “Delegatee for Transfers”, who in such capacity is authorized by the Controller to perform certain MERS eRegistry transactions on behalf of the Controller such as Transfers of Control and Transfers of Control and Location.

“Disbursement Agent” means Deutsche Bank National Trust Company and its successors and permitted assigns, or such other entity as mutually agreed upon by Buyer and Seller.

“Document Deficient Loan” shall mean any closed Loan for which the Custodian has not received a complete Mortgage File from the Seller.

“Dollars” or “$” shall mean lawful money of the United States of America.

“Due Date” shall mean the day of the month on which the Monthly Payment is due on a Loan, exclusive of any days of grace.

“Due Diligence Review” shall mean the performance by Buyer of any or all of the reviews permitted under Section 4243 hereof with respect to any or all of the Loans or the Seller or related parties, as desired by Buyer from time to time.

“Early Opt-in Effective Date” shall mean, with respect to any Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Buyer and Seller, so long as the Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Buyer and Seller, written notice of objection to such Early Opt-in Election from the Buyer.

“Early Opt-in Election” shall mean the occurrence of:

(1)(i) a determination by the Agent or (ii) a notification by the Buyer to the Agent (with a copy to the Seller) that the Buyer has determined that U.S. dollar-denominated syndicated or bilateral credit facilities being executed at such time, contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based on SOFR) as a benchmark rate, and

(2)(i) the election by the Agent or (ii) the election by the Buyer to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Agent of written notice of such election to the Seller and the Buyer or by the Buyer of written notice of such election to the Agent.

“eCommerce Laws” shall mean E-SIGN, UETA, any applicable state or local equivalent or similar laws and regulations, and any rules, regulations and guidelines promulgated under any of the foregoing.

“Economic and Trade Sanctions and Anti-Terrorism Laws” means any laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering, or bribery, all as amended, supplemented or replaced from time to time.

“Effective Date” shall mean the date upon which the conditions precedent set forth in Section 9(a)10(a) have been satisfied.

“Electronic Agent” shall mean MERSCORP Holdings, Inc., or its successor in interest or assigns.

“Electronic Record” shall mean with respect to an eMortgage Loan, the related eNote and all other documents comprising the Mortgage File electronically created and that are stored in an electronic format, if any.

“Electronic Security Failure” shall mean as such term is defined in the Custodial and Disbursement Agreement.

“Electronic Transmission” shall mean the delivery of information in an electronic format acceptable to the applicable recipient thereof. An Electronic Transmission shall be considered written notice for all purposes hereof (except when a request or notice by its terms requires execution).

“Eligible Loan” shall mean a Loan (i) as to which the representations and warranties in Section 12(t)13(t) and 12(u)13(u) and Schedule 1 of this Agreement are true and correct in all material respects, (ii) that was originated in all material respects in accordance with the applicable Underwriting Guidelines or Agency Guidelines and (iii) contains all required Loan Documents without Exceptions unless otherwise waived electronically or in writing by Buyer. Except as otherwise permitted in the Pricing Side Letter, no Loan shall be an Eligible Loan:

1. that Buyer determines, in its good faith, reasonable discretion is not eligible for sale in the secondary market or for securitization without unreasonable credit enhancement;

2. as to which the related Mortgage File has been released from the possession of the Custodian under Section 5 of the Custodial and Disbursement Agreement to the Seller or its bailee for a period in excess of ten (10) Business Days;

3. as to which the related Mortgage File has been released from the possession of the Custodian under Section 5(a) of the Custodial and Disbursement Agreement under any Transmittal Letter in excess of the longer of sixty (60) calendar days and the time period stated in such Transmittal Letter for release;

4. in respect of which (a) the related Mortgaged Property is the subject of a foreclosure proceeding or (b) the related Note has been extinguished under relevant state law in connection with a judgment of foreclosure or foreclosure sale or otherwise;

5. if (a) the related Note or the related Mortgage is not genuine or is not the legal, valid, binding and enforceable obligation of the maker thereof, subject to no right of rescission, set-off, counterclaim or defense, or (b) such Mortgage, is not a valid, subsisting, enforceable and perfected Lien on the Mortgaged Property;

6. in respect of which the related Mortgagor is the subject of a bankruptcy proceeding;

7. if such Loan is thirty (30) or more days past due;

8. if the Purchase Price of such Loan, when added to the aggregate outstanding Purchase Price of all Purchased Assets that are then subject to Transactions, exceedscauses the aggregate outstanding Purchase Price of all Purchased Assets that are then subject to a Transaction to exceed, as of any date of determination, the lesser of (a) the Maximum Aggregate Purchase Price and (b) the aggregate Asset Base of all Purchased Assets and all Eligible Loans proposed to be sold in such Transaction;

9. if such loanLoan is a Wet-Ink Loan and the Purchase Price of such Wet-Ink Loan when added to the aggregate outstanding Purchase Price of all other Wet-Ink Loans that are then subject to outstanding Transactions hereunder, exceeds at any time 50% of the Maximum Aggregate Purchase Price;

10. if such Loan is secured by real property improved by manufactured housing;

11. if such loanLoan is a FHA § 203(k) Loan or an RHS Loan and the Purchase Price of such FHA § 203(d) Loan or RHS Loan when added to the aggregate outstanding Purchase Price of all other FHA § 203(k) Loans and RHS Loans that are then subject to outstanding Transactions hereunder, exceeds at any time [***];

12. if such loanLoan is a CEMA Loan and the Purchase Price of such CEMA Loan when added to the aggregate outstanding Purchase Price of all other CEMA Loans that are then subject to outstanding Transactions hereunder, exceeds at any time [***];

13. such Loan is not an eMortgage Loan; or

14. if such Loan is a Jumbo Loan and the Purchase Price of such Jumbo Loan when added to the aggregate outstanding Purchase Price of all other Jumbo Loans that are then subject to outstanding Transactions hereunder, exceeds at any time [***] of the Maximum Aggregate Purchase Price;

15. if such Loan has exceeded its Maximum Age Since Origination; or

1116. that, is not a Document Deficient Loan (unless it is a Wet-Ink Loan).

“eMortgage Loan” shall mean a Loan with respect to which there is an eNote and as to which some or all of the other documents comprising the related Mortgage File may be created electronically and not by traditional paper documentation with a pen and ink signature.

“eNote” shall mean, with respect to any eMortgage Loan, the electronically created and stored Note that is a Transferable Record.

“EO13224” shall have the meaning provided in Section 12(dd)13(dd) hereof.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” shall mean any entity, whether or not incorporated, that is a member of any group of organizations described in Section 414(b) or (c) of the Code (or Section 414) (m) or (o) of the Code for purposes of Section 412 of the Code) of which the Seller is a member.

“Escrow Payments” shall mean, with respect to any Loan, the amounts constituting ground rents, taxes, assessments, water charges, sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges, and any other payments required to be escrowed by the Mortgagor with the Mortgagee pursuant to the terms of any Note or Mortgage or any other document.

“E-SIGN” shall mean the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq.

“eNote Replacement Failure” shall have the meaning set forth in the Custodial and Disbursement Agreement.

“eVault” shall have the meaning assigned to it in the Custodial and Disbursement Agreement.

“Event of Default” shall have the meaning provided in Section 1718 hereof.

“Exception” shall have the meaning assigned thereto in the Custodial and Disbursement Agreement.

“Exception Report” shall mean the report of Exceptions included as part of the Custodial Loan Transmission.

“Fannie Mae” shall mean Fannie Mae,the Federal National Mortgage Association or any successor thereto.

“Fannie Mae Guide” shall mean the Fannie Mae MBS Selling and Servicing Guide, as the samesuch guide may hereafter from time to time be amended.

“Fannie Mae Mortgage Loan” shall mean an Eligible Loan that is in compliance on the related Purchase Date with the eligibility requirements specified for the applicable Fannie Mae Program described in the Fannie Mae Guide.

“Fannie Mae Program” shall mean the Fannie Mae Guaranteed Mortgage-Backed Securities Programs, as described in the Fannie Mae Guide.

“FCA” shall mean the United Kingdom Financial Conduct Authority.

“FDIA” shall have the meaning provided in Section 39(c)40(c) hereof.

“FDICIA” shall have the meaning provided in Section 39(d)40(d) hereof.

“Federal Funds Rate” shall mean, for any day, the rate set forth in H.15 (519) for that day opposite the caption “Federal Funds (Effective)”. If on any day such rate is not yet published in H.15 (519), the rate for such day will be the Federal Funds Effective rate set forth in the Federal Funds Data for that day under the column “Daily”. If on any day the appropriate rate for such day is not yet published in either H.15 (519) or Federal Funds Data, the rate for such day will be the arithmetic mean of the rates for the last transaction in overnight U.S. Dollar Federal funds arranged by three leading brokers of U.S. Dollar Federal funds transactions in New York City selected jointly by Seller and Buyer prior to 9:00 a.m., Eastern time, on such day.

“FHA” shall mean the Federal Housing Administration, an agency within HUD, or any successor thereto and including the Federal Housing Commissioner and the Secretary of Housing and Urban Development where appropriate under the FHA Regulations.

“FHA §203(k) Loan” shall mean a closed-end first lien FHA Loan with the following characteristics:

(a) a portion of the proceeds of which will be used for the purpose of rehabilitating or repairing the related single family property;

(b) which satisfies the definition of “rehabilitation loan” under 24 C.F.R. 203.50(a); and

(c) the payment of which is insured by the FHA under the National Housing Act or with respect to which a commitment for such insurance has been issued by the FHA.

“FHA Act” shall mean the Federal Housing Administration Act.

“FHA Loan” shall mean a Loan that is eligible to be the subject of an FHA Mortgage Insurance Contract.

“FHA Mortgage Insurance” shall mean mortgage insurance authorized under Sections 203(b), 213, 221(d), 222, and 235 of the FHA Act and provided by the FHA.

“FHA Mortgage Insurance Contract” shall mean the contractual obligation of the FHA to insure a Loan.

“FHA Regulations” shall mean regulations promulgated by HUD under the Federal Housing Administration Act, codified in 24 Code of Federal Regulations, and other HUD issuances relating to FHA Loans, including the related handbooks, circulars, notices and mortgagee letters.

“Final Repurchase Date” shall mean any Repurchase Date on which the applicable Purchased Asset does not become subject to a Rollover Transaction.

“First Lien” shall mean with respect to each Mortgaged Property, the lien of the mortgage, deed of trust or other instrument securing a mortgage note which creates a first lien on the Mortgaged Property.

“Floor” shall have the meaning assigned thereto in the Pricing Side Letter.

“Foreign Buyer” shall have the meaning set forth in Section 5(c) hereof.

“Freddie Mac” shall mean Freddie Mac, or any successor thereto.the Federal Home Loan Mortgage Corporation, and its successors in interest.

“Freddie Mac Guide” shall meanmeans the Freddie Mac Single-Family Seller/ServicerSellers’ and Servicers’ Guide, as the samesuch guide may hereafter from time to time be amended.

“Freddie Mac Mortgage Loan” shall mean an Eligible Loan that is in compliance on the related Purchase Date with the eligibility requirements specified for the applicable Freddie Mac Program described in the Freddie Mac Guide.

“Freddie Mac Program” shall mean the Freddie Mac Home Mortgage Guarantor Program or the Freddie Mac FHA/VA Home Mortgage Guarantor Program, as described in the Freddie Mac Guide.

“GAAP” shall mean generally accepted accounting principles in effect from time to time in the United States of America.

“Ginnie Mae” shall mean the Government National Mortgage Association and its successors in interest, a wholly-owned corporate instrumentality of the government of the United States of America.

“Ginnie Mae Guide” shall mean the Ginnie Mae Mortgage-Backed Securities Guide I or II, as applicable, as the samesuch guide may hereafter from time to time be amended.

“Ginnie Mae Mortgage Loan” shall mean an Eligible Loan that is in compliance on the related Purchase Date with the eligibility requirements specified for the applicable Ginnie Mae Program in the applicable Ginnie Mae Guide.

“Ginnie Mae Program” shall mean the Ginnie Mae Mortgage-Backed Securities Programs, as described in the Ginnie Mae Guide.

“Ginnie Mae Security” means a modified pass-through mortgage-backed certificate guaranteed by Ginnie Mae, evidenced by a book-entry account in a depository institution having book-entry accounts at the Federal Reserve Bank of New York and backed by a pool of Ginnie Mae Mortgage Loans, in substantially the principal amount and with substantially the other terms as specified with respect to such Ginnie Mae Security in the related Takeout Commitment.

“Governmental Authority” shall mean with respect to any Person, any nation or government, any state or other political subdivision, agency or instrumentality thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over such Person, any of its Subsidiaries or any of its properties.

“Guarantee” shall mean, as to any Person, any obligation of such Person directly or indirectly guaranteeing any Indebtedness of any other Person or in any manner providing for the payment of any Indebtedness of any other Person or otherwise protecting the holder of such Indebtedness against loss (whether by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, or to take-or-pay or otherwise), provided that the term “Guarantee” shall not include (i) endorsements for collection or deposit in the ordinary course of business, or (ii) obligations to make servicing advances for delinquent taxes and insurance, or other obligations in respect of a Mortgaged Property. The amount of any Guarantee of a Person shall be deemed to be the amount of the corresponding liability shown on such Person’s consolidated balance sheet calculated in accordance with GAAP as determined by such Person in good faith. The terms “Guarantee” and “Guaranteed” used as verbs shall have correlative meanings.

“H.15 (519)” means the weekly statistical release designated as such at http://www.federalreserve.gov/releases/h15/update/default.htm, or any successor publication, published by the Board of Governors of the Federal Reserve System.

“HARP Loan” shall mean a Loan that is eligible (including pursuant to exceptions or variances provided to Seller) for sale to, or securitization by, Fannie Mae or Freddie Mac that are (a) refinance mortgage loans originated pursuant to Fannie Mae’s Home Affordable Refinance Program as announced in Fannie Mae Announcement SEL-2011-12, as set forth in subsequent Announcements, FAQs, Selling Guide updates and Servicing Guide updates issued by Fannie Mae in connection with such program (“HARP 2.0”), or (b) refinance mortgage loans originated pursuant to HARP 2.0 as it applies to the Refi Plus option applicable to “same servicers”, as amended by the applicable variances delivered by Fannie Mae to Quicken Loans,Rocket Mortgage or (c) refinance mortgage loans originated pursuant to Freddie Mac’s Home Affordable Refinance Program (as such program is amended, supplemented or otherwise modified, from time to time) and referred to by Freddie Mac as a “Relief Refinance Mortgage”.

“Hash Value” shall mean with respect to an eNote, the unique, tamper-evident digital signature of such eNote that is stored with MERS.

“Hedging Arrangement” means any forward sales contract, forward trade contract, interest rate swap agreement, interest rate cap agreement or other contract pursuant to which Seller has protected itself from the consequences of a loss in the value of a Loan or its portfolio of Loans because of changes in interest rates or in the market value of mortgage loan assets.

“High Cost Loan” shall mean a Loan (a) classified as a “high cost” loan under the Home Ownership and Equity Protection Act of 1994; (b) classified as a “high cost,” “threshold,” “covered,” or “predatory” loan under any other applicable state, federal or local law (or a similarly classified loan using different terminology under a law, regulation or ordinance imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees); or (c) having a percentage listed under the Indicative Loss Severity Column (the column that appears in the S&P Anti-Predatory Lending Law Update Table, included in the then-current S&P’s LEVELS® Glossary of Terms on Appendix E).

“HUD” shall mean the Department of Housing and Urban Development, or any federal agency or official thereof which may from time to time succeed to the functions thereof with regard to FHA Mortgage Insurance. The term “HUD,” for purposes of this Agreement, is also deemed to include subdivisions thereof such as the FHA and Ginnie Mae.

“IBA” shall mean the ICE Benchmark Administration.

“Income” shall mean, with respect to any Purchased Asset at any time until such Loan is repurchased by Seller in accordance with the terms of this Agreement, any principal and/or interest thereon and all dividends, sale proceeds (including, without limitation, any proceeds from the liquidation or securitization of such Purchased Asset or other disposition thereof) and other collections and distributions thereon (including, without limitation, any proceeds received in respect of mortgage insurance), but not including any commitment fees, origination fees and/or servicing fees accrued in respect of periods on or after the initial Purchase Date with respect to such Purchased Asset.

“Indebtedness” shall mean, for any Person: (a) obligations created, issued or incurred by such Person for borrowed money (whether by loan, the issuance and sale of debt securities or the sale of Property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such Property from such Person); (b) obligations of such Person to pay the deferred purchase or acquisition price of Property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business; (c) indebtedness of others secured by a Lien on the Property of such Person, whether or not the respective indebtedness so secured has been assumed by such Person; (d) obligations (contingent or otherwise) of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for account of such Person; (e) Capital Lease Obligations of such Person; (f) obligations of such Person under repurchase agreements or like arrangements; (g) indebtedness of others Guaranteed by such Person; (h) all obligations of such Person incurred in connection with the acquisition or carrying of fixed assets by such Person; (i) indebtedness of general partnerships of which such Person is a general partner; and (j) any other indebtedness of such Person evidenced by a note, bond, debenture or similar instrument, provided that, for purposes of this definition, the following shall not be included as “Indebtedness”: loan loss reserves, deferred taxes arising from capitalized excess service fees, operating leases, liabilities associated with Seller’s or its Subsidiaries’ securitized Home Equity Conversion

Mortgage (HECM) loan inventory where such securitization does not meet the GAAP criteria for sale treatment, obligations under Hedging Arrangements, obligations related to treasury management, brokerage or trading-related arrangements, or transactions for the sale and/or repurchase of Loans, or transactions related to the financing of recoverable servicing advances.

“Indemnified Party” shall have the meaning provided in Section 22(a)23(a) hereof.

“Instruction Letter” shall mean a letter agreement between the Seller and each Subservicer substantially in the form of Exhibit B attached hereto.

“Insured Closing Letter” shall mean, with respect to any Wet-Ink Loan that becomes subject to a Transaction, a letter of indemnification (which may be in the form of an insured closing letter, closing protection letter, or similar authorization letter) from an Approved Title Insurance Company, in any jurisdiction where such letters are permitted under applicable law and regulation, addressed to Seller or other applicable Qualified Originator, which is fully assignable to Buyer, with coverage that is customarily acceptable to Persons engaged in the origination of mortgage loans, identifying the Settlement Agent covered thereby, which may be in the form of a blanket letter.

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of April 4, 2012, by and among the Buyer, the Seller, One Reverse Mortgage, LLC, Credit Suisse First Boston Mortgage Capital LLC, UBS AG by and through its branch office at 1285 Avenue of the Americas, New York, New York, JP Morgan Chase Bank, National Association, Royal Bank of Canada, Bank of America, N.A., Citibank N.A., Morgan Stanley Bank, N.A., Jefferies Funding LLC, and Morgan Stanley Mortgage Capital Holdings LLC, as amended, as the same shall be further amended, restated, supplemented or otherwise modified and in effect from time to time, and, as the context requires, the Joint Account Control Agreement and the Joint Securities Account Control Agreement.

“Interest Period” shall mean (a) for the purpose of the calculation of the first Price Differential Payment Amount, the period commencing on the Closing Date and ending on the last calendar day of the month in which the Closing Date occurs and (b) for the purpose of the calculation of each subsequent Price Differential Payment Amount, the period commencing on the first calendar day of the month immediately preceding such date and ending on the last calendar day of the month immediately preceding such date.

“Investment Company Act” shall mean the Investment Company Act of 1940, as amended, including all rules and regulations promulgated thereunder.

“IRS” shall have the meaning set forth in Section 5(c) hereof.

“Joint Account Control Agreement” shall mean the Joint Account Control Agreement, dated as of April 4, 2012, among the Buyer, the Seller, One Reverse Mortgage, LLC, Credit Suisse First Boston Mortgage Capital LLC, UBS AG by and through its branch office at 1285 Avenue of the Americas, New York, New York, JP Morgan Chase Bank, National Association, Royal Bank of Canada, Bank of America, N.A., Citibank N.A., Morgan Stanley Bank, N.A., Morgan Stanley Mortgage Capital Holdings LLC, Jefferies Funding LLC, and Deutsche Bank National Trust Company, as paying agent, as amended, as the same shall be further amended, restated, supplemented or modified and in effect from time to time.

“Joint Securities Account Control Agreement” shall mean the Joint Securities Account Control Agreement, dated as of April 4, 2012, among the Buyer, the Seller, Credit Suisse First Boston Mortgage Capital LLC, UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York,

New York, JPMorgan Chase Bank, National Association, Royal Bank of Canada, Bank of America, N.A., Morgan Stanley Bank, N.A., Morgan Stanley Mortgage Capital Holdings LLC, Jefferies Funding LLC, One Reverse Mortgage, LLC, Citibank N.A., and Deutsche Bank National Trust Company, as securities intermediary, as amended, as the same shall be further amended, restated, supplemented or modified and in effect from time to time.

“Jumbo Loan” shall mean aan Eligible Loan that (i) has an original principal balance which exceeds Agency Guidelines for maximum general conventional loan amount, (ii) conforms with all requirements of the Underwriting Guidelines and (iii) has the benefit of the safe harbor from liability under the ATR Rules or a rebuttable presumption for such liability.

“Jumbo Loan Underwriting Guidelines” shall mean the written underwriting guidelines of Seller that govern the underwriting and program operations of each Jumbo Loan, which underwriting guidelines have been provided to Buyer and approved by Buyer prior to the applicable Purchase Date of any related Jumbo Loan, and any supplement, overlay, amendment or modification to such approved underwriting guidelines that have been approved by Buyer prior to the applicable Purchase Date of any related Jumbo Loan.

“LIBOR Rate” shall mean for any Interest Period:

(i) the rate of interest per annum, which is equal to the offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) as reported on the display designated as “US0001M Index” on Bloomberg (or such other display as may replace “US0001M Index” on Bloomberg) (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as selected by the Buyer in good faith from time to time for purposes of providing quotations of interest rates applicable to U.S. dollar deposits in the London interbank market) for deposits in Dollars with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period; or.

(ii) if the rate referenced in the preceding subsection (i) is not available, the rate per annum determined by Buyer shall be as provided in Section 3(e).

“Lien” shall mean any mortgage, lien, pledge, charge, security interest or similar encumbrance.

“Loan” shall mean a First Lien mortgage loan together with the Servicing Rights thereon, which the Custodian has been instructed to hold for Buyer pursuant to the Custodial and Disbursement Agreement, and which Loan includes, without limitation, (i) a Note, the related Mortgage and all other Loan Documents and (ii) all right, title and interest of the Seller in and to the Mortgaged Property covered by such Mortgage.

“Loan Documents” shall mean, with respect to a Loan, the documents comprising the Mortgage File for such Loan, including any Cooperative Loan Documents.

“Loan Schedule” shall mean a list in electronic format setting forth as to each Eligible Loan the fields mutually agreed to by Buyer and Seller, any other information reasonably required by Buyer and any other additional applicable information to be provided in the Loan Schedule pursuant to the Custodial and Disbursement Agreement.

“LoantoValue Ratio” or “LTV” shall mean with respect to any Loan, the ratio of the outstanding principal amount of such Loan at the time of origination to the Appraised Value of the related Mortgaged Property at origination of such Loan.

“Location” shall mean with respect to an eNote, the location of such eNote which is established by reference to the MERS eRegistry.

“Margin Call” shall have the meaning assigned thereto in Section 6(a) hereof.

“Margin Deficit” shall have the meaning assigned thereto in Section 6(a) hereof.

“Market Value” shall mean, with respect to any Purchased Asset as of any date of determination, the whole loan servicing released fair market value of such Purchased Asset on such date as determined in good faith by Buyer in its sole discretion, based on the pricing that Buyer (or an Affiliate thereof) uses for comparable mortgage loans and comparable mortgage loan sellers, taking into account such factors as Buyer deems appropriate, including, without limitation, the fair market value of any Agency Eligible Loans that may be sold in their entirety to an Agency or to other purchaser of Agency Eligible Loans under circumstances in which a seller is in default under the similar warehouse facilities and other available objective indications of value to the extent deemed by Buyer to be reliable and applicable to the related Purchased Asset and the Seller. Buyer’s good faith determination of Market Value will be conclusive and binding on the parties absent manifest error.

“Master Servicer Field” means, with respect to an eNote, the field entitled, “Master Servicer” in the MERS eRegistry.

“Material Adverse Effect” shall mean a material adverse change in Seller’s consolidated financial condition or business operations or Property, or other event which adversely affects the Seller’s ability to perform under the Program Documents to which it is a party or satisfy, in all material respects, its obligations, representations, warranties and covenants under the Program Documents to which it is a party, taken as a whole.

“Maturity Date” shall have the meaning assigned to such term in the Pricing Side Letter.

“Maximum Age Since Origination” shall have the meaning assigned thereto in the Pricing Side Letter.

“Maximum Aggregate Purchase Price” shall have the meaning assigned thereto in the Pricing Side Letter.

“Maximum Leverage Ratio” shall have the meaning assigned thereto in the Pricing Side Letter.

“MERS” shall mean Mortgage Electronic Registration Systems, Inc., a Delaware corporation, or any successor in interest thereto.

“MERS eDelivery” shall mean the transmission system operated by the Electronic Agent that is used to deliver eNotes, other Electronic Records and data from one MERS eRegistry member to another using a system-to-system interface and conforming to the standards of the MERS eRegistry.

“MERS eRegistry” shall mean the electronic registry operated by the Electronic Agent that acts as the legal system of record that identifies the Controller, Delegatee and Location of the Authoritative Copy of registered eNotes.

“MERS Identification Number” shall mean the number permanently assigned to each MERS Loan.

“MERS System” shall mean the mortgage electronic registry system operated by the Electronic Agent that tracks changes in Mortgage ownership, mortgage servicers and servicing rights ownership.

“MERS Loan” shall mean any Loan as to which the related Mortgage or Assignment of Mortgage has been recorded in the name of MERS, as agent for the holder from time to time of the Note.

“MERS System” shall mean the mortgage electronic registry system operated by the Electronic Agent that tracks changes in Mortgage ownership, mortgage servicers and servicing rights ownership.

“Minimum Adjusted Tangible Net Worth” shall have the meaning assigned to such term in the Pricing Side Letter.

“Minimum Liquidity Amount” shall have the meaning assigned to such term in the Pricing Side Letter.

“Modified Loan” shall mean an Eligible Loan that (a) is insured by the FHA or the RHS or guaranteed by the VA, (b) (1) was purchased out of a Ginnie Mae Security or from a third-party whole loan investor solely as a result of modifications to such Eligible Loan, or (2) was purchased out of a Ginnie Mae Security or from a third-party whole loan investor as a result of delinquent mortgage payments, but, without any loan modifications, subsequently became reperforming and (c) is a Ginnie Mae Mortgage Loan.

“Monthly Payment” shall mean the scheduled monthly payment of principal and interest on a Loan as adjusted in accordance with changes in the Mortgage Interest Rate pursuant to the provisions of the Note for an Adjustable Rate Loan.

“Mortgage” shall mean with respect to a Loan, the mortgage, deed of trust or other instrument, which creates a First Lien on the fee simple or leasehold estate in such real property, which secures the Note.

“Mortgage File” shall have the meaning assigned thereto in the Custodial and Disbursement Agreement.

“Mortgage Interest Rate” shall mean the annual rate of interest borne on a Note, which shall be adjusted from time to time with respect to Adjustable Rate Loans.

“Mortgaged Property” shall mean the real property (including all improvements, buildings and fixtures thereon and all additions, alterations and replacements made at any time with respect to the foregoing) securing repayment of the debt evidenced by a Note or, in the case of any Cooperative Loan, the Cooperative Shares and the Proprietary Lease.

“Mortgagee” shall mean the record holder of a Note secured by a Mortgage.

“Mortgagor” shall mean the obligor or obligors on a Note, including any person who has assumed or guaranteed the obligations of the obligor thereunder.

“Net Income” shall mean, for any period, the net income of the applicable Person for such period as determined in accordance with GAAP.

“Note” shall mean, with respect to any Loan, the related promissory note, together with all riders thereto and amendments thereof or other evidence of such indebtedness of the related Mortgagor. For the avoidance of doubt, with respect to any Loan which is a CEMA Loan, the “Note” with respect to such Loan shall be the CEMA Consolidated Note.

“Obligations” shall mean (a) the Seller’s obligation to pay the Repurchase Price on the Repurchase Date and other obligations and liabilities of the Seller to Buyer, its Affiliates, or the Custodian arising under, or in connection with, the Program Documents, whether now existing or hereafter arising; (b) any and all sums paid by Buyer or on behalf of Buyer pursuant to the Program Documents in order to preserve any Purchased Asset or its interest therein; (c) in the event of any proceeding for the collection or enforcement of the Seller’s indebtedness, obligations or liabilities referred to in clause (a), the reasonable out-of-pocket expenses of retaking, holding, collecting, preparing for sale, selling or otherwise disposing of or realizing on any Purchased Asset, or of any exercise by Buyer or any Affiliate of Buyer of its rights under the Program Documents, including without limitation, reasonable attorneys’ fees and disbursements and court costs; and (d) the Seller’s indemnity obligations to Buyer pursuant to the Program Documents.

“OFAC” shall have the meaning provided in Section 12(dd)13(dd) hereof.

“Other Taxes” shall mean any and all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes or any excise, sales, goods and services or transfer taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery, performance, assignment, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Program Document.

“Parent Company” means a corporation or other entity owning at least 50% of the outstanding shares of voting stock of Seller.

“Person” shall mean any individual, corporation, company, voluntary association, partnership, joint venture, limited liability company, trust, unincorporated association or government (or any agency, instrumentality or political subdivision thereof).

“Plan” shall mean any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), including any single-employer plan or multiemployer plan (as such terms are defined in Section 400(a)(15) and in Section 4001(a)(3) of ERISA, respectively), that is subject to Title IV of ERISA or Section 412 of the Code.

“PMI Policy” or “Primary Insurance Policy” shall mean a policy of primary mortgage guaranty insurance issued by a Qualified Insurer.

“Post-Default Rate” shall mean, in respect of the Repurchase Price for any Transaction or any other amount under this Agreement, or any other Program Document that is not paid when due to Buyer (whether at stated maturity, by acceleration or mandatory prepayment or otherwise), a rate per annum

during the period from and including the due date to but excluding the date on which such amount is paid in full equal to [***] per annum, plus the Pricing Rate otherwise applicable to such Loan.

“Price Differential” shall mean, with respect to each Transaction as of any date of determination, the aggregate amount obtained by daily application of the Pricing Rate (or during the continuation of an Event of Default, by daily application of the Post-Default Rate) for such Transaction to the Purchase Price for such Transaction on a 360dayperyear basis for the actual number of days elapsed during the period commencing on (and including) the Purchase Date and ending on (but excluding) the date of determination (reduced by any amount of such Price Differential in respect of such period previously paid by the Seller to Buyer with respect to such Transaction).

“Price Differential Payment Amount” shall have the meaning provided in Section 4(d)4(c) hereof.

“Pricing Rate” shall, as of any date of determination, be equal to the sum of (a) the greater of (i) (a) the applicable LIBOR Rate as of such date of determination or (b) the Benchmark Replacement pursuant to Section 8 hereof and (ii) [***] the Floor plus (b) the Applicable Margin. The Pricing Rate is calculated on the basis of a 360-day year and the actual number of days elapsed between the Purchase Date and the Repurchase Date.

“Pricing Side Letter” shall mean the most recently executed pricing side letter, between the Seller and Buyer referencing this Agreement and setting forth the pricing terms and certain additional terms with respect to this Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time, and the terms of which are incorporated herein as if fully set forth.

“Program Documents” shall mean this Agreement, the Custodial and Disbursement Agreement, any Servicing Agreement, the Pricing Side Letter, any Instruction Letter, the Intercreditor Agreement, the Joint Securities Account Control Agreement, the Joint Account Control Agreement, the Electronic Tracking Agreement, the Collection Account Control Agreement, and any other agreement entered into by the Seller, on the one hand, and Buyer and/or any of its Affiliates or Subsidiaries (or Custodian on its behalf) on the other, in connection herewith or therewith.

“Prohibited Person” shall have the meaning provided in Section 12(dd)13(dd) hereof.

“Property” shall mean any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“Proprietary Lease” shall mean a lease on (or occupancy agreement with respect to) a Cooperative Unit evidencing the possessory interest of the owner of the Cooperative Shares or Seller in such Cooperative Unit.

“Purchase Date” shall mean, with respect to each Transaction, the date on which Purchased Assets are sold by the Seller to Buyer hereunder.

“Purchase Price” shall mean the price at which Purchased Assets are transferred by the Seller to Buyer in a Transaction, which shall be equal to the product of (i) the Applicable Percentage and (ii) the lesser of (A) the outstanding principal amount of the related Purchased Assets and (B) the Market Value of the related Purchased Assets.

“Purchased Assets” shall mean any of the following assets sold by the Seller to Buyer in a Transaction on a servicing-released basis: the Loans purchased by Buyer on the related Purchase Date,

together with the related Servicing Records, the related Servicing Rights (which were sold by the Seller and purchased by Buyer on the related Purchase Date), and with respect to each Loan, Seller’s rights under any Insured Closing Letter, such other property, rights, titles or interest as are specified on a related Transaction Notice, and all instruments, chattel paper, and general intangibles comprising or relating to all of the foregoing. The term “Purchased Assets” with respect to any Transaction at any time shall also include Substitute Assets delivered pursuant to Section 1617 hereof.

“Purchased Items” shall have the meaning assigned thereto in Section 8(a)9(a) hereof.

“QM Rule” shall mean 12 CFR 1026.43(d) or (e), or any successor rule or regulation, including all applicable official staff commentary.

“Qualified Insurer” shall mean an insurance company duly qualified as such under the laws of each applicable state in which Mortgaged Property it insures is located, duly authorized and licensed in each such state to transact the applicable insurance business and to write the insurance provided, and approved as an insurer by Fannie Mae and Freddie Mac, if required, and which is approved by Buyer.

“Qualified Mortgage” shall mean a Loan that satisfies the criteria for a “qualified mortgage” as set forth in the QM Rule.

“Qualified Originator” shall mean an originator of Loans which is acceptable under the Agency Guidelines.

“Reacquired Assets” shall have the meaning assigned thereto in Section 1617.

“Recognition Agreement” shall mean, with respect to a Cooperative Loan, an agreement executed by a Cooperative Corporation which, among other things, acknowledges the lien of the Mortgage on the Mortgaged Property in question.

“Records” shall mean all instruments, agreements and other books, records, and reports and data generated by other media for the storage of information maintained by the Seller or any other person or entity with respect to a Purchased Asset. Records shall include, without limitation, the Notes, any Mortgages, the Mortgage Files, the Servicing File, and any other instruments necessary to document or service a Loan that is a Purchased Asset, including, without limitation, the complete payment and modification history of each Loan that is a Purchased Asset.

“Register” shall have the meaning provided in Section 37(d)38(d) hereof.

“Related Security” shall have the meaning assigned thereto in Section 8(a)9(a) hereof.

“Relevant Governmental Body” shall mean the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“Repurchase Date” shall mean the date on which the Seller is to repurchase the Purchased Assets subject to a Transaction from Buyer which shall be the earliest of (i) the 12th day of the month following the related Purchase Date (or if such date is not a Business Day, the following Business Day), (ii) the Termination Date, (iii) the date set forth in the applicable Confirmation, or (iv) any date determined by application of the provisions of Section 3(f) or Section 1819, or (v) at the conclusion of the Maximum Age Since Origination for any Eligible Loan purchased hereunder.

“Repurchase Price” shall mean the sum of (i) the price at which Purchased Assets are to be transferred from Buyer to the Seller upon termination of a Transaction, which will be determined in each case (including Transactions terminable upon demand) as the sum of the outstanding Purchase Price for such Purchased Assets and (ii) the outstanding Price Differential as of such date of determination.

“Requirement of Law” shall mean as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Required Delivery Item” shall have the meaning assigned thereto in Section 3(a) hereof.

“Required Delivery Time” shall have the meaning assigned thereto in Section 3(a) hereof.

“Required Purchase Time” shall have the meaning assigned thereto in Section 3(c) hereof.

“Required Recipient” shall have the meaning assigned thereto in Section 3(a) hereof.

“Rescission” shall mean the right of a Mortgagor to rescind the related Note and related documents pursuant to applicable law.

“Responsible Officer” shall mean, as to any Person, the chief executive officer, general counsel or, with respect to financial matters, the chief financial officer of such Person; provided, that in the event any such officer is unavailable at any time he or she is required to take any action hereunder, Responsible Officer shall mean any officer authorized to act on such matter.

“RHS Loan” shall mean a Loan originated in accordance with the Rural Housing Service Section 502 Single Family Housing Guaranteed Loan Program, which Loan is subject to a Rural Housing Service Guaranty commitment and eligible for delivery to an Agency for sale or inclusion in a mortgage backed securities loan pool.

“Rollover Transaction” shall have the meaning assigned thereto in Section 3(g) hereof.

“Rural Housing Service” or “RHS” shall mean the Rural Housing Service of the U.S. Department of Agriculture or any successor.

“Rural Housing Service Approved Lender” shall mean a lender which is approved by Rural Housing Service to act as a lender in connection with the origination of RHS Loans.

“Rural Housing Service Guaranty” shall mean with respect to a RHS Loan, the agreements evidencing the guaranty of such Loan by the Rural Housing Service.

“Rural Housing Service Regulations” shall mean the regulations, guidelines, instructions, policies and procedures adopted and implemented by the Rural Housing Service and applicable to (i) the origination and servicing of RHS Loans and (ii) the issuance and validity of Rural Housing Service Guaranties, in each case as such regulations, guidelines, instructions, policies and procedures may be revised or modified and in effect from time to time.

“Scheduled Unavailability Date” shall have the meaning assigned thereto in Section 3(e).

“Section 404 Notice” shall mean the notice required pursuant to Section 404 of the Helping Families Save Their Homes Act of 2009 (P.L. 111-22), which amends 15 U.S.C. Section 1641 et seq., to be delivered by a creditor that is an owner or an assignee of a Loan to the related Mortgagor within thirty (30) days after the date on which such Loan is sold or assigned to such creditor.

“Security” shall mean a fully-modified pass-through mortgage-backed security, including a participation certificate, that is (i) (a) guaranteed by Ginnie Mae or (b) issued by Fannie Mae or Freddie Mac and (ii) backed or collateralized by, or representing an interest in, a pool of Loans.

“Security Agreement” shall mean the specific security agreement creating a security interest on and pledge of the Cooperative Shares and the appurtenant Proprietary Lease securing a Cooperative Loan.

“Security Release Certification” shall mean a security release certification in substantially the form set forth in Exhibit D attached hereto.

“Seller Termination” shall have the meaning assigned thereto in Section 3(h) hereof.

“Servicer” shall mean the Seller in its capacity as servicer or master servicer of such Loans or such other servicer as mutually acceptable to Buyer and the Seller.

“Servicing Agent” shall mean with respect to an eNote, the field entitled, “Servicing Agent” in the MERS eRegistry.

“Servicing Agreement” shall have the meaning provided in Section 41(e)42(e) hereof.

“Servicing File” shall mean with respect to each Loan, the file retained by the Seller (in its capacity as Servicer) consisting of all documents that a prudent servicer would have, including copies of all documents necessary to service the Loans.

“Servicing Records” shall have the meaning assigned thereto in Section 41(b)42(b) hereof.

“Servicing Rights” shall mean contractual, possessory or other rights of the Seller or any other Person, whether arising under the Servicing Agreement, the Custodial and Disbursement Agreement or otherwise, to administer or service a Purchased Asset or to possess related Servicing Records.

“Servicing Transmission” shall mean a computer-readable magnetic or other electronic format transmission acceptable to the parties containing the information mutually agreed to by Buyer and Seller.

“Settlement Agent” means, with respect to any Transaction the subject of which is a Wet-Ink Loan, the entity approved by Buyer, in its sole good-faith discretion, which may be a title company, escrow company or attorney in accordance with local law and practice in the jurisdiction where the related Wet-Ink Loan is being originated.

“SOFR” shall mean a rate per annum equal to the secured overnight financing rate for such Business Day published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org (or any successor source for the secured overnight

financing rate identified as such by the administrator of the secured overnight financing rate from time to time).

“Subservicer” shall have the meaning provided in Section 41(e)42(e) hereof.

“Subservicer Field” means, with respect to an eNote, the field entitled “Subservicer” in the MERS eRegistry.

“Subsidiary” shall mean, with respect to any Person, any corporation, partnership or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“Substitute Assets” shall have the meaning assigned thereto in Section 1617.

“Successor Rate” shall have the meaning assigned thereto in Section 3(e).

“Successor Rate Conforming Changes”: shall mean with respect to any proposed Successor Rate, any spread adjustments or other conforming changes to the timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the commercially reasonable discretion of Buyer and consented to by the Seller (such consent not to be unreasonably withheld), to reflect the adoption of such Successor Rate and to permit the administration thereof by Buyer in a manner substantially consistent with market practice.

“Takeout Commitment” shall mean, with respect to any Loan, (i) a commitment issued by a Takeout Investor in favor of the Seller pursuant to which such Takeout Investor agrees to purchase such Loan or a Security at a specific price on a forward delivery basis, (ii) an assignable commitment (where available) issued by an Agency in favor of the Seller pursuant to which such Agency, as applicable, agrees to (a) purchase such Loan at a specific or formula price on a forward delivery basis or (b) swap, exchange or sell one or more identified Loans with an Agency for a Security, and (iii) an assignable commitment (where available) issued by a Takeout Investor in favor of the Seller pursuant to which the Takeout Investor, as applicable, agrees to purchase a Security from Seller.

“Takeout Investor” shall mean a third party which has agreed to purchase Loans or Securities pursuant to a Takeout Commitment.

“Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR” shall mean the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Termination Date” shall mean the earliest of (i) the Maturity Date, (ii) a Seller Termination, (iii) at the option of Buyer, the date determined by application of Section 1819, or (iv) such date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law.

“Transaction” shall have the meaning assigned thereto in Section 1.

“Transaction Notice” shall mean a written or electronic request by the Seller delivered to Buyer to enter into a Transaction hereunder, which may be delivered electronically in the form of a Loan Schedule.

“Transfer” shall have the meaning provided in Section 13(m)14(m) hereof.

“Transfer of Control” shall mean with respect to an eNote, a MERS eRegistry transfer transaction used to request a change to the current Controller of such eNote.

“Transfer of Control and Location” shall mean with respect to an eNote, a MERS eRegistry transfer transaction used to request a change to the current Controller and Location of such eNote.

“Transfer of Location” shall mean with respect to an eNote, a MERS eRegistry transfer transaction used to request a change to the current Location of such eNote.

“Transfer of Servicing” means, with respect to an eNote, a MERS eRegistry transfer transaction used to request a change to the current Master Servicer Field or Subservicer Field of such eNote.

“Transferable Record” shall mean an Electronic Record under E-SIGN and UETA that (i) would be a note under the Uniform Commercial Code if the Electronic Record were in writing, (ii) the issuer of the Electronic Record has expressly agreed is a “transferable record”, and (iii) for purposes of E-SIGN, relates to a loan secured by real property.

“Trust Receipt” shall have the meaning provided in the Custodial and Disbursement Agreement.

“UETA” shall mean the Official Text of the Uniform Electronic Transactions Act as approved by the National Conference of Commissioners on Uniform State Laws at its Annual Conference on July 29, 1999.

“Unauthorized Master Servicer or Subservicer Modification” means, with respect to an eNote, an unauthorized Transfer of Location, an unauthorized Transfer of Servicing or an unauthorized change in any other information, status or data, including, without limitation, a change of the Master Servicer Field or Subservicer Field with respect to such eNote on the MERS eRegistry, initiated by the Seller, any Servicer or a vendor of either of them, in each case in contravention of the terms of this Agreement; provided that the Location status of such eNote may be transferred pursuant to (i) a Bailee Letter, (ii) a Request for Release of Documents or (iii) Agent’s written request or instruction.

“Uncommitted Amount” shall have the meaning assigned thereto in the Pricing Side Letter.

“Underwriting Guidelines” shall mean any underwriting guidelines (in addition to the Agency Guidelines or the Jumbo Loan Underwriting Guidelines, as applicable) of the Seller applicable to the Loans, in effect as of the date of this Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect on the date hereof in the State of New York; provided that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the security interest in any Purchased Items is governed by

the Uniform Commercial Code as in effect in a jurisdiction other than New York, “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection.

“Upfront Commitment Fee” shall have the meaning set forth in the Pricing Side Letter.

“USC” shall mean the United States Code, as amended.

“VA” shall mean the U.S. Department of Veterans Affairs, an agency of the United States of America, or any successor thereto including the Secretary of Veterans Affairs.

“VA Loan” a Loan that is eligible to be the subject of a VA Loan Guaranty Agreement as evidenced by a VA Loan Guaranty Agreement.

“VA Loan Guaranty Agreement” shall mean the obligation of the United States to pay a specific percentage of a Loan (subject to a maximum amount) upon default of the Mortgagor pursuant to the Serviceman’s Readjustment Act, as amended.

“Wet AgedWet-Aged Report” shall have the meaning assigned thereto in Section 3(a)(ii) hereof.

“Wet-Ink Loan” shall mean a Loan that is closed in part, either directly or indirectly, with the Purchase Price paid by Buyer for such Loan and for which Custodian has not yet received a complete Mortgage File. A Loan shall cease to be a Wet-Ink Loan on the date on which Buyer has received a Loan Schedule and Exception Report from Custodian with respect to such Loan confirming that Custodian has physical possession of the related Mortgage File (as defined in the Custodial and Disbursement Agreement) and that there are no Exceptions (as defined in the Custodial and Disbursement Agreement) with respect to such Loan.

“Wet-Ink Transaction” shall mean a Transaction in which a Wet-Ink Loan is the Purchased Asset. A Wet-Ink Transaction shall cease to be a Wet-Ink Transaction on the date that the underlying Wet-Ink Loan ceases to be a Wet-Ink Loan (in accordance with the definition thereof).

(b)Accounting Terms and Determinations. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements, certificates, and reports as to financial matters required to be delivered to Buyer hereunder shall be prepared, in accordance with GAAP.

(c)Interpretation. The following rules of this subsection (c) apply unless the context requires otherwise. A gender includes all genders. Where a word or phrase is defined, its other grammatical forms have a corresponding meaning. A reference to a subsection, Section, Annex or Exhibit is, unless otherwise specified, a reference to a Section of, or annex or exhibit to, this Agreement. A reference to a party to this Agreement or another agreement or document includes the party’s successors and permitted substitutes or assigns. A reference to an agreement or document (including any Program Document) is to the agreement or document as amended, modified, novated, supplemented or replaced, except to the extent prohibited thereby or by any Program Document and in effect from time to time in accordance with the terms thereof. A reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under

it. A reference to writing includes a facsimile transmission, electronic mail and any means of reproducing words in a tangible and visible form. A reference to conduct includes, without limitation, an omission, statement or undertaking, whether or not in writing. The words “hereof”, “herein”, “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “including” is not limiting and means “including without limitation”. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”.

A reference to a document includes an agreement (as so defined) in writing or a certificate, notice, instrument or document, or any information recorded in computer disk form.

This Agreement is the result of negotiations between, and has been reviewed by counsel to, Buyer and the Seller, and is the product of all parties. In the interpretation of this Agreement, no rule of construction shall apply to disadvantage one party on the ground that such party proposed or was involved in the preparation of any particular provision of this Agreement or this Agreement itself. Except where otherwise expressly stated, Buyer may give or withhold, or give conditionally, approvals and consents and may form opinions and make determinations at its absolute discretion. Any requirement of discretion or judgment by Buyer shall not be construed to require Buyer to request or await receipt of information or documentation not immediately available from or with respect to the Seller, a servicer of the Purchased Assets, any other Person or the Purchased Assets themselves.

3.THE TRANSACTIONS

(a)Subject to the terms and conditions of the Program Documents, Buyer shall, with respect to the Committed Amount, and may in its sole discretion, with respect to the Uncommitted Amount, from time to time, enter into Transactions with an aggregate Purchase Price for all Purchased Assets acquired by Buyer and subject to outstanding Transactions at any one time not to exceed the Maximum Aggregate Purchase Price. Notwithstanding anything contained herein to the contrary, Buyer shall have the obligation to enter into Transactions with an aggregate outstanding Purchase Price of up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount; provided that Buyer shall provide Seller with at least ten (10) Business Days’ prior written notice before exercising its discretion to cease entering into Transactions with Seller for all or any portion of the Uncommitted Amount. Unless otherwise agreed to between Buyer and the Seller in writing, all purchases of Eligible Loans subject to outstanding Transactions at any one time shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up the Uncommitted Amount. Buyer shall not have the right, however, to terminate any Transactions with respect to the Uncommitted Amount after the Purchase Date until the related Repurchase Date. Unless otherwise agreed, with respect to any Loan other than a Wet-Ink Loan, the Seller shall request that Buyer enter into a Transaction with respect to any Purchased Asset by delivering to the indicated required parties (each, a “Required Recipient”) the required delivery items (each, a “Required Delivery Item”) set forth in the table below by the corresponding required delivery time (the “Required Delivery Time”):

Purchased Asset Type

Required Delivery Items

Required Delivery Time

Required Recipient

Required Purchase Time

Eligible Loans

(i) a Transaction Notice, appropriately completed, and (ii) a Loan Schedule

No later than 11:00 a.m. (Eastern Time) on the Business Day of the requested Purchase Date

Buyer

No later than 4:30 p.m. (Eastern Time) on the requested Purchase Date

(i) a Loan Schedule and (ii) the Mortgage File for each Loan proposed to be included in such Transaction

No later than 2:00 p.m. (Eastern Time) on the Business Day of the requested Purchase Date

Custodian

In addition to the foregoing, with respect to each eNote the Seller shall cause (on or prior to 11:00 a.m. (Eastern time) on the requested Purchase Date), (i) the Authoritative Copy of the related eNote to be delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to be transferred to Agent, (iii) the Location status of the related eNote to be transferred to Custodian, and (iv) the Delegatee status of the related eNote to be transferred to Custodian, in each case using MERS eDelivery and the MERS eRegistry.

Each Transaction Notice shall include a Loan Schedule. Buyer will confirm the terms of such Transaction, including the proposed Purchase Date, Purchase Price and Pricing Rate, by sending to the Seller, in electronic or other format, a “Confirmation”, no later than 12:30 p.m. on the requested Purchase Date, which will be confirmed electronically (by email or otherwise) by Seller prior to Buyer entering into such Transaction. Any such Transaction Notice and the related Confirmation, together with this Agreement, shall constitute conclusive evidence, absent manifest error, of the terms agreed to between Buyer and the Seller with respect to the Transaction to which the Transaction Notice and Confirmation, if any, relates. By entering in to a Transaction with Buyer, the Seller consents to the terms set forth in any related Confirmation.

(b)Pursuant to the Custodial and Disbursement Agreement, the Custodian shall review the applicable documents in the applicable Mortgage Files delivered prior to 2:00 p.m. (Eastern Time) by the Seller on any Business Day on the same day. Not later than 3:00 p.m. (Eastern Time) on each Business Day, the Custodian shall deliver to Buyer, via Electronic Transmission acceptable to Buyer, the Custodial Loan Transmission showing the status of all Loans then held by the Custodian, including but not limited to an Exception Report showing all Loans which are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 5(a) or 7(a) of the Custodial and Disbursement Agreement. In addition, in accordance with the Custodial and Disbursement Agreement the Custodian shall deliver to Buyer upon the initial Transaction, a Trust Receipt with a Custodial Loan Transmission attached thereto. Each Custodial Loan Transmission subsequently delivered by the Custodian to Buyer shall supersede and cancel the Custodial Loan Transmission previously delivered by the Custodian to Buyer under the Custodial and Disbursement Agreement, and shall replace the Custodial Loan Transmission that is then appended to the Trust Receipt and shall

control and be binding upon Buyer, Seller, and the Custodian. The Trust Receipt shall be delivered in accordance with the terms of the Custodial and Disbursement Agreement.

(c)Upon the Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall with respect to the Committed Amount and may, with respect to the Uncommitted Amount, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a)10(a) and 9(b)10(b) have been met, and provided no Default shall have occurred and be continuing, not later than the required time on the requested Purchase Date set forth in the table above (the “Required Purchase Time”) purchase the Eligible Loans included in the related Transaction Notice by transferring, via wire transfer (pursuant to wire transfer instructions provided by the Seller on or prior to such Purchase Date) in immediately available funds, the Purchase Price. The Seller acknowledges and agrees that the Purchase Price paid in connection with any Purchased Asset that is purchased in any Transaction includes a premium allocable to the portion of such Purchased Asset that constitutes the related Servicing Rights. The Servicing Rights and other servicing provisions under this Agreement are not severable from or to be separated from the Purchased Assets under this Agreement, and such Servicing Rights and other servicing provisions of this Agreement constitute (a) “related terms” under this Agreement within the meaning of section 101(47)(A)(i) of the Bankruptcy Code and/or (b) a security agreement or other arrangement or other credit enhancement related to this Agreement within the meaning of section 101(47)(A)(v) of the Bankruptcy Code. For the avoidance of doubt, the Buyer may or may not enter into any Transaction with respect to the Uncommitted Amount in its sole discretion.

(d)With respect to any request for a Wet-Ink Transaction, the provisions of this Section 3(d) shall be applicable.

(i)Unless otherwise agreed, Seller shall request that Buyer enter into a Wet-Ink Transaction with respect to any Purchased Asset that is a Wet-Ink Loan by delivering to Buyer a Transaction Notice, appropriately completed, and to Buyer and Custodian a Loan Schedule by 4:00 p.m. Eastern Time on the Business Day of the requested Purchase Date.

(ii)On the requested Purchase Date for a Wet-Ink Transaction, Seller may deliver to Buyer with a copy to Custodian, no more than five (5) transmissions. The latest transmission must be received by Buyer no later than 4:00 p.m. Eastern time, on such Purchase Date. Such Transaction Notice shall specify the requested Purchase Date.

(iii)Seller shall deliver (or cause to be delivered) and release to Custodian the Mortgage File pertaining to each such Wet-Ink Loan subject to the requested Transaction on or before the date that is ten (10) Business Days following the applicable Purchase Date in accordance with the terms and conditions of the Custodial and Disbursement Agreement. Subject to the terms of the Custodial and Disbursement Agreement, on the applicable Purchase Date and on each Business Day following the applicable Purchase Date, no later than 5:00 p.m., Eastern time, pursuant to the Custodial and Disbursement Agreement, Custodian shall deliver to Buyer and Seller by email a schedule listing each Wet-Ink Loan subject to a Transaction with respect to which the complete Mortgage File has not been received by Custodian (the “Wet-Aged

Report”). Buyer may confirm that the information in the Wet-Aged Report is consistent with the information provided to Buyer pursuant to Section 3(d)(i).

(iv)Upon Seller’s request for a Transaction pursuant to Section 3(d)(i), Buyer shall (with respect to the Committed Amount) and may (with respect to the Uncommitted Amount), upon satisfaction of all conditions precedent set forth in this Section 3 and in Sections 9(a)10(a) and 9(b)10(b), and provided that no Default or Event of Default shall have occurred and be continuing, enter into a Transaction with Seller on the requested Purchase Date, in the amount so requested.

(v)Subject to this Section 3 and Sections 9(a)10(a) and 9(b)10(b), such Purchase Price will then be made available by Custodian transferring at the direction of Buyer, via wire transfer, the amount of such Purchase Price from the account of Buyer maintained with Custodian to the account of the designated Closing Agent pursuant to disbursement instructions provided by Seller on the electronic system maintained by Custodian; provided, however, that (i) Buyer has been provided such disbursement instructions and shall not have rejected, in its reasonable discretion, any wiring location, (ii) Custodian shall not, in any event, (A) transfer funds to Seller or any Affiliate of Seller (other than Title Source, Inc. or one of its Subsidiaries in its capacity as Closing Agent) or (B) transfer funds in excess of the original principal balance of the related Wet-Ink Loan. Upon notice from the Closing Agent to Seller that the related Wet-Ink Loan was not originated, the Wet-Ink Loan shall be removed from the list of Eligible Loans and the Closing Agent shall immediately return the funds via wire transfer to the account of Buyer maintained with Custodian. Seller shall notify Buyer if a Wet-Ink Loan was not originated and has been removed from the list of Eligible Loans.

(e) Anything herein to the contrary notwithstanding, if Buyer determines in its commercially reasonable discretion that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining any LIBOR Rate, LIBOR Rates are no longer in existence, or a Governmental Authority having jurisdiction over Buyer has made a public statement identifying a specific date after which any LIBOR Rate shall no longer be made available or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), Buyer shall give prompt notice thereof to Seller, whereupon the Applicable Pricing Rate from the date specified in such notice (which shall be no sooner than thirty (30) days following the date of such notice, and may be the Scheduled Unavailability Date), until such time as the notice has been withdrawn by Buyer, shall be an alternative benchmark rate (including any mathematical or other adjustments to the benchmark rate (if any) incorporated therein) (any such rate, a “Successor Rate”), together with any proposed Successor Rate Conforming Changes, as determined by Buyer in its commercially reasonable discretion and consented to by the Seller (such consent not to be unreasonably withheld) prior to such Scheduled Unavailability Date. The Successor Rate will be determined by Buyer (subject to the consent of the Seller) with due consideration to the then prevailing market practice for determining a rate of interest for newly originated commercial loans in the United States and in a manner and format consistent with Buyer’s established business practices relating to entities similar to Buyer and to purchased assets similar to the Loans, and may reflect appropriate mathematical or other adjustments to account for the transition from the One-Month LIBOR Rate to the Successor Rate (including any Successor Rate Conforming Changes).

(e)Reserved.

(f)The Seller shall repurchase, and Buyer shall sell, Purchased Assets from Buyer on each related Repurchase Date. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset). Upon receipt of the Repurchase Price in full therefor and provided that no Default or Event of Default shall have occurred and be continuing, Buyer is obligated to deliver (or cause its designee to deliver) physical possession of the Purchased Assets to Seller or its designee on the related Repurchase Date. Upon such transfer of the Loans back to Seller, ownership of each Loan, including each document in the related Mortgage File and Records, is vested in Seller. Notwithstanding the foregoing, if such release and termination gives rise to or perpetuates a Margin Deficit, Buyer shall notify the Seller of the amount thereof and the Seller shall thereupon satisfy the Margin Call in the manner specified in Section 6(b), following which Buyer shall promptly perform its obligations as set forth above in this Section 3(f). Notwithstanding anything herein to the contrary, Seller shall have the right to repurchase any or all of the Purchased Assets at any time upon one (1) Business Days’ prior notice to Buyer, without incurring breakage fees.

(g)Provided that no Event of Default shall have occurred, unless Buyer is notified to the contrary not later than 11:00 a.m. New York City time at least two (2) Business Days prior to any such Repurchase Date, on each Repurchase Date of a Purchased Asset, such Purchased Asset shall automatically become subject to a new Transaction (each a “Rollover Transaction”). In such event of a Rollover Transaction, the related Repurchase Date on which such Transaction becomes subject to a Rollover Transaction shall become the “Purchase Date” for such Rollover Transaction (except with respect to representations and warranties in Schedule 1 that are specifically made as of the Purchase Date, in which case the original Purchase Date shall remain the applicable date for purposes of such representations and warranties).

(h)On any Repurchase Date, the Seller may, without cause and for any reason whatsoever, terminate this Agreement and effectuate a repurchase of all Purchased Assets then subject to Transactions at the related aggregate Repurchase Price (a “Seller Termination”); provided that Seller shall (i) exercise such termination rights in good faith, and (ii) remit the Repurchase Price for such Purchased Assets and satisfy all other outstanding Obligations within one (1) Business Day of such Repurchase Date. The Seller hereby acknowledges and agrees that upon the occurrence of a Seller Termination, the Seller shall not be entitled to repayment or reimbursement of any fees, costs or expenses paid by the Seller to Buyer under this Agreement or any other Program Document, unless otherwise expressly provided for under this Agreement.

4.PAYMENTS; COMPUTATION

(a)Payments. Except to the extent otherwise provided herein, all payments to be made by the Seller under this Agreement shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to Buyer in accordance with the wire instructions set forth on Exhibit C hereto, not later than 2:00 p.m., Eastern Time, on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day).

(b)Prepayment. Seller may remit to Buyer funds up to the then outstanding Purchase Price to be applied as of the date such funds are received by Buyer towards the aggregate outstanding Purchase Price of Purchased Assets subject to outstanding Transactions on a pro rata basis or as otherwise designated by the Seller. The Price Differential shall be applied, and shall accrue on the Purchase Price then outstanding, after such application of such funds as provided in the preceding sentence, subject to paragraph (ii) below. Buyer shall credit the entire amount of such prepayment to the outstanding Purchase Price and not to any accrued Price Differential if such prepayment of Repurchase Price is made by Seller on a day other than the Termination Date.

(c)Computations. The Price Differential shall be computed on the basis of a 360-day year for the actual days elapsed (including the first day but excluding the last day) occurring in the period for which payable.

(d)Price Differential Payment Amount. Seller hereby promises to pay to Buyer, Price Differential on the unpaid Repurchase Price of each Transaction for the period from and including the Purchase Date of such Transaction to but excluding the Final Repurchase Date of such Transaction; provided, that in no event shall the Pricing Rate used to calculate the Price Differential exceed the maximum rate permitted by law. Accrued and unpaid Price Differential on each Transaction shall be payable monthly on the sixth (6th) Business Day of each month and for the last month of this Agreement on the Termination Date. On a calendar monthly basis and on the Termination Date, Buyer shall determine the total accrued and unpaid Price Differential (the “Price Differential Payment Amount”) during the preceding calendar month for all Purchased Assets subject to all outstanding Transactions during such period (or with respect to the initial period, from the Effective Date through the end of the calendar month in which the Effective Date occurs, and with respect to the Termination Date, during the period from the date through which the last Price Differential Payment Amount calculation was made to the Termination Date). Buyer shall provide written notice to Seller after the end of the applicable calendar month or the Termination Date, as applicable, of the Price Differential Payment Amount and of its calculation of such Price Differential Payment Amount. Following such written notice from Buyer, Seller shall have five (5) Business Days to review Buyer’s calculation of the Price Differential Payment Amount. On the sixth (6th) Business Day following Buyer’s written notice of its calculation of the Price Differential Payment Amount, Seller shall pay the Price Differential Payment Amount to Buyer. All payments shall be made to Buyer in Dollars, in immediately available funds.

5.TAXES; TAX TREATMENT

(a)Except as otherwise required by law, all payments made by the Seller to Buyer or a Buyer assignee (or participant) under this Agreement or under any Program Document shall be made free and clear of, and without deduction or withholding for or on account of any Taxes, all of which shall be paid by the Seller for its own account not later than the date when due. If the Seller is required by law or regulation to deduct or withhold any Taxes or Other Taxes from or in respect of any amount payable to Buyer or Buyer assignee, the Seller shall: (i) make such deduction or withholding; (ii) pay the full amount so deducted or withheld to the appropriate

Governmental Authority in accordance with the requirements of the applicable law or regulation not later than the date when due; (iii) deliver to Buyer or Buyer assignee, promptly, original tax receipts and other evidence satisfactory to Buyer of the payment when due of the full amount of such Taxes or Other Taxes; and (iv) pay to Buyer or Buyer assignee such additional amounts, other than such amounts for income taxes, branch profit taxes, franchise taxes or any other tax imposed on net income by the United States, a state or a foreign jurisdiction under the laws of which Buyer or any Buyer assignee or participant is organized or of its applicable lending office, or any political subdivision thereof, as may be necessary so that after making all required deductions and withholdings (including deductions and withholding applicable to additional sums payable under this Section 5), such Buyer or Buyer assignee or participant receives, free and clear of all Taxes and Other Taxes, an amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

(b)The Seller agrees to indemnify Buyer or any Buyer assignee (or participant), promptly on reasonable demand, for the full amount of Taxes (including additional amounts with respect thereto) and Other Taxes, and the full amount of Taxes and Other Taxes of any kind imposed by any jurisdiction on amounts payable under this Section 5, in each case, other than such amounts for income taxes, branch profit taxes, franchise taxes or any other tax imposed on net income by the United States, a state or a foreign jurisdiction under the laws of which Buyer or any Buyer assignee or participant is organized or of its applicable lending office, or any political subdivision thereof, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto.

(c)To the extent Buyer or Buyer assignee or participant is not organized under the laws of the United States, any State thereof, or the District of Columbia (a “Foreign Buyer”), such Foreign Buyer (or assignee or participant), if legally permitted to do so, shall provide the Seller whichever of the following is applicable: (I) in the case of such Foreign Buyer or Foreign Buyer assignee or participant claiming the benefits of an income tax treaty to which the United States is a party, a properly completed United States Internal Revenue Service (“IRS”) Form W-8BEN or W-8BEN-E or any successor form prescribed by the IRS, certifying that such Foreign Buyer, assignee or participant is entitled to a zero percent or reduced rate of U.S. federal income withholding tax on payments made hereunder or (II) a properly completed IRS Form W-8ECI or any successor form prescribed by the IRS, certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States. Each Foreign Buyer or Foreign Buyer assignee or participant will deliver the appropriate IRS form on or prior to the date on which such person becomes a Foreign Buyer or Foreign Buyer assignee or participant under this Agreement. Each Foreign Buyer or Foreign Buyer assignee or participant further agrees that upon learning that the information on any tax form or certification it previously delivered is inaccurate or incorrect in any respect, it shall update such form or certification or promptly notify the Seller in writing of its legal inability to do so. For any period with respect to which a Foreign Buyer or Foreign Buyer assignee or participant has failed to provide the Seller with the appropriate form or other relevant document as required by this Section 5(c) (unless such failure is due to a change in treaty, law, or regulation occurring subsequent to the date on which a form originally was required to be provided), such Foreign Buyer or Foreign Buyer assignee or participant shall not be entitled to

any “gross-up” of Taxes or indemnification under Section 5(b) with respect to Taxes imposed by the United States; provided, however, that should a Foreign Buyer or Foreign Buyer assignee or participant, which is otherwise exempt from a withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Seller shall take such steps as such Foreign Buyer or Foreign Buyer assignee or participant shall reasonably request to assist such Foreign Buyer or Foreign Buyer assignee or participant to recover such Taxes.

(d)Without prejudice to the survival or any other agreement of the Seller hereunder, the agreements and obligations of the Seller contained in this Section 5 shall survive the termination of this Agreement and any assignment of rights by, or the replacement of, Buyer or a Buyer assignee or participant, and the repayment, satisfaction or discharge of all obligations under any Program Document. Nothing contained in this Section 5 shall require Buyer to make available any of its tax returns or other information that it deems to be confidential or proprietary.

(e)Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, and relevant state and local income and franchise taxes to treat each Transaction as indebtedness of the Seller that is secured by the Purchased Assets and that the Purchased Assets are owned by Seller in the absence of an Event of Default by the Seller. All parties to this Agreement agree to such treatment and agree to take no action inconsistent with this treatment, unless required by law.

6.MARGIN MAINTENANCE

(a)Buyer determinesAgent shall have the right to determine the Market Value of theany Purchased Assets at such intervals as determined by Buyer which might beAsset on a daily basis in its good faith sole discretion consistent with its valuation practices for similar loans being sold by sellers similar to Seller; provided, however, that the Seller may request that the Buyer provide reasonable detail regarding its determination of Market Value, as well as to demonstrate that such Market Value has been determined in accordance with the definition thereof.

(b)If at any time the aggregate Purchase Price for all Purchased Assets subject to outstanding Transactions is greater than the sum of (i) any prior Margin Call cash then held by the Buyer, and (ii) the product of (a) the Applicable Percentage and (b) the Market ValueAgent determines that the aggregate Asset Base of all Purchased Assets and all Eligible Loans proposed to be sold in such Transaction is less than the aggregate outstanding Purchase Price of all Purchased Assets for all such Transactions (such excess, a “Margin Deficit”), then subject to the last sentence of this paragraph, Buyer may, by notice to Seller (a “Margin Call”), require Seller to transfer to Buyer cash or Substitute Assets approved by Buyer in its sole discretion in an amount sufficient to cure such Margin Deficit. If Buyer delivers a Margin Call to Seller on or prior to 10:00 a.m. (New York City time) on any Business Day, then Seller shall transfer the required amount of cash or Substitute Assets to Buyer no later than 5:00 p.m. (New York City time) on the date that is the same Business Days after Seller’s receipt of such Margin Call. In the event Buyer delivers a Margin Call to a Seller after 10:00 a.m. (New York City time) on any Business Day, Seller will be required to transfer the required amount of

cash or Substitute Assets no later than 5:00 p.m. (New York City time) on the date that is the next Business Days after Seller’s receipt of such Margin Call. Notwithstanding the foregoing, provided that no Default or Event of Default shall have occurred and be continuing, Buyer shall not require the Seller to satisfy a Margin Call and no Margin Call shall be required to be made unless the Margin Deficit shall equal or exceed [***] (such amount, the “Minimum Transfer Amount”), as determined by Buyer in its reasonable, good faith discretion.

(c)Buyer’s election, in its sole and absolute discretion, not to make a Margin Call at any time there is a Margin Deficit will not in any way limit or impair its right to make a Margin Call at any time a Margin Deficit exists.

(d)Any cash transferred to Buyer pursuant to Section 6(b) above will be applied to the repayment of the Repurchase Price of outstanding Transactions pursuant to Section 4(a)(i) and any Substitute Assets will be deemed to be Purchased Assets.

7.INCOME PAYMENTS

(a)Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Asset subject to that Transaction, such Income shall be the property of Buyer. The Seller shall (i) segregate all Income collected by or on behalf of the Seller on account of the Purchased Assets and shall hold such Income in trust for the benefit of Buyer that is clearly marked as such in the Seller’s records and (ii) deposit all Income with respect to each Purchased Asset after the related Purchase Date and before the related Repurchase Date into the Collection Account within three (3) Business Days of receipt. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, neither Seller nor any Person acting on its behalf (as a servicer or otherwise) shall have an obligation to deposit any amounts into the Collection Account; provided that any Income received by the Seller while the related Transaction is outstanding shall be deemed to be held by the Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date.

(b)Notwithstanding anything to the contrary set forth herein, upon receipt by Seller of any prepayment of principal in full with respect to a Purchased Asset, Seller shall (i) provide prompt written notice to Buyer of such prepayment, and (ii) remit such amount to Buyer and Buyer shall apply such amount received by Buyer plus accrued interest on such amount against the Repurchase Price of such Purchased Asset pursuant to Sections 4(a)(i) and 6(d) but not on a pro rata basis.

8.BENCHMARK REPLACEMENT

(a)The Pricing Rate used to calculate the Price Differential is determined by reference to LIBOR. LIBOR is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. On March 5, 2021, the FCA, the regulatory supervisor of LIBOR’s administrator, IBA, publicly announced the future cessation or loss of representativeness after June 30, 2023, of LIBOR. There is no assurance that the date announced by the FCA will not change or that the IBA, FCA or other regulators will not take further action that could impact the availability, composition, or characteristics of LIBOR or the currencies and/or tenors for which LIBOR is published. Each party to this Agreement should

consult its own advisors to stay informed of any such developments. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of LIBOR. Under the circumstances set forth in this Section 8, this Section 8 provides a mechanism for determining the Benchmark Replacement. The Agent will notify the Buyer and the Seller as required by this Section 8. However, the Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to LIBOR or other rates in the definition of LIBOR or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, any Benchmark Replacement or Benchmark Replacement Conforming Changes implemented pursuant to this Section 8, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the LIBOR or have the same volume or liquidity as did the LIBOR prior to its discontinuance or unavailability).

(b)If the then-current Benchmark is LIBOR, notwithstanding anything to the contrary herein or in any other Program Document, on the earlier of (i) the date that LIBOR has either permanently or indefinitely ceased to be provided by IBA or has been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (ii) the Early Opt-in Effective Date, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Program Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Program Document.

(c)If the then-current Benchmark is a rate other than LIBOR, upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Program Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to Buyer and Seller without any amendment to, or further action or consent of any other party to, this Agreement or any other Program Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Buyer. At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Seller may revoke any request for a Transaction to be made or continued that would bear interest by reference to such Benchmark until the Seller’s receipt of notice from the Agent that a Benchmark Replacement has replaced such Benchmark.

(d)In connection with the implementation and administration of a Benchmark Replacement, the Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Program Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

(e)The Agent will promptly notify the Seller and the Buyer of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes.

(f)Any determination, decision or election that may be made by the Agent or Buyer pursuant to this Section 8, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 8.

9.8. SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT

(a)On each Purchase Date, Seller hereby sells, assigns and conveys to Buyer all rights and interests in the Purchased Items (as defined below) identified on the related Loan Schedule. The Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Assets (other than for accounting and tax purposes) and not loans from Buyer to the Seller secured by the Purchased Assets. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum characterizes the Transactions hereunder as other than sales, and as security for the Seller’s performance of all of its Obligations, and in any event, the Seller hereby grants Buyer a fully perfected first priority security interest in all of the Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired, until the related Purchased Assets are repurchased by the Seller:

(i)all Purchased Assets, including all related cash and Substitute Assets provided pursuant to Section 6 and held by or under the control of Buyer, identified on a Transaction Notice or related Loan Schedule delivered by the Seller to Buyer and the Custodian from time to time;

(ii)any Agency Security or right to receive such Agency Security when issued in each case only to the extent specifically backed by any of the Purchased Assets;

(iii)the Program Documents (to the extent such Program Documents and Seller’s rights thereunder relate to the Purchased Assets);

(iv)any other collateral pledged to secure, or otherwise specifically relating to, such Purchased Assets, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto;

(v)the related Records, the related Servicing Records, and the related Servicing Rights relating to such Purchased Assets;

(vi)all rights of the Seller to receive from any third party or to take delivery of any Servicing Records or other documents which constitute a part of the related Mortgage File or Servicing File;

(vii)all rights of the Seller to receive from any third party or to take delivery of any Records or other documents which constitute a part of the related Mortgage File or Servicing File;

(viii)the Collection Account and all Income relating to such Purchased Assets;

(ix)all mortgage guaranties and insurance (including FHA Mortgage Insurance Contracts, VA Loan Guaranty Agreements and any related Rural Housing Service Guarantees (if any)) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Assets and all claims and payments thereunder and all rights of the Seller to receive from any third party or to take delivery of any of the foregoing;

(x)all interests in real property collateralizing any Purchased Assets;

(xi)all other insurance policies and insurance proceeds relating to any Purchased Assets or the related Mortgaged Property and all rights of the Seller to receive from any third party or to take delivery of any of the foregoing;

(xii)any purchase agreements or other agreements, contracts or Takeout Commitments to the extent specifically related to Purchased Assets subject to a Transaction (including the rights to receive the related takeout price and the portion of the Security related to Purchased Assets subject to a Transaction as evidenced by such Takeout Commitments) to the extent relating to or constituting any or all of the foregoing and all rights to receive copies of documentation relating thereto;

(xiii)all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents”, “equipment”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter of credit rights”, and “securities’ accounts” as each of those terms is defined in the Uniform Commercial Code and all cash and Cash Equivalents and all products and proceeds, all to the extent specifically relating to or constituting any or all of the foregoing; and

(xiv)any and all replacements, substitutions, distributions on or proceeds of any or all of the foregoing (collectively the “Purchased Items”).

The Seller acknowledges that it has no rights to the Servicing Rights related to the Purchased Assets, until the related Purchased Assets are repurchased by the Seller. Without limiting the generality of the foregoing and for the avoidance of doubt, in the event that the Seller is deemed to retain any residual Servicing Rights, the Seller grants, assigns and pledges to Buyer a first priority security interest in all of its rights, title and interest in and to the Servicing Rights as indicated hereinabove. In addition, the Seller, in its capacity as Servicer, further grants, assigns and pledges to Buyer a first priority security interest in and to all documentation and rights to receive documentation related to the Servicing Rights and the servicing of each of the Purchased Assets, and all Income related to the Purchased Assets received by the Seller, in its capacity as Servicer, and all rights to receive such Income, and all products, proceeds and distributions relating to or constituting any or all of the foregoing (collectively, and together with the pledge of Servicing Rights in the immediately preceding sentence, the “Related Security”). The Related Security is hereby pledged as further security for the Seller’s Obligations to Buyer hereunder. The foregoing provisions are intended to constitute a security agreement, securities contract or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.

The Seller acknowledges and agrees that its rights with respect to the Purchased Items (including without limitation, any security interest the Seller may have in the Purchased Assets and any other collateral granted by the Seller to Buyer pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer hereunder.

(b)At any time and from time to time, upon the written request of Buyer, and at the sole expense of the Seller, the Seller will promptly and duly execute and deliver, or will promptly cause to be executed and delivered, such further instruments and documents and take such further action as Buyer may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the Purchased Items and the liens created hereby. The Seller also hereby authorizes Buyer to file any such financing or continuation statement to the extent permitted by applicable law. A carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement for filing in any jurisdiction. This Agreement shall constitute a security agreement under applicable law.

(c)Seller shall not (i) change its name or corporate structure (or the equivalent), or (ii) reincorporate or reorganize under the laws of another jurisdiction unless it shall have given Buyer at least thirty (30) days prior written notice thereof and shall have delivered to Buyer all Uniform Commercial Code financing statements and amendments thereto as Buyer shall request and taken all other actions deemed reasonably necessary by Buyer to continue its perfected status in the Purchased Items with the same or better priority.

(d)The Seller hereby irrevocably constitutes and appoints Buyer and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Seller and in the name of the Seller or in its own name, from time to time in Buyer’s discretion, for the purpose of protecting, preserving and realizing upon the Purchased Items, carrying out the terms of this Agreement, taking any and all appropriate action and executing any and all documents and instruments which may be necessary or desirable to protect, preserve and realize upon the Purchased Items, accomplishing the purposes of this Agreement, and filing such financing statement or statements relating to the Purchased Items as Buyer at its option may deem appropriate, and, without limiting the generality of the foregoing, the Seller hereby gives Buyer the power and right, on behalf of the Seller, without assent by, but with notice to, the Seller, if an Event of Default shall have occurred and be continuing, to do the following:

(i)in the name of the Seller, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any Purchased Items and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Buyer for the purpose of collecting any and all such moneys due with respect to any Purchased Items whenever payable;

(ii)to pay or discharge taxes and Liens levied or placed on or threatened against the Purchased Items;

(iii)(A) to direct any party liable for any payment under any Purchased Items to make payment of any and all moneys due or to become due thereunder directly to Buyer or as Buyer shall direct, including, without limitation, to send “goodbye” letters on behalf of the Seller and any applicable Servicer and Section 404 Notices; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Items; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Items; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Items or any proceeds thereof and to enforce any other right in respect of any Purchased Items; (E) to defend any suit, action or proceeding brought against the Seller with respect to any Purchased Items; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Items as fully and completely as though Buyer were the absolute owner thereof for all purposes, and to do, at Buyer’s option and the Seller’s expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Purchased Items and Buyer’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as the Seller might do.

The Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. In addition to the foregoing, Seller agrees to execute a Power of Attorney to be delivered on the date hereof. Notwithstanding the foregoing, the power of attorney hereby granted may be exercised only during the occurrence and continuance of any Event of Default hereunder.

The Seller also authorizes Buyer, if an Event of Default shall have occurred and be continuing, from time to time, to execute, in connection with any sale provided for in Section 18 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Items.

(e)The powers conferred on Buyer hereunder are solely to protect Buyer’s interests in the Purchased Items and shall not impose any duty upon it to exercise any such powers. Buyer shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to the Seller for any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct.

(f)If the Seller fails to perform or comply with any of its agreements contained in the Program Documents and Buyer may itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable out-of-pocket expenses of Buyer incurred in connection with such performance or compliance, together with interest thereon at a rate per annum equal to the Post-Default Rate, shall be payable by the Seller to Buyer on demand and shall constitute Obligations.

(g)All authorizations and agencies herein contained with respect to the Purchased Items are irrevocable and powers coupled with an interest.

10.9. CONDITIONS PRECEDENT

(a)As conditions precedent to the initial Transaction, Buyer shall have received on or before the date on which such initial Transaction is consummated the following, in form and substance satisfactory to Buyer and duly executed by each party thereto (as applicable):

(i)Program Documents. The Program Documents duly executed and delivered by the Seller thereto and being in full force and effect, free of any modification, breach or waiver.

(ii)Organizational Documents. A good standing certificate and certified copies of the limited liability company agreement (or equivalent documents) of the Seller, in each case, dated as of a recent date, but in no event more than ten (10) days prior to the date of such initial Transaction and resolutions or other corporate authority for the Seller with respect to the execution, delivery and performance of the Program Documents and each other document to be delivered by the Seller from time to time in connection herewith (and Buyer may conclusively rely on such certificate until it receives notice in writing from the Seller, as the context may require to the contrary).

(iii)Incumbency Certificate. An incumbency certificate of the secretary of the Seller certifying the names, true signatures and titles of the Seller’s respective representatives duly authorized to request Transactions hereunder and to execute the Program Documents and the other documents to be delivered thereunder;

(iv)Filings, Registrations, Recordings. (i) Any documents (including, without limitation, financing statements) required to be filed, registered or recorded in order to create, in favor of Buyer, a perfected, first-priority security interest in the Purchased Items and Related Security, subject to no Liens other than those created hereunder and under the Intercreditor Agreement, shall have been properly prepared and executed for filing (including the applicable county(ies) if Buyer determines such filings are necessary in its reasonable discretion), registration or recording in each office in each jurisdiction in which such filings, registrations and recordations are required to perfect such first-priority security interest; and (ii) Uniform Commercial Code lien searches, dated as of a recent date, in no event more than thirty (30) days prior to the date of such initial Transaction, in such jurisdictions as shall be applicable to the Seller and the Purchased Items, the results of which shall be satisfactory to Buyer.

(v)Fees and Expenses. Buyer shall have received all fees and expenses required to be paid by the Seller on or prior to the initial Purchase Date, which fees and expenses may be netted out of any purchase proceeds paid by Buyer hereunder.

(vi)Financial Statements. Buyer shall have received the financial statements referenced in Section 13(a)14(a).

(vii)Consents, Licenses, Approvals, etc. Buyer shall have received copies certified by the Seller of all consents, licenses and approvals, if any, required in connection with the execution, delivery and performance by the Seller of, and the validity and enforceability of, the Loan Documents, which consents, licenses and approvals shall be in full force and effect.

(viii)Insurance. Buyer shall have received evidence in form and substance satisfactory to Buyer showing compliance by the Seller as of such initial Purchase Date with Section 13(s)14(s) hereof.

(ix)Other Documents. Buyer shall have received such other documents as Buyer or its counsel may reasonably request, including the Trust Receipt.

(x)Collection Account. Evidence of the establishment of the Collection Account.

(xi)Opinions. An opinion of Seller’s counsel as to such matters as Buyer may reasonably request (including, without limitation, with respect to Buyer’s perfected security interest in the Purchased Assets, enforceability and corporate opinion with respect to Seller, an opinion with respect to the inapplicability of the Investment Company Act to Seller, an opinion that this Agreement constitutes a “repurchase agreement”, a “securities contract” and a “master netting agreement” within the meaning of the Bankruptcy Code and an opinion that no Transaction constitutes an avoidable transfer under Sections 546(e), 546(f), and 546(j) of the Bankruptcy Code, each in form and substance acceptable to Buyer).

(b)The obligation of Buyer to enter into each Transaction with respect to the Committed Amount pursuant to this Agreement (including the initial Transaction) is subject to the further conditions precedent set forth below, both immediately prior to any Transaction and also after giving effect thereto and to the intended use thereof. The Buyer has no obligation to enter into any Transaction on account of the Uncommitted Amount, however, to the extent Buyer elects to do so, such Transaction is subject to the conditions precedent set forth below, both immediately prior to any Transaction and also after giving effect thereto and to the intended use thereof:

(i)No Default or Event of Default shall have occurred and be continuing.

(ii)Both immediately prior to entering into such Transaction and also after giving effect thereto and to the intended use of the proceeds thereof, the representations and warranties made by the Seller in Section 1213 and Schedule 1 hereof, and in each of the other Program Documents, shall be true and complete on and as of the Purchase Date in all material respects (in the case of the representations and warranties in Section 12(t)13(t), Section 12(u)13(u), and Schedule 1 hereof, solely with respect to Loans which have not been repurchased by the Seller) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

(iii)The aggregate outstanding Purchase Price for all Purchased Assets when added to the Purchase Price for the proposed Transaction shall not exceed the Maximum Aggregate Purchase Price. If the Transaction is with respect to the Committed Amount, the aggregate outstanding Purchase Price for all Purchased Assets then subject to Transactions with respect to the Committed Amount, when added to the Purchase Price for the requested Transaction with respect to the Committed Amount, shall not exceed the Committed Amount as of such date. If the Transaction is with respect to the Uncommitted Amount, the aggregate outstanding Purchase Price for all Purchased Assets then subject to Transactions with respect to the Uncommitted Amount, when added to the Purchase Price for the requested Transaction with respect to the Uncommitted Amount, shall not exceed the Uncommitted Amount as of such date.

(iv)Subject to Buyer’s right to perform one or more Due Diligence Reviews pursuant to Section 4243 hereof, in the event of outstanding due diligence issues or breaches of any Loan-level representations or warranties with respect to the Loans subject to such Transaction, Buyer shall have completed its Due Diligence Review of the Mortgage File for each Loan subject to such Transaction and such other documents, records, agreements, instruments, Mortgaged Properties or information relating to such Loans as Buyer in its reasonable discretion deems appropriate to review and such review shall be satisfactory to Buyer in its reasonable discretion.

(v)Buyer or its designee shall have received on or before the day of a Transaction with respect to any Purchased Assets (unless otherwise specified in this Agreement) the following, in form and substance satisfactory to Buyer and (if applicable) duly executed:

(A)The Transaction Notice and Loan Schedule with respect to such Purchased Assets, delivered pursuant to Section 3(a);

(B)a Custodial Loan Transmission with respect to such Purchased Assets, that is then appended to the Trust Receipt; and

(C)None of the Loans that are proposed to be sold shall be serviced by a Servicer (which is not the Seller hereunder) without Buyer’s prior consent and Buyer’s receipt of an Instruction Letter in the form attached hereto as Exhibit B executed by the Seller and such Servicer, together with a completed Schedule 1 thereto and the related Servicing Agreement, or, if an Instruction Letter executed by such Servicer shall have been delivered to Buyer in connection with a prior Transaction, the Seller shall instead deliver to such Servicer and Buyer an updated Schedule 1 thereto.

(vi)reserved.

(vii)None of the following shall have occurred and be continuing:

(A)an event or events resulting in the inability of Buyer to finance its purchases of residential mortgage assets with traditional counterparties at

rates which would have been reasonable prior to the occurrence of such event or events or a material adverse change in the financial condition of Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of Buyer to fund its obligations under or otherwise comply with the terms of this Agreement; or

(B)any other event beyond the control of Buyer which Buyer reasonably determines would likely result in Buyer’s inability to perform its obligations under this Agreement including, without limitation, acts of God, strikes, lockouts, riots, acts of war or terrorism, epidemics, nationalization, expropriation, currency restrictions, fire, communication line failures, computer viruses, power failures, earthquakes, or other disasters of a similar nature to the foregoing.

provided that (x) Buyer shall not invoke subclause (A) or subclause (B) with respect to the Seller unless the Buyer generally invokes similar clauses contained in other similar agreements between Buyer and other persons that are similar to the Seller in terms of Seller’s Adjusted Tangible Net Worth, and involving substantially similar assets and (y) Buyer shall base its decision to invoke subclause (A) and/or subclause (B) on factors it deems relevant in its good faith discretion, which may include its assessment of objective factors ascertainable by it in the market; moreover, Buyer shall use commercially reasonable efforts to notify Seller, which notification may be in writing or oral in the sole discretion of Buyer, of its exercise of the rights under this provision, together with its rationale for taking such action.

(viii)Buyer shall have determined that all actions necessary or, in the good faith, reasonable opinion of Buyer, desirable to maintain Buyer’s perfected interest in the Purchased Assets and other Purchased Items have been taken, including, without limitation, duly filed Uniform Commercial Code financing statements on Form UCC1.

(ix)the Seller shall have paid to Buyer all fees and expenses then due and payable to Buyer in accordance with this Agreement and any other Program Document.

(x)There is no unpaid Margin Call (that is then due and payable) at the time immediately prior to entering into a new Transaction.

(xi)For each Eligible Loan that is subject to a security interest in favor of a warehouse lender immediately prior to purchase by Buyer, a warehouse lender’s release letter shall be duly executed.

(xii)With respect to any Purchased Asset that is a Wet-Ink Loan, Buyer shall have received a true and complete copy of the Insured Closing Letter, if requested by Buyer; provided, however, that no Insured Closing Letter shall be required (a) where title insurance for the applicable Wet-Ink Loan is provided by Amrock and (b) unless the unpaid principal balance of Purchased LoansAssets that constitute Wet-Ink Loans, and regarding which an Insured

Closing Letter has not been provided, would exceed ten percent (10%) of Seller’s Tangible Net Worth measured as of the end of Seller’s most recent fiscal quarter.

(xiii)Seller shall name Buyer as a loss payee under any applicable fidelity insurance policy and as a direct loss payee with right of action under any applicable errors and omissions insurance policy or professional liability insurance policy. Upon request of Buyer, Seller shall cause to be delivered to Buyer a certificate of insurance for each such policy referenced in the immediately preceding sentence.

Buyer shall notify the Seller as soon as practicable on the date of a purchase if any of the conditions in this Section 910 has not been satisfied and Buyer is not making the purchase.

11.10. RELEASE OF PURCHASED ASSETS

Upon timely payment in full of the Repurchase Price and all other Obligations (if any) then owing with respect to a Purchased Asset, unless a Default or Event of Default shall have occurred and be continuing, then (a) Buyer shall be deemed to have terminated and released any security interest that Buyer may have in such Purchased Asset and any Purchased Items solely related to such Purchased Asset and (b) with respect to such Purchased Asset, Buyer shall direct Custodian to release such Purchased Asset and any Purchased Items solely related to such Purchased Asset to the Seller unless such release and termination would give rise to or perpetuate a Margin Deficit. Except as set forth in Section 1617, the Seller shall give at least one (1) Business Day’s prior written notice to Buyer if such repurchase shall occur on any date other than the Repurchase Date as set forth in Section 3(f).

If such release and termination gives rise to or perpetuates a Margin Call that is not paid when due, Buyer shall notify the Seller of the amount thereof and the Seller shall thereupon satisfy the Margin Call in the manner specified in Section 6(b), following which Buyer shall promptly perform its obligations as set forth above in this Section 1011.

12.11. RELIANCE

With respect to any Transaction, Buyer may conclusively rely, absent manifest error, upon, and shall incur no liability to the Seller in acting upon, any request or other communication that Buyer reasonably believes to have been given or made by a person authorized to enter into a Transaction on the Seller’s behalf.

13.12. REPRESENTATIONS AND WARRANTIES

The Seller represents and warrants to Buyer on each day throughout the term of this Agreement:

(a)Existence. Seller (a) is a limited liability company validly existing and in good standing under the laws of the State of Michigan, (b) has all requisite limited liability company power, and has all governmental licenses, authorizations, consents and approvals, necessary to own its assets and carry on its business as now being or as proposed to be conducted, except where the lack of such licenses, authorizations, consents and approvals would not be reasonably likely to have a Material Adverse Effect, (c) is qualified to do business and is in good standing in all other jurisdictions in which the nature of the business conducted by it makes such qualification necessary, except where failure so to qualify would not be reasonably likely (either

individually or in the aggregate) to have a Material Adverse Effect, and (d) is in compliance in all material respects with all Requirements of Law.

(b)Financial Condition. Seller has heretofore furnished to Buyer a copy of its audited consolidated balance sheets as at December 31, 2019 with the opinion thereon of Ernst & Young LLP, a copy of which has been provided to Buyer. Seller has also heretofore furnished to Buyer the related consolidated statements of income, of changes in Shareholders’ Equity and of cash flows for the year ended December 31, 2019. All such financial statements are complete and correct in all material respects and fairly present the consolidated financial condition of Seller and its Subsidiaries and the consolidated results of their operations for the year ended on said date, all in accordance with GAAP.

(c)Litigation. Except as set forth in Schedule 12(c) as of the Closing Date and approved by the Buyer in writing thereafter, there are no actions, suits, arbitrations, investigations or proceedings pending or, to its knowledge, threatened against Seller or any of its Subsidiaries or affecting any of the property thereof or the Purchased Items before any Governmental Authority, (i) as to which individually or in the aggregate there is a reasonable likelihood of an adverse decision which would be reasonably likely to result in a decrease in excess of ten percent (10%) of Seller’s Adjusted Tangible Net Worth, or (ii) which challenges the validity or enforceability of any of the Program Documents.

(d)No Breach. Neither (a) the execution and delivery of the Program Documents, nor (b) the consummation of the transactions therein contemplated in compliance with the terms and provisions thereof will result in a breach of the charter or by-laws (or equivalent documents) of Seller, or violate any applicable law, rule or regulation, or violate any order, writ, injunction or decree of any Governmental Authority applicable to Seller, or result in a breach of other material agreement or instrument to which Seller, or any of its Subsidiaries, is a party or by which any of them or any of their property is bound or to which any of them or their property is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Agreement) result in the creation or imposition of any Lien upon any property of Seller or any of its Subsidiaries, pursuant to the terms of any such agreement or instrument.

(e)Action. Seller has all necessary limited liability company power, authority and legal right to execute, deliver and perform its obligations under each of the Program Documents to which it is a party; the execution, delivery and performance by Seller of each of the Program Documents to which it is a party has been duly authorized by all necessary corporate action on its part; and each Program Document has been duly and validly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be affected by bankruptcy, by other insolvency laws, or by general principles of equity.

(f)Approvals. No authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority, or any other Person, are necessary for the execution, delivery or performance by Seller of the Program Documents to which it is a party or

for the legality, validity or enforceability thereof, except for filings and recordings in respect of the Liens created pursuant to this Agreement.

(g)Taxes. Seller and its Subsidiaries have filed all Federal income tax returns and all other material tax returns (which shall include, but not be limited to, all state and local or foreign income tax returns) that are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by any of them, except for any such taxes, if any, that are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided. The charges, accruals and reserves on the books of Seller and its Subsidiaries in respect of taxes and other governmental charges are, in the opinion of Seller, adequate. Any taxes, fees and other governmental charges payable by Seller in connection with a Transaction and the execution and delivery of the Program Documents have been or will be paid when due. There are no Liens for Taxes, except for statutory liens for Taxes not yet delinquent.

(h)Investment Company Act. Neither the Seller nor any of its Subsidiaries is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. Seller is not subject to any Federal or state statute or regulation which limits its ability to incur any indebtedness provided in the Program Documents.

(i)No Legal Bar. The execution, delivery and performance of this Agreement, the other Program Documents, the sales hereunder and the use of the proceeds thereof will not violate any Requirement of Law applicable to Seller or Contractual Obligation of Seller or of any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien (other than the Liens created hereunder) on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation.

(j)Compliance with Law. Except as set forth in Schedule 12(c) as of the Closing Date and approved by the Buyer in writing thereafter, no practice, procedure or policy employed or proposed to be employed by Seller in the conduct of its business violates any law, regulation, judgment, agreement, regulatory consent, order or decree applicable to it which, if enforced, would result in a Material Adverse Effect with respect to Seller.

(k)No Default. Neither the Seller nor any of its Subsidiaries is in default under or with respect to any of its Contractual Obligations in any respect which should reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

(l)Chief Executive Office; Chief Operating Office; Jurisdiction of Incorporation. The Seller’s chief executive and chief operating office on the Effective Date are located at 1050 Woodward Avenue, Detroit, Michigan 48226. Seller’s jurisdiction of incorporation on the Effective Date is Michigan.

(m)Location of Books and Records. The location where Seller keeps its books and records including all computer tapes and records relating to the Purchased Items is its chief executive office or chief operating office or the offices of the Custodian.

(n)True and Complete Disclosure. The information, reports, financial statements, exhibits, schedules and certificates furnished in writing by or on behalf of Seller to Buyer in connection with the negotiation, preparation or delivery of this Agreement and the other Program Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by or on behalf of Seller to Buyer in connection with this Agreement and the other Program Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified.

(o)Financial Covenants. The Seller’s consolidated Adjusted Tangible Net Worth is not less than the Minimum Adjusted Tangible Net Worth. The ratio of the Seller’s consolidated Indebtedness to Adjusted Tangible Net Worth is not greater than the Maximum Leverage Ratio. The Seller has, on a consolidated basis, cash, Cash Equivalents and unused borrowing capacity that could be drawn against (taking into account required haircuts) under warehouse and repurchase facilities and under other financing arrangements in an amount equal to not less than the Minimum Liquidity Amount. If as of the last day of any calendar month within the mostly recently ended fiscal quarter of the Seller, the Seller’s consolidated Adjusted Tangible Net Worth was less than [***], and the Seller, on a consolidated basis, had cash and Cash Equivalents in an amount that was less than [***], then Seller’s consolidated Net Income for such fiscal quarter before income taxes for such fiscal quarter shall not be less than [***].

(p)ERISA. Except as would not reasonably be expected to have a Material Adverse Effect, neither the Seller nor any of its ERISA Affiliates, sponsors, maintains, contributes or has any potential liability or obligation to any Plan.

(q)True Sales. Any and all interest of a Qualified Originator in, to and under any Mortgage funded in the name of or acquired by such Qualified Originator which is a Subsidiary of Seller has been sold, transferred, conveyed and assigned to Seller pursuant to a legal sale and such Qualified Originator retains no interest in such Loan.

(r)No Burdensome Restrictions. No change in any Requirement of Law or Contractual Obligation of Seller or any of its Subsidiaries after the date of this Agreement has a Material Adverse Effect.

(s)Subsidiaries. All of the Subsidiaries of Seller are listed on Schedule 2 to this Agreement.

(t)Origination and Acquisition of Loans. The Loans were originated or acquired by Seller, and the origination and collection practices used by Seller or Qualified Originator, as

applicable, with respect to the Loans have been, in all material respects, legal, proper, prudent and customary in the residential mortgage loan origination and servicing business, and in accordance with the applicable Underwriting Guidelines or the Agency Guidelines. With respect to Loans acquired by Seller, all such Loans are in conformity with the applicable Agency Guidelines. Each of the Loans complies in all material respects with the representations and warranties listed in Schedule 1 to this Agreement.

(u)No Adverse Selection. Seller used no selection procedures that identified the Loans as being less desirable or valuable than other comparable Loans owned by Seller.

(v)Seller Solvent; Fraudulent Conveyance. As of the date hereof and immediately after giving effect to each Transaction, the fair value of the assets of Seller is greater than the fair value of the liabilities (including, without limitation, contingent liabilities if and to the extent required to be recorded as a liability on the financial statements of Seller in accordance with GAAP) of Seller and Seller is and will be solvent, is and will be able to pay its debts as they mature and, after giving effect to the transactions contemplated by this Agreement and the other Program Documents, will not be rendered insolvent or left with an unreasonably small amount of capital with which to conduct its business and perform its obligations. Seller does not intend to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature. Seller is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of Seller or any of its assets. Seller is not transferring any Loans with any intent to hinder, delay or defraud any of its creditors.

(w)No Broker. Seller has not dealt with any broker, investment banker, agent, or other person, except for Buyer, who may be entitled to any commission or compensation in connection with the sale of Purchased Assets pursuant to this Agreement, or if Seller has dealt with any broker, investment banker, agent, or other person, except for Buyer, who may be entitled to any commission or compensation in connection with the sale of Purchased Assets pursuant to this Agreement, such commission or compensation shall have been paid in full by Seller.

(x)MERS. Seller is a member of MERS in good standing.

(y)Agency Approvals. Seller has all requisite Approvals and is in good standing with each Agency, HUD, FHA and VA, to the extent necessary to conduct its business as then being conducted, with no event having occurred which would make Seller unable to comply with the eligibility requirements for maintaining all such applicable Approvals.

(z)No Adverse Actions. Seller has not received from any Agency, HUD, FHA or VA a notice of extinguishment or a notice terminating any of Seller’s material Approvals.

(aa)Servicing. Seller has adequate financial standing, servicing facilities, procedures and experienced personnel necessary for the sound servicing of mortgage loans of the same types as may from time to time constitute Loans and in accordance with Accepted Servicing Practices.

(ab)No Reliance. Seller has made its own independent decisions to enter into the Program Documents and each Transaction and as to whether such Transaction is appropriate and proper for it based upon its own judgment and upon advice from such advisors (including without limitation, legal counsel and accountants) as it has deemed necessary. Seller is not relying upon any advice from Buyer as to any aspect of the Transactions, including without limitation, the legal, accounting or tax treatment of such Transactions.

(ac)Plan Assets. Seller is not (i) an “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) subject to Title I of ERISA; (ii) any “plan” defined in and subject to Section 4975 of the Code; or (iii) any entity or account whose assets include or are deemed to include “plan assets” (within the meaning of 29 CFR §2510.3-101, as modified by Section 3(42) of ERISA) of one or more such employee benefit plans or plans. The Transactions either (x) are not subject to any state or local statute regulating investments of, or fiduciary obligations with respect to, governmental plans within the meaning of Section 3(32) of ERISA that is substantially similar to Section 406(a) of ERISA or Section 4975(c)(1)(A) – (D) of the Code (“Similar Law”), or (y) do not violate any such Similar Law.

(ad)No Prohibited Persons. Neither Seller nor any of its Affiliates, officers, directors, partners or members, is an entity or person (or to Seller’s knowledge, owned or controlled by an entity or person): (i) that is listed in the Annex to, or is otherwise subject to the provisions of Executive Order 13224 issued on September 24, 2001 (“EO13224”); (ii) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http:www.treas.gov/ofac/t11sdn.pdf); (iii) who commits, threatens to commit or supports “terrorism”, as that term is defined in EO13224; or (iv) who is otherwise affiliated with any entity or person listed above (any and all parties or persons described in clauses (i) through (iv) above are herein referred to as a “Prohibited Person”).

(ae)Anti-Money Laundering Laws. Seller has complied with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); Seller has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by the said Mortgagor to purchase the property in question, and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws.

(af)Assessment and Understanding. Seller is capable of assessing the merits of (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks associated with this Agreement and the Transactions associated therewith. In addition, Seller is capable of assuming and does assume the risks of this Agreement, the other Program Documents and the Transactions associated herewith and therewith.

(ag)Status of Parties. Seller agrees that Buyer is not acting as a fiduciary for Seller or as an advisor to Seller in respect of this Agreement, the other Program Documents or the Transactions associated therewith.

(ah)Electronic Signatures. If any party executes this Agreement or any other related document via electronic signature, (i) such party'sparty’s creation and maintenance of such party'sparty’s electronic signature to this Agreement or related document and such party’s storage of its copy of the fully executed Agreement or related document will be in compliance with applicable eCommerce Laws to ensure admissibility of such electronic signature and related electronic records in a legal proceeding, (ii) such party has controls in place to ensure compliance with applicable eCommerce Laws, including, without limitation, §201 of E-SIGN and §16 of UETA, regarding such party’s electronic signature to the Agreement or related document and the records, including electronic records, retained by such party will be stored to prevent unauthorized access to or unauthorized alteration of the electronic signature and associated records, and (iii) such party has controls and systems in place to provide necessary information, including, but not limited to, such party’s business practices and methods, for record keeping and audit trails, including audit trails regarding such party’s electronic signature to this Agreement or related documents and associated records.

(ai)Insured Closing Letters. With respect to each Wet-Ink Loan, Seller has obtained a copy of the related Insured Closing Letter or such Wet-Ink Loan is covered by a title insurance policy issued by Amrock.

14.13. COVENANTS OF SELLER

The Seller covenants and agrees with Buyer that during the term of this Agreement:

(a)Financial Statements and Other Information; Financial Covenants.

Subject to the provisions of Section 4041 hereof, Seller shall deliver to Buyer:

(i)As soon as available and in any event within forty-five (45) days after the end of each of the first three quarterly fiscal periods of each fiscal year of the Seller, a certification in the form of Exhibit A attached hereto via electronic mail to CreditSecuritizedP1@barclays.com, USResiFinancing@barclays.com and RMBSBanking@barclayscapital.com together with the unaudited consolidated balance sheet of the Seller and its consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income, and of cash flows for the Seller and its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Seller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of the Seller and its Subsidiaries in accordance with GAAP, as at the end of, and for, such period (subject to normal year-end adjustments and the absence of footnotes);

(ii)As soon as available and in any event within ninety (90) days after the end of each fiscal year of the Seller, the consolidated balance sheet of the Seller and its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and of cash flows for the Seller and its consolidated Subsidiaries for such year and including all footnotes thereto, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of the Seller and its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;

(iii)From time to time, copies of all documentation in connection with the underwriting and origination of any Purchased Asset (other than a Purchased Asset that is an Agency Eligible Loan) that evidences compliance with the QM Rule or the Ability to Repay Rule, as applicable, including without limitation all necessary third-party records that demonstrate such compliance, in each case as Buyer may reasonably request; provided that (A) any such request shall be made in writing and shall provide the Seller at least ten (10) Business Days to provide such requested information, and (B) if the Seller objects to the provision to Buyer of any such requested information, Buyer and the Seller shall work in good faith to resolve any such objection;

(iv)Promptly, from time to time, such other information regarding the business affairs, operations and financial condition of Seller as Buyer may reasonably request;

The Seller will furnish to Buyer, at the time it furnishes each set of financial statements pursuant to paragraphs (i) or (ii) above, (A) a certificate of a Responsible Officer of Seller on behalf of Seller on its internal quality control program that evaluates and monitors, on a regular basis, the overall quality of its loan origination and servicing activities and that: ensures that the loans are serviced in accordance with accepted servicing practices; guards against dishonest, fraudulent, or negligent acts; and guards against errors and omissions by officers, employees, or other authorized persons and (B) a certificate of a Responsible Officer of Seller on behalf of Seller in the form of Exhibit A hereto (each a “Compliance Certificate”) stating that, to the best of such Responsible Officer’s knowledge, as of the last day of the fiscal quarter or fiscal year for which financial statements are being provided with such certification, Seller is in compliance in all material respects with all provisions and terms of this Agreement and the other Program Documents and no Default or Event of Default has occurred under this Agreement which has not previously been waived, except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action Seller has taken or proposes to take with respect thereto).

(b)[reserved.]

(c)Existence, Etc. The Seller will:

(i)preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business;

(ii)comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws), whether now in effect or hereinafter enacted or promulgated in all material respects;

(iii)keep or cause to be kept in reasonable detail records and books of account necessary to produce financial statements that fairly present, in all material respects, the consolidated financial condition and results of operations of the Seller in accordance with GAAP consistently applied;

(iv)not move its chief executive office or its jurisdiction of incorporation from the locations referred to in Section 12(l)13(l) unless it shall have provided Buyer five (5) Business Days written notice following such change;

(v)pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and

(vi)permit representatives of Buyer, during normal business hours upon three (3) Business Days’ prior written notice at a mutually desirable time, provided that no notice shall be required at any time during the continuance of an Event of Default, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent relating to Loans subject to Transactions.

(d)Prohibition of Fundamental Changes. Seller shall not at any time, directly or indirectly, (i) enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets without Buyer’s prior consent, unless such merger, consolidation or amalgamation would not result in a Change of Control; or (ii) form or enter into any partnership, joint venture, syndicate or other combination which would have a Material Adverse Effect with respect to Seller. For the avoidance of doubt, no public offering of beneficial interests in the Seller or its Affiliates shall be deemed a violation of this provision unless such public offering (i) results in a Change of Control and (ii) has not been consented to by the Buyer.

(e)Margin Deficit. If at any time there exists a Margin Deficit, Seller shall cure the same in accordance with Section 6(b) hereof.

(f)Notices. Seller shall give notice to Buyer in writing within ten (10) calendar days of knowledge by any Responsible Officer of any of the following:

(i)upon the Seller’s knowledge of any occurrence of any Default or Event of Default;

(ii)upon Seller’s knowledge of any litigation or proceeding that is pending against Seller in any federal or state court or before any Governmental Authority except for those set forth in Schedule 12(c) and those otherwise disclosed to Buyer, which, (i) if adversely determined, would reasonably be expected to result in a levy on Seller’s assets in excess of ten percent (10%) of Seller’s Adjusted Tangible Net Worth, or (ii) that questions or challenges the validity or enforceability of any of the Program Documents;

(iii)any non-ordinary course investigation or audit (in each case other than those that, pursuant to a legal requirement, may not be disclosed), in each case, by any Agency or Governmental Authority, relating to the origination, sale or servicing or Loans by Seller or the business operations of Seller, which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect with respect to Seller; and

(iv)upon Seller’s knowledge of any material penalties, sanctions or charges levied against Seller or any adverse change in any material Approval status.

(g)Servicing. Except as provided in Section 4142, Seller shall not permit any Person other than the Seller to service Loans without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed.

(h)Lines of Business. Seller shall not materially change the nature of its business from that generally carried on by it as of the Effective Date.

(i)Transactions with Affiliates. The Seller shall not enter into any transaction, including, without limitation, the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any Affiliate, officer, director, senior manager, owner or guarantor unless (i) such transaction is with QL Ginnie EBO, LLC, QL Ginnie REO, LLC, Quicken Loans Co-Issuer, Inc., One Reverse Mortgage, LLC, RCKT Mortgage SPE-A, LLC and/or One Mortgage Holdings, LLC, so long as QL Ginnie EBO, LLC, QL Ginnie REO, LLC, Quicken Loans Co-Issuer, Inc., One Reverse Mortgage, LLC, RCKT Mortgage SPE-A, LLC and/or One Mortgage Holdings, LLC is directly or indirectly 100% owned by the Seller and included in consolidated financial statements of Seller, (ii) such transaction is upon fair and reasonable terms no less favorable to the Seller than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate, officer, director, senior manager, owner or guarantor, (iii) in the ordinary course of the Seller’s business, (iv) such transaction is listed on Schedule 1314(i) hereto, or (v) such transaction is a loan, guaranty or other transaction that would have been permitted under Section 13(n)14(n) if it had been made as a distribution.

(j)Defense of Title. Subject to the terms of the Intercreditor Agreement, Seller warrants and will defend the right, title and interest of Buyer in and to all Purchased Items against all adverse claims and demands of all Persons whomsoever (other than any claim or demand related to any act or omission of Buyer, which claim or demand does not arise out of or relate to any breach or potential breach of a representation or warranty by Seller under this Agreement).

(k)Preservation of Purchased Items. Except as otherwise set forth under the Intercreditor Agreement, Seller shall do all things necessary to preserve the Purchased Items so that such Purchased Items remain subject to a first priority perfected security interest hereunder.

(l)No Assignment. Except as permitted by this Agreement, Seller shall not sell, assign, transfer or otherwise dispose of, or grant any option with respect to, or pledge, hypothecate or grant a security interest in or lien on or otherwise encumber (except pursuant to the Program Documents), any of the Purchased Items or any interest therein, provided that this Section 1314(l) shall not prevent any contribution, assignment, transfer or conveyance of Purchased Items in accordance with the Program Documents.

(m)Limitation on Sale of Assets. Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of its Property, business or assets (including, without limitation, receivables and leasehold interests) whether now owned or hereafter acquired outside of the ordinary course of its business unless, following such Transfer, Seller shall be in compliance with all of the other representations, warranties and covenants set forth in this Agreement.

(n)Limitation on Distributions. Without Buyer’s consent, if an Event of Default has occurred and is continuing (i) due to the Seller’s failure to comply with Section 13(e)14(e), (ii) due to the Seller’s failure to comply with Sections 13(o), 13(p) or 13(q)(ii)14(o), 14(p) or 14(q)(ii), or (iii) due to an Event of Default under Sections 17(a)18(a)(i), 17(a)18(a)(ii) or 17(a)18(a)(iii) but only to the extent that such Event of Default under Sections 17(a)18(a)(ii) or 17(a)18(a)(iii) is with respect to a material amount due under such section, then the Seller shall not make any payment on account of, or set apart assets for a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of, any stock of Seller, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Seller, provided however that Seller shall be able to make any distributions at any time to its shareholders required for purposes of meeting such shareholder’s tax liability related to its, his or hers ownership of Seller.

(o)Maintenance of Liquidity. Seller shall insure that, as of the end of each calendar month, Seller has, on a consolidated basis, cash and Cash Equivalents in an amount equal to not less than the Minimum Liquidity Amount.

(p)Maintenance of Adjusted Tangible Net Worth. Seller shall maintain, as of the end of each calendar month, a consolidated Adjusted Tangible Net Worth not less than the Minimum Adjusted Tangible Net Worth.

(q)Other Financial Covenants.

(i)Maintenance of Leverage. Seller shall not, as of the end of each calendar month, permit the ratio of the Seller’s consolidated Indebtedness to consolidated Adjusted Tangible Net Worth to be greater than the Maximum Leverage Ratio.

(ii)Minimum Net Income. If as of the last day of any calendar month within a fiscal quarter of the Seller, the Seller’s consolidated Adjusted Tangible Net Worth is less than [***] or the Seller, on a consolidated basis, has cash and Cash Equivalents in an amount that is less than [***], in either case, the Seller’s consolidated Net Income for that fiscal quarter before income taxes for such fiscal quarter shall equal or exceed [***].

(r)Servicing Transmission. Seller shall provide to Buyer on a monthly basis no later than 11:00 a.m. Eastern Time two (2) Business Days prior to the 10th of each calendar month (i) the Servicing Transmission, on a loan-by-loan basis and in the aggregate, with respect to the Loans serviced hereunder by Seller which were funded prior to the first day of the current month, summarizing Seller’s delinquency and loss experience with respect to such Loans serviced by Seller (including, in the case of such Loans, the following categories: current, 30-59, 60-89, 90-119, 120-180 and 180+) and (ii) any other information reasonably requested by Buyer with respect to the Loans.

(s)Insurance.

(i)The Seller or its Affiliates, will continue to maintain, for the Seller, insurance coverage with respect to employee dishonesty, forgery or alteration, theft, disappearance and destruction, robbery and safe burglary, property (other than money and securities) and computer fraud in an aggregate amount acceptable to Fannie Mae and Freddie Mac. Seller shall notify Buyer as soon as reasonably possible after knowledge of any material change in the terms of any such insurance coverage.

(ii)The Seller shall notify the Buyer as soon as practicable if a loss is incurred under any Insured Closing Letter or any title insurance policy provided by Amrock, indicating details of the loss and providing a copy of the Insured Closing Letter or title insurance policy, as applicable.

(t)Certificate of a Responsible Officer of Seller. At the time that Seller delivers financial statements to Buyer in accordance with Section 1314(a) hereof, Seller shall forward to Buyer a certificate of a Responsible Officer of Seller which demonstrates that the Seller is in compliance with the covenants set forth in Sections 1314(o), (p), and (q) of this Agreement.

(u)Maintenance of Licenses. Seller shall (i) maintain all licenses, permits or other approvals necessary for Seller to conduct its business and to perform its obligations under the Program Documents, (ii) remain in good standing with respect to such licenses, permits or other approvals, under the laws of each state in which it conducts material business, and (iii) conduct its business in accordance with applicable law in all material respects.

(v)Taxes, Etc. Seller shall timely pay and discharge, or cause to be paid and discharged, on or before the date they become delinquent, all taxes, assessments and governmental charges or levies imposed upon it or upon its income and profits or upon any of its property, real, personal or mixed (including without limitation, the Purchased Assets) or upon any part thereof, as well as any other lawful claims which, if unpaid, become a Lien upon Purchased Assets that have not been repurchased, except for any such taxes, assessments and

governmental charges, levies or claims as are appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves are provided. Seller shall file on a timely basis all material (which shall include, but not be limited to, all federal, all state and local income and all foreign income) information returns, reports and any other information statements or schedules required to be filed by or in respect of it.

(w)Takeout Payments. With respect to each Purchased Asset and the portion of each Security related to Purchased Assets subject to a Transaction, in each case that is subject to a Takeout Commitment, the Seller shall ensure that the related portion of the purchase price and all other payments under such Takeout Commitment to the extent related to Purchased Assets subject to a Transaction or such portion of each Security related to Purchased Assets subject to a Transaction shall be paid to Buyer (or its designee) in accordance with the Joint Account Control Agreement or the Joint Securities Account Control Agreement, as applicable. Unless subject to the Joint Account Control Agreement or Joint Securities Account Control Agreement, with respect to any Takeout Commitment with an Agency, if applicable, (1) with respect to the wire transfer instructions as set forth in Freddie Mac Form 987 (Wire Transfer Authorization for a Cash Warehouse Delivery) such wire transfer instructions are identical to Buyer’s wire instructions or Buyer has approved such wire transfer instructions in writing in its sole discretion, or (2) the Payee Number set forth on Fannie Mae Form 1068 (FixedRate, Graduated-Payment, or Growing-Equity Mortgage Loan Schedule) or Fannie Mae Form 1069 (Adjustable-Rate Mortgage Loan Schedule), as applicable, will be identical to the Payee Number that has been identified by Buyer in writing as Buyer’s Payee Number or Buyer will have previously approved the related Payee Number in writing in its sole discretion; with respect to any Takeout Commitment with an Agency, the applicable agency documents will list Buyer as sole subscriber, unless otherwise agreed to in writing by Buyer, in Buyer’s sole discretion.

(x)Delivery of Servicing Rights and Servicing Records. With respect to the Servicing Rights of each Purchased Asset, Seller shall deliver (or shall cause the related Servicer or Subservicer to deliver) such Servicing Rights to Buyer on the related Purchase Date. Seller shall deliver (or cause the related Servicer or Subservicer to deliver) the Servicing Records and the physical and contractual servicing of each Purchased Asset, to Buyer or its designee upon the termination of Seller or Servicer as the servicer pursuant to Section 4142.

(y)Agency Audit. Seller shall at all times maintain copies of relevant portions of all Agency Audits in which there are material adverse findings, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal.

(z)Illegal Activities. Seller shall not engage in any conduct or activity that is reasonably likely to subject a material amount of its assets to forfeiture or seizure.

(aa)Agency Approvals; Servicing. To the extent previously approved and necessary for Seller to conduct its business in all material respects as it is then being conducted, Seller shall maintain its status with Fannie Mae and Freddie Mac as an approved seller/servicer, with Ginnie Mae as an approved issuer and an approved servicers, and as an RHS lender and an RHS

Servicerservicer in each case in good standing (each such approval, an “Agency Approval”); provided, that should Seller decide to no longer maintain an Agency Approval (as opposed to an Agency withdrawing an Agency Approval, but including an Agency ceasing to exist), (i) Seller shall notify Buyer in writing, and (ii) Seller shall provide Buyer with written or electronic evidence that the Eligible Loans are eligible for sale to another Agency. Should Seller, for any reason, cease to possess all such applicable Agency Approvals to the extent necessary, Seller shall so notify Buyer promptly in writing. Notwithstanding the preceding sentence and to the extent previously approved, Seller shall take all necessary action to maintain all of its applicable Agency Approvals at all times during the term of this Agreement and each outstanding Transaction.

15.14. REPURCHASE DATE PAYMENTS

On each Repurchase Date, the Seller shall remit or shall cause to be remitted to Buyer the Repurchase Price together with any other Obligations then due and payable.

16.15. REPURCHASE OF PURCHASED ASSETS

Upon discovery by the Seller of a breach in any material respect of any of the representations and warranties set forth on Schedule 1 to this Agreement, the Seller shall give prompt written notice thereof to Buyer. Upon any such discovery by Buyer, Buyer will notify the Seller. It is understood and agreed that the representations and warranties set forth in Schedule 1 to this Agreement with respect to the Purchased Assets shall survive delivery of the respective Mortgage Files to the Custodian and shall inure to the benefit of Buyer. The fact that Buyer has conducted or has failed to conduct any partial or complete due diligence investigation in connection with its purchase of any Purchased Asset shall not affect Buyer’s right to demand repurchase as provided under this Agreement. The Seller shall, within two (2) Business Days of the earlier of the Seller’s actual knowledge or the Seller receiving notice with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Schedule 1 to this Agreement in any material respect, or (ii) any failure to deliver any of the items required to be delivered as part of the Mortgage File within the time period required for delivery pursuant to the Custodial and Disbursement Agreement, promptly cure such breach or delivery failure in all material respects. If within ten (10) Business Days (or five (5) Business Days if Buyer, in its sole good faith discretion, determines and notifies the Seller that Buyer may suffer potential assignee liability or material damage to its reputation related to such Purchased Asset) after the earlier of the Seller’s actual knowledge of such breach or delivery failure or the Seller receiving notice thereof, such breach or delivery failure has not been remedied by the Seller in all material respects, the Seller shall promptly upon receipt of written instructions from Buyer, at Buyer’s option, either (i) repurchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by Buyer, or (ii) transfer comparable Substitute Assets to Buyer, as provided in Section 1617 hereof.

17.16. SUBSTITUTION

The Seller may, subject to agreement with and acceptance by Buyer upon one (1) Business Days’ notice, substitute other assets, including U.S. Treasury Securities, which are substantially the same as the Purchased Assets (the “Substitute Assets”) for any Purchased Assets. Such substitution shall be made by transfer to Buyer of such Substitute Assets and transfer to the Seller of such Purchased Assets (the “Reacquired Assets”) along with the other information to be provided with respect to the applicable Substitute Asset as described in the form of Transaction Notice. Upon substitution, the Substitute Assets shall be deemed to be Purchased Assets, the Reacquired Assets shall no longer be deemed Purchased Assets, Buyer shall be deemed to have terminated any security interest that Buyer may have had in the Reacquired Assets and any Purchased Items solely related to such Reacquired Assets to the Seller unless such termination and release would give rise to or perpetuate an unpaid, due and payable Margin Call. Concurrently with any termination and release described in this Section 1617, Buyer shall execute and deliver to the Seller upon request and Buyer hereby authorizes the Seller to file and record such documents as the Seller may reasonably deem necessary or advisable in order to evidence such termination and release.

18.17. EVENTS OF DEFAULT

Each of the following events shall constitute an Event of Default (an “Event of Default”) hereunder, subject to any applicable cure periods to the extent such event is susceptible to being cured:

(a)Payment Default. Seller defaults in the payment of (i) any payment of Margin Deficit, Price Differential or Repurchase Price hereunder or under any other Program Document; provided, that, with respect to this clause (i), if the Seller provides Buyer with written evidence reasonably satisfactory to Buyer that such failure is solely the result of an administrative error, such failure shall only be deemed an Event of Default if such failure to comply shall continue unremedied for a period of one (1) Business Day, (ii) expenses or fees and amounts due and owing to the Custodian and such failure to pay Expenses or fees and amounts due and owing to the Custodian continues for more than thirty (30) days after receipt by a Responsible OfferOfficer of notice of such default, or (iii) any other Obligations, with respect to this clause (iii), within five (5) Business Days following receipt by a Responsible Officer of notice of such default;

(b)Representation and Covenant Defaults.

(i)The failure of the Seller to perform, comply with or observe any term, representation, covenant or agreement applicable to the Seller in any material respect, in each case, after the expiration of the applicable cure period, if any, as specified in such covenant, contained in:

(A)Section 13(c)14(c) (Existence) only to the extent relating to maintenance of existence; provided, that if the Seller provides Buyer with written evidence reasonably satisfactory to Buyer that such failure is solely the result of an administrative error, such failure shall only be deemed an Event of Default if such failure to comply shall continue unremedied for three (3) Business Days or such failure shall be determined by Buyer in its good faith discretion to result in a Material Adverse Effect,

(B)Section 13(d)14(d) (Prohibition of Fundamental Change),

(C)Section 13(o)14(o) (Maintenance of Liquidity), provided Seller shall be entitled to five (5) Business Days to cure any such default from the earlier of notice or knowledge of such failure,

(D)Section 13(p)14(p) (Maintenance of Adjusted Tangible Net Worth), provided Seller shall be entitled to five (5) Business Days to cure any such default from the earlier of notice or knowledge of such failure,

(E)Section 13(q)14(q) (Other Financial Covenants), provided Seller shall be entitled to five (5) Business Days to cure any such default from the earlier of notice or knowledge of such failure,

(F)Section 13(w)14(w) (Takeout Payments); provided, that if the Seller provides Buyer with written evidence reasonably satisfactory to Buyer that such failure is solely the result of an administrative error, such failure shall only be deemed an Event of Default if such failure to comply shall continue unremedied for a period of five (5) Business Days or if such failure results in a Material Adverse Effect, or

(G)Section 13(z)14(z) (Illegal Activities);

(ii)(A) Any representation, warranty or certification made herein or in any other Program Document by Seller or any certificate furnished to Buyer pursuant to the provisions hereof or thereof shall prove to have been untrue or misleading in any material respect as of the time made or furnished and such breach is not cured within five (5) Business Days after knowledge thereof by, or notice thereof to, a Responsible Officer, or (B) any representation or warranty made by Seller in Schedule 1 to this Agreement shall prove to have been untrue or misleading in any material respect as of the time made or furnished and such breach is not cured within thirty (30) calendar days after knowledge thereof by, or notice thereof to, a Responsible Officer, provided that each such breach of a representation or warranty made in Schedule 1 shall be considered solely for the purpose of determining the Market Value of the Loans affected by such breach, and shall not be the basis for declaring an Event of Default under this Agreement unless the Seller shall have made any such representations and warranties with actual knowledge by a Responsible Officer that they were materially false or misleading at the time made; and

(iii)Seller fails to observe or perform, in any material respect, any other covenant or agreement contained in this Agreement (and not identified in clause (b)(i) of this Section) or any other Program Document and such failure to observe or perform is not cured within five (5) Business Days after knowledge thereof by, or notice thereof to, a Responsible Officer;

(c)Judgments. Any final, judgment or judgments or order or orders for the payment of money is rendered against the Seller in excess of 10% of Seller’s Adjusted Tangible Net Worth in the aggregate shall be rendered against the Seller by one or more courts, administrative tribunals or other bodies having jurisdiction over the Seller and the same shall not be discharged (or provisions shall not be made for such discharge), satisfied, or bonded, or a stay of execution thereof shall not be procured, within sixty (60) days from the date of entry thereof and the Seller

shall not, within said period of sixty (60) days, or such longer period during which execution of the same has been stayed or bonded, appeal therefrom and cause the execution thereof to be stayed during such appeal;

(d)Insolvency Event. The Seller (i) discontinues or abandons operation of its business; (ii) fails generally to, or admits in writing its inability to, pay its debts as they become due; (iii) files a voluntary petition in bankruptcy, seeks relief under any provision of any bankruptcy, reorganization, moratorium, delinquency, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction whether now or subsequently in effect; (iv) consents to the filing of any petition against it under any such law; (v) consents to the appointment of or taking possession by a custodian, receiver, conservator, trustee, liquidator, sequestrator or similar official for the Seller, or of all or any substantial part of its respective Property; (vi) makes an assignment for the benefit of its creditors; or (vii) has a proceeding instituted against it in a court having jurisdiction in the premises seeking (A) a decree or order for relief in respect of Seller in an involuntary case under any applicable bankruptcy, insolvency, liquidation, reorganization or other similar law now or hereafter in effect, or (B) the appointment of a receiver, liquidator, trustee, custodian, sequestrator, conservator or other similar official of Seller, or for any substantial part of its property, or for the windingup or liquidation of its affairs (provided, however, if such proceeding or appointment is the result of the commencement of involuntary proceedings or the filing of an involuntary petition against such Person no Event of Default shall be deemed to have occurred under this clause (d) unless such proceeding or appointment is not stayed or dismissed within sixty (60) days after the initial date thereof);

(e)Change of Control. A Change of Control of the Seller shall have occurred without the prior consent of Buyer, unless (i) waived by Buyer in writing, or (ii) the Seller shall have repurchased all Purchased Assets subject to Transactions within thirty (30) days thereof;

(f)Liens. Except for the Liens contemplated under the Intercreditor Agreement, the Seller shall grant, or suffer to exist, any Lien on any Purchased Item that has not been repurchased except the Liens permitted under this Agreement and under the Intercreditor Agreement; or the Liens contemplated hereby shall cease to be first priority perfected Liens on the Purchased Items that have not been repurchased in favor of Buyer or shall be Liens in favor of any Person other than Buyer or this Agreement shall for any reason cease to create a valid, first priority security interest or ownership interest upon transfer in any of the Purchased Assets or Purchased Items purported to be covered hereby and that have not been repurchased, in each case (i) to the extent such Lien or failure is not cured within five (5) Business Days following written notice from Buyer to a Responsible Officer of such Lien or failure and (ii) subject to the terms of the Intercreditor Agreement;

(g)Going Concern. The Seller’s audited financial statements delivered to Buyer shall contain an audit opinion that is qualified or limited by reference to the status of Seller as a “going concern” or reference of similar import;

(h)Third Party Cross Default. Any “event of default” or any other default by Seller under any Indebtedness to which Seller is a party (after the expiration of any applicable grace or cure period under any such agreement) individually in excess of [***] outstanding, which has

resulted in the acceleration of the maturity of such other Indebtedness, provided that such default or “event of default” shall be deemed automatically cured and without any action by Buyer or Seller, if, within five (5) calendar days after Seller’s receipt of notice of such acceleration, (A) the Indebtedness that was the basis for such default is discharged in full, (B) the holder of such Indebtedness has rescinded, annulled or waived the acceleration, notice or action giving rise to such default, or (C) such default has been cured and no “event of default” or any other default continues under such other Indebtedness;

(i)Enforceability. For any reason, this Agreement at any time shall not be in full force and effect in all material respects or shall not be enforceable in all material respects in accordance with its terms, or any Person (other than Buyer) shall contest the validity, enforceability or perfection of any Lien granted pursuant thereto, or any party thereto (other than Buyer) shall seek to disaffirm, terminate, limit or reduce its obligations hereunder.

19.18. REMEDIES

(a)Upon the occurrence of an Event of Default, Buyer, at its option (which option shall be deemed to have been exercised immediately upon the occurrence of an Event of Default pursuant to Section 17(d)18(d)), shall have the right to exercise any or all of the following rights and remedies:

(i)Buyer has the right to cause the Repurchase Date for each Transaction hereunder, if it has not already occurred, to be deemed immediately to occur (provided that, in the event that the Purchase Date for any Transaction has not yet occurred as of the date of such exercise or deemed exercise, such Transaction may be deemed immediately canceled). Buyer shall (except for deemed exercises) give written notice to Seller of the exercise of such option as promptly as practicable.

(A)The Seller’s obligations hereunder to repurchase all Purchased Assets at the Repurchase Price therefor on the Repurchase Date (determined in accordance with the preceding sentence) in such Transactions shall thereupon become immediately due and payable; all Income then on deposit in the Collection Account and all Income paid after such exercise or deemed exercise shall be remitted to and retained by Buyer and applied to the aggregate Repurchase Price and any other amounts owing by the Seller hereunder; the Seller shall immediately deliver to Buyer or its designee any and all Purchased Assets, original papers, Servicing Records and files relating to the Purchased Assets subject to such Transaction then in the Seller’s possession and/or control; and all right, title and interest in and entitlement to such Purchased Assets and Servicing Rights thereon shall be deemed transferred to Buyer or its designee; provided, however, in the event that the Seller repurchases any Purchased Asset pursuant to this Section 18(a)(i)19(a)(i), Buyer shall deliver to Seller any and all original papers, records and files relating to such Purchased Asset then in its possession and/or control.

(B)To the extent permitted by applicable law, the Repurchase Price with respect to each such Transaction shall be increased by the aggregate amount obtained by daily application of, on a 360 day per year basis for the actual number of days during the period from and including the date of the exercise or deemed exercise of such option to but excluding the date of payment of the Repurchase Price as so increased, (x) the PostDefault Rate in effect following an Event of Default to (y) the Repurchase Price for such Transaction as of the Repurchase Date as determined pursuant to subsection (a)(i)(A) of this Section (decreased as of any day by (i) any amounts actually in the possession of Buyer pursuant to clause (C) of this subsection), (ii) any proceeds from the sale of Purchased Assets applied to the Repurchase Price pursuant to subsection (a)(ii) of this Section, and (iii) any other Purchased Items, Related Security or other assets of Seller held by Buyer and applied to the Obligation.

(C)All Income actually received by Buyer pursuant to Section 7 or otherwise shall be applied to the aggregate unpaid Repurchase Price owed by Seller.

(ii)Buyer shall have the right to, at any time on or following the Business Day following the date on which the Repurchase Price became due and payable pursuant to Section 18(a)(i)19(a)(i), (A) immediately sell, without notice or demand of any kind, at a public or private sale and at such price or prices as Buyer may deem to be commercially reasonable for cash or for future delivery without assumption of any credit risk, any or all or portions of the Purchased Assets and Purchased Items on a servicing released basis and apply the proceeds thereof to the aggregate unpaid Repurchase Prices and any other amounts owing by Seller hereunder or (B) in its reasonable good faith discretion elect, in lieu of selling all or a portion of such Purchased Assets, to give Seller credit for such Purchased Assets, Purchased Items, Related Security or other assets of Seller held by Buyer in an amount equal to the Market Value against the aggregate unpaid Repurchase Price and any other amounts owing by Seller hereunder. The proceeds of any disposition of Purchased Assets and the Purchased Items will be applied to the Obligations and Buyer’s related expenses as determined by Buyer in its reasonable good faith discretion. Buyer may purchase any or all of the Purchased Assets at any public or private sale.

(iii)The Seller shall remain liable to Buyer for any amounts that remain owing to Buyer following a sale and/or credit under the preceding section. Seller will be liable to Buyer for (A) the amount of all reasonable legal or other expenses (including, without limitation, all costs and expenses of Buyer in connection with the enforcement of this Repurchase Agreement or any other agreement evidencing a Transaction, whether in action, suit or litigation or bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally, further including but not limited to, the reasonable fees and expenses of counsel (including the allocated costs of internal counsel of Buyer)) incurred in connection with or as a result of an Event of Default, (B) damages in an amount equal to the reasonable, documented, out-of-pocket cost of Buyer (including all fees, expenses, and commissions) of entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event

of Default, and (C) any other out-of-pocket loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default in respect of a Transaction.

(iv)Buyer shall have the right to terminate this Agreement and declare all obligations of the Seller to be immediately due and payable, by a notice in accordance with Section 2021 hereof.

(v)The parties recognize that it may not be possible to purchase or sell all of the Purchased Assets on a particular Business Day, or in a transaction with the same purchaser, or in the same manner because the market for such Purchased Assets may not be liquid. In view of the nature of the Purchased Assets, the parties agree that liquidation of a Transaction or the underlying Purchased Assets does not require a public purchase or sale and that a good faith private purchase or sale shall be deemed to have been made in a commercially reasonable manner. Accordingly, Buyer may elect the time and manner of liquidating any Purchased Asset and nothing contained herein shall obligate Buyer to liquidate any Purchased Asset on the occurrence of an Event of Default or to liquidate all Purchased Assets in the same manner or on the same Business Day or shall constitute a waiver of any right or remedy of Buyer. Notwithstanding the foregoing, the parties to this Agreement agree that the Transactions have been entered into in consideration of and in reliance upon the fact that all Transactions hereunder constitute a single business and contractual obligation and that each Transaction has been entered into in consideration of the other Transactions.

(vi)To the extent permitted by applicable law, the Seller waives all claims, damages and demands it may acquire against Buyer arising out of the exercise by Buyer of any of its rights hereunder after an Event of Default, other than those claims, damages and demands arising from the gross negligence or willful misconduct of Buyer. If any notice of a proposed sale or other disposition of Purchased Items shall be required by law, such notice shall be deemed reasonable and proper if given at least two (2) Business Days before such sale or other disposition.

(b)The Seller hereby acknowledges, admits and agrees that the Seller’s obligations under this Agreement are recourse obligations of the Seller.

(c)Buyer shall have the right to obtain physical possession of the Servicing Records and all other files of the Seller relating to the Purchased Assets and all documents relating to the Purchased Assets which are then or may thereafter come into the possession of the Seller or any third party acting for the Seller and the Seller shall deliver to Buyer such assignments as Buyer shall request; provided that if such records and documents also relate to mortgage loans other than the Purchased Assets, Buyer shall have a right to obtain copies of such records and documents, rather than originals.

(d)Buyer shall have the right to direct all Persons servicing the Purchased Assets to take such action with respect to the Purchased Assets as Buyer determines appropriate and as is consistent with the Servicer’s obligations and applicable law.

(e)In addition to all the rights and remedies specifically provided herein, Buyer shall have all other rights and remedies provided by applicable federal, state, foreign, and local laws, whether existing at law, in equity or by statute, including, without limitation, all rights and remedies available to a purchaser or a secured party, as applicable, under the Uniform Commercial Code.

(f)Except as otherwise expressly provided in this Agreement or by applicable law, Buyer shall have the right to exercise any of its rights and/or remedies immediately upon the occurrence and during the continuance of an Event of Default, and at any time thereafter, with notice to Seller, without presentment, demand, protest or further notice of any kind other than as expressly set forth herein, all of which are hereby expressly waived by the Seller. All rights and remedies arising under this Agreement as amended from time to time hereunder are cumulative and not exclusive of any other rights or remedies which Buyer may have.

(g)Buyer may enforce its rights and remedies hereunder without prior judicial process or hearing, and the Seller hereby expressly waives, to the extent permitted by law, any right the Seller might otherwise have to require Buyer to enforce its rights by judicial process. The Seller also waives, to the extent permitted by law (and absent any willful misconduct or gross negligence of Buyer), any defense (other than a defense of payment or performance) the Seller might otherwise have arising from use of nonjudicial process, enforcement and sale of all or any portion of the Purchased Assets and any other Purchased Items or from any other election of remedies. The Seller recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length.

(h)The Seller shall cause all sums received by the Seller after and during the continuance of an Event of Default with respect to the Purchased Assets to be deposited with such Person as Buyer may direct after receipt thereof. To the extent permitted by applicable law, Seller shall be liable to Buyer for interest on any amounts owing by Seller hereunder, from the date Seller becomes liable for such amounts hereunder until such amounts are (i) paid in full by Seller or (ii) satisfied in full by the exercise of Buyer’s rights hereunder. Interest on any sum payable by Seller to Buyer under this paragraph 19(h) is at a rate equal to the PostDefault Rate and all reasonable costs and expenses incurred in connection with hedging or covering transactions related to the Purchased Assets, conduit advances and payments for mortgage insurance.

(i)Upon the occurrence of an Event of Default, there shall be no further Rollover Transactions.

20.19. DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE

No failure on the part of Buyer to exercise, and no delay in exercising, and no course of dealing with respect to, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Buyer of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All rights and remedies of Buyer provided for herein are cumulative and in addition to any and all other rights and remedies provided by law, the Program Documents and the other instruments and agreements contemplated hereby and thereby,

and are not conditional or contingent on any attempt by Buyer to exercise any of its rights under any other related document. Buyer may exercise at any time after the occurrence of an Event of Default one or more remedies, as it so desires, and may thereafter at any time and from time to time exercise any other remedy or remedies. An Event of Default will be deemed to be continuing unless expressly waived by Buyer in writing.

21.20. NOTICES AND OTHER COMMUNICATIONS

Except as otherwise expressly permitted by this Agreement, all notices, requests and other communications provided for herein and under the Custodial and Disbursement Agreement (including, without limitation, any modifications of, or waivers, requests or consents under, this Agreement) shall be given or made in writing (including, without limitation, by Electronic Transmission telex or telecopy or email) delivered to the intended recipient at the address of such Person set forth in this Section 2021 below; or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. Except as otherwise provided in this Agreement and except for notices given by the Seller under Section 3(a) (which shall be effective only on receipt), all such communications shall be deemed to have been duly given when transmitted by Electronic Transmission, telex or telecopier or email or delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as aforesaid. In all cases, to the extent that the related individual set forth in the respective “Attention” line is no longer employed by the respective Person, such notice may be given to the attention of a Responsible Officer of the respective Person or to the attention of such individual or individuals as subsequently notified in writing by a Responsible Officer of the respective Person.

If to Buyer:

Barclays Bank PLC – Mortgage Finance

745 Seventh Avenue, 4th Floor

New York, New York 10019

[***]

With copies to:

Barclays Bank PLC – Legal Department

745 Seventh Avenue, 20th Floor

New York, New York 10019

[***]

Barclays Capital – Operations

US-400 Jefferson Park

Whippany, New Jersey 07981

[***]

If to the Seller:

Quicken LoansRocket Mortgage, LLC

1050 Woodward Ave.

Detroit, Michigan 48226

Attention: Rob Wilson

[***]

With a copy to:

Quicken LoansRocket Mortgage, LLC

1050 Woodward Ave,

Detroit, Michigan 48226

Attention: Amy Bishop

[***]

22.21. USE OF EMPLOYEE PLAN ASSETS

No assets of an employee benefit plan subject to any provision of ERISA shall be used by either party hereto in a Transaction.

23.22. INDEMNIFICATION AND EXPENSES.

(a)The Seller agrees to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all claims, liabilities, losses, damages, judgments, and documented and out-of-pocket costs and expenses of any kind (including reasonable fees of counsel) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct or a claim by one Indemnified Party against another Indemnified Party. Without limiting the generality of the foregoing, the Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any (i) any investigation, litigation or other proceeding (whether or not such Indemnified Party is a party thereto) relating to, resulting from or arising out of any of the Program Documents and all other documents related thereto, any breach by Seller of any representation or warranty or covenant in this Agreement or any other Program Document, and all actions taken pursuant thereto, (ii) the Transactions, or any indemnity payable under the servicing agreement or other servicing arrangement, and (iii) environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct or is the

result of a claim made by Seller against the Indemnified Party, and Seller is ultimately the successful party in any resulting litigation or arbitration; provided, however, if a court of competent jurisdiction on appeal subsequently determines that an Indemnified Party did not act with gross negligence or engage in willful misconduct, Seller’s indemnification obligations with respect to such Costs shall be automatically reinstated. In any suit, proceeding or action brought by an Indemnified Party in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, the Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from the Seller. The Seller also agrees to reimburse an Indemnified Party promptly after billed by such Indemnified Party for all such Indemnified Party’s reasonable documented, actual, out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. The Seller hereby acknowledges that, the obligations of the Seller under this Agreement are recourse obligations of the Seller.

(b)The Seller agrees to pay (within ten (10) Business Days after the Seller receives written demand for such payment from Buyer) all of the documented out-of-pocket costs and expenses reasonably incurred by Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. The Seller agrees to pay all of the documented out-of-pocket costs and expenses reasonably incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer and (ii) all the due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Purchased Items under this Agreement, including, but not limited to, those costs and expenses incurred by Buyer pursuant to this Section 2223 and Section 4243 hereof but excluding pre-closing upfront diligence (including legal and credit diligence); provided, however, that (x) the aggregate amount of such costs and expenses referred to in clause (i) of this sentence shall not exceed [***] (exclusive of amendments hereto), and (y) the aggregate amount of such costs and expenses referred to in clause (ii) of this sentence and incurred after the Effective Date shall not exceed [***] per annum; provided that after the occurrence of an Event of Default, such amounts shall not be applicable. Buyer shall deliver to the Seller copies of documentation supporting any of the foregoing demands on the Seller’s request. The Seller, Buyer, and each Indemnified Party also agree not to assert any claim against the others or any of their Affiliates, or any of their respective officers, directors, members, managers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY

APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES.

(c)If the Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of the Seller by Buyer (including without limitation by Buyer netting such amount from the proceeds of any Purchase Price paid by Buyer to the Seller hereunder), in its sole discretion and the Seller shall remain liable for any such payments by Buyer (except those that are paid by Seller, including by netting against any Purchase Price). No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents (except those that are paid by Seller, including by netting against any Purchase Price).

(d)Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 2223 shall survive the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Assets by Buyer against full payment therefor.

(e)The obligations of Seller from time to time to pay the Repurchase Price and all other amounts due under this Agreement are full recourse obligations of Seller.

24.23. WAIVER OF DEFICIENCY RIGHTS

Seller hereby expressly waives, to the fullest extent permitted by law, any right that it may have to direct the order in which any of the Purchased Items shall be disposed of in the event of any disposition pursuant hereto.

25.24. REIMBURSEMENT

All sums reasonably expended by Buyer in connection with the exercise of any right or remedy provided for herein shall be and remain Seller’s obligation (unless and to the extent that Seller is the prevailing party in any dispute, claim or action relating thereto or Buyer or an Indemnified Party is grossly negligent or engages in willful misconduct relating thereto). The Seller agrees to pay, with interest at the Post-Default Rate to the extent that an Event of Default has occurred, the reasonable, documented outofpocket expenses and reasonable attorneys’ fees reasonably incurred by Buyer and/or Custodian in connection with the preparation, negotiation, enforcement (including any waivers), administration and amendment of the Program Documents (regardless of whether a Transaction is entered into hereunder), the reasonable taking of any action, including legal action, required or permitted to be taken by Buyer (without duplication to Buyer) and/or Custodian pursuant thereto, subject to Section 22(b)23(b), any due diligence, inspection, testing and review costs and expenses in connection with any “due diligence” or loan agent reviews conducted by Buyer or on its behalf or by refinancing or restructuring in the nature of a “workout” all pursuant to the terms of this Agreement.

26.25. FURTHER ASSURANCES

The Seller agrees to do such further acts and things and to execute and deliver to Buyer such additional assignments, acknowledgments, agreements, powers and instruments as are reasonably required by Buyer to carry into effect the intent and purposes of this Agreement and the other Program

Documents, to grant, preserve, protect and perfect the interests of Buyer in the Purchased Items or to better assure and confirm unto Buyer its rights, powers and remedies hereunder and thereunder.

27.26. TERMINATION

This Agreement shall remain in effect until the Termination Date. However, no such termination shall affect the Seller’s outstanding obligations to Buyer at the time of such termination. The Seller’s obligations under Section 5, Section 1213, Section 2223, and Section 2425 and any other reimbursement or indemnity obligation of the Seller to Buyer pursuant to this Agreement or any other Program Documents shall survive the termination hereof.

28.27. SEVERABILITY

If any provision of any Program Document is declared invalid by any court of competent jurisdiction, such invalidity shall not affect any other provision of the Program Documents, and each Program Document shall be enforced to the fullest extent permitted by law.

29.28. BINDING EFFECT; GOVERNING LAW

This Agreement shall be binding and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Seller may not assign or transfer any of its rights or obligations under this Agreement or any other Program Document without the prior written consent of Buyer. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTION 5-1401 AS WELL AS 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

30.29. AMENDMENTS

Except as otherwise expressly provided in this Agreement, any provision of this Agreement may be modified or supplemented only by an instrument in writing signed by the Seller and Buyer and any provision of this Agreement imposing obligations on the Seller or granting rights to Buyer may be waived by Buyer.

31.30. SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

32.31. CAPTIONS

The table of contents and captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.

33.32. COUNTERPARTS

This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. The parties agree that this Agreement, any documents to be delivered

pursuant to this Agreement and any notices hereunder may be transmitted between them by email and/or facsimile. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. Documents executed, scanned and transmitted electronically, and electronic signatures, shall be deemed original signatures for purposes of this Agreement and any related documents and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Agreement and any related document may be accepted, executed or agreed to through use of an electronic signature in accordance with applicable eCommerce Laws. Any document accepted, executed or agreed to in conformity with such eCommerce Laws, by one or both parties, will be binding on both parties the same as if it were physically executed. Each party consents to the commercially reasonable use of third party electronic signature capture service providers and record storage providers.

34.33. SUBMISSION TO JURISDICTION; WAIVERS

EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY:

(A) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND/OR ANY OTHER PROGRAM DOCUMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

(B) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

(C) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH IN SECTION 2021 OR AT SUCH OTHER ADDRESS OF WHICH BUYER SHALL HAVE BEEN NOTIFIED; AND

(D) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.

35.34. WAIVER OF JURY TRIAL

EACH SELLER AND BUYER HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER PROGRAM DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

36.35. ACKNOWLEDGEMENTS

The Seller hereby acknowledges that:

(a)it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Program Documents;

(b)Buyer has no fiduciary relationship to the Seller; and

(c)no joint venture exists between Buyer and the Seller.

37.36. HYPOTHECATION OR PLEDGE OF PURCHASED ITEMS.

Subject to the terms set forth below, Buyer shall have free and unrestricted use of all Purchased Assets and nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Assets or otherwise pledging, repledging, transferring, hypothecating, or rehypothecating the Purchased Assets (each of the foregoing, a “Repledge Transaction”) to a third party (each, a “Repledgee”). Notwithstanding the foregoing, no such Repledge Transaction under this Section 3637 shall relieve Buyer of its obligations under the Program Documents, including, without limitation, Buyer'sBuyer’s obligation to transfer Purchased Assets to Seller pursuant to the terms of the Program Documents, and its obligation to return to Seller the exact Purchased Assets and the related Purchased Items and not substitutes therefor. The Buyer hereby represents that each Repledge Transaction expressly requires the applicable Repledgee to return such Purchased Assets to the Buyer upon tender of repayment therefor. Additionally, (i) with respect to any Repledge Transaction that constitutes a securitization of the Purchased Assets or Buyer’s interests therein, each Repledgee shall enter into a side letter whereby the Indenture Trustee (as defined in the related securitization documents) agrees that (x) upon an Event of Default pursuant to the related securitization documents, the Indenture Trustee shall provide notice thereof to Seller, and Seller shall have the right to purchase Purchased LoansAssets from the Buyer at the Repurchase Price for such Purchased LoansAssets within 30 days of the receipt of such notice and (y) upon remittance of the applicable Repurchase Price, the Seller shall automatically become the owner of the Purchased LoansAssets and the servicing rights related thereto and all Obligations of Seller under this Agreement shall cease to exist other than those that by their express terms survive and (z) Buyer and the Indenture Trustee shall automatically cease to have any right, title or interest in such Purchased LoansAssets and the servicing rights related thereto, (ii) the Purchased Assets shall not be transferred from the Custodian except pursuant to the terms of the Custodial and Disbursement Agreement, (iii) regardless of the form of Repledge Transaction, the applicable certificates or other form of collateral representing the Buyer’s interest in the Purchased Assets (the “Repledged Collateral”) shall initially be held by Deutsche Bank National Trust Company as custodian, or such other custodian as the Buyer notifies the Seller shall serve as the initial custodian with respect to such Repledged Collateral in the applicable Repledge Transaction (which notice shall be no less than five (5) Business Days prior to the applicable Repledged Collateral being transferred to such other initial custodian, along with key contact information for such custodian) (the “Repledge Custodian”), and (iv) the Buyer shall provide the Seller with no less than five (5) Business Days prior written notice before any Repledged Collateral is transferred from the Repledge Custodian to an alternative custodian, along with key contact information at the applicable alternative custodian.

38.37. ASSIGNMENTS.

(a)The Seller may assign any of its rights or obligations hereunder only with the prior written consent of Buyer, and the Buyer may assign any of its rights or obligations hereunder only with the prior written consent of Seller, provided that the Buyer may assign all or a portion of its rights and obligations under this Agreement and the Program Documents without the prior written consent of Seller solely if (A) an Event of Default has occurred and is continuing, or (B) if any such assignment is to Sheffield Receivables Company LLC, Salisbury Receivables Company, LLC, Barclays CCP Funding LLC or Barclays Bank Delaware (each, an “Authorized Assignee”) and (i) Barclays remains solely liable or becomes jointly and severally liable with any such Authorized Assignee for the obligations under this Agreement and the Program Documents assigned to such Authorized Assignee, and (ii) either (x) Barclays provides back-up liquidity to any such Authorized Assignee, or (y) any such Authorized Assignee is consolidated into Barclays’ financial statements. Any assignment by the Buyer (other than an assignment of rights arising in connection with a Repledge Transaction) shall be pursuant to an executed assignment in form and substance acceptable to the Seller, specifying the percentage or portion of such rights and obligations assigned.

(b)Buyer may furnish any information concerning the Seller or any of its Subsidiaries in the possession of Buyer from time to time to assignees (including prospective assignees) only after notifying the Seller in writing and securing signed confidentiality agreements (in a form mutually acceptable to Buyer and the Seller) and only for the sole purpose of evaluating assignments and for no other purpose; provided, that no notice shall be required if such assignee or prospective assignee is an Authorized Assignee.

(c)Upon the Seller’s consent to an assignment, the Seller agrees to reasonably cooperate with Buyer in connection with any such assignment, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment.

(d)Buyer, solely for this purpose as Seller’s non-fiduciary agent, shall maintain a register (the “Register”) on which it will record each assignment or participation hereunder and each Assignment and Acceptance. The Register will include the name and address of Buyer (including all assignees, Participants and successors) and the percentage or portion of such rights and obligations assigned or participated. The entries in the Register will be conclusive absent manifest error. Seller shall treat each Person whose name is recorded in the Register as a Buyer for all purposes of this Agreement; provided however, that any failure to make any such recordation, or any error in such recordation shall not affect Seller’s obligations in respect of such rights. This Section 37(d)38(d) is intended to comprise a book entry system within the meaning of Treasury regulation section 5f.103-1(c) that is the exclusive way for Buyer (or any of its assignees or successors) to transfer an interest under this Agreement and these provisions shall be interpreted in a manner consistent with and so as to effect such intent.

(e)Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase

Eligible Loans, or any other interest of Buyer hereunder and under the other Program Documents. In the event of any such sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof.

(f)Buyer may furnish any information concerning Seller or any of its Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements substantially in accordance with the confidentiality provisions hereof and only for the sole purpose of evaluating assignments or participations and for no other purpose; provided that no notice shall be required if such assignee or Participant is an Authorized Assignee.

(g)Seller agrees to reasonably cooperate with Buyer in connection with any such assignment and/or participation and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents as are reasonably requested in order to give effect to such assignment and/or participation; provided, however, that any such amendments, supplements, or other modifications shall not alter the basic right, obligations and remedies of Seller in this Agreement; and provided, further, that any such assignment and/or participation shall be at no cost to the Seller, and that the Buyer shall cover any reasonable out-of-pocket legal fees and any other expenses incurred by the Seller in connection thereto.

39.38. SINGLE AGREEMENT

The Seller and Buyer acknowledge that, and have entered hereinto and will enter into each Transaction hereunder in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationship and have been made in consideration of each other. Accordingly, the Seller and Buyer each agree (i) to perform all of its obligations in respect of each Transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Transactions hereunder; (ii) that payments, deliveries and other transfers made by any of them in respect of any Transaction shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Transaction hereunder, and the obligations to make any such payments, deliveries and other transfers may be applied against each other and netted; and (iii) to promptly provide notice to the other after any such set off or application.

40.39. INTENT

(a)The Seller and Buyer recognize that this Agreement and each Transaction hereunder is a “repurchase agreement” as that term is defined in Section 101(47)(A)(i) of the Bankruptcy Code, a “securities contract” as that term is defined in Section 741(7)(A)(i) of the Bankruptcy Code, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in the Bankruptcy Code, and that the pledge of the Related Security in Section 8(a)9(a) hereof is intended to constitute a “security agreement,” “securities contract” or “other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(a)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The Seller and the Buyer recognize that the Buyer shall be entitled to, without limitation, the liquidation, termination, acceleration and non-avoidability rights afforded to parties to “repurchase agreements” pursuant to, without limitation, Sections 559, 362(b)(7) and 546(f) of the Bankruptcy Code, “securities contracts” pursuant to, without limitation, Sections 555, 362(b)(6) and 546(e) of the Bankruptcy Code and “master netting agreements” pursuant to, without limitation, Sections 561, 362(b)(27) and 546(j) of the Bankruptcy Code. Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption or assignment pursuant to Bankruptcy Code Section 365(a).

(b)It is understood that Buyer’s right to liquidate the Purchased Items delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 1819 hereof is a contractual right to liquidate, accelerate or terminate such Transaction as described in, without limitation, Sections 555, 559 and 561 of the Bankruptcy Code; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit is considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5).

(c)The parties hereby agree that all Servicing Agreements and any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Assets shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A), 101(47)(a)(v) and 741(7)(A)(xi) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code.

(d)The parties further agree that if a party hereto is an “insured depository institution” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract” as that term is defined in the FDIA, and any rules, orders or policy statement thereunder.

(e)It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation,” respectively, as defined in and subject to FDICIA.

41.40. CONFIDENTIALITY

(a)Buyer and Seller hereby acknowledge and agree that all written or computerreadable information provided by one party to the other regarding the terms set forth in any of the Program Documents or the Transactions contemplated hereby or thereby or regarding any other confidential or proprietary information of a party, including, without limitation, any financial information of Seller provided to Buyer, including, without limitation, pursuant to Section 13(a)14(a) (the “Confidential Terms”), will be kept confidential by such party, and will not be divulged to any party without the prior written consent of such other party except to the extent that (i) such information is disclosed to direct or indirect parent companies, Subsidiaries, Affiliates, directors, officers, members, managers, shareholders, legal counsel, auditors, accountants, employees or agents (the “Representatives”); provided that such Representatives are informed of the confidential nature of such information and the disclosing party is responsible for their breach of these confidentiality provisions; provided, further, that with respect to any financial information of Seller provided to Buyer, including, without limitation, financial information provided pursuant to Section 13(a)14(a), such financial information is only disclosed to Representatives in connection with the ongoing administration or performance of the Program Documents, (ii) disclosure of such information is required or requested by law, rule, regulation or order of any court, taxing authority, governmental agency or regulatory body, (iii) any of the Confidential Terms are in the public domain other than due to a breach of the provisions of this Section 4041, (iv) other than with respect to any financial information of Seller provided to Buyer, including, without limitation, pursuant to Section 13(a)14(a), which shall require Seller’s separate and prior written consent to disclose, disclosure is made to any approved hedge counterparty to the extent necessary to obtain any hedging arrangement, (v) other than with respect to any financial information of Seller provided to Buyer, including, without limitation, pursuant to Section 13(a)14(a), which shall require Seller’s separate and prior written consent to disclose, any such disclosure is made in connection with an offering of securities, (vi) other than with respect to any financial information of Seller provided to Buyer, including, without limitation, pursuant to Section 13(a)14(a), which shall require Seller’s separate and prior written consent to disclose, disclosures are made in any party’s financial statements or footnotes, (vii) such disclosures are made to lenders or prospective lenders to Seller, buyers or prospective buyers of Seller’s business, sellers or prospective sellers of businesses to Seller and its counsel, accountants, representatives and agents, (viii) such disclosure is pursuant to Section 37(c)38(c), (ix) such information is already in the possession of the receiving party or any of its Representatives prior to its being furnished to the receiving party or any of its Representatives pursuant hereto; provided, that the source of such information was not known by the receiving party or any of its Representatives to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation to the disclosing party or any other party with respect to such information, (x) such information is or becomes available to the receiving party or any of its Representatives on a non-confidential basis from a source other than disclosing party; provided, that such source is not known by the receiving party or any of its Representatives to be in breach of a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to disclosing party or any other party with respect to such disclosure, or (xi) such disclosure is independently developed or conceived of by or on behalf of the receiving party or any of its Representatives without the use of any Confidential Terms.

(b)Notwithstanding the foregoing or anything to the contrary contained herein or in any other Program Document, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the Transactions, any fact relevant to understanding the federal, state and local tax treatment of the Transactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that, except as provided above, no party may disclose the name of or identifying information with respect to Seller, Buyer, their Affiliates or any other Indemnified Party, or any pricing terms (including, without limitation, the Applicable Margin, Applicable Percentage and Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Transactions and is not relevant to understanding the federal, state and local tax treatment of Transactions, without prior written consent of the other parties.

(c)In the case of disclosure by Seller or Buyer, other than pursuant to Section 40(a)41(a)(i), (iii), (vi), (vii), (ix), (x), or (xi), the disclosing party shall, to the extent practicable and permitted by law, rule, and regulation, provide the other parties with prompt written notice to permit the other party to seek a protective order or to take other appropriate action (at its sole expense). The disclosing party shall use commercially reasonable efforts to cooperate in the other party’s efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded the Program Documents. If, in the absence of a protective order, the disclosing party or any of its Representatives is, upon the advice of internal or external counsel, compelled to disclose any such information, the disclosing party may disclose, without liability hereunder, to the party compelling disclosure only the part of the Program Documents it is in the advice of internal or external counsel compelled to disclose.

(d)Notwithstanding anything in this Agreement to the contrary, Buyer and Seller shall comply, in all material respects, with all applicable local, state and federal laws, including, without limitation, all privacy and data protection law, rules and regulations that are applicable to the Purchased Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Seller and Buyer shall notify the other parties promptly following discovery of any breach or compromise in any material respect of any applicable requirements of law with respect to the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of the other parties. Seller and Buyer shall provide such notice to the other parties by personal delivery, by facsimile with confirmation of receipt, by electronic delivery, or by overnight courier with confirmation of receipt to the applicable requesting individual.

42.41. SERVICING

(a)Seller covenants to maintain or cause the servicing of the Purchased Assets to be maintained in conformity with Accepted Servicing Practices and pursuant to the related underlying Servicing Agreement, if any. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the expiration of the Servicing Term (including any

extension period), (ii) the termination thereof by Buyer in connection with the occurrence of a Servicer Termination Event, (iii) the date on which all the Obligations have been paid in full, or (iv) the transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity.

(b)Servicer shall subservice such Purchased Assets on behalf of Buyer for a term commencing as of the related Purchase Date and which shall automatically terminate without notice on the Repurchase Date for the relevant Transaction (such term, the “Servicing Term”). For the avoidance of doubt, upon expiration of the Servicing Term (including the expiration of any extension thereof) with respect to any Purchased Asset, Seller shall have no right to service the related Purchased Asset nor shall Buyer have any obligation to extend the Servicing Term (or continue to extend the Servicing Term). Buyer shall have the right to immediately terminate the Servicer at any time following the occurrence of any event described in Section 1819 hereof (a “Servicer Termination Event”). If such Servicing Term is not extended by Buyer or if Buyer has terminated Servicer as a result of a Servicer Termination Event, Servicer shall transfer such servicing to Buyer or its designee at no cost or expense to Buyer. Servicer shall hold or cause to be held all Escrow Payments collected with respect to the Purchased Assets it is subservicing on behalf of Buyer in segregated accounts for the sole benefit of the Mortgagors and shall apply the same for the purposes for which such funds were collected. If Servicer should discover that, for any reason whatsoever, it has failed to perform fully its servicing obligations with respect to the Purchased Assets it is subservicing on behalf of Buyer, Seller shall promptly notify Buyer.

(c)During the period the Seller is servicing the Purchased Assets for Buyer, (i) the Seller agrees that Buyer is the owner of all Servicing Records relating to Purchased Assets that have not been repurchased, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Loans (the “Servicing Records”), and (ii) the Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Assets that have not been repurchased and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Section 4142 and any other obligation of the Seller to Buyer. At all times during the term of this Agreement, the Seller covenants to hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to Buyer or its designee (including the Custodian) at Buyer’s reasonable request. It is understood and agreed by the parties that prior to an Event of Default, Seller, as servicer shall retain the servicing fees with respect to the Purchased Assets.

(d)The Buyer, in its sole discretion, may appoint a backup servicer upon the occurrence of an Event of Default. In such event, Seller shall commence monthly delivery to such backup servicer of the servicing information required to be delivered to Buyer pursuant to Section 4243 hereof and any other information reasonably requested by backup servicer, all in a format that is reasonably acceptable to such backup servicer. Buyer shall pay all costs and expenses of such backup servicer, including, but not limited to all fees of such backup servicer in

connection with the processing of such information and the maintenance of a servicing file with respect to the Purchased Assets. Seller shall cooperate fully with such backup servicer in the event of a transfer of servicing hereunder and will provide such backup servicer with all documents and information necessary for such backup servicer to assume the servicing of the Purchased Assets.

(e)If any Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than the Seller (a “Subservicer”), or if the servicing of any Purchased Asset is to be transferred to a Subservicer, the Seller shall provide a copy of the related servicing agreement and an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to Buyer at least one (1) Business Day prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance reasonably acceptable to Buyer. In addition, the Seller shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Loans, which consent may not unreasonably be withheld or delayed.

Upon termination of the Servicer in accordance with subsection (a) above, Buyer shall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate any Subservicers as subservicer and any related Servicing Agreement (to the extent permitted therein) with respect to Purchased Assets that have not been repurchased without payment of any penalty or termination fee. Upon any such termination, the Seller shall cause Subservicer to transfer such servicing with respect to such Purchased Assets to Buyer or its designee, appointed by Buyer in its sole discretion, at no cost or expense to Buyer in accordance with applicable laws and applicable Agency Guidelines. The Seller agrees to cooperate with Buyer in connection with the transfer of servicing.

(f)After the Purchase Date, until the Repurchase Date, the Seller will have no right to modify or alter the terms of the Loan or consent to the modification or alteration of the terms of any Loan, except as required by law, Agency Guidelines, FHA Regulations, requirements for VA Loans, Rural Housing Service Regulations, Accepted Servicing Practices, any Program Documents or other requirements, and the Seller will have no obligation or right to repossess any Loan or substitute another Loan, except as provided in any Custodial and Disbursement Agreement or any Program Document, including, without limitation, Section 1617 of this Agreement.

(g)The Seller shall permit Buyer to inspect upon reasonable prior written notice at a mutually convenient time the Seller’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that the Seller has the ability to service the Loans as provided in this Agreement. In addition, with respect to any Subservicer which is not an Affiliate of the Seller, the Seller shall use its best efforts to enable Buyer to inspect the servicing facilities of such Subservicer.

(h)Seller retains no economic rights to the servicing of the Purchased Assets; provided that Seller shall continue to service the Purchased Assets hereunder as part of its Obligations hereunder. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis.

43.42. PERIODIC DUE DILIGENCE REVIEW

The Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets and Seller, for purposes of verifying compliance with the representations, warranties, covenants and specifications made hereunder or under any other Program Document, or otherwise, and the Seller agrees that upon reasonable (but no less than three (3) Business Days’) prior notice to the Seller (provided that upon the occurrence of a Default or an Event of Default, no such prior notice shall be required), Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, make copies of, and make extracts of, the Mortgage Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of the Seller and/or the Custodian. Provided that no Event of Default has occurred and is continuing, Buyer agrees that it shall exercise commercially reasonable efforts, in the conduct of any such due diligence, to minimize any disruption to Seller’s normal course of business. The Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Purchased Assets. Without limiting the generality of the foregoing, the Seller acknowledges that Buyer shall purchase Loans from the Seller based solely upon the information provided by the Seller to Buyer in the Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right, at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets, including, without limitation, ordering new broker’s price opinions, new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Loan. Buyer may underwrite such Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with reasonable access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of the Seller. In addition, Buyer has the right to perform continuing Due Diligence Reviews of Purchased Assets for purposes of verifying compliance with the representations, warranties, covenants and specifications made hereunder or under any other Program Document, or otherwise. The Seller and Buyer further agree that all out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 4243 shall be paid by the Seller subject to the limitations of Section 22(b)23(b) of this Agreement and that, unless an Event of Default has occurred and is continuing, Buyer shall be limited to one (1) on-site visits in any calendar year.

44.43. SET-OFF

In addition to any rights and remedies of Buyer provided by this Agreement and by law, Buyer shall have the right, without prior notice to the Seller (except for such notice and right to cure as may be specifically provided hereunder in connection with certain Events of Default), any such notice being expressly waived by the Seller to the extent permitted by applicable law, upon any amount becoming due and payable by the Seller hereunder (whether at the stated maturity, by acceleration or otherwise), to set-off and appropriate and apply against such amount any and all Property and deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by Buyer to or for the credit or the account of the Seller only to the extent specifically relating to this Agreement, the other Program Documents or the Transactions described hereunder. Buyer may set-off cash, the proceeds of the liquidation of any Purchased Items and all other sums or obligations owed by Buyer to the Seller, against all of the Seller’s obligations to Buyer, under this Agreement or under any other Program Documents, if such obligations of the Seller are then due, without prejudice to Buyer’s right to recover any deficiency. Buyer agrees promptly to notify the Seller

after any such set-off and application made by Buyer; provided that the failure to give such notice shall not affect the validity of such set-off and application.

45.44. ENTIRE AGREEMENT

This Agreement and the other Program Documents embody the entire agreement and understanding of the parties hereto and thereto and supersede any and all prior agreements, arrangements and understandings relating to the matters provided for herein and therein. No alteration, waiver, amendments, or change or supplement hereto shall be binding or effective unless the same is set forth in writing signed by a duly authorized representative of each party hereto.

46.45. USA PATRIOT ACT; OFAC AND ANTI-TERRORISM

Buyer hereby notifies the Seller that pursuant to the requirements of the USA PATRIOT Improvement and Reauthorization Act, Title III of Pub. L. 109-177 (signed into law March 9, 2009) (the “Act”), it is required to obtain, verify, and record information that identifies the Seller, which information includes the name and address of the Seller and other information that will allow Buyer to identify the Seller in accordance with the Act. Seller hereby represents and warrants to Buyer and shall on and as of the Purchase Date for any Transaction and on and as of each date thereafter through and including the related Repurchase Date be deemed to represent and warrant to Buyer that:

(a) (i) Neither the Seller, nor the Parent Company nor, to the Seller’s actual knowledge, any director, officer, or employee of the Seller or any of its subsidiaries, or any originator of a Purchased Asset is named on the list of Specifically Designated Nationals maintained by OFAC or any similar list issued by OFAC (collectively, the “OFAC Lists”) or is located, organized, or resident in a country or territory that is, or whose government is, the target of sanctions imposed by OFAC or any other Governmental Authority; (ii) no Person on the OFAC Lists owns an equity interest in, directly or indirectly, or otherwise controls, the Seller, the Parent Company or any Originatororiginator; and (iii) to the knowledge of the Seller, Buyer is not precluded, under the laws and regulations administered by OFAC, from entering into this Agreement or any transactions pursuant to this Agreement with the Seller due to the ownership or control by any person or entity of stocks, shares, bonds, debentures, notes, drafts or other securities or obligations of the Seller.

(b) (i) Seller will not knowingly conduct business with or engage in any transaction with any obligor that the Seller or any originator of a Purchased Asset knows, after reasonable due diligence, (x) is named on any of the OFAC Lists or is located, organized, or resident in a country or territory that is, or whose government currently is, the target of countrywide sanctions imposed by OFAC or any other Governmental Authority; (y) is owned, directly or indirectly, or otherwise controlled, by a Person named on any OFAC List; (ii) if the Seller obtains actual knowledge, after reasonable due diligence, that any Obligorobligor is named on any of the OFAC Lists or that any Person named on an OFAC List owns an equity interest in, directly or indirectly, or otherwise controls, the Obligor,obligor, or the Seller, as applicable, Seller will give prompt written notice to the Buyer of such fact or facts; and (iii) the Seller will (x) comply at all times with the requirements of the Economic and Trade Sanctions and Anti-Terrorism Laws applicable to any transactions, dealings or other actions relating to this Agreement, except to the extent such non-compliance does not result in a violation of applicable law by Buyer and (y) will, upon the Buyer’s reasonable request from time to time during the term of this Agreement, deliver a certification confirming its compliance with the covenants set forth in this Section 4546.

47.46. CONTRACTUAL RECOGNITION OF BAIL-IN

Seller acknowledges and agrees that notwithstanding any other term of this Agreement or any other agreement, arrangement or understanding with Buyer, any of Buyer’s liabilities, as the Bank of England (or any successor resolution authority) may determine, arising under or in connection with this Agreement may be subject to Bail-In Action and Seller accepts to be bound by the effect of:

(a) any Bail-In Action in relation to such liability, including (without limitation):

(i) a reduction, in full or in part, of any amount due in respect of any such liability;

(ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, Seller; and

(iii) a cancellation of any such liability; and

(b) a variation of any term of this Agreement to the extent necessary to give effect to Bail-In Action in relation to any such liability.

48.47. CONTRACTUAL RECOGNITION OF UK STAY IN RESOLUTION

(a)Where a resolution measure is taken in relation to any BRRD undertaking or any member of the same group as that BRRD undertaking and that BRRD undertaking or any member of the same group as that BRRD undertaking is a party to this Agreement (any such party to this Agreement being an “Affected Party”), each other party to this Agreement agrees that it shall only be entitled to exercise any termination right under this Agreement against the Affected Party to the extent that it would be entitled to do so under the Special Resolution Regime if this Agreement were governed by the laws of any part of the United Kingdom.

(b)For the purpose of this Section 4748, “resolution measure” means a ‘crisis prevention measure’, ‘crisis management measure’ or ‘recognised third-country resolution action’, each with the meaning given in the “PRA Rulebook: CRR Firms and Non-Authorised Persons: Stay in Resolution Instrument 2015”, as may be amended from time to time (the “PRA Contractual Stay Rules”), provided, however, that ‘crisis prevention measure’ shall be interpreted in the manner outlined in Rule 2.3 of the PRA Contractual Stay Rules; “BRRD undertaking”, “group”, “Special Resolution Regime” and “termination right” have the respective meanings given in the PRA Contractual Stay Rules.

49.48. NOTICE REGARDING CLIENT MONEY RULEs.

Buyer, as a CRD credit institution (as such term is defined in the rules of the FCA), holds all money received and held by it hereunder as banker and not as trustee. Accordingly, money that is received and held by Buyer from you will not be held in accordance with the provisions of the FCA’s Client Asset Sourcebook relating to client money and will not be subject to the statutory trust provided for under the Client Money Rules.

In particular, Buyer shall not segregate money received by it from you from Buyer money and Buyer shall not be liable to account to you for any profits made by Buyer use as banker of such cash and

upon failure of Buyer, the client money distribution rules within the Client Asset Sourcebook (the “Client Money Distribution Rules”) will not apply to these sums and so you will not be entitled to share in any distribution under the Client Money Distribution Rules.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.




QUICKEN LOANSROCKET MORTGAGE, LLC, as Seller




By: Name: Title:




BARCLAYS BANK PLC, as Buyer



By: Name: Title:

[Signature Page to Master Repurchase Agreement]

Schedule 1

REPRESENTATIONS AND WARRANTIES RE: LOANS

Eligible Loans

1For purposes of this Schedule 1 and the representations and warranties set forth herein, a breach of a representation or warranty will be deemed to have been cured with respect to a Loan if and when Seller has taken or caused to be taken action such that the event, circumstance or condition that gave rise to such breach no longer adversely affects such Loan. Seller represents and warrants to Buyer that as to each Loan that is subject to a Transaction hereunder, the Seller hereby makes the following representations and warranties to Buyer as of the Purchase Date and as of each date such Loan is subject to a Transaction:

(a)Loans as Described. The information set forth in the Loan Schedule with respect to the Loan is complete, true and correct in all material respects as of the Purchase Date.

(b)Payments Current. NoFor Loans other than Modified Loans, no payment required under the Loan is [***] days or more delinquent nor has any payment under the Loan been [***] days or more delinquent at any time since the origination of the Loan.

(c)No Outstanding Charges. There are no defaults in complying with the terms of the Mortgage, and all taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid or are not delinquent, or an escrow of funds (for Loans other than Cooperative Loans) has been established in an amount sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due and payable and delinquent. Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds by a party other than the Mortgagor, directly or indirectly, for the payment of any amount required under the Loan, except for interest accruing from the date of the Note or date of disbursement of the Loan proceeds, whichever is earlier, to the day which precedes by one month the Due Date of the first installment of principal and interest.

(d)Original Terms Unmodified. TheFor Loans other than Modified Loans, the terms of the Note and Mortgage have not been impaired, waived, altered or modified in any respect, from the date of origination except by a written instrument which has been recorded, if necessary to protect the interests of Buyer, and which has been delivered to the Custodian or to such other Person as Buyer shall designate in writing, and the terms of which are reflected in the Loan Schedule. The substance of any such waiver, alteration or modification has been approved by the issuer of any related PMI Policy and the title insurer, if any, to the extent required by the policy, and, with respect to RHS Loans, has been approved by the RHS to the extent required by the Rural Housing Service Guaranty, and its terms are reflected on the Loan Schedule, if applicable. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement, approved by the issuer of any related PMI Policy and the title insurer, to the extent required by the policy, and with respect to any RHS Loan, the RHS to the extent required by the Rural Housing Service Guaranty, and which assumption agreement is part of the Mortgage File delivered to the Custodian or to such other Person as Buyer shall designate in writing and the terms of which are reflected in the Loan Schedule.

(e)No Defenses. The Note and the Mortgage are not subject to any right of rescission, setoff, counterclaim or defense, including without limitation the defense of usury, nor will


			Schedule 1-1

the operation of any of the terms of the Note or the Mortgage, or the exercise of any right thereunder, render either the Note or the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, setoff, counterclaim or defense, including without limitation the defense of usury and no such right of rescission, setoff, counterclaim or defense has been asserted with respect thereto, and no Mortgagor was a debtor in any state or federal bankruptcy or insolvency proceeding at, or subsequent to, the time the Loan was originated.

(f)Hazard Insurance. Pursuant to the terms of the Mortgage, all buildings or other improvements upon the Mortgaged Property are insured by a generally acceptable insurer against loss by fire, hazards covered by extended coverage insurance and such other hazards as are provided for in the applicable Agency, FHA, VA, RHS or HUD guidelines, as well as all additional requirements set forth in the Agency Guidelines or the Seller’s Underwriting Guidelines. If required by the Flood Disaster Protection Act of 1973, as amended, each Loan is covered by a flood insurance policy meeting the applicable requirements of the current guidelines of the Federal Insurance Administration as in effect which policy conforms to the applicable Agency, FHA, VA, RHS or HUD guidelines or Seller’s Underwriting Guidelines. All individual insurance policies contain a standard mortgagee clause naming the Seller and its successors and assigns as mortgagee, and all premiums due and owing thereon have been paid. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance policies at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at such Mortgagor’s cost and expense, and to seek reimbursement therefor from the Mortgagor. Where required by state law or regulation, the Mortgagor has been given an opportunity to choose the carrier of the required hazard insurance, provided the policy is not a “master” or “blanket” hazard insurance policy covering a condominium, or any hazard insurance policy covering the common facilities of a planned unit development. The hazard insurance policy is the valid and binding obligation of the insurer and is in full force and effect. Seller has not engaged in, and has no knowledge of the Mortgagor’s having engaged in, any act or omission which would impair the coverage of any such policy, the benefits of the endorsement provided for herein, or the validity and binding effect of such policy, including, without limitation, to Seller’s knowledge, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by Seller, in any case, to the extent it would impair coverage under any such policy.

(g)Compliance with Applicable Law. Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, anti-predatory lending laws, laws covering fair housing, fair credit reporting, community reinvestment, homeowners equity protection, equal credit opportunity, mortgage reform and disclosure laws or unfair and deceptive practices laws applicable to the origination and servicing of such Loan have been complied with in all material respects, the consummation of the transactions contemplated hereby will not involve the violation of any such laws or regulations. Seller shall maintain in its possession, available for Buyer’s inspection, evidence of compliance with all requirements set forth herein.

(h)No Satisfaction of Mortgage. The Mortgage has not been satisfied, canceled, subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, cancellation, subordination or rescission other than in the case of a release of a portion of the land comprising a Mortgaged Property or a release of a blanket Mortgage which release will not cause the Loan to fail to satisfy the applicable Agency Guidelines. Seller has not waived the performance by the


			Schedule 1-2

Mortgagor of any action, if the Mortgagor’s failure to perform such action would cause the Loan to be in default, nor has the Seller waived any default resulting from any action or inaction by the Mortgagor.

(i)Valid First Lien. Each Mortgage is a valid and subsisting first lien on a single parcel or multiple contiguous parcels of real estate included in the Mortgaged Property, including all buildings and improvements on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems annexed to such buildings, and all additions, alterations and replacements made at any time with respect to the foregoing, subject in all cases to the exceptions to title set forth in the title insurance policy with respect to the related Loan, which exceptions are generally acceptable to prudent mortgage lending companies, the exceptions set forth below and such other exceptions to which similar properties are commonly subject and which do not individually, or in the aggregate, materially and adversely affect the benefits of the security intended to be provided by such Mortgage. The lien of the Mortgage is subject to:

(i)the lien of current real property taxes and assessments not yet delinquent.

(ii)covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording acceptable to prudent mortgage lending institutions generally and specifically referred to in the lender’s title insurance policy delivered to the originator of the Loan and (a) referred to or otherwise considered in the appraisal made for the originator of the Loan or (b) which do not adversely affect the Appraised Value of the Mortgaged Property set forth in such appraisal; and

(iii)other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property, and which will not prevent realization of the full benefits of any Rural Housing Service Guaranty.

Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Loan establishes and creates a valid, subsisting, enforceable and first lien and first priority security interest on the property described therein and Seller has full right to pledge and assign the same to Buyer.

(j)Validity of Mortgage Documents. The Note and the Mortgage and any other agreement executed and delivered by a Mortgagor in connection with a Loan are genuine (or in the case of an eNote, the copy of the eNote transmitted to Custodian’s eVault is the Authoritative Copy), and each is the legal, valid and binding obligation of the maker thereof enforceable in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general application affecting the rights of creditors and by general equitable principles. All parties to the Note, the Mortgage and any other such related agreement had legal capacity to enter into the Loan and to execute and deliver the Note, the Mortgage and any such agreement, and the Note, the Mortgage and any other such related agreement have been duly and properly executed by other the applicable related parties. No fraud or error, omission, misrepresentation, negligence or similar occurrence with respect to a Loan has taken place on the part of any Person, including without limitation, the Mortgagor, any appraiser, any builder or developer, or any other party involved in the origination or servicing of the Loan or in any mortgage or flood insurance, if applicable, in relation to such Loan. The Seller has reviewed all of the documents constituting the Mortgage File and has made such inquiries as they deem necessary to make and confirm the accuracy of the representations set forth herein.


			Schedule 1-3

(k)Full Disbursement of Proceeds. The Loan has been closed and the proceeds of the Loan have been fully disbursed to or for the account of the Mortgagor and there is no further requirement for future advances thereunder and any and all requirements as to completion of any onsite or offsite improvement and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing the Loan and the recording of the Mortgage were paid or are in the process of being paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Note or Mortgage (excluding refunds that may result from escrow analysis adjustments).

(l)Ownership. Seller is the sole owner and holder of the Loan and the indebtedness evidenced by each Note and upon the sale of the Loans to Buyer, Seller will retain the Mortgage Files or any part thereof with respect thereto not delivered to the Custodian, Buyer or Buyer’s designee, in trust for the purpose of servicing and supervising the servicing of each Loan. The Loan is not assigned or pledged to a third party, subject to Takeout Commitments, and Seller has good, indefeasible and marketable title thereto, and has full right to transfer and sell the Loan to Buyer free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign each Loan pursuant to this Agreement and following the sale of each Loan, Buyer will hold such Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, except any security interest created pursuant to this Agreement, subject to Takeout Commitments.

(m)Doing Business. All parties which have had any interest in the Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (i) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (ii) either (A) organized under the laws of such state, (B) qualified to do business in such state, (C) a federal savings and loan association, a savings bank or a national bank having a principal office in such state, (D) not doing business in such state, or (E) not otherwise required to be qualified to do business in such state.

(n)Title Insurance. Other than with respect to a Cooperative Loan, the Loan is covered by either (i) an attorney’s opinion of title and abstract of title, the form and substance of which is acceptable to prudent mortgage lending institutions making mortgage loans or reverse mortgage loans, as applicable, in the area wherein the Mortgaged Property is located or (ii) an ALTA lender’s title insurance policy, or with respect to any Loan for which the related Mortgaged Property is located in California a CLTA lender’s title insurance policy, or other generally acceptable form of policy or insurance acceptable to the applicable Agency, FHA, VA, RHS or HUD and each such title insurance policy is issued by a title insurer acceptable to the applicable Agency, FHA, VA, RHS or HUD and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of paragraph (l) of this Schedule 1, and in the case of adjustable rate Loans, against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. Additionally, such lender’s title insurance policy affirmatively insures ingress and egress, and against encroachments by or upon the Mortgaged Property or any interest therein. The title policy does not contain any special exceptions (other than the standard exclusions) for zoning and uses and has been marked to delete the standard survey exception or to replace the standard survey exception with a specific survey reading. The Seller, its successors and


			Schedule 1-4

assigns, are the sole insureds of such lender’s title insurance policy, and such lender’s title insurance policy is valid and remains in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender’s title insurance policy, and no prior holder of the related Mortgage, including Seller, has done, by act or omission, anything which would impair the coverage of such lender’s title insurance policy, including without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other Person, and no such unlawful items have been received, retained or realized by Seller.

(o)No Defaults. There is no default, breach, violation or event which would permit acceleration existing under the Mortgage or the Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event which would permit acceleration, and neither Seller nor any of its predecessors, have waived any default, breach, violation or event which would permit acceleration.

(p)No Mechanics’ Liens. At origination, there were no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to, or equal to, the lien of the related Mortgage.

(q)Location of Improvements; No Encroachments. All improvements which were considered in determining the Appraised Value of the related Mortgaged Property lay wholly within the boundaries and building restriction lines of the Mortgaged Property, and no improvements on adjoining properties encroach upon the Mortgaged Property, except those which are insured against by the related title insurance policy. No improvement located on or being part of the Mortgaged Property is in violation of any applicable zoning law or regulation.

(r)Origination. The Loan was originated by or in conjunction with a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act, a savings and loan association, a savings bank, a commercial bank, credit union, insurance company or similar banking institution which is supervised and examined by a federal or state authority. Principal payments on the Loan commenced no more than 60 days after funds were disbursed in connection with the Loan. The Mortgage Interest Rate as well as the lifetime rate cap and the periodic cap are as set forth on the Loan Schedule, as applicable. The Note is payable in equal monthly installments of principal and interest, which installments of interest, with respect to adjustable rate Loans, are subject to change due to the adjustments to the Mortgage Interest Rate on each date on which an adjustment to the Mortgage Interest Rate with respect to each Loan becomes effective, with interest calculated and payable in arrears, sufficient to amortize the Loan fully by the stated maturity date, over an original term of not more than 30 years from commencement of amortization. The Due Date of the first payment under the Note is no more than 60 days from the date of the Note.

(s)Payment Provisions. Principal payments on the Loan commenced no more than sixty days after the proceeds of the Loan were disbursed. With respect to each Loan, the Note is payable on the first day of each month in Monthly Payments. The Note does not permit negative amortization. There are no convertible Loans which contain a provision allowing the Mortgagor to convert the Note from an adjustable interest rate Note to a fixed interest rate Note.

(t)Customary Provisions. The Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization


			Schedule 1-5

against the Mortgaged Property of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure, subject to applicable federal and state laws and judicial precedent with respect to bankruptcy and right of redemption. Upon default by a Mortgagor on a Loan and foreclosure on, or trustee’s sale of, the Mortgaged Property pursuant to the proper procedures, the holder of the Loan will be able to deliver good and merchantable title to the Mortgaged Property, subject to applicable federal and state laws and judicial precedent with respect to bankruptcy and right of redemption. There is no homestead or other exemption available to the Mortgagor that would interfere with the right to sell the related Mortgaged Property at a trustee'strustee’s sale or the right to foreclose on the related Mortgage, subject to applicable federal and state laws and judicial precedent with respect to bankruptcy and right of redemption.

(u)Collection Practices; Escrow Deposits; Interest Rate Adjustments. The origination and collection practices and servicing used by Seller with respect to each Note and Mortgage are in compliance in all material respects with Accepted Servicing Practices and applicable law. The Loan has been serviced by Seller and any predecessor servicer in accordance with the terms of the Note. With respect to escrow deposits and Escrow Payments, if any, all such payments are in the possession of, or under the control of, Seller and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All Escrow Payments have been collected in full compliance with state and federal law. Each escrow of funds that has been established is not prohibited by applicable law. No escrow deposits or Escrow Payments or other charges or payments due Seller have been capitalized under the Mortgage or the Note. All Mortgage Interest Rate adjustments have been made in strict compliance with state and federal law and the terms of the related Note. Any interest required to be paid on escrowed funds pursuant to state, federal and local law has been properly paid and credited.

(v)Conformance with Underwriting Guidelines and Agency Guidelines. The Loan was underwritten in accordance with the applicable Agency Guidelines or Underwriting Guidelines. The Note and Mortgage (exclusive of any riders) are on forms similar to those used by or acceptable to the applicable Agency, FHA, VA or HUD, as applicable, and Seller has not made any representations to a Mortgagor that are inconsistent with the mortgage instruments used.

(w)No Additional Collateral. The Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage on the Mortgaged Property and the security interest of any applicable security agreement or chattel mortgage referred to in (i) above.

(x)Appraisal. Unless the applicable Agency, FHA, VA, RHS or HUD requires otherwise, the Mortgage File contains an appraisal of the related Mortgaged Property or Cooperative Unit which satisfied the applicable standards of Fannie Mae and Freddie Mac and was made and signed prior to the approval of the Loan application by a qualified appraiser, duly appointed by Seller or the originator of the Loan, who had no interest, direct or indirect in the Mortgaged Property or Cooperative Unit or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Loan, and the appraisal and appraiser both satisfy the requirements of the applicable Agency, FHA, VA, RHS or HUD and Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Loan was originated. Seller makes no representation or warranty regarding the value of the Mortgaged Property or Cooperative Unit.

(y)Deeds of Trust. In the event the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified under applicable law to serve as such, has been properly designated and


			Schedule 1-6

currently so serves and is named in the Mortgage, and no fees or expenses, except as may be required by local law, are or will become payable by Buyer to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the Mortgagor.

(aa)No Buydown Provisions; No Graduated Payments or Contingent Interests. Except for Loans made in connection with employee relocations, no Loan contains provisions pursuant to which Monthly Payments are (a) paid or partially paid with funds deposited in any separate account established by Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid by any source other than the Mortgagor or (c) contains any other similar provisions which may constitute a “buydown” provision. Except for Loans made in connection with employee relocations, the Loan is not a graduated payment Loan and the Loan does not have a shared appreciation or other contingent interest feature. Such employee relocation Loans are identified on the related Loan Schedule.

(ab)Mortgagor Acknowledgment. The Mortgagor has executed a statement to the effect that the Mortgagor has received all disclosure materials to the extent required by applicable law with respect to the making of fixed rate Loans and adjustable rate Loans and rescission materials with respect to refinanced Loans. Seller shall maintain such statement in the Mortgage File.

(ac)No Construction Loans. No Loan was made in connection with the construction or rehabilitation of a Mortgaged Property or facilitating the trade in or exchange of a Mortgaged Property.

(ad)Acceptable Investment. To Seller’s actual knowledge, there are no specific circumstances or conditions with respect to the Mortgage, the Mortgaged Property, the Mortgagor, the Mortgage File or the Mortgagor’s credit standing that are reasonably expected to (i) cause private institutional investors which invest in loans similar to the Loan, to regard the Loan as an unacceptable investment, or (ii) adversely affect the value of the Loan in comparison to similar loans.

(ae)LTV, PMI Policy. Except as approved by one of the Agencies, FHA, VA, RHS or HUD, no Loan has an LTV greater than 100%. If required by the applicable Agency, FHA, VA, RHS or HUD, the Loan is insured by a PMI Policy. All provisions of any PMI Policy have been and are being complied with, such policy is in full force and effect, and all premiums due thereunder have been paid. No action, inaction, or event has occurred and no state of facts exists that has, or will result in the exclusion from, denial of, or defense to coverage. Any Loan subject to a PMI Policy obligates the Mortgagor thereunder to maintain the PMI Policy and to pay all premiums and charges in connection therewith. The Mortgage Interest Rate for the Loan as set forth on the Loan Schedule is net of any such insurance premium.

(af)Capitalization of Interest. The Note does not by its terms provide for the capitalization or forbearance of interest.


			Schedule 1-7

(ag)No Equity Participation. No document relating to the Loan provides for any contingent or additional interest in the form of participation in the cash flow of the Mortgaged Property or a sharing in the appreciation of the value of the Mortgaged Property. The indebtedness evidenced by the Note is not convertible to an ownership interest in the Mortgaged Property or the Mortgagor and Seller has not financed nor does it own directly or indirectly, any equity of any form in the Mortgaged Property or the Mortgagor.

(ah)Proceeds of Loan. The proceeds of the Loan have not been and shall not be used to satisfy, in whole or in part, any debt owed or owing by the Mortgagor to Seller, except in connection with a refinanced Loan.

(ai)Origination Date. The origination date is no earlier than ninety (90) days prior to the related Purchase Date.

(aj)No Exception. Custodian has not noted any material Exceptions on a Custodial Loan Transmission with respect to the Loan which would materially adversely affect the Loan or Buyer’s interest in the Loan.

(ak)Occupancy of Mortgaged Property or Cooperative Unit. The occupancy status of the Mortgaged Property or Cooperative Unit is in accordance with Agency Guidelines. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property or Cooperative Unit and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities.

(al)Transfer of Loans. Except with respect to Loans registered with MERS and Cooperative Loans, the Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located. With respect to each Cooperative Mortgage Loan, the UCC-3 assignment is in a form suitable for filing in the jurisdiction in which the Mortgaged Property is located.

(am)Consolidation of Future Advances. Any future advances made to the Mortgagor prior to the origination of the Loan have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term. With respect to each Loan other than a Cooperative Loan, the lien of the Mortgage securing the consolidated principal amount is expressly insured as having first lien priority by a title insurance policy, an endorsement to the policy insuring the mortgagee’s consolidated interest or by other title evidence acceptable to the applicable Agency, FHA, VA, RHS or HUD, as applicable. The consolidated principal amount does not exceed the original principal amount of the Loan.

(an)No Balloon Payment. No Loan has a balloon payment feature.

(ao)Condominiums/ Planned Unit Developments. If the Mortgaged Property is a condominium unit or a unit in a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development project is (i) acceptable to the applicable Agency, FHA, VA, RHS or HUD or (ii) located in a condominium or planned unit development project which has received project approval from the applicable Agency, FHA, VA, RHS or HUD. The representations and warranties required by the applicable Agency, FHA, VA, RHS or HUD with respect to such condominium or planned unit development have been satisfied and remain true and correct.


			Schedule 1-8

(ap)Downpayment. The source of the down payment with respect to each Loan has been verified in accordance with applicable Agency Guidelines.

(aq)Mortgaged Property Undamaged; No Condemnation Proceedings. There is no proceeding pending or threatened in writing for the total or partial condemnation of the Mortgaged Property or Cooperative Unit. The Mortgaged Property or Cooperative Unit is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty so as to affect adversely the value of the Mortgaged Property or Cooperative Unit as security for the Loan or the use for which the premises were intended and each Mortgaged Property or Cooperative Unit is in good repair.

(ar)No Violation of Environmental Laws. To the knowledge of Seller, there exists no violation of any local, state or federal environmental law, rule or regulation with respect to the Mortgaged Property. To the knowledge of Seller, there is no pending action or proceeding directly involving the Mortgaged Property in which compliance with any environmental law, rule or regulation is an issue.

(as)Location and Type of Mortgaged Property. Other than with respect to a leasehold estate, the Mortgaged Property is a fee simple property located in the state identified in the Loan Schedule. Any Mortgaged Property that is a leasehold estate meets the guidelines of the applicable Agency, FHA, VA, RHS or HUD, as applicable. The Mortgaged Property consists of a single parcel or multiple contiguous parcels of real property with a detached single family residence erected thereon, a townhouse, or a Cooperative Unit in a Cooperative Project or a two to four-family dwelling, or an individual condominium in a low rise or high-rise condominium, or an individual unit in a planned unit development or a de minimis planned unit development and that no residence or dwelling is (i) a mobile home or (ii) a manufactured home, provided, however, that any condominium or planned unit development shall not fall within any of the “Ineligible Projects” of part VIII, Section 102 of the Fannie Mae Selling Guide and shall conform with the Agency Guidelines. The Mortgaged Property is not raw land. As of the date of origination, no portion of the Mortgaged Property was used for commercial purposes, and since the date of origination, no portion of the Mortgaged Property has been used for commercial purposes; provided, that Mortgaged Properties which contain a home office shall not be considered as being used for commercial purposes as long as the entire Mortgaged Property has not been altered for commercial purposes and no portion of the Mortgaged Property is storing any chemicals or raw materials other than those commonly used for homeowner repair, maintenance and/or household purposes.

(at)Due on Sale. The Mortgage contains an enforceable provision for the acceleration of the payment of the unpaid principal balance of the Loan in the event that the Mortgaged Property or Cooperative Unit, as applicable, is sold or transferred without the prior written consent of the mortgagee thereunder.

(au)Servicemembers Civil Relief Act of 2003. The Mortgagor has not notified Seller, and Seller has no knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers Civil Relief Act of 2003.

(av)No Denial of Insurance. No action, inaction, or event has occurred and no state of fact exists or has existed that has resulted or will result in the exclusion from, denial of, or defense to coverage under any applicable special hazard insurance policy, primary mortgage guaranty insurance policy or bankruptcy bond, irrespective of the cause of such failure of coverage. In connection with the placement of any such insurance, no commission, fee, or other compensation has been or will be received


			Schedule 1-9

by Seller or any designee of Seller or any corporation in which Seller or any officer, director, or employee had a financial interest at the time of placement of such insurance.

(aw)Leaseholds. With respect to any ground lease to which a Mortgaged Property is subject, (1) a true, correct and complete copy of the ground lease and all amendments, modifications and supplements thereto is included in the servicing file, and the Mortgagor is the owner of a valid and subsisting leasehold interest under such ground lease; (2) such ground lease is in full force and effect, unmodified and not supplemented by any writing or otherwise except as contained in the Mortgage File, (3) all rent, additional rent and other charges reserved therein have been fully paid to the extent payable as of the Purchase Date, (4) the Mortgagor enjoys quiet and peaceful possession of the leasehold estate, subject to any sublease, (5) the Mortgagor is not in default under any of the terms of such ground lease, and there are no circumstances that, with the passage of time or the giving of notice, or both, would result in a default under such ground lease, (6) the lessor under such ground lease is not in default under any of the terms or provisions of such ground lease on the part of the lessor to be observed or performed, (7) the lessor under such ground lease has satisfied any repair or construction obligations due as of the Purchase Date pursuant to the terms of such ground lease, (8) the execution, delivery and performance of the Mortgage do not require the consent (other than those consents which have been obtained and are in full force and effect) under, and will not contravene any provision of or cause a default under, such ground lease, (9) the ground lease term extends, or is automatically renewable, for at least five years after the maturity date of the Note; (10) the Buyer has the right to cure defaults on the ground lease and (11) the ground lease meets the guidelines of the applicable Agency, FHA, VA, RHS or HUD, as applicable.

(ax)Prepayment Penalty. No Loan is subject to a prepayment penalty.

(ay)Predatory Lending Regulations; High Cost Loans. No Loan (i) is classified as a High Cost Loan, or (ii) is subject to Section 226.32 of Regulation Z or any similar state law (relating to high interest rate credit/lending transactions).

(az)Tax Service Contract. Seller has obtained a life of loan, transferable real estate tax service contract with an approved tax service contract provider on each Loan and such contract is assignable without penalty, premium or cost to Buyer.

(ba)Flood Certification Contract. Seller has obtained a life of loan, transferable flood certification contract for each Loan and such contract is assignable without penalty, premium or cost to Buyer.

(bb)Recordation. Each original Mortgage was recorded or has been sent for recordation, and, except for those Loans subject to the MERS identification system, all subsequent assignments of the original Mortgage (other than the assignment to Buyer) have been recorded or sent for recordation in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of the Mortgagor, or is in the process of being recorded.

(bc)Located in U.S. No collateral (including, without limitation, the related real property and the dwellings thereon and otherwise) relating to a Loan is located in any jurisdiction other than in one of the fifty (50) states of the United States of America or the District of Columbia.

(bd)Single-Premium Credit Life Insurance. In connection with the origination of any Loan, no proceeds from any Loan were used to purchase any single premium credit insurance policy (e.g., life, mortgage, disability, accident, unemployment, or health insurance product) or debt cancellation agreement through Seller as a condition of obtaining the extension of credit. No proceeds from any Loan


			Schedule 1-10

were used at the closing of such loan to purchase single premium credit insurance policies (e.g., life, mortgage, disability, accident, unemployment, or health insurance product) or debt cancellation agreements as part of the origination of, or as a condition to closing, such Loan.

(be)FHA Mortgage Insurance, VA Loan Guaranty, Rural Housing Service Guaranty. With respect to each Agency Eligible Loan that is an FHA Loan, the FHA Mortgage Insurance Contract is, or when issued will be, in full force and effect and to Seller’s knowledge, there exists no circumstances with respect to such FHA Loan that would permit the FHA to deny coverage under such FHA Mortgage Insurance. With respect to each Agency Eligible Loan that is a VA Loan, the VA Loan Guaranty Agreement is, or when issued will be, in full force and effect. With respect to each Agency Eligible Loan that is an RHS Loan, the Rural Housing Service Guaranty is, or when issued will be, in full force and effect. All necessary steps on the part of Seller have been taken to keep such guaranty or insurance valid, binding and enforceable and to Seller’s knowledge, each is the binding, valid and enforceable obligation of the FHA, the VA and the RHS, respectively, without currently applicable surcharge, set off or defense.

(bf)Qualified Mortgage. Each Loan satisfied the following criteria: (i) such Loan is a Qualified Mortgage, and (ii) such Loan is supported by documentation that evidences compliance with the QM Rule or the Ability to Repay Rule, as applicable.

(bg)Borrower Benefit. Each HARP Loan, as of the date of origination, meets the applicable borrower benefit requirements as defined by the applicable Agency subject to any exceptions or variances provided to Seller.

(bh)Cooperative Loans. With respect to each Cooperative Loan, Seller represents and warrants:

(1) the Cooperative Loan is secured by a valid, subsisting, enforceable and perfected first lien on the Cooperative Shares issued to the related Mortgagor with respect to such Cooperative Loan, subject only to the Cooperative Corporation’s lien against such corporation stock, shares or membership certificate for unpaid assessments of the Cooperative Corporation to the extent required by applicable law. Any Security Agreement, chattel mortgage or equivalent document related to and delivered in connection with the Cooperative Loan establishes and creates a valid, subsisting and enforceable first lien and first priority security interest on the property described therein and Seller has full right to sell and assign the same to Buyer. The Cooperative Unit was not, as of the date of origination of the Cooperative Loan, subject to a mortgage, deed of trust, deed to secure debt or other security instrument creating a lien subordinate to the lien of the Security Agreement.

(2) (i) the term of the related Proprietary Lease is longer than the term of the Cooperative Loan, (ii) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative, (iii) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease and (iv) the Recognition Agreement is on a form of agreement published by the Aztech Document Systems, Inc. or includes provisions which are no less favorable to the lender than those contained in such agreement.


			Schedule 1-11

(3) There is no proceeding pending or threatened for the total or partial condemnation of the building owned by the applicable Cooperative Corporation (the “Underlying Mortgaged Property”). The Underlying Mortgaged Property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty so as to affect adversely the value of the Underlying Mortgaged Property as security for the mortgage loan on such Underlying Mortgaged Property (the “Cooperative Mortgage”) or the use for which the premises were intended.

(4) There is no default, breach, violation or event of acceleration existing under the Cooperative Mortgage or the mortgage note related thereto and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration.

(5) The Cooperative Corporation has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its formation. The Cooperative Corporation has requisite power and authority to (i) own its properties, and (ii) transact the business in which it is now engaged. The Cooperative Corporation possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its properties and to transact the businesses in which is now engaged.

(6) The Cooperative Corporation complies in all material respects with all applicable legal requirements. The Cooperative Corporation is not in default or violation of any order, writ, injunction, decree or demand of any governmental authority, the violation of which might materially adversely affect the condition (financial or otherwise) or business of the Cooperative Corporation.

(7) The Cooperative Note, the Security Agreement, the Cooperative Shares, the Proprietary Lease or occupancy agreement, and any other documents required to be delivered under the Custodial and Disbursement Agreement for each Cooperative Loan have been delivered to Custodian, except as otherwise provided in the Custodial and Disbursement Agreement.

(8) The Security Agreement contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Cooperative Shares of the benefits of the security provided thereby.

(9) As of the date of origination of the Cooperative Loan, the related Cooperative Project is insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Cooperative Project is located or as provided in the applicable Agency, FHA, VA, RHS or HUD guidelines.

(bi)RHS Loans. With respect to each RHS Loan:

(1) All parties which have had any interest in such RHS Loan, whether as mortgagee or assignee, are (or, during the period in which they held and disposed of such interest, were) Rural Housing Service Approved Lenders;


			Schedule 1-12

(2) The Mortgage is guaranteed by the RHS to the maximum extent permitted by law and all necessary steps have been taken to make and keep such guaranty valid, binding and enforceable and the applicable guaranty agreement is the binding, valid and enforceable obligation of the RHS, to the full extent thereof, without surcharge, set-off or defense;

(3) In the case of an RHS Loan, no claim for guarantee has been filed;

(4) No Loan is (a) a Section 235 subsidy loan (24 C.F.R. 235), or a graduated loan under Section 245 (24 C.F.R. 203.45 and 24 C.F.R. 203.436), (b) an advance claim loan, or (c) a VA vendee loan;

(5) Neither Seller, its servicer, nor any prior holder or servicer of the Loan has engaged in any action or inaction which would result in the curtailment of a payment (or nonpayment thereof) by the RHS; and

(6) All actions required to be taken by Seller or the related Qualified Originator (if different from Seller) to cause Buyer, as owner of the RHS Loan, to be eligible for the full benefits available under the applicable insurance or guaranty agreement have been taken by such entity.

(bj)CEMA Loans. With respect to each Loan which is a CEMA Loan, Seller or Servicer has possession or control of, and maintains in its Servicing Records, the originals of each promissory note or other evidence of indebtedness related to such CEMA Loan (other than CEMA Consolidated Notes which have been delivered to the Custodian), including, without limitation all previous promissory notes or other evidence of indebtedness referenced in the Consolidation, Extension and Modification Agreement or CEMA Consolidated Note and any gap, new money or other similar promissory notes or other evidence of indebtedness of the related mortgagor/borrower. The Consolidation, Extension and Modification Agreement complies with all applicable laws and is in a form generally acceptable for sale in the secondary market.

(bk)Insured Closing Letter. As of the Purchase Date of each Wet-Ink Loan, an Approved Title Insurance Company has issued to the Seller or Buyer an Insured Closing Letter, copies of which shall be maintained in the possession of Seller and provided to Buyer upon request, if required or in Buyer’s reasonable discretion. Among other things, the Insured Closing Letter covers any losses occurring due to the fraud, dishonesty or mistakes of the Settlement Agent. The Insured Closing Letter inures to the benefit of, and the rights thereunder may be enforced by, the Seller or other Qualified Originator and its successors and assigns, including Buyer. Notwithstanding the foregoing, no Insured Closing Letter shall be required to be provided to the Buyer (a) where title insurance for the applicable Wet-Ink Loan is provided by Amrock and (b) unless the unpaid principal balance of Purchased LoansAssets that constitute Wet-Ink Loans, and regarding which an Insured Closing Letter has not been provided, would exceed ten percent (10%) of Seller’s Adjusted Tangible Net Worth measured as of the end of Seller’s most recent fiscal quarter.

(bl)eNote Legend. If the Loan is an eMortgage Loan, the related eNote contains the Agency-Required eNote Legend.

(bm)eNotes. With respect to each eMortgage Loan, the related eNote satisfies all of the following criteria:


			Schedule 1-13

(i)the eNote bears a digital or electronic signature;

(ii)the Hash Value of the eNote indicated in the MERS eRegistry matches the Hash Value of the eNote as reflected in the eVault;

(iii)there is a single Authoritative Copy of the eNote, as applicable and within the meaning of Section 9-105 of the UCC or Section 16 of the UETA or Section 7021 of E-Sign, as applicable, that is held in the eVault;

(iv)the Location status of the eNote on the MERS eRegistry reflects the MERS Org ID of the Custodian;

(v)the Controller status of the eNote on the MERS eRegistry reflects the MERS Org ID of Agent;

(vi)the Delegatee status of the eNote on the MERS eRegistry reflects the MERS Org ID of Custodian;

(vii)the Master Servicer Field status of the eNote on the MERS eRegistry reflects the MERS Org ID of the applicable Seller until being changed in connection with a Transfer of Control to a Seller, a Takeout Investor or a designee of Seller;

(viii)the Subservicer Field status of the eNote on the MERS eRegistry (i) reflects, if there is a third-party subservicer, such subservicer’s MERS Org ID or (ii) if there is not a subservicer, is blank;

(ix)there is no Control Failure, eNote Replacement Failure or Unauthorized Master Servicer or Subservicer Modification with respect to such eNote;

(x)the eNote is a valid and enforceable Transferable Record or comprises a “payment intangible” or a “general intangible” within the meaning of the UCC;

(xi)there is no defect with respect to the eNote that would result in Agent having less than full rights, benefits and defenses of “Control” (within the meaning of the UETA or the UCC, as applicable) of the Transferable Record;

(xii)the single Authoritative Copy of the eNote is maintained electronically and has not been papered-out, nor is there another paper representation of such eNote; and

(xiii)Seller has complied in all material respects with the rules and procedures of MERS in connection with the servicing of all Purchased Assets that are registered with MERS and, with respect to Purchased Assets that are eMortgage Loans, the maintenance of the related eNotes on the MERS eRegistry for as long as such Purchased Assets are so registered.

(nnn) The Loan-to-Value ratio for each Jumbo Loan is within the limits set forth in the Underwriting Guidelines, in effect at the time of origination of such Jumbo Loan.


			Schedule 1-14

Schedule 2

Subsidiaries

One Mortgage Holdings, LLC

One Reverse Mortgage, LLC

QL Ginnie EBO, LLC

QL Ginnie REO, LLC

Quicken Loans Co-Issuer, Inc.

RCKT Mortgage SPE-A, LLC


			Schedule 2-1

Schedule 12(c)

Litigation

[***]


			Schedule 12(c)-1

Schedule 13(i)

Related Party Transactions

[***]


			Schedule 13(i)-1

EXHIBIT A

COMPLIANCE CERTIFICATE

1.I, _______________________, _______________________ of Rocket Mortgage, LLC (formerly known as Quicken Loans, LLC) (the “Seller”), do hereby certify that as of the last calendar day of the fiscal [quarter/year] for which financial statements are being provided with this certification:

(i)Seller is in compliance with all provisions and terms of the Master Repurchase Agreement, dated as of [___________], between the [___________] and Seller (as amended, restated, supplemented or otherwise modified from time to time, “Agreement”) and the other Program Documents;

(ii)no Default or Event of Default has occurred and is continuing thereunder which has not previously been disclosed or waived[, except as specified below;] [If any Default or Event of Default has occurred and is continuing, describe the same in reasonable detail and describe the action Seller has taken or proposes to take with respect thereto];

(iii)the Seller’s consolidated Adjusted Tangible Net Worth is not less than [***] The ratio of the Seller’s consolidated Indebtedness to Adjusted Tangible Net Worth is not, as of the last day of the most recently completed calendar month, greater than [***]. The Seller has, on a consolidated basis, cash, Cash Equivalents and unused borrowing capacity on unencumbered assets that could be drawn against (taking into account required haircuts) under committed warehouse and repurchase facilities in an amount equal to not less than [***]. If as of the last day of any calendar month within the fiscal quarter ended on or immediately before the last calendar day of the calendar month for which financial statements are being provided with this certification, the Seller’s consolidated Adjusted Tangible Net Worth was less than [***] or the Seller, on a consolidated basis, had cash and Cash Equivalents in an amount that was less than [***], in either case the Seller’s consolidated Net Income for the fiscal quarter ended on or immediately before the last calendar day of the calendar month for which financial statements are being provided with this certification before income taxes for such fiscal quarter was not less than [***].

(iv) The detailed summary on Schedule 1 hereto of the Seller’s compliance with the financial covenants in clause (iv) hereof, is true, correct and complete in all material respects.

Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Agreement.


			A-1-1

IN WITNESS WHEREOF, I have signed this certificate.

Date: , 201__

QUICKEN LOANSROCKET MORTGAGE, LLC

By:
Name:
Title:


			A-1-2

Schedule 1 to Quarterly Certification

Calculation of Financial Covenants as of _______

Liquidity:


Cash	$
plus
Cash Equivalents	$
Total	$
Minimum Liquidity Amount	[***]
COMPLIANCE	PASS	FAIL

Adjusted Tangible Net Worth:


Consolidated Net Worth (total assets over total liabilities)	$
Less
Book value of all investments in non-consolidated subsidiaries	$
Less
goodwill	$
research and development costs	$
Trademarks	$
trade names	$
Copyrights	$
Patents	$
rights to refunds and indemnification	$
unamortized debt discount and expense	$
[other intangibles, except servicing rights]	$
Total	$
Minimum Adjusted Tangible Net Worth Amount	[***]
COMPLIANCE	PASS	FAIL

Leverage:


			A-1-3


Consolidated Indebtedness	$
Divided by
Adjusted Tangible Net Worth	$
Ratio
Maximum Leverage Amount	[***]
COMPLIANCE	PASS	FAIL

Net Income:


Adjusted Tangible Net Worth as of last calendar day of the applicable month			[Only applicable if less than [***] in any month in the quarter]
Cash and Cash Equivalents as of last calendar day of the applicable month			[Only applicable if less than [***] in any month in the quarter]
Net Income for the fiscal quarter ended on or immediately before the last calendar day of the calendar month for which financial statements are being provided with this certification			[Only applicable if both of the prior two conditions is met.] $

Total
Net Income requirement			[***]
COMPLIANCE PASS FAIL NOT APPLICABLE


			A-1-4

EXHIBIT B

FORM OF INSTRUCTION LETTER

__________ __, 201_

___________________, as Subservicer/Additional Collateral Servicer

____________________

Attention: _______________

Re: Master Repurchase Agreement, dated as of [___________], between the [___________] (“Buyer”) and Rocket Mortgage, LLC (formerly known as Quicken Loans, LLC) (the “Seller”)

Ladies and Gentlemen:

As [sub]servicer of those assets described on Schedule 1 hereto, which may be amended or updated from time to time (the “Eligible Assets”) pursuant to that Servicing Agreement, between you and the undersigned Seller, as amended or modified, attached hereto as Exhibit A (the “Servicing Agreement”), you are hereby notified that the undersigned Seller has sold to Buyer such Eligible Assets pursuant to that certain Master Repurchase Agreement, dated as [___________] (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), between Buyer and the Seller. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Agreement.

You agree to service the Eligible Assets in accordance with the terms of the Servicing Agreement for the benefit of Buyer and, except as otherwise provided herein, Buyer shall have all of the rights, but none of the duties or obligations of the Seller under the Servicing Agreement including, without limitation, payment of any indemnification or reimbursement or payment of any servicing fees or any other fees. No subservicing relationship shall be hereby created between you and Buyer.

Upon your receipt of written notification by Buyer that a Default has occurred under the Agreement and identifying the then-current Eligible Assets (the “Default Notice”), you, as [Subservicer] [Additional Collateral Servicer], hereby agree to remit all payments or distributions made with respect to such Eligible Assets, net of the servicing fees payable to you with respect thereto, immediately in accordance with Buyer’s wiring instructions provided below, or in accordance with other instructions that may be delivered to you by Buyer:

Bank: [JP Morgan Chase Bank, New York (Chasus33)]

ABA: [___________]

A/C: [___________]

A/C Name: [___________]

FFC: [___________]

FFC A/C: [___________]

You agree that, following your receipt of such Default Notice, under no circumstances will you remit any such payments or distributions in accordance with any instructions delivered to you by the undersigned Seller, except if Buyer instructs you in writing otherwise.


			B-2

You further agree that, upon receipt written notification by Buyer that an Event of Default has occurred under the Agreement, Buyer shall assume all of the rights and obligations of Seller under the Servicing Agreement, except as otherwise provided herein. Subject to the terms of the Servicing Agreement, you shall (x) follow the instructions of Buyer with respect to the Eligible Assets and deliver to a Buyer any information with respect to the Eligible Assets reasonably requested by such Buyer, and (y) treat this letter agreement as a separate and distinct servicing agreement between you and Buyer (incorporating the terms of the Servicing Agreement by reference), subject to no setoff or counterclaims arising in your favor (or the favor of any third party claiming through you) under any other agreement or arrangement between you and the Seller or otherwise. Notwithstanding anything to the contrary herein or in the Servicing Agreement, in no event shall Buyer be liable for any fees, indemnities, costs, reimbursements or expenses incurred by you prior to such Event of Default or otherwise owed to you in respect of the period of time prior to such Event of Default.

Notwithstanding anything to the contrary herein or in the Servicing Agreement, with respect to those Eligible Assets marked as “Servicing Released” on Schedule 1 (the “Servicing Released Assets”), you are hereby instructed to service such Servicing Released Assets for a term commencing as of the related Purchase Date and which shall automatically terminate without notice on the Repurchase Date for the relevant Transaction (such term, the “Servicing Term”). The Servicing Term shall terminate upon the occurrence of any of the following events: (i) the occurrence of any event described in Section 18 of the Agreement, (ii) the date on which all the Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity (each, a “Servicing Termination”). In the event of a Servicing Termination, you hereby agree to (i) deliver all servicing and “records” relating to such Servicing Released Assets to the designee of Buyer at the end of each such Servicing Term and (ii) cooperate in all respects with the transfer of servicing to Buyer or its designee. The transfer of servicing and such records by you shall be in accordance with customary standards in the industry and the terms of the Servicing Agreement, and such transfer shall include the transfer of the gross amount of all escrows held for the related mortgagors (without reduction for unreimbursed advances or “negative escrows”).

Further, you hereby constitute and appoint Buyer and any officer or agent thereof, with full power of substitution, as your true and lawful attorney-in-fact with full irrevocable power and authority in your place and stead and in your name or in Buyer’s own name, following any ServicerServicing Termination with respect solely to the Servicing Released Assets that are subject to such ServicerServicing Termination, to direct any party liable for any payment under any such Servicing Released Assets to make payment of any and all moneys due or to become due thereunder directly to Buyer or as Buyer shall direct including, without limitation, the right to send “goodbye” and “hello” letters on your behalf. you hereby ratify all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.

For the purpose of the foregoing, the term “records” shall be deemed to include but not be limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Servicing Released Assets.

This instruction letter may not be amended or superseded without the prior written consent of the Buyer. Buyer is a beneficiary of all rights and obligations of the parties hereunder.


			B-2

[NO FURTHER TEXT ON THIS PAGE]


			B-2

Please acknowledge receipt of this instruction letter by signing in the signature block below and forwarding an executed copy to Buyer promptly upon receipt. Any notices to Buyer should be delivered to the following address: [__________].

Very truly yours,

QUICKEN LOANSROCKET MORTGAGE, LLC

By:_______________________________

Name:

Title:

Acknowledged and Agreed as of this __ day of ___________, 201__:

[SUBSERVICER] [ADDITIONAL COLLATERAL SERVICER]

By:________________________________

Name:

Title:


			B-2

EXHIBIT C

BUYER’S WIRE INSTRUCTIONS

For Cash: [***]


			C-1

EXHIBIT D

FORM OF SECURITY RELEASE CERTIFICATION

September 4, 2020

[___________]
[___________]

[___________][___________]

Re: Security Release Certification

In accordance with the provisions below and effective as of ___[DATE]________ [ ] (“[ ]”) hereby relinquishes any and all right, title and interest it may have in and to the Loans described in Annex A attached hereto upon purchase thereof by the [___________] (“Buyer”) from the Seller named below pursuant to that certain Master Repurchase Agreement, dated as of [___________] (as amended, restated, supplemented or otherwise modified from time to time, the “Repurchase Agreement”) as of the date and time of receipt by [ ] of an amount at least equal to the amount then due to [ ] as set forth on Annex A for such Loans (the “Date and Time of Sale”) and certifies that all notes, mortgages, assignments and other documents in its possession relating to such Loans have been delivered and shall be released to the Seller named below or its designees as of the Date and Time of Sale. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Repurchase Agreement.

Name and Address of Lender:

[Custodian]

[ ]

For Credit Account No. [ ]

Attention: [ ]

Phone: [ ]

Further Credit – [ ]

[NAME OF WAREHOUSE LENDER]

By:________________________________
Name:
Title:


			E-1

The Seller named below hereby certifies to Buyer that, as of the Date and Time of Sale of the above mentioned Loans to Buyer, the security interests in the Loans released by the above named corporation comprise all security interests in any and all such Loans. The Seller warrants that, as of such time, there are and will be no other security interests in any or all of such Loans.

QUICKEN LOANSROCKET MORTGAGE, LLC

                        By:__________________________________
                        Name:
                        Title:


			E-2

ANNEX TO SECURITY RELEASE CERTIFICATION

[List of Loans and amounts due]

Exhibit 10.5

EXECUTION VERSION

AMENDMENT NUMBER THREE

to the

MASTER REPURCHASE AGREEMENT

dated as of September 4, 2019,

between

ROCKET MORTGAGE, LLC (f/k/a QUICKEN LOANS, LLC), as Seller

and

CITIBANK, N.A., as Buyer

This AMENDMENT NUMBER THREE (this “Amendment Number Three”) is made this 27th day of September, 2021, between ROCKET MORTGAGE, LLC (f/k/a QUICKEN LOANS, LLC) (“Seller”) and CITIBANK, N.A. (“Buyer”), to the Master Repurchase Agreement, dated as of September 4, 2019, between Seller and Buyer, as such agreement may be further amended from time to time (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

RECITALS

WHEREAS, Buyer and Seller agree to amend the Agreement as more specifically set forth herein; and

Section 1.Amendments. Effective as of the Amendment Effective Date, the Agreement is hereby amended as follows:

(a)Section 2 of the Agreement is hereby amended by adding new definitions of “Agency Claim Proceeds”, “Agency Claim Process”, “Agency-Required eNote Legend”, “Eligible Modified EBO”, “eNote Replacement Failure”, “eNote Subservicer” and “Master Servicer” in the appropriate alphabetical order therein:

“Agency Claim Proceeds” shall mean with respect to Purchased Loans that are Eligible Modified EBOs, any proceeds paid to Seller under the applicable Agency Claim Process. Notwithstanding the foregoing, Agency Claim Proceeds shall not include any amounts relating to the reimbursement of servicing advances.

“Agency Claim Process” shall have the meaning set forth in Section 13(cc).

“Agency-Required eNote Legend” shall have the meaning assigned to such term in the Custodial Agreement.

“Eligible Modified EBO” shall mean any Loan (a) that is an FHA Loan, VA Loan or RHS Loan, (ii) purchased out from a pool or loan package backing a Ginnie Mae Security by Seller remitting the required proceeds to Ginnie Mae (a “Pool”) on or after such Loan became

118053990\V-14

ninety (90) or more days delinquent (using the MBA method of determination), (iii) that has been modified by Seller after being bought out of the related Pool, (iv) other than any COVID Affected Loans, in which the related Mortgagor has made the first three scheduled trial payments pursuant to the terms of the modified loan without becoming delinquent, and (v) that is eligible to be re-pooled and included in a subsequent Ginnie Mae Security.

“eNote Replacement Failure” shall have the meaning assigned to such term in the Custodial Agreement.

“eNote Subservicer” shall mean, with respect to any eNote, the Person identified in the MERS eRegistry for such eNote as the “Subservicer” (if any), and in such capacity is authorized by the Controller to perform certain MERS eRegistry transactions on behalf of the Controller.

“Master Servicer” shall mean, with respect to any eNote, the Person identified in the MERS eRegistry for such eNote as the “Master Servicer” (if any), and in such capacity is authorized by the Controller to perform certain MERS eRegistry transactions on behalf of the Controller.

(b)Section 2 of the Agreement is hereby amended by deleting the definitions of “Authoritative Copy”, “Delegatee”, “Electronic Record”, “Electronic Tracking Agreement”, “eMortgage Loan”, “eNote”, “Government Loan”, “Income”, “Loan”, “MERS eRegistry”, “Transferrable Record” and “UETA” in their entirety and replacing them with the following, respectively (bold and stricken text added to evidence changes):

“Authoritative Copy” shall mean, with respect to any eNote, the single, authoritative, unique, identifiable and unalterable authentic version of such eNote that is within the sole Control of the Controller and deposited in an eVault for the benefit of the Controller in a form that is capable of being retained and accurately reproduced for later reference.

“Delegatee” or “Delegatee for Transfers” or “DFT” shall mean with respect to an eNote, the party designated in the MERS eRegistry as the “Delegatee” or “Delegatee for Transfers”, who in such capacity is authorized by the Controller to perform certain MERS eRegistry transactions on behalf of the Controller such as Transfers of Control and Transfers of Control and Location.

“Electronic Tracking Agreement” shall mean the electronic tracking agreement among Buyer, the Seller, MERSCORP Holdings, Inc. and MERS, in form and substance acceptable to Buyer to be entered into in the event that any of the Loans become MERS Loans, as amended by that certain Addendum to Electronic Tracking Agreement for eNotes, dated as of September 4, 2019, (the “eNote Addendum”), by and among Buyer, Seller, the Electronic Agent and MERS, and the same may be further amended, restated, supplemented or otherwise modified from time to time; provided that if no Loans are or will be MERS Loans, all references herein to the Electronic Tracking Agreement shall be disregarded.

“eMortgage Loan” shall mean a Loan with respect to which there is an eNote and as to which some or all of the other documents comprising the related Mortgage File may be created electronically

118053990\V-14

and (not by traditional paper documentation) and signed electronically (not with a pen and ink signature).

“eNote” shall mean with respect to any eMortgage Loan, the single, unique and authenticated electronically created, signed, transmitted and stored Note that is a Transferable Record.

“Government Loan” a Loan, other than an Agency Eligible Loan, that is (a) an FHA Loan; (b) a VA Loan; (c) an RHS Loan, or (d) is otherwise eligible for inclusion in a Ginnie Mae mortgage-backed security pool, including, without limitation, any Eligible Modified EBO.

“Income” shall mean, with respect to any Purchased Loan at any time until such Loan is repurchased by Seller in accordance with the terms of this Agreement, any principal and/or interest thereon and all dividends, sale proceeds (including, without limitation, any proceeds from the liquidation or securitization of such Purchased Loan or other disposition thereof), insurance proceeds of any kind, which shall include for the avoidance of doubt, any Agency Claim Proceeds, and other collections and distributions thereon (including, without limitation, any proceeds received in respect of mortgage insurance), but not including any commitment fees, origination fees and/or servicing fees accrued in respect of periods on or after the initial Purchase Date with respect to such Purchased Loan.

“Loan” shall mean a First Lien mortgage loan (including an eMortgage Loan) together with the Servicing Rights thereon, which the Custodian has been instructed to hold for Buyer pursuant to the Custodial Agreement, and which Loan includes, without limitation, (i) a Note (including, with respect to any eMortgage Loan, the related eNote), the related Mortgage and all other Loan Documents and (ii) all right, title and interest of the Seller in and to the Mortgaged Property covered by such Mortgage.

“Transferable Record” shall mean an Electronic Record under E-SIGN and UETA that (i) would be a note under the Uniform Commercial Code if the Electronic Record were in writing, (ii) the issuer of the Electronic Record has expressly agreed is a “transferable record”, (iii) bears an “electronic signature” as such term is given meaning under E-SIGN and UETA, and (ivi) for purposes of E-SIGN, relates to a loan secured by real property.

(c)Section 2 of the Agreement is hereby amended by deleting the definition of “Electronic Security Failure” thereof in its entirety.

(d)Section 12(kk) of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

(kk) MERS eRegistry.

Seller or an Affiliate of the Seller, with respect to each Loan, immediately prior to the sale to Buyer hereunder of such Loan, is registered on the MERS eRegistry as the Controller of an the related eNote designated to MERS.

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(e)Section 12 of the Agreement is hereby amended by adding the following new clause (ll) immediately following clause (kk) thereof:

(ll) eMortgages. With respect to each eMortgage Loan or any other Loan that was originated using remote online notarization, Seller has (or has caused to be) complied with all Fannie Mae or Freddie Mac requirements, as applicable, including, but not limited to, requirements related to remote online notarization.

(f)Section 13 of the Agreement is hereby amended by deleting Section 13(cc) in its entirety and replacing it with the following (bold and stricken text added to evidence changes):

(cc) Reserved. Eligible Modified EBOs. Seller shall make any insurance or guaranty claims it is entitled to make regarding any Eligible Modified EBO and shall file a claim with the related Agency (“Agency Claim Process”). All Eligible Modified EBOs subject to such Agency Claim Process shall designate Seller on the applicable Agency electronic submission as payee. Upon the occurrence and, unless otherwise directed by Buyer, during the continuation of an Event of Default, Seller shall transfer all Agency Claims Proceeds into the Collection Account in accordance with Section 7. Notwithstanding the foregoing, Seller shall not initiate an Agency Claim Process with respect to an Eligible Modified EBO until such Loan is a “Re-performing Loan”, as determined in accordance with Ginnie Mae requirements for re-pooling.

(g)Section 13 of the Agreement is hereby amended by deleting clause (ff) thereof in its entirety and replacing it with the following (bold and stricken text added to evidence changes):

(ff) MERS; MERS eRegistry.

(i) Seller and Servicer are members of MERS in good standing and current in the payment of all fees and assessments imposed by MERS, and shall comply with all rules and procedures of MERS in connection with the servicing of MERS Loans for as long as such Purchased Loans are registered with MERS. Seller shall, or shall cause the Servicer to follow all instructions provided by Buyer with respect to any MERS Loans that are Purchased Loans, including without limitation, the removal of Purchased Loans from MERS and assignment out of MERS within two (2) Business Days of receipt of instructions from Buyer.

(ii) Seller is a member of the MERS eRegistry in good standing, shall maintain membership in the MERS eRegistry at all times and, with respect to each eMortgage Loan, shall comply with all rules and procedures of MERS in connection with the maintenance of the related eNotes on the MERS eRegistry, and shall cause any other Qualified Originator that is the originator of a Purchased Loan to comply with the foregoing.

(h)Section 13 of the Agreement is hereby amended by adding the following as a new clause (hh) immediately following clause (gg) thereof:

(hh) eMortgages.

(i) With respect to each eMortgage Loan being requested by Seller to be subject to a Transaction, Seller shall cause, in connection with such Transaction, (i) the

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Authoritative Copy of the related eNote to be delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to be transferred to Buyer, (iii) the Location status of the related eNote to be transferred to Custodian, and (iv) the Delegatee status of the related eNote to be transferred to Custodian, in each case, using MERS eDelivery and the MERS eRegistry and in accordance with the terms of the eNote Addendum and the Custodial Agreement, as applicable.

(ii) Seller shall immediately notify Buyer upon becoming aware of any Control Failure or eNote Replacement Failure with respect to such eNote.

(iii) Further, in connection with a sale of an eMortgage Loan to an Agency as a Takeout Investor, Seller shall immediately notify Buyer and Custodian should such Agency notify Seller of its decision not to purchase such eMortgage Loan.

(iv) With respect to each eMortgage Loan or any other Loan originated using remote online notarization, Seller shall (A) comply with (or shall cause to be complied with) all Fannie Mae or Freddie Mac requirements, as applicable, including, but not limited to, requirements related to remote online notarization, such as maintaining (or causing to be maintained on Seller’s behalf) a recording of the related notarial ceremony for the minimum period as required by Fannie Mae or Freddie Mac, as applicable, (B) upon Buyer’s request, provide Buyer with a copy of any such recordings, and (C) ensure that any such recordings will be transferred to, or available for access by, Buyer or its designees upon the occurrence of a Default hereunder.

(i)Section 33 of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

33. COUNTERPARTS

This Agreement 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 Agreement by signing any such counterpart. The parties agree that this Agreement, any documents to be delivered pursuant to this Agreement and any notices hereunder may be transmitted between them by e-mail and/or by facsimile. The parties intend that with respect to the Program Documents and any amendments thereto, faxed signatures and electronically imaged signatures, such as .pdf files and signatures executed using third party electronic signature capture service providers, which comply with E-SIGN, the New York State Electronic Signatures and Records Act or any other similar state law based on the UETA, shall constitute original signatures and are binding on all parties. The parties intend that subsequent certifications and other documentation delivered by Seller in connection with the Program Documents may be delivered in accordance with, and shall be governed by E-SIGN, the New York State Electronic Signatures and Records Act or any other similar state law based on the UETA, and shall be binding on such parties. The original documents shall be promptly delivered, if requested.

(j)Section 37 of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following (stricken text added to evidence changes):

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37. HYPOTHECATION OR PLEDGE OF PURCHASED ITEMS.

Subject to the terms of this Section 37, Buyer shall have free and unrestricted use of all of the Purchased Items and nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Items or otherwise selling, pledging, repledging, transferring, assigning, hypothecating, rehypothecating or otherwise conveying the Purchased Items. Unless an Event of Default shall have occurred and be continuing, no such pledge or other action under this Section 37 shall relieve Buyer of its obligations under the Program Documents, including, without limitation, Buyer’s obligation to transfer Purchased Loans to Seller pursuant to the terms of the Program Documents, its obligation to return to Seller the exact Purchased Loans and the related Purchased Items and not substitutes therefor. As a condition to any action by Buyer under this Section 37, prior to an Event of Default, Buyer shall cause any third party pledgee or other counterparty to any other action under this Section 37 (a “Repledgee”) to agree to return such Purchased Loans to Seller and facilitate Buyer’s return of such Purchased Loans to Seller pursuant to this Agreement) and to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to the Program Documents. As a condition to any action by Buyer under this Section 37, prior to an Event of Default, Buyer shall (i) cause Repledgee to receive notice of Seller’s rights to the Purchased Items and agree to subordinate its rights to any Purchased Items to Seller’s rights under this Agreement against Buyer to such Purchased Items, (ii) not permit the obligations to any Repledgee secured by any Purchased Loan to exceed its Repurchased Price, and (iii) agree and cause the Repledgee to agree to allow Seller to direct payment of the Repurchase Price to the Repledgee and get a release of the related Purchased Items upon receipt of such payment. Notwithstanding the provisions in this Section 37, Buyer may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Repurchase Obligations owing to it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank and in connection with any such grant, none of the requirements applicable to Repledgees in the preceding two sentences shall be applicable with respect to the Federal Reserve Bank. Nothing contained in this Agreement obligates Buyer to segregate any Purchased Loans or Purchased Items delivered to Buyer by Seller.

(k)Schedule 1 of the Agreement is hereby amended by deleting paragraph (j) thereof and replacing it with the following (bold text added to evidence changes):

(j) Validity of Mortgage Documents. The Note and the Mortgage and any other agreement executed and delivered by a Mortgagor in connection with a Loan are genuine (or in the case of an eNote, the copy of the eNote transmitted to Custodian’s eVault is the Authoritative Copy), and each is the legal, valid and binding obligation of the maker thereof enforceable in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general application affecting the rights of creditors and by general equitable principles. Each eNote and Mortgage that is an Electronic Record were executed in compliance with E-SIGN, the state electronic signature act applicable to the execution of the eNote (the UETA as adopted in the applicable state, or a state law alternative that is consistent with E-SIGN, or the New York Electronic Signatures and Records Act), and, to the extent applicable, any Agency guidelines and requirements. All parties to the Note, the Mortgage and any other such related agreement had legal capacity to enter into the Loan and to execute and deliver the Note, the Mortgage and any such agreement, and the Note, the Mortgage and any other such related agreement have been duly and properly executed by other the applicable related parties. No fraud or error, omission, misrepresentation, negligence or similar occurrence with respect to a Loan has taken place on the part of any Person, including without limitation, the Mortgagor, any appraiser, any builder or developer, or any other party involved in the origination or servicing of the Loan or in any mortgage or flood insurance, if applicable, in relation to such Loan. The Seller has reviewed all of the

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documents constituting the Mortgage File and has made such inquiries as they deem necessary to make and confirm the accuracy of the representations set forth herein.

(l)Schedule 1 of the Agreement is hereby amended by deleting paragraph (z) thereof in its entirety and replacing it with the following (bold and stricken text added to evidence changes):

(z) Delivery of Mortgage Documents. The Note, the Mortgage, the Assignment of Mortgage (other than for a MERS Loan) and any other documents required to be delivered under the Custodial Agreement for each Loan (other than Wet-Ink Loans) have been delivered to the Custodian, and Control of any eMortgage Loan that is a Purchased Loan has been transferred to the Custodian as agent for Buyer, except as otherwise provided in the Custodial Agreement. If a Loan is an eMortgage Loan, (i) the Controller field of the related eNote on the MERS eRegistry reflects the MERS Org ID of Buyer, (ii) the Delegatee field of the related eNote on the MERS eRegistry reflects the MERS Org ID of Custodian and (iii) the Location status of the related eNote on the MERS eRegistry reflects the MERS Org ID of the Custodian as Delegatee acting on Buyer’s behalf. Seller is, or an agent of Seller is, in possession of a complete, true and materially accurate Mortgage File in compliance with the Custodial Agreement, except for such documents the originals (or Authoritative Copies) of which have been delivered to the Custodian and except as otherwise provided in the Custodial Agreement.

(m)Schedule 1 of the Agreement is hereby amended by deleting paragraph (ooo) thereof in its entirety and replacing it with the following (bold and stricken text added to evidence changes):

(ooo) eNotes. With respect to each eMortgage Loan, the related eNote satisfies all of the following criteria:

(i) the eNote expressly permits electronic signatures and bears a digital or electronic signature;

(ii) the Hash Value of the eNote indicated in the MERS eRegistry matches the Hash Value of the eNote as reflected in the eVault;

(iii) there is a single Authoritative Copy of the eNote, as applicable and within the meaning of Section 9-105 of the UCC or Section 16 of the UETA, as applicable, that is held in the eVault;

(iv) the Location status of the eNote on the MERS eRegistry reflects the MERS Org ID of the Custodian;

(v) the Controller status of the eNote on the MERS eRegistry reflects the MERS Org ID of Buyer;

(vi) the Delegatee status of the eNote on the MERS eRegistry reflects the MERS Org ID of Custodian;

(vii) the Servicing Agent status of the eNote on the MERS eRegistry is blank the Master Servicer status of the eNote on the MERS eRegistry reflects the MERS Org ID of Custodian;

(viii) There is no Control Failure or Electronic Security eNote Replacement Failure with respect to such eNote;

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(ix) the eNote is (A) a valid and enforceable Transferable Record or (B) comprises “electronic chattel paper”, a “general intangible” or a “payment intangible” within the meaning of the UCC;

(x) there is no defect with respect to the eNote that would result in Buyer having less than full rights, benefits and defenses of “Control” (within the meaning of the UETA or the UCC, as applicable) of the Transferable Record; and

(xi) there is no paper copy of the eNote in existence nor has the eNote been papered-out;

(xii) the eNote contains the Agency Required eNote Legend; and

(xiii) the eNote is enforceable under the laws of the jurisdiction where the Property is located.

(n)Schedule 1 of the Agreement is hereby amended by adding the following as new paragraphs (qqq), (rrr) and (sss) immediately following paragraph (ppp) thereof:

(qqq) Eligible Modified EBOs. Each Eligible Modified EBO (a) is an FHA Loan covered by an FHA Insurance Contract, a VA Loan subject to a VA Loan Guaranty Agreement, or a RHS Loan subject to a Rural Housing Service Guaranty, as applicable, in each case, in full force and effect and there exists no impairment to full recovery without indemnity to the Department of Housing and Urban Development, the FHA, VA, or RHS, as applicable, under the FHA Insurance Contract, VA Loan Guaranty Agreement, or Rural Housing Service Guaranty, as applicable, and (b) shall have been part of a Ginnie Mae Pool and satisfies Ginnie Mae’s delinquency or modification criteria for repurchase of Mortgage Loans, including without limitation any requirements with respect to loss mitigation. With respect to any modification of an FHA Loan, VA Loan or RHS Loan, the modified monthly scheduled payment of principal and interest does not exceed the applicable original monthly scheduled payment of principal and interest. The Purchase Price paid by Buyer for any Eligible Modified EBO has been determined based on the modified unpaid balance and not the original unpaid balance

(rrr) No Rejected Claims. No Eligible Modified EBO has had a claim rejected by HUD, the VA, or RHS, as applicable, for any reason which impairs (i) the FHA Mortgage Insurance under the FHA Insurance Contract, (ii) the VA Loan Guaranty Agreement, or (iii) the Rural Housing Service Guaranty, as applicable, which, in any case, results in a loss in any portion of the principal balance of the related Loan. Seller has not taken, or failed to take, any action with respect to any Eligible Modified EBO, the result of which may be that any Agency Claim Proceeds would not be payable to Buyer.

(sss) Remote Online Notarization. With respect to each Loan that was originated using remote online notarization, (i) such Loan and the related Mortgage complies with all Fannie Mae or Freddie Mac requirements, as applicable, including, but not limited to, requirements related to remote online notarization, such as maintaining (or causing to be maintained on Seller’s behalf) a recording of the related notarial ceremony for the minimum period as required by Fannie Mae or Freddie Mac, as applicable, (ii) such remote online notarization was performed in accordance with and is legally valid under the laws and regulations of the state in which the notarization was performed, at the time it was performed and is in compliance with the UETA, as adopted in such state, and E-SIGN is valid and enforceable under, and complies with the applicable laws of the jurisdiction in which the Mortgaged Property is located, (iii) such remote online notarization was performed by a licensed notary public who was physically located in the state where the notarial act occurred and, if required by law, such notary

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public was specifically licensed to perform a remote online notarization, and (iv) the remote online notarization has been accepted by the applicable county recorder in the county in which the Mortgaged Property is located, if such documentation is recorded; provided that the foregoing requirements shall not apply if there is any federal legislation or other applicable law that preempts any such requirements; however, Seller shall comply with such federal legislation.

(a) counterparts hereof duly executed by each of the parties hereto;

(b) counterparts of that certain Amendment Number Four to the Pricing Side Letter, dated as of the date hereof, duly executed by each of the parties thereto;

(c) counterparts of that certain Amended and Restated Custodial and Disbursement Agreement, dated as of the date hereof, duly executed by each of the parties thereto;

(d) filing of the UCC-3 financing statement to incorporate changes to the collateral description pursuant to this Amendment; and

(e) a fully executed bring-down opinion of the opinion of outside counsel to Seller delivered on the Closing Date as to perfection of Buyer’s security interest in the notes (including without limitation, eNotes) subject to a Transaction under the Agreement.

Section 3.Fees and Expenses. Seller agrees to pay to Buyer all reasonable out of pocket costs and expenses incurred by Buyer in connection with this Amendment Number Three (including all reasonable fees and out of pocket costs and expenses of Buyer’s legal counsel) in accordance with Sections 23 and 25 of the Agreement.

Section 5.Binding Effect; Governing Law. This Amendment Number Three shall be binding and inure to the benefit of the parties hereto and their respective successors and permitted assigns. THIS AMENDMENT NUMBER THREE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN).

Section 6.Counterparts. This Amendment Number Three 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 Number Three by signing any such counterpart. Each counterpart shall be deemed to be an original, and all counterparts shall constitute one and the same instrument. The parties agree this Amendment Number Three, any documents to be delivered pursuant to this Amendment Number Three and any notices hereunder may be transmitted between them by e-mail and/or by facsimile. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files and signatures executed using third party electronic signature capture service providers,

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which comply with the Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar state law based on the Uniform Electronic Transactions Act, shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested.

Section 7.Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment Number Three need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.

Section 8.Seller Name Change. Seller has publicly announced that on July 31, 2021, it formally changed its name from Quicken Loans, LLC to Rocket Mortgage, LLC. Following the effective date of such name change by Seller, all references herein and in the Program Documents to Quicken Loans, LLC shall be deemed to refer to Rocket Mortgage, LLC.

[Signature Page Follows]

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IN WITNESS WHEREOF, Seller and Buyer have caused this Amendment Number Three to be executed and delivered by their duly authorized officers as of the Amendment Effective Date.

ROCKET MORTGAGE, LLC,

(Seller)

DocuSigned by:

/s/ Robert P. Wilson

CC8E1688430845
Name: Rob Wilson
Title: Treasurer

CITIBANK, N.A.

(Buyer)

By: /s/ Arunthathi Theivakumaran

Name: Arunthathi Theivakumaran

Title: Vice President

[Amendment Number Three to Master Repurchase Agreement (Citi-Rocket) (2021)]

Exhibit 10.6

FOURTH AMENDMENT TO LEASE

(One North Central)

THIS FOURTH AMENDMENT TO LEASE ("Fourth Amendment") is made and entered into as of the 30th day of December, 2020, by and between AGP ONE NORTH CENTRAL OWNER LLC, a Delaware limited liability company ("Landlord"), and QUICKEN LOANS, LLC, a Michigan limited liability company, successor-in-interest to Quicken Loans Inc. ("Tenant").

R E C I T A L S:

A.Landlord and Tenant entered into that certain Office Lease dated as of June 5, 2017 (the "Original Lease"), as modified by (i) that certain Amendment to Lease dated as of March 14, 2018 by and between Landlord and Tenant ("First Amendment"), (ii) that certain Second Amendment to Lease dated as of August 12, 2019 by and between Landlord and Tenant ("Second Amendment"), and (iii) that certain Third Amendment to Lease dated as of October 14, 2019, by and between Landlord and Tenant ("Third Amendment"), whereby Landlord leased to Tenant and Tenant leased from Landlord certain office space located in that certain building located and addressed at One North Central Avenue, Phoenix, Arizona (the "Building"). The Original Lease, as modified by the First Amendment, the Second Amendment, and the Third Amendment, may be referred to herein as the "Lease".

B.By this Fourth Amendment, Landlord and Tenant desire to expand the Existing Premises (as defined below) and to otherwise modify the Lease as provided herein.

C.Unless otherwise defined herein, capitalized terms as used herein shall have the same meanings as given thereto in the Lease.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

A G R E E M E N T:

1.Existing Premises. Landlord and Tenant hereby agree that pursuant to the Lease, Landlord currently leases to Tenant and Tenant currently leases from Landlord that certain office space in the Building containing 214,607 rentable square feet consisting of (i) 29,019 rentable square feet comprising Suite 1500; (ii) 29,052 rentable square feet comprising Suite 1600; (iii) 28,872 rentable square feet comprising Suite 1700; (iv) 28,872 rentable square feet comprising Suite 1800; (v) 28,906 rentable square feet comprising Suite 1900; (vi) 13,104 rentable square feet comprising Suite 2000; (vii) 28,799 rentable square feet comprising Suite 1300; and (viii) 27,983 rentable square feet comprising Suite 1400 (collectively, the "Existing Premises"), as more particularly described in the Lease.


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2.Expansion of the Existing Premises; Suite 1100 Expansion Commencement Date; Landlord's Delivery of Suite 1100 Expansion Space.

2.1.Suite 1100 Expansion Space. The “Suite 1100 Expansion Space” is that certain space commonly known as Suite 1100 and comprised of 28,790 rentable square feet located on the eleventh (11th) floor of the Building as depicted on Exhibit A-1 attached hereto. At Tenant’s option, Tenant may elect to have Landlord measure the Suite 1100 Expansion Space by written notice delivered to Landlord on or before the date thirty (30) days after the Suite 1100 Expansion Commencement Date (as defined in Section 2.2 below). In the event Tenant timely delivers such notice, then Landlord's space planner/architect shall remeasure the rentable square feet of the Suite 1100 Expansion Space in accordance with the provisions of this Section 2.2 and Section 1.3 of the Lease and the results thereof shall be presented to Tenant in writing. Tenant's space planner/architect may review Landlord's space planner/architect's determination of the number of rentable square feet and usable square feet of the Suite 1100 Expansion Space and Tenant may, within fifteen (15) business days after Tenant's receipt of Landlord's space planner/architect's written determination, object to such determination by written notice to Landlord. Tenant's failure to deliver written notice of such objection within said fifteen (15) business day period shall be deemed to constitute Tenant's acceptance of Landlord's space planner/architect's determination. If Tenant objects to such determination, Landlord's space planner/architect and Tenant's space planner/architect shall promptly meet and attempt to agree upon the rentable and usable square footage of the Suite 1100 Expansion Space. If Landlord's space planner/architect and Tenant's space planner/architect cannot agree on the rentable and useable square footage of the Suite 1100 Expansion Space within thirty (30) days after Tenant's objection thereto, Landlord and Tenant shall mutually select an independent third party space measurement professional to field measure the Suite 1100 Expansion Space under the BOMA standard. Such third party independent measurement professional's determination shall be conclusive and binding on Landlord and Tenant. Landlord and Tenant shall each pay fifty percent (50%) of the fees and expenses of the independent third party space measurement professional. Until such time as a final determination is made, the Suite 1100 Expansion Space shall be deemed to be 28,790 rentable square feet, and after the final determination is made, an appropriate adjustment, if necessary, shall be made retroactively, and Landlord shall make appropriate payment (if applicable) to Tenant.

2.2.Suite 1100 Expansion Commencement Date. Subject to Suite 1100 Delays (as defined below), effective as of the date that is one hundred fifty (150) days after the Suite 1100 Delivery Date ("Suite 1100 Expansion Commencement Date"), Tenant shall lease from Landlord and Landlord shall lease to Tenant, the Suite 1100 Expansion Space. Accordingly, effective upon the Suite 1100 Expansion Commencement Date, the Existing Premises shall be increased to include the Suite 1100 Expansion Space. Landlord and Tenant hereby agree that such addition of the Suite 1100 Expansion Space to the Existing Premises shall, effective as of the Suite 1100 Expansion Commencement Date, increase the number of rentable square feet leased by Tenant in the Building to a total of 243,397 rentable square feet. Effective as of the Suite 1100 Expansion Commencement Date, all references to the "Premises" shall mean and refer to the Existing Premises as expanded by the Expansion Space. For avoidance of doubt, as set forth in Section 9 below, for purposes of calculating Tenant’s Share of Direct Expenses for the Premises, the Existing Premises and the Suite 1100 Expansion Space shall be treated separately as there are different Base Years. Notwithstanding the foregoing, in the event that


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Tenant has not completed the Suite 1100 Tenant Improvements (as defined in Section 2.1 of Exhibit B attached hereto) on or before the date that would have been the Suite 1100 Expansion Commencement Date pursuant to the first sentence of this Section 2.2, then the Suite 1100 Construction Period (as defined in Section 2.3 below) shall be extended on a day-for-day basis for each day of Suite 1100 Delays. “Suite 1100 Delays” means the following delays: (a) Landlord’s failure to timely make possession of the Suite 1100 Expansion Space available to Tenant in accordance with Section 2.3 below, (b) Landlord’s failure to timely respond to Tenant within the time frames set forth in Exhibit B, and (c) any Force Majeure events, including, but not limited to, any pandemic, epidemic, restriction in construction or related activity (including obtaining building permits) caused by a governmental executive order or similar restriction.

2.3.Landlord's Delivery of Suite 1100 Expansion Space to Tenant. Notwithstanding the Suite 1100 Expansion Commencement Date, Landlord shall deliver possession of the Suite 1100 Expansion Space to Tenant on the date that is fourteen (14) days after the full execution and delivery by Landlord and Tenant of this Fourth Amendment. The period from such delivery date (the “Suite 1100 Delivery Date”) until the Suite 1100 Expansion Commencement Date is sometimes referred to herein as the “Suite 1100 Construction Period”. Tenant’s possession of the Suite 1100 Expansion Space during the Suite 1100 Construction Period shall be subject to all of the terms and conditions of the Lease, except that Tenant shall not be required to pay Rent for the Suite 1100 Expansion Space during the Suite 1100 Construction Period.

3.Existing Lease Term and Suite 1100 Expansion Space Term.

3.1.Landlord and Tenant acknowledge and agree that the current Lease Expiration Date for the Existing Premises is October 31, 2028. Such Lease Expiration Date is hereby extended until December 31, 2029 ("Amended Lease Expiration Date").

3.2.The Term of Tenant's lease of the Suite 1100 Expansion Space shall commence on the Suite 1100 Expansion Commencement Date and shall expire on the date immediately prior to the date that is sixty-eight (68) months thereafter (the “Suite 1100 Expansion Space Term”). Landlord or Tenant may execute and deliver to the other an amendment or confirmation memorandum in the form of Exhibit C of the Lease with respect to the Suite 1100 Expansion Space and Suite 1100 Expansion Space Term which shall be executed and delivered by the receiving party within thirty (30) days after its receipt thereof, subject to its approval thereof.

3.3.Tenant shall have the right to extend the Suite 1100 Expansion Space Term to be coterminous with the Amended Lease Expiration Date by providing written notice to Landlord of Tenant’s election to so extend the Suite 1100 Expansion Space Term on or before the one hundred eightieth (180th) day prior to the expiration of the Suite 1100 Expansion Space Term. If Tenant so exercises such option, then Base Rent for the Suite 1100 Expansion Space during the period from the expiration of the Suite 1100 Space Term through December, 2029 shall be payable as follows:


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Period	Monthly Installment of Base Rent	Annual Rental Rate per Rentable Square Foot
[***]	[***]	[***]
[***]	[***]	[***]
[**]	[***]	[***]
[*]	[***]	[***]

* The earlier of the last day of [***] or [***].

**If applicable.

3.4.In the event that Tenant extends the Suite 1100 Expansion Space Term to the Amended Lease Expiration Date, so that the Suite 1100 Expansion Space Term and the Lease Term are co-terminus, then any election by Tenant in Tenant’s sole discretion to extend the Lease Term pursuant to Section 2.2 of the Lease will likewise extend the Suite 1100 Expansion Space Term for the same extended term.

4.Base Rent.

4.1.Base Rent for Suite 1100 Expansion Space. Notwithstanding anything to the contrary contained in the Lease, commencing on the Suite 1100 Expansion Commencement Date, Tenant shall pay, in accordance with the provisions of this Section 4.1 but subject to abatement as provided in Section 5 below, Base Rent for the Suite 1100 Expansion Space as follows:


Period	Monthly Installment of Base Rent		Annual Rental Rate per Rentable Square Foot
[***]		[***]	[***]
[***]		[***]	[***]
[***]		[***]	[***]
[***]		[***]	[***]
[***]		[***]	[***]
[***]		[***]	[***]

*Subject to abatement as provided in Section 5 below.


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4.2.Base Rent for Existing Premises. Notwithstanding anything to the contrary contained in the Lease, during the period from November 1, 2028 until December 31, 2029, Tenant shall pay Base Rent for the Existing Premises as follows:


Period	Monthly Installment of Base Rent	Annual Rental Rate per Rentable Square Foot
[*] – [*]	[***]	[***]

5.Abated Base Rent.

5.1.Suite 1100 Expansion Premises. Notwithstanding anything to the contrary contained herein and so long as Tenant is not in default under the Lease (beyond the expiration of all applicable grace periods and/or notice and cure periods), Landlord hereby agrees to abate Tenant's obligation to pay Tenant's monthly Base Rent for the Suite 1100 Expansion Space for the[***] full calendar months of the Suite 1100 Expansion Space Term (collectively, the “Abated Suite 1100 Expansion Space Base Rent”).

5.2.Existing Premises. Notwithstanding anything to the contrary contained herein and so long as Tenant is not in default under the Lease (beyond the expiration of all applicable grace periods and/or notice and cure periods), Landlord hereby agrees to abate Tenant's obligation to pay Tenant's monthly Base Rent for the Existing Premises for the [***] full calendar months after the full execution and delivery of this Fourth Amendment (collectively, the “Abated Existing Premises Base Rent”).

5.3.During such Base Rent abatement periods as provided in Section 5.1 and Section 5.2 of this Fourth Amendment, Tenant shall still be responsible for the payment of all of its other monetary obligations under the Lease.

5.4.In the event of a default by Tenant under the terms of the Lease (beyond the expiration of all applicable grace periods and/or notice and cure periods) that results in the early termination of the Lease pursuant to the provisions of Section 19.2 of the Lease, then as a part of the recovery set forth in Article 19 of the Lease, Landlord shall be entitled to the recovery of the unamortized amount of the Abated Suite 1100 Expansion Space Base Rent and the Abated Existing Premises Base Rent that was abated under the provisions of this Section 5.

6.Termination Option Modifications. Notwithstanding anything in the Lease to the contrary, (a) in no event shall Tenant's termination options set forth in Section 2.3 of the Lease apply to the Suite 1100 Expansion Space leased by Tenant hereunder, and (b) effective as of the date hereof, the Second Termination Option Termination Date is deemed changed to August 31, 2025 and the Third Termination Option Termination Date is deemed changed to October 31, 2027.

7.Condition of Suite 1100 Expansion Space. Except as expressly set forth in the Lease and in the Tenant Work Letter attached hereto as Exhibit B, Landlord shall not be


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obligated to provide or pay for any improvements, work or services related to the improvement, remodeling or refurbishment of the Suite 1100 Expansion Space. Tenant shall accept the Suite 1100 Expansion Space in its "AS IS" condition; provided, however, in the event that, as of the date of execution of this Fourth Amendment, the Base, Shell, and Core (as defined in Section 1 of Exhibit B attached hereto) of the Building where the Suite 1100 Expansion Space is located, in its condition existing as of such date without regard to any of the Suite 1100 Tenant Improvements, alterations or other improvements existing in the Suite 1100 Expansion Space as of the date hereof and/or to be constructed or installed by or on behalf of Tenant in the Suite 1100 Expansion Space or Tenant's use of the Suite 1100 Expansion Space, (a) does not comply with applicable laws, including, without limitation, seismic, fire and life safety codes, and the Americans with Disabilities Act (ADA), in effect as of the date hereof, or (b) contains latent defects, then Landlord shall be responsible, at its sole cost and expense which shall not be included in Operating Expenses (except as otherwise permitted in [and not excluded in] Section 4.2 of the Lease), for correcting any such non-compliance to the extent required by applicable laws, and/or correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant.

8.Parking.

8.1.Pursuant to Section 8 of the Second Amendment, Landlord has provided Tenant with four hundred twelve (412) parking passes to access parking spaces located in the West Garage, as more particularly described therein.

8.2.The West Garage consists of a total of four hundred seventy-two (472) parking spaces, with six (6) spaces being reserved for ADA reasons, resulting in a total of four hundred sixty-six (466) unreserved parking spaces. Commencing as of the Suite 1100 Expansion Commencement Date, Tenant shall have the sole and exclusive right to park in the West Garage, and Landlord shall provide Tenant with an additional fifty-four (54) parking passes for same, for a total of four hundred sixty-six (466) parking passes (collectively, the “Allocated Parking Passes”). Tenant shall pay for such additional parking passes at the rates provided for in the Lease. As of the Suite 1100 Expansion Commencement Date, with the exception of parking spaces reserved for ADA reasons, and any parking spaces Tenant may subsequently designate as reserved, all parking spaces shall be unreserved and available for Tenant’s use. Except as modified herein, all parking spaces shall be subject to the terms and conditions of the Lease. Tenant has no rights to park in any Building Complex Parking Area other than the West Garage.

8.3.By this Fourth Amendment, Tenant’s parking rights as provided in Article 24 of the Original Lease are hereby modified. Landlord agrees to allow Tenant to use a flexible parking program under which Landlord will issue to Tenant more parking passes than the number of Allocated Parking Passes as provided above (the “Tenant Flexible Parking Pass Program”). Landlord will issue, or cause its parking operator to issue, to Tenant additional parking passes up to a maximum of five hundred thirty-four (534) additional parking passes for a total of one thousand (1,000) parking passes in the aggregate to be used solely by Tenant’s personnel (“Tenant Flexible Parking Pass”). In no event shall the Tenant Flexible Parking Pass Program allow Tenant’s personnel to access more than four hundred sixty-six (466) parking spaces in the West Garage (“Tenant Flexible Parking Pass Cap”). If, at any time, Tenant’s personnel has accessed the West Garage and reached the maximum parking pass level of four


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hundred sixty-six (466) parkers, then any additional Tenant personnel who thereafter attempts to access the West Garage with a Tenant Flexible Parking Pass shall be denied access to the West Garage until such time as one of Tenant’s personnel exits the West Garage and the number of users of Tenant’s Flexible Parking Passes accessing the West Garage is less than the Tenant Flexible Parking Pass Cap. Upon Tenant’s request, Landlord will transition the parking program to the Tenant Flexible Parking Pass Program within thirty (30) days after the date of such request from Tenant which shall be the “Tenant Flexible Parking Program Transition Date”; provided, however, that the Tenant Flexible Parking Program Transition Date shall in no event be later than October 31, 2021, regardless of whether Tenant makes such request to Landlord.

8.4.Notwithstanding anything contained in Article 24 of the Lease to the contrary, from and after the Tenant Flexible Parking Program Transition Date, Tenant shall pay to Landlord a monthly amount equal to the product of the Tenant Flexible Parking Pass Cap multiplied by the sum of (i) the then-prevailing monthly rate for unreserved parking passes in the Building Complex Parking Area (subject to the limitations set forth in Article 24 of the Lease) plus (ii) [***]. For example, if the prevailing monthly rate is Ninety and 00/100 Dollars ($90.00), Tenant would pay a sum of [***] multiplied by the Tenant Flexible Parking Pass Cap [***] for a total of [***] per month. Partial months shall be appropriately prorated.

8.5.In lieu of separate parking passes, Tenant desires that Tenant’s personnel be able to access the West Garage by using the access cards that Tenant’s personnel uses to enter and access the Premises. The parties have investigated whether it would be possible to co-program Tenant’s access cards to allow access to both the Premises and to the West Garage and as of the date hereof, Landlord and Tenant’s access card technologies are incompatible. In the event Landlord and Tenant’s access card technologies become compatible during the Term (either through updates or because either party, at its sole option, changes its access card system), then in lieu of utilizing separate parking passes, Landlord shall program each of the access cards that are utilized by each of the Tenant’s personnel to enter and access the Premises to also permit such personnel to enter and access the West Garage (up to 1,000 cards or devices to be so activated).

9.Tenant's Share. Notwithstanding anything to the contrary in the Lease, commencing as of the Suite 1100 Expansion Commencement Date, Tenant’s Share shall be 49.53% with respect to the Existing Premises, 6.64% with respect to the Suite 1100 Expansion Space, and when treated together as the Premises, 56.17%. For purposes of calculating Tenant’s Share of Direct Expenses, the Base Year shall mean (a) calendar year 2018 with respect to the Existing Premises and (b) calendar year 2021 with respect to the Suite 1100 Expansion Space. Notwithstanding the foregoing, in the event that the total Operating Expenses for calendar year 2019 are greater than the total Operating Expenses for the calendar year 2021, then with respect to calculating Tenant’s Share of Direct Expenses for the Suite 1100 Expansion Space, the Base Year shall mean (i) the calendar year 2021 with respect to Tenant’s Share of Tax Expenses and (ii) the calendar year 2019 with respect to Tenant’s Share of Operating Expenses.

10.Signage. If Tenant sublets or assigns, pursuant to Section 14.7 of the Lease, all or any portion of the Premises to its Affiliate, Amrock LLC, then Tenant shall be permitted, at its sole cost, to have one (1) plaque on the existing monument sign serving the Building for the tradename “Amrock”.


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11.Brokers. Each party represents and warrants to the other that, except for Friedman West Realty, LLC ("Tenant's Broker") and Cushman & Wakefield ("Landlord's Broker"), no broker, agent or finder negotiated or was instrumental in negotiating or consummating this Fourth Amendment. Each party further agrees to defend, indemnify and hold harmless the other party from and against any claim for commission or finder's fee by any person or entity (other than Landlord's Broker and Tenant's Broker) who claims or alleges that they were retained or engaged by the first party or at the request of such party in connection with this Fourth Amendment. Landlord shall pay the commission to Tenant’s Broker and Landlord’s Broker pursuant to one or more separate written agreement(s) between/among Landlord and such brokers.

12.Signing Authority. Tenant hereby represents and warrants that Tenant is a duly formed and existing entity, Tenant is qualified to do business in the State of Arizona, that Tenant has full right and authority to execute and deliver this Fourth Amendment, and that each person signing on behalf of Tenant is authorized to do so. Landlord hereby represents and warrants that Landlord is a duly formed and existing entity, Landlord is qualified to do business in the State of Arizona, that Landlord has full right and authority to execute and deliver this Fourth Amendment, and that each person signing on behalf of Landlord is authorized to do so.

13.Defaults. Tenant hereby represents and warrants to Landlord that, to Tenant’s knowledge, as of the date of this Fourth Amendment, Tenant is in full compliance with all terms, covenants and conditions of the Lease and that there are no breaches or defaults under the Lease by either Landlord or Tenant, and that Tenant knows of no events or circumstances which, given the passage of time, would constitute a default under the Lease by either Landlord or Tenant. Landlord hereby represents and warrants to Tenant that, to Landlord’s knowledge, as of the date of this Fourth Amendment, Landlord is in full compliance with all terms, covenants and conditions of the Lease and that there are no breaches or defaults under the Lease by either Landlord or Tenant, and that Landlord knows of no events or circumstances which, given the passage of time, would constitute a default under the Lease by either Landlord or Tenant.

14.Ratification. Tenant and Landlord each hereby ratifies and confirms its respective obligations under the Lease, and represents and warrants to each other that it has no defenses thereto.

15.Binding Effect; Conflicts; Governing Law; Venue; Captions. Except as modified hereby, the Lease shall remain in full effect and this Fourth Amendment shall be binding upon Landlord and Tenant and their respective successors and assigns. If any inconsistency exists or arises between the terms of this Fourth Amendment and the terms of the Lease, the terms of this Fourth Amendment shall prevail. This Fourth Amendment shall be governed by and construed in accordance with the laws of the state in which the Premises are located. The captions and headings used throughout this Fourth Amendment are for convenience of reference only and shall not affect the interpretation of this Fourth Amendment.


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16.Counterparts and Execution.

16.1.This Fourth Amendment may be executed in any number of counterparts and may be signed and/or transmitted by facsimile, electronic mail of a .pdf document, or electronic signature technology (e.g., via DocuSign or similar electronic signature technology), and each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument. The parties further consent and agree that (a) to the extent a party signs this Fourth Amendment using electronic signature technology, by clicking “SIGN” (or similar election), such party is signing this Fourth Amendment electronically, and (b) the electronic signature(s) appearing on this Fourth Amendment shall be treated, for purposes of validity, enforceability and admissibility, the same as handwritten signatures. Each of Landlord and Tenant intends to be bound by electronically generated signatures and/or by signature(s) on the facsimile or electronically imaged document, is aware that the other party will rely on such signature(s), and hereby waives any defenses to the enforcement of the terms of this Fourth Amendment based on the form of signature(s).

16.2.This Fourth Amendment shall have no force or effect, nor confer any rights or impose any obligation upon either party unless and until execution hereof by Landlord and Tenant and the unconditional delivery of a fully-executed Fourth Amendment to Landlord and Tenant or their representatives.

17.No Further Modification. Except as set forth in this Fourth Amendment, all of the terms and provisions of the Lease shall remain unmodified and in full force and effect.

[SIGNATURES APPEAR ON FOLLOWING PAGE]


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IN WITNESS WHEREOF, this Fourth Amendment to Lease has been executed as of the day and year first above written.

"LANDLORD" AGP ONE NORTH CENTRAL OWNER LLC,

a Delaware limited liability company

By: Parallel Capital Partners LP, a Delaware limited partnership its authorized agent

By: Parallel Capital Partners, Inc., a California corporation

DocuSigned by:

/s/ Jim Ingebritsen

97FC241E5E75410

Name: Jim Ingebritsen

Title: President

"TENANT" QUICKEN LOANS, LLC,

a Michigan limited liability company

By: /s/ Jay D. Farner

Name: Jay D. Farner

Its: Chief Executive Officer


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EXHIBIT A-1

SUITE 1100 EXPANSION SPACE


			EXHIBIT A-1 -1-


			EXHIBIT A-1 -2-

EXHIBIT B

ONE NORTH CENTRAL

TENANT WORK LETTER

This Tenant Work Letter (“Tenant Work Letter”) shall set forth the terms and conditions relating to the construction of the Suite 1100 Expansion Space. All references in this Tenant Work Letter to “the Fourth Amendment” shall mean the relevant portions of the Fourth Amendment to which this Tenant Work Letter is attached as Exhibit B.

SECTION 1

GENERAL CONSTRUCTION OF THE SUITE 1100 EXPANSION SPACE

Subject to the terms of Section 7 of the Fourth Amendment, Landlord shall deliver the base, shell, and core (i) of the Suite 1100 Expansion Space and (ii) of the floor of the Building on which the Suite 1100 Expansion Space is located, including the base building electrical, mechanical and plumbing systems, (collectively, the “Base, Shell, and Core”) in its current as-is condition existing as of the date of the Lease.

SECTION 2

SUITE 1100 TENANT IMPROVEMENTS

2.1 Suite 1100 Tenant Improvement Allowance. Tenant shall be entitled to a one-time tenant improvement allowance (the “Suite 1100 Tenant Improvement Allowance”) in the amount of up to, but not exceeding [***] for the costs relating to the initial design and construction of Tenant’s improvements which are permanently affixed to the Suite 1100 Expansion Space (collectively, the “Suite 1100 Tenant Improvements”). Notwithstanding anything above to the contrary, Landlord shall have no obligation to disburse all or any portion of the Suite 1100 Tenant Improvement Allowance to Tenant unless Tenant makes a request for disbursement pursuant to the terms and conditions of Section 2.2 below prior to that date which is twelve (12) months after the Suite 1100 Expansion Commencement Date (the “Allowance Period”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Suite 1100 Tenant Improvement Allowance. Tenant shall not be entitled to receive any cash payment for any portion of the Suite 1100 Tenant Improvement Allowance which is not used to pay for the Suite 1100 Tenant Improvement Allowance Items (as such term is defined below) or disbursed following the effective date of the Fourth Amendment in accordance with the terms of this Tenant Work Letter.

2.2 Disbursement of the Suite 1100 Tenant Improvement Allowance.

2.2.1 Tenant Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Suite 1100 Tenant Improvement Allowance shall be disbursed by Landlord only for the following items and costs (collectively, the “Tenant Improvement Allowance Items”):


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2.2.1.1 Payment of the fees of the “Architect” and the “Engineers,” as those terms are defined in Section 3.1 of this Tenant Work Letter, the costs of Tenant’s project manager (if any) and payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review of the “Construction Drawings,” as that term is defined in Section 3.1 of this Tenant Work Letter;

2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Suite 1100 Tenant Improvements;

2.2.1.3 The cost of construction of the Suite 1100 Tenant Improvements, including, without limitation, contractors’ fees and general conditions, testing and inspection costs, costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage.

2.2.1.4 The cost of any changes in the Base, Shell, and Core work when such changes are required by the Construction Drawings (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses incurred in connection therewith (for avoidance of doubt, the Suite 1100 Tenant Improvement Allowance shall not be used by Landlord for the costs of its work, if any, under Section 7 of the Fourth Amendment);

2.2.1.5 The cost of any changes to the Construction Drawings or Suite 1100 Tenant Improvements required by applicable laws and building codes (collectively, “Code”);

2.2.1.6 Sales and use taxes;

2.2.1.7 The “Coordination Fee,” as that term is defined in Section 4.2.2.2 of this Tenant Work Letter; and

2.2.1.8 All other costs to be expended by Landlord in connection with the construction of the Suite 1100 Tenant Improvements.

2.2.2 Disbursement of Suite 1100 Tenant Improvement Allowance. During the construction of the Suite 1100 Tenant Improvements, Landlord shall make monthly disbursements of the Suite 1100 Tenant Improvement Allowance for Tenant Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant as follows:

2.2.2.1 Monthly Disbursements. On or before the fifth (5th) day of each calendar month (the “Disbursement Submission Date”) during the construction of the Suite 1100 Tenant Improvements (or such other date as Landlord may designate, provided, any change in date shall not result in a period of more than thirty (30) days between consecutive Disbursement Submission Dates), Tenant shall deliver to Landlord: (i) a request for payment of the “Contractor,” as that term is defined in Section 4.1 below, approved by Tenant, using the current AIA contract and payment forms showing the schedule, by trade, of percentage of completion of the Suite 1100 Tenant Improvements in the Suite 1100 Expansion Space, detailing


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the portion of the work completed and the portion not completed; (ii) paid invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 below, for labor rendered and materials delivered to the Suite 1100 Expansion Space; (iii) executed full or partial mechanic’s lien releases (which may be conditional releases pending receipt of payment) from all of Tenant’s Agents which shall comply with the appropriate provisions of Arizona law, as reasonably determined by Landlord; and (iv) all other information reasonably requested by Landlord including sign off by Tenant’s architect with respect to such payment request. On or before the twenty-fifth (25th) day of the following calendar month in which Tenant’s request for payments is delivered, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of (A) the amounts so requested by Tenant, as set forth in this Section 2.2.2.1, less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”) and (B) the balance of any remaining available portion of the Suite 1100 Tenant Improvement Allowance (not including the Final Retention), unless Landlord notifies Tenant in writing (with reasonable detail) that it disputes all or any portion of the request for payment based on non-compliance of any work with the “Approved Working Drawings”, as that term is defined in Section 3.4 below, or due to any substandard work, or for any other reason. In the event Landlord so disputes all or any portion of a request for payment, Landlord shall remit the non-disputed amount in accordance with the foregoing, and upon reasonable satisfaction of Landlord’s objections, Landlord shall remit any remaining portion of such payment request within ten (10) business days after satisfaction of such objections. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

2.2.2.2 Final Retention. Subject to the provisions of this Tenant Work Letter, within thirty (30) days after delivery of the Final Paperwork by Tenant to Landlord, a check for the Final Retention payable to Tenant and Contractor shall be delivered by Landlord to Tenant following the completion of construction of the Suite 1100 Expansion Space, provided that (i) Tenant delivers to Landlord properly executed unconditional mechanics lien releases (or releases conditioned only on payment from the Final Retention) in compliance with applicable Arizona law (“Final Paperwork”), and (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building. In the event Landlord so disputes all or any portion of a request for payment of the Final Retention, (a) Landlord shall notify Tenant in writing (with reasonable detail) as to its reason for the dispute within such thirty (30) day period after delivery of the Final Paperwork, (b) Landlord shall remit the non-disputed amount in accordance with the foregoing, and (c) upon reasonable satisfaction of Landlord’s objections, Landlord shall remit any remaining portion of such payment request within ten (10) business days after satisfaction of such objections.

2.2.2.3 Other Terms. Landlord shall only be obligated to make disbursements from the Suite 1100 Tenant Improvement Allowance to the extent costs are incurred by Tenant for Tenant Improvement Allowance Items or as otherwise provided in Sections 2.1 and 2.2 above.


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2.2.2.4 Unused Allowance. In the event the Suite 1100 Tenant Improvement Allowance exceeds the total cost of Tenant Improvement Allowance Items for the Suite 1100 Tenant Improvements, then Tenant shall have the right, during the Allowance Period only, to request reimbursement from Landlord for work and improvements permanently affixed to the Existing Premises. In no event shall any unused amount of the Tenant Improvement Allowance be used for furniture, fixtures or equipment or as a credit towards Rent.

SECTION 3

CONSTRUCTION DRAWINGS

3.1 Selection of Architect/Construction Drawings. Tenant shall retain an architect/space planner (the “Architect”) to prepare the Construction Drawings. Tenant shall retain the engineering consultants approved by Landlord (the “Engineers”), which approval shall not be unreasonably withheld, conditioned or delayed, to prepare all plans and engineering working drawings relating to the structural, mechanical, electrical, plumbing, HVAC, lifesafety, and sprinkler work in the Suite 1100 Expansion Space. The plans and drawings to be prepared by Architect and the Engineers hereunder shall be known collectively as the “Construction Drawings.” All Construction Drawings shall comply with the drawing format and specifications reasonably determined by Landlord, and shall be subject to Landlord’s approval (not to be unreasonably withheld, conditioned, or delayed). Tenant and Architect shall verify, in the field, the dimensions and conditions as shown on the relevant portions of the base building plans, and Tenant and Architect shall be solely responsible for the same, and Landlord shall have no responsibility in connection therewith. Landlord’s review of the Construction Drawings as set forth in this Section 3, shall be for its sole purpose and shall not imply Landlord’s review of the same, or obligate Landlord to review the same, for quality, design, Code compliance or other like matters. Accordingly, notwithstanding that any Construction Drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord’s space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the Construction Drawings.

3.1.1 Approved Consultants. Notwithstanding anything above to the contrary, Landlord hereby approves the following consultants to be retained by Tenant: McCarthy Nordburg, Architect of Record; Kraemer Consulting, MEP engineer: Caruso Turley Scott, Structural Engineer.

3.2 Final Space Plan. Within seventy-five (75) days after the full execution and delivery of the Fourth Amendment, Tenant shall supply Landlord with four (4) copies signed by Tenant of its final space plan for the Suite 1100 Expansion Space before any architectural working drawings or engineering drawings have been commenced. The final space plan (the “Final Space Plan”) shall include a layout and designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein. Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan. Landlord shall advise Tenant within five (5) business days after Landlord’s receipt of the Final


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Space Plan for the Suite 1100 Expansion Space if the same is unsatisfactory or incomplete in any respect. If Tenant is so advised, Tenant shall promptly (i) cause the Final Space Plan to be revised to correct any deficiencies or other matters Landlord may reasonably require, and (ii) deliver such revised Final Space Plan to Landlord. The sequence of submitting and reviewing the Final Space Plan shall continue within the time periods provided herein until the Final Space Plan is approved. If Landlord fails to respond to any Final Space Plan submitted for review and approval within five (5) business days after Landlord’s receipt and if such failure continues for one (1) additional business day after receipt of Tenant’s second request for approval, Landlord shall be deemed to have granted its approval.

3.3 Final Working Drawings. After the Final Space Plan has been approved by Landlord and Tenant, Tenant shall promptly cause the Architect and the Engineers to complete the architectural and engineering drawings for the Suite 1100 Expansion Space, and cause the Architect to compile a fully coordinated set of architectural, structural, mechanical, electrical and plumbing working drawings in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits for the Suite 1100 Tenant Improvements (collectively, the “Final Working Drawings”), and shall submit the same to Landlord for Landlord’s approval. Tenant shall supply Landlord with four (4) copies signed by Tenant of such Final Working Drawings. Landlord shall advise Tenant within five (5) business days after Landlord’s receipt of the Final Working Drawings for the Suite 1100 Expansion Space if the same is unsatisfactory or incomplete in any respect. If Tenant is so advised, Tenant shall promptly (i) revise the Final Working Drawings in accordance with such review and any disapproval of Landlord in connection therewith, and (ii) deliver such revised Final Working Drawings to Landlord. The sequence of submitting and reviewing the Final Working Drawings shall continue within the time periods provided herein until the Final Working Drawings are approved. If Landlord fails to respond to any Final Working Drawings submitted for review and approval within five (5) business days after Landlord’s receipt and if such failure continues for one (1) additional business day after receipt of Tenant’s second request for approval, Landlord shall be deemed to have granted its approval.

3.4 Approved Working Drawings. The Final Working Drawings shall be approved by Landlord (the “Approved Working Drawings”) prior to the commencement of construction of the Suite 1100 Expansion Space by Tenant. After approval by Landlord of the Final Working Drawings, thus constituting the Approved Working Drawings, Tenant shall promptly submit the same to the appropriate governmental authorities for all applicable building permits (collectively, the “Suite 1100 Permits”) . Tenant hereby agrees that neither Landlord nor Landlord’s consultants shall be responsible for obtaining any building permit or certificate of occupancy for the Suite 1100 Expansion Space and that obtaining the same shall be Tenant’s responsibility; provided, however, that Landlord shall cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permit or certificate of occupancy, and the foregoing agreement shall not limit Landlord’s obligations under Section 7 of the Fourth Amendment. No changes, modifications or alterations in the Approved Working Drawings may be made without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed.


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SECTION 4

CONSTRUCTION OF THE SUITE 1100 TENANT IMPROVEMENTS

4.1 Tenant’s Selection of Contractor and Tenant’s Agents.

4.1.1 The Contractor. A general contractor shall be retained by Tenant to construct the Suite 1100 Tenant Improvements. Such general contractor (“Contractor”) shall be selected by Tenant from a list of general contractors supplied by Landlord, and Tenant shall deliver to Landlord notice of its selection of the Contractor upon such selection. Landlord hereby approves Westpac Construction Company as the general contractor if retained by Tenant.

4.1.2 Tenant’s Agents. All subcontractors used by Tenant (such subcontractors, together with any laborers, materialmen, and suppliers, and the Contractor to be known collectively as “Tenant’s Agents”) must be approved in writing by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; provided that, in any event, Tenant must contract with Landlord’s base building subcontractors for any mechanical, electrical, plumbing, life safety, structural, heating, ventilation, and air-conditioning work in the Suite 1100 Expansion Space.

4.2 Construction of Tenant Improvements by Tenant’s Agents.

4.2.1 Construction Contract; Cost Budget. Prior to Tenant’s execution of the construction contract and general conditions with Contractor (the “Contract”), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld or delayed, and shall be deemed given if Landlord does not respond within five (5) days. Prior to the commencement of the construction of the Suite 1100 Tenant Improvements, and after Tenant has accepted all bids for the Suite 1100 Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, of the final costs to be incurred, or which have been incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.8 above, in connection with the design and construction of the Suite 1100 Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (which costs form a basis for the amount of the Contract, if any) (the “Final Costs”). Such Final Costs shall also demonstrate any amounts by which the Final Costs exceed the Suite 1100 Tenant Improvement Allowance. In the event that, after the Final Costs have been delivered by Landlord to Tenant, the costs relating to the design and construction of the Suite 1100 Tenant Improvements shall change, any additional costs necessary to such design and construction in excess of the Final Costs shall, to the extent they exceed the remaining balance of the Suite 1100 Tenant Improvement Allowance, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in Sections 2.2.2.1(i), (ii), (iii) and (iv) above, for Landlord’s approval, prior to Tenant paying such costs.

4.2.2 Tenant’s Agents.

4.2.2.1 Landlord’s General Conditions for Tenant’s Agents and Tenant Improvement Work. Tenant’s and Tenant’s Agents’ construction of the Suite 1100 Tenant Improvements shall comply with the following: (i) the Suite 1100 Tenant Improvements shall be constructed in strict accordance with the Approved Working Drawings; (ii) Tenant and


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Tenant’s Agents shall not, in any way, interfere with, obstruct, or delay, the work of Landlord’s base building contractor and subcontractors with respect to the Base, Shell, and Core or any other work in the Building; (iii) Tenant’s Agents shall submit schedules of all work relating to the Suite 1100 Tenant Improvements to Contractor and Contractor shall, within five (5) business days of receipt thereof, inform Tenant’s Agents of any changes which are necessary thereto, and Tenant’s Agents shall adhere to such corrected schedule; and (iv) Tenant shall abide by all rules made by Landlord’s Building contractor or Landlord’s Building manager with respect to the use of freight, loading dock and service elevators, storage of materials, coordination of work with the contractors of other tenants, and any other matter in connection with this Tenant Work Letter, including, without limitation, the construction of the Suite 1100 Tenant Improvements.

4.2.2.2 Coordination Fee. Tenant shall pay a logistical coordination fee (the “Coordination Fee”) to Landlord in an amount equal to [***], which Coordination Fee shall be for services relating to the coordination of the construction of the Suite 1100 Tenant Improvements and shall be deducted by Landlord from the Suite 1100 Tenant Improvement Allowance.

4.2.2.3 Indemnity. Tenant’s indemnity of Landlord as set forth in the Lease shall also apply with respect to any and all costs, losses, damages, injuries and liabilities related in any way to any act or omission of Tenant or Tenant’s Agents, or anyone directly or indirectly employed by any of them, or in connection with Tenant’s non-payment of any amount arising out of the Suite 1100 Tenant Improvements and/or Tenant’s disapproval of all or any portion of any request for payment. Such indemnity by Tenant, as set forth in the Lease, shall also apply with respect to any and all costs, losses, damages, injuries and liabilities related in any way to Landlord’s performance of any ministerial acts reasonably necessary (i) to permit Tenant to complete the Suite 1100 Tenant Improvements, and (ii) to enable Tenant to obtain any building permit or certificate of occupancy for the Suite 1100 Expansion Space. Such indemnity by Tenant, as set forth in the Lease, shall exclude any and all costs, losses, damages, injuries and liabilities relate in any way to any grossly negligent or willful acts of Landlord and its employees, agents and contractors.

4.2.2.4 Insurance Requirements.

4.2.2.4.1 General Coverages. All of Tenant’s Agents shall carry worker’s compensation insurance covering all of their respective employees, and shall also carry public liability insurance, including property damage, all with limits, in form and with companies as are required to be carried by Tenant as set forth in the Lease.

4.2.2.4.2 Special Coverages. Tenant shall require its general contractor to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of the Suite 1100 Tenant Improvements, and such other insurance as Landlord may reasonably require. It being understood and agreed that the Suite 1100 Tenant Improvements shall be insured by Tenant pursuant to the Lease immediately upon completion thereof. Such insurance shall be in amounts and shall include such extended coverage endorsements as may be reasonably required by Landlord, and in form and with companies as are required to be carried by Tenant as set forth in the Lease.


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4.2.2.4.3 General Terms. Certificates for all insurance carried pursuant to this Section 4.2.2.4 shall be delivered to Landlord before the commencement of construction of the Suite 1100 Tenant Improvements and before the Contractor’s equipment is moved onto the site. To the extent available on commercially reasonable terms, all such policies of insurance must contain a provision that the company writing said policy will give Landlord thirty (30) days prior written notice of any cancellation or lapse of the effective date or any reduction in the amounts of such insurance. In the event that the Suite 1100 Tenant Improvements are damaged by any cause during the course of the construction thereof, Tenant shall immediately repair the same at Tenant’s sole cost and expense. All policies carried under this Section 4.2.2.4 shall insure Landlord and Tenant, as their interests may appear, as well as Contractor and Tenant’s Agents, and shall name as additional insureds Landlord’s Property Manager, Landlord’s Asset Manager, and all mortgagees and ground lessors of the Building (provided that Landlord has provided Tenant with the names of such additional insureds). All insurance, except Workers’ Compensation, maintained by Tenant’s Agents shall preclude subrogation claims by the insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance as respect the owner and that any other insurance maintained by owner is excess and noncontributing with the insurance required hereunder. The requirements for the foregoing insurance shall not derogate from the provisions for indemnification of Landlord by Tenant under Section 4.2.2.3 of this Tenant Work Letter.

4.2.3 Governmental Compliance. The Suite 1100 Tenant Improvements shall comply in all respects with the following: (i) the Code and other state, federal, city or quasi-governmental laws, codes, ordinances and regulations, as each may apply according to the rulings of the controlling public official, agent or other person; (ii) applicable standards of the American Insurance Association (formerly, the National Board of Fire Underwriters) and the National Electrical Code; and (iii) building material manufacturer’s specifications.

4.2.4 Inspection by Landlord. Landlord shall have the right to inspect the Suite 1100 Tenant Improvements at all times, provided however, that Landlord’s failure to inspect the Suite 1100 Tenant Improvements shall in no event constitute a waiver of any of Landlord’s rights hereunder nor shall Landlord’s inspection of the Suite 1100 Tenant Improvements constitute Landlord’s approval of the same. Should Landlord disapprove any portion of the Suite 1100 Tenant Improvements, Landlord shall notify Tenant in writing of such disapproval and shall specify the items disapproved. Any defects or deviations in, and/or disapproval by Landlord of, the Suite 1100 Tenant Improvements shall be rectified by Tenant at no expense to Landlord, provided however, that in the event Landlord determines that a defect or deviation exists or disapproves of any matter in connection with any portion of the Suite 1100 Tenant Improvements and such defect, deviation or matter might adversely affect the mechanical, electrical, plumbing, heating, ventilating and air conditioning or life-safety systems of the Building, the structure or exterior appearance of the Building or any other tenant’s use of such other tenant’s leased premises, Landlord shall notify Tenant to take corrective action. If Tenant fails to commence corrective action within fifteen (15) days and diligently prepare and complete the corrective action promptly thereafter, then Landlord may take such action as Landlord deems necessary, at Tenant’s expense and without incurring any liability on Landlord’s part, to correct any such defect, deviation and/or matter, including, without limitation, causing the cessation of performance of the construction of the Suite 1100 Tenant Improvements until such time as the defect, deviation and/or matter is corrected to Landlord’s satisfaction.


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4.2.5 Meetings. Commencing upon the execution of the Lease, Tenant shall hold weekly meetings at a reasonable time, with the Architect and the Contractor regarding the progress of the preparation of Construction Drawings and the construction of the Suite 1100 Tenant Improvements, which meetings shall be held via remote conferencing (or at a location agreed to by such parties), and Landlord and/or its agents shall receive prior notice of, and shall have the right to attend, all such meetings, and, upon Landlord’s request, certain of Tenant’s Agents shall attend such meetings. In addition, minutes shall be taken at all such meetings, a copy of which minutes shall be promptly delivered to Landlord. One such meeting each month shall include the review of Contractor’s current request for payment.

4.3 Notice of Completion; Copy of “As Built” Plans. Within thirty (30) days after completion of construction of the Suite 1100 Tenant Improvements, Tenant shall cause a Notice of Completion to be recorded in the office of the Recorder of the County in which the Building is located in accordance with applicable Arizona law and shall furnish a copy thereof to Landlord upon such recordation. If Tenant fails to do so, Landlord may execute and file the same on behalf of Tenant as Tenant’s agent for such purpose, at Tenant’s sole cost and expense. At the conclusion of construction, (i) Tenant shall cause the Architect and Contractor (A) to update the Approved Working Drawings as necessary to reflect all changes made to the Approved Working Drawings during the course of construction, (B) to certify to the best of their knowledge that the “record-set” of as-built drawings are true and correct, which certification shall survive the expiration or termination of the Lease, and (C) to deliver to Landlord two (2) sets of sepias of such as-built drawings within ninety (90) days following issuance of a certificate of occupancy for the Suite 1100 Expansion Space, and (ii) Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and information relating to the improvements, equipment, and systems in the Suite 1100 Expansion Space.

4.4 Coordination by Tenant’s Agents with Landlord. Upon Tenant’s delivery of the Contract to Landlord under Section 4.2.1 of this Tenant Work Letter, Tenant shall furnish Landlord with a schedule setting forth the projected date of the completion of the Suite 1100 Tenant Improvements and showing the critical time deadlines for each phase, item or trade relating to the construction of the Suite 1100 Tenant Improvements.

SECTION 5

MISCELLANEOUS

5.1 Tenant’s Representative. Tenant has designated Jeff Olszewski (email: JeffOlszewski@bedrockmgt.com; phone: (313) 373-8748 (O); (313) 701-6282 (C)) as its sole representative with respect to the matters set forth in this Tenant Work Letter, who shall have full authority and responsibility to act on behalf of Tenant as required in this Tenant Work Letter.

5.2 Landlord’s Representative. Landlord has designated William Halper (email: whalper@parallelcp.com; phone (673) 385-3441 (O); (623) 525-9481 (C)) as its sole representative with respect to the matters set forth in this Tenant Work Letter, who, until further notice to Tenant, shall have full authority and responsibility to act on behalf of the Landlord as required in this Tenant Work Letter.


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5.3 Time of the Essence in This Tenant Work Letter. Unless otherwise indicated, all references herein to a “number of days” shall mean and refer to calendar days. If any item requiring approval is timely disapproved by Landlord, the procedure for preparation of the document and approval thereof shall be repeated until the document is approved by Landlord.

5.4 Tenant’s Lease Default. Notwithstanding any provision to the contrary contained in the Lease, if an event of default by Tenant of this Tenant Work Letter or the Lease (as modified by the Fourth Amendment) has occurred at any time on or before the substantial completion of the Suite 1100 Expansion Space, then (i) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, Landlord shall have the right to withhold payment of all or any portion of the Suite 1100 Tenant Improvement Allowance and/or Landlord may cause Contractor to cease the construction of the Suite 1100 Expansion Space (in which case, Tenant shall be responsible for any delay in the substantial completion of the Suite 1100 Expansion Space caused by such work stoppage), and (ii) all other obligations of Landlord under the terms of this Tenant Work Letter shall be forgiven until such time as such default is cured pursuant to the terms of the Lease (in which case, Tenant shall be responsible for any delay in the substantial completion of the Suite 1100 Expansion Space caused by such inaction by Landlord).


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Exhibit 10.7

THIRD AMENDMENT TO AMENDED AND RESTATED LEASE

1000 WEBWARD LLC, a Delaware limited liability company (“Landlord”), and QUICKEN LOANS, LLC, a Michigan limited liability company (formerly known as “Quicken Loans Inc., a Michigan corporation”) (“Tenant”), enter into this Third Amendment to Amended and Restated Lease (this “Amendment”) dated as of July 16, 2021.

RECITALS

A.Landlord and Tenant entered into that certain Amended and Restated Lease dated December 31, 2014 (the “Original Lease”), as amended by that certain First Amendment to Amended and Restated Lease dated as of May 1, 2017 (the “First Amendment”), that certain Second Amendment to Amended and Restated Lease dated as of December 17, 2018 (the “Second Amendment”), and that certain letter agreement dated June 30, 2019 between Landlord and Tenant (the “2019 Letter Agreement”, and, together with the Original Lease, the First Amendment, and the Second Amendment, the “Lease”), with respect to certain premises more particularly described therein in the building having a US Postal Service Address and an emergency response address of One Campus Martius, Detroit, Michigan 48226 (the “Building”).

B.Prior to the execution of the Second Amendment, the Premises consisted of approximately 371,505 rentable square feet located in the Monroe wing and Woodward wing of the Building (the “Existing Premises”).

C.As contemplated by the Second Amendment, Landlord has constructed an addition to the Building (the “Addition”), which Addition is sometimes referred to as the “Infill”.

D.Pursuant to the terms of the Second Amendment, Tenant agreed that it would lease 83,250 rentable square feet of space in the Addition in accordance with the terms thereof (referred to therein as the Expansion Premises and herein as the “Second Amendment Expansion Premises”). The Second Amendment did not specify which floors Tenant would lease in the Addition and the parties desire to specify such floors in this Amendment.

E.Landlord and Tenant have agreed that Tenant shall lease an additional 115,459 rentable square feet in the Addition as described herein (the “Third Amendment Expansion Premises”). The Second Amendment Expansion Premises and the Third Amendment Expansion Premises are sometimes referred to herein as the “Infill Premises”.

F.Landlord and Tenant desire to further amend the Lease as more particularly set forth herein.

G.Except as may be expressly set forth in this Amendment to the contrary, capitalized terms used but not defined herein have the same meaning ascribed to such terms in the Lease.

NOW, THEREFORE, in consideration of the covenants, and conditions set forth herein and in the Lease, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant do hereby covenant, promise and agree that the Lease is amended as follows:

1.Recitals. The recital clauses herein above set forth are hereby incorporated by reference as though set forth verbatim and at length herein.


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THIRD AMENDMENT TO AMENDED AND RESTATED LEASE-1000 WEBWARD LLC - QUICKEN LOANS, LLC

2.Second Amendment. Paragraphs 2(b), 2(c), 3, 6, 7(e), and 8 of the Second Amendment and the first sentence of Paragraph 4 of the Second Amendment are hereby deleted in their respective entireties and are of no further force and effect.

3.Lease of the Second Amendment Expansion Premises and Third Amendment Expansion Premises.

(a)Notwithstanding anything contained in the Second Amendment to the contrary, the parties have agreed that the Second Amendment Expansion Premises consists of

(i) all of the rentable square feet on the Addition’s eleventh floor, which is a total amount of 33,030 rentable square feet (the “Eleventh Floor Infill Premises”); (ii) all of the rentable square feet on the Addition’s twelfth floor, which is a total amount of 33,030 rentable square feet (the “Twelfth Floor Infill Premises”); and (iii) a portion of the rentable square footage on the fifth floor of the Addition, consisting of 17,190 rentable square feet (the “Second Amendment Fifth Floor Infill Premises”). In total, the Second Amendment Expansion Premises consists of 83,250 rentable square feet of space in the Addition, as more particularly shown on Exhibit “A” attached hereto.

(b)Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Third Amendment Expansion Premises, subject to and in accordance with the terms and conditions of this Amendment. The Third Amendment Expansion Premises consists of (i) all of the rentable square feet on the Addition’s sixth floor, which is a total amount of 33,030 rentable square feet (the “Sixth Floor Infill Premises”); (ii) all of the rentable square feet on the Addition’s seventh floor, which is a total amount of 33,030 rentable square feet (the “Seventh Floor Infill Premises”); (iii) all of the rentable square feet on the Addition’s eighth floor, which is a total amount of 33,030 rentable square feet (the “Eighth Floor Infill Premises”); and (iv) the remaining portion of the rentable square feet on the fifth floor of the Addition which is not included in the Second Amendment Expansion Premises, which is a total amount of 16,369 rentable square feet (the “Third Amendment Fifth Floor Infill Premises”, and, together with the Second Amendment Fifth Floor Infill Premises, the “Fifth Floor Infill Premises”, which consists of a total amount of 33,559 rentable square feet).

(c)In total, the Third Amendment Expansion Premises consists of 115,459 rentable square feet of space in the Addition, as more particularly shown on Exhibit “B” attached hereto. In total, the Second Amendment Expansion Premises and Third Amendment Expansion Premises consist of 198,709 rentable square feet.

(d)Notwithstanding anything contained in Paragraph 2 of the Second Amendment to the contrary, the Second Amendment Expansion Premises was delivered in multiple phases. The Third Amendment Expansion Premises was also delivered in multiple phases. From and after each applicable Phase Commencement Date (as defined below in Paragraph 4(b)), such portion of the Infill Premises that is so delivered is included in the definition of the Premises (as such term is defined in Section 1(d) of the Lease) for all purposes of the Lease, as amended by this Amendment, except as otherwise specified in this Amendment. Accordingly, upon the Phase Six Commencement Date (as defined below), the “Premises”, as such term is defined in the Lease, shall mean the Existing Premises, the Second Amendment Expansion Premises, and the Third Amendment Expansion Premises, consisting of approximately 570,214 rentable square feet in total.


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THIRD AMENDMENT TO AMENDED AND RESTATED LEASE-1000 WEBWARD LLC - QUICKEN LOANS, LLC

4.Term of Lease of the Infill Premises; Phase Rent Commencement Dates.

(a)Landlord has delivered the Second Amendment Premises and the Third Amendment Premises to Tenant in multiple phases as set forth below and Tenant’s lease of the portions of the Infill Premises as referenced below commenced on the date that Landlord delivered the same to Tenant as provided below and shall expire on the Expiration Date (i.e., December 31, 2028):

(i)The first phase (“Phase One”), consisting of the Eleventh Floor Infill Premises and the Twelfth Floor Infill Premises, was delivered on November 24, 2020 (the “Phase One Commencement Date”). The “Phase One Rent Commencement Date” is the Phase One Commencement Date.

(ii)The second phase (“Phase Two”), consisting of the Eighth Floor Infill Premises, was delivered on December 30, 2020 (the “Phase Two Commencement Date”). The “Phase Two Rent Commencement Date” is the Phase Two Commencement Date.

(iii)The third phase (“Phase Three”), consisting of the Sixth Floor Infill Premises, was delivered on January 15, 2021 (the “Phase Three Commencement Date”). The “Phase Three Rent Commencement Date” is the Phase Three Commencement Date.

(iv)The fourth phase (“Phase Four”), consisting of the Second Amendment Fifth Floor Infill Premises, was delivered on January 26, 2021 (the “Phase Four Commencement Date”). The “Phase Four Rent Commencement Date” is the Phase Four Commencement Date.

(v)The fifth phase (“Phase Five”), consisting of the Third Amendment Fifth Floor Infill Premises, was delivered on January 26, 2021 (the “Phase Five Commencement Date”). The “Phase Five Rent Commencement Date” is the Phase Five Commencement Date.

(vi)The sixth phase (“Phase Six”), consisting of the Seventh Floor Infill Premises, was delivered on February 22, 2021 (the “Phase Six Commencement Date”). The “Phase Six Rent Commencement Date” is the Phase Six Commencement Date.

(b)Each of Phase One, Phase Two, Phase Three, Phase Four, Phase Five, and Phase Six is sometimes referred to herein as a “Phase”. Each of the Phase One Commencement Date, Phase Two Commencement Date, Phase Three Commencement Date, Phase Four Commencement Date, Phase Five Commencement Date, and Phase Six Commencement Date is sometimes referred to herein as a “Phase Commencement Date”. Each of the Phase One Rent Commencement Date, Phase Two Rent Commencement Date, Phase Three Rent Commencement Date, Phase Four Rent Commencement Date, Phase Five Rent Commencement Date, and Phase Six Rent Commencement Date is sometimes referred to herein as a “Phase Rent Commencement Date”.

5.Basic Rental.

(a)The Basic Rental for the Second Amendment Expansion Premises is

[***] per rentable square foot per annum. Upon each of the Phase One Rent Commencement Date and Phase Four Rent Commencement Date, Tenant shall commence paying Basic Rental for the Phase One and Phase Four spaces, as applicable, at such rental rate, the same to be


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paid at the same time and in the same manner as the Basic Rental payable for the Existing Premises prior to this Amendment.

(b)Upon each of the Phase Two Rent Commencement Date, Phase Three Rent Commencement Date, Phase Five Rent Commencement Date, and Phase Six Rent Commencement Date, Tenant shall commence paying Basic Rental for the Phase Two, Phase Three, Phase Five, and Phase Six spaces, as applicable, at the then-applicable per rentable square foot per annum rental rate set forth below (subject to subsequent escalations as set forth below), the same to be paid at the same time and in the same manner as the Basic Rental is payable by Tenant to Landlord for the Existing Premises under the Lease:


Third Amendment Lease Year1			Per Rentable Square Foot Per Annum
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]
[***]			[***]

The term “Third Amendment Lease Year” shall mean each [***] period beginning on the Phase Two Rent Commencement Date; provided, however, if the Phase Two Rent Commencement Date is not the first day of a calendar month, the first Third Amendment Lease Year shall commence on the Phase Two Rent Commencement Date and end on the last day of the [***] thereafter and the second and each succeeding Third Amendment Lease Year shall commence on the first day of the next calendar month.

(c)After each of the Phase Two Rent Commencement Date, Phase Three Rent Commencement Date, Phase Five Rent Commencement Date, and Phase Six Rent Commencement Date have been determined, Tenant shall, upon request, execute and deliver to Landlord a letter of acceptance of delivery of the applicable Phase which shall also set forth a schedule of Basic Rental for such Phase (which shall include the exact dates of all escalations in Basic Rental for such Phase, as well as the annual and monthly amounts of Basic Rental for such Phase during each period), and shall contain such other information pertaining to such Phase as Landlord may reasonably request.

6.Tenant's Share.

(a)Until January 1, 2022, Tenant shall pay Tenant's Share of Excess Expenses and Excess Taxes in accordance with Section 5 of the Lease (as amended by Paragraph 5 of the Second Amendment) with respect to the Existing Premises.

(b)Notwithstanding anything to the contrary in Paragraph 5 of the Second Amendment, from and after January 1, 2022, Tenant shall pay Tenant’s Share of Excess

1 This schedule shows the maximum number of Third Amendment Lease Years that could possibly occur during the Extended Term. However, in no event shall this schedule be effective with respect to any period after the end of the Extended Term (December 31, 2028).


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Expenses and Excess Taxes in accordance with the terms of Section 5 of the Lease, as modified by this Paragraph 6, with respect to the Existing Premises and the Infill Premises.

(c)The portion of the Building excluding the Garage Retail and Addition is sometimes referred to herein as the “Original Office Building.” The portion of the Building including the Addition but excluding the Garage Retail is sometimes referred to herein as the “Office Building”. From and after January 1, 2022, Tenant's Share as described in Lease Sections 1(k) and 5(a)(vii) shall mean, (i) with respect to the Existing Premises, the quotient that shall be calculated by dividing the rentable square foot area of the Existing Premises by the rentable square foot area of the Original Office Building, and (ii) with respect to the Infill Premises, the quotient that shall be calculated by dividing the rentable square foot area of the Infill Premises by the rentable square foot area of the Addition. From and after January 1, 2022, for purposes of calculating the Existing Premises Base Expenses and the Infill Premises Base Expenses (both as hereinafter defined), and for purposes of calculating Tenant’s Share of Excess Expenses: (A) to the maximum extent possible, Landlord will equitably allocate Expenses to either the Original Office Building or the Addition; (B) to the extent that any Expenses pertain to the Office Building as a whole, and cannot be allocated solely to either the Original Office Building or the Addition, such Expenses shall be divided between the Original Office Building and the Addition based on a fraction, the numerator of which is the rentable square footage of only the Original Office Building or the Addition, as applicable, and the denominator of which is the total rentable square footage of the Office Building; and (C) to the extent that any Expenses pertain to the Building as a whole, and cannot be allocated solely to the Original Office Building, the Addition, the Office Building, or the Garage Retail, such Expenses shall be divided between the Original Office Building, the Addition, and the Garage Retail based on a fraction, the numerator of which is the rentable square footage of only the Original Office Building, the Addition, or the Garage Retail, as applicable, and the denominator of which is the total rentable square footage of the Building. Similarly, from and after January 1, 2022, for purposes of calculating the Existing Premises Base Taxes and the Infill Premises Base Taxes (both as hereinafter defined), and for purposes of calculating Tenant’s Share of Excess Taxes: (I) to the maximum extent possible, Landlord will equitably allocate Taxes to either the Original Office Building or the Addition; (II) to the extent that any Taxes pertain to the Office Building as a whole, and cannot be allocated solely to either the Original Office Building or the Addition, such Taxes shall be divided between the Original Office Building and the Addition based on a fraction, the numerator of which is the rentable square footage of only the Original Office Building or the Addition, as applicable, and the denominator of which is the total rentable square footage of the Office Building; and (III) to the extent that any Taxes pertain to the Building as a whole, and cannot be allocated solely to the Original Office Building, the Addition, the Office Building, or the Garage Retail, such Expenses shall be divided between the Original Office Building, the Addition, and the Garage Retail based on a fraction, the numerator of which is the rentable square footage of only the Original Office Building, the Addition, or the Garage Retail, as applicable, and the denominator of which is the total rentable square footage of the Building.

(d)The Base Expenses as defined in Lease Section 1(i) shall mean (i) with respect to the Existing Premises, the actual Expenses for the 2015 calendar year that are paid or incurred by Landlord (the “Existing Premises Base Expenses”), and (ii) with respect to the Infill Premises, the actual Expenses for the 2021 calendar year that are paid or incurred by Landlord and allocated to the Addition pursuant to Paragraph 6(c) above (the “Infill Premises Base Expenses”). The Excess Expenses shall mean the total dollar increase in Expenses, if any, which are paid or incurred by Landlord in the respective calendar year, over (A) the


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Existing Premises Base Expenses with respect to the Existing Premises, and (B) the Infill Premises Base Expenses with respect to the Infill Premises.

(e)The Base Taxes as defined in Lease Section 1(j) shall mean (i) with respect to the Existing Premises, the Taxes for the 2015 calendar year (the 2015 Summer Taxes due July 1st and the 2015 Winter Taxes due December 1st) which are due, owing and paid by Landlord (the “Existing Premises Base Taxes”), and (ii) with respect to the Infill Premises, the Taxes for the 2021 calendar year (the Summer Taxes due July 1st and the Winter Taxes due December 1st during the 2021 calendar year) which are due, owing and paid by Landlord and allocated to the Addition pursuant to Paragraph 6(c) above (the “Infill Premises Base Taxes”). The Excess Taxes shall mean the total dollar increase in Taxes, if any, which are paid by Landlord with respect to the applicable calendar year, over (A) the Existing Premises Base Taxes with respect to the Existing Premises, and (B) the Infill Premises Base Taxes with respect to the Infill Premises.

(f)Accordingly, with respect to the Existing Premises, on or about January 1, 2022, (i) Landlord shall give Tenant advanced written notice of Landlord's estimate of (A) Tenant's Share for the Existing Premises of Excess Expenses over the Existing Premises Base Expenses and (B) Tenant's Share for the Existing Premises of Excess Taxes over the Existing Premises Base Taxes, and (ii) on or before the first (1st) day of each month during the ensuing calendar year, Tenant shall pay to Landlord one-twelfth (1/12) of such estimated amounts.

(g)Additionally, with respect to the Infill Premises, on or about January 1, 2022, (i) Landlord shall give Tenant advanced written notice of Landlord's estimate of (A) Tenant's Share for the Infill Premises of Excess Expenses over the Infill Premises Base Expenses and (B) Tenant's Share for the Infill Premises of Excess Taxes over the Infill Premises Base Taxes, and (ii) on or before the first (1st) day of each month during the ensuing calendar year, Tenant shall pay to Landlord one-twelfth (1/12) of such estimated amounts.

(h)On or about January 1, 2023, and on or about January 1 of each ensuing calendar year, Landlord shall give Tenant notice of any revisions to the estimates described in subparagraphs (f) and (g) above; provided, until such notice is given with respect to the ensuing calendar year, Tenant shall continue to pay the amount currently payable pursuant hereto until after the month such notice is given.

(i)Notwithstanding anything to the contrary herein, for purposes of calculating amounts due as Tenant's Share of increases in Excess Expenses with respect to only the Infill Premises, the Controllable Expenses (as hereinafter defined) allocated to the Addition for any calendar year following calendar year 2021 shall not exceed the Cap (as hereinafter defined) on a cumulative basis. The “Cap” for the calendar year 2022 shall be one hundred three percent (103%) of the Controllable Expenses allocated to the Addition for calendar year 2021, and the Cap for each calendar year thereafter shall be one hundred three percent (103%) of the Cap for the highest amount of Controllable Expenses included in Expenses and allocated to the Addition for any preceding calendar year of the Term. The term “Controllable Expenses” shall mean all Expenses allocated to the Addition other than those Expenses attributable to snow and ice removal and salting, landscaping, utilities, taxes, insurance, security, costs subject to government regulation (such as minimum wages), and all costs incurred to comply with new or revised federal or state laws, municipal or county ordinances or codes or regulations promulgated under any of the same.


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THIRD AMENDMENT TO AMENDED AND RESTATED LEASE-1000 WEBWARD LLC - QUICKEN LOANS, LLC

7.Security Fee.

(a)Tenant shall continue to pay the security fee for the Existing Premises as set forth in the Lease. The Security Fee payable for the Existing Premises shall increase annually by [***] on each January 1 (the “Security Fee Escalation Date”).

(b)With respect to the Second Amendment Expansion Premises, from and after each applicable Phase Rent Commencement Date, Tenant shall pay to Landlord the sum of [***] per rentable square foot of the portion of the then-delivered Second Amendment Expansion Premises per year for security services to be provided in accordance with Exhibit G of the Lease, which costs shall be paid in the same manner and at the same time as Tenant pays Basic Rental. The security fee for the Second Amendment Expansion Premises will increase by [***] on each Security Fee Escalation Date, with the first escalation occurring on the Security Fee Escalation Date in 2022.

(c)With respect to the Third Amendment Expansion Premises, from and after each applicable Phase Rent Commencement Date, Tenant shall pay to Landlord the sum of [***] per rentable square foot of the portion of the then-delivered Third Amendment Expansion Premises per year for security services to be provided in accordance with Exhibit G of the Lease, which costs shall be paid in the same manner and at the same time as Tenant pays Basic Rental. The security fee for the Third Amendment Expansion Premises will increase by [***] on each Security Fee Escalation Date, with the first escalation occurring on the Security Fee Escalation Date in 2022.

8.As-ls Condition.

(a)Tenant shall take possession of the Second Amendment Expansion Premises in accordance with the terms of the Second Amendment, including, but not limited to, Paragraph 7 thereof. The term “Tenant’s Work” as used in Paragraph 7 of the Second Amendment shall mean all work of whatsoever nature which is required for the construction and operation of the Second Amendment Expansion Premises pursuant to Section 8 of the Original Lease, and is also referred to herein as the “Second Amendment Tenant’s Work”. The term “Tenant Improvement Allowance” as used in Paragraph 7 of the Second Amendment is also referred to herein as the “Second Amendment Tenant Improvement Allowance”.

(b)Tenant shall take possession of the Third Amendment Expansion Premises in its “AS IS” condition with no work of any kind whatsoever to be performed by Landlord in the Third Amendment Expansion Premises. Tenant shall be responsible for any desired alterations to the Third Amendment Expansion Premises and such alterations shall be at Tenant’s sole cost and expense. Tenant shall be responsible, at its sole cost and expense, for furnishing the Third Amendment Expansion Premises with furniture, fixtures and equipment necessary or desirable for Tenant to operate its business from the Third Amendment Expansion Premises. At Tenant’s sole cost and expense, Tenant shall provide all work of whatsoever nature which is required for the construction and operation of the Third Amendment Expansion Premises pursuant to Section 8 of the Original Lease (“Third Amendment Tenant's Work”).

(c)In consideration of Tenant performing the Third Amendment Tenant’s Work and provided that Tenant is not in default under the Lease (beyond all applicable notice and grace and/or cure periods set forth therein), then Tenant shall be entitled to a tenant improvement allowance for improvement costs actually incurred up to [***] per rentable square foot of Third Amendment Expansion Premises pursuant to


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THIRD AMENDMENT TO AMENDED AND RESTATED LEASE-1000 WEBWARD LLC - QUICKEN LOANS, LLC

the terms of this Paragraph 8 (the “Third Amendment Tenant Improvement Allowance”). The Third Amendment Tenant Improvement Allowance shall be paid to Tenant in partial installments for the Third Amendment Tenant’s Work actually completed but in no event more frequently than once per month. Such partial installments shall be reduced by a holdback of ten percent (10%) of the Third Amendment Partial Installment Request (as hereinafter defined), which holdback shall not be due and payable until the conditions of the Third Amendment Final Payment Request (as hereinafter defined) are satisfied. Landlord’s affiliate (Bedrock Management Services LLC) will receive a construction management fee of two and a half percent (2.5%) of the total construction costs for the Third Amendment Tenant’s Work, which shall be deducted from the Third Amendment Tenant Improvement Allowance.

(d)To obtain a partial installment, Tenant must submit to Landlord a request in writing (the “Third Amendment Partial Installment Request”), which written request shall include: (i) a breakdown of Tenant's construction costs to date, together with receipted invoices showing payment thereof, and (ii) supporting partial or final lien waivers and releases executed by Tenant's designer, the general contractor and all subcontractors and suppliers in connection with the Third Amendment Tenant’s Work (collectively, the “Third Amendment Partial Installment Documentation”). Upon Landlord's receipt and approval of the Third Amendment Partial Installment Documentation, Landlord shall pay the applicable portion of the Third Amendment Tenant Improvement Allowance (subject to the holdback set forth above) to Tenant within thirty (30) days thereafter, unless Landlord notifies Tenant, in writing, of its rejection (and reason therefore) of any or all of the Third Amendment Partial Installment Request, and if so, upon reasonable satisfaction of the objections, Landlord shall pay any remaining portion of the Third Amendment Partial Installment Request due to Tenant within ten (10) business days thereafter.

(e)After the Third Amendment Tenant’s Work is Substantially Complete (as defined below), Tenant will submit to Landlord a request in writing (the “Third Amendment Final Payment Request”) for the remainder of the Third Amendment Tenant Improvement Allowance (including any holdback), which written request shall include: (i) record “as-built” drawings showing all of the Third Amendment Tenant’s Work as actually constructed to be provided in both written and electronic media format (GADD), (ii) a breakdown of Tenant's final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from Tenant's designer that all of the Third Amendment Tenant’s Work has been completed in accordance with the approved Tenant Improvement Plans, (iv) all supporting final lien waivers and releases executed by Tenant's designer, the general contractor and all subcontractors and suppliers in connection with the Third Amendment Tenant’s Work, and (v) a copy of the application for a certificate of occupancy, or amended certificate of occupancy required with respect to the Third Amendment Expansion Premises, together with all licenses, certificates, permits and other governmental authorizations necessary in connection with the Third Amendment Tenant’s Work and operation of Tenant's business from the Third Amendment Expansion Premises (collectively, the “Third Amendment Final Improvement Documentation”). Upon Landlord's receipt of the Third Amendment Final Improvement Documentation, Landlord shall pay the applicable portion of the Third Amendment Tenant Improvement Allowance (including any holdback) to Tenant within thirty (30) days thereafter, unless Landlord notifies Tenant, in writing, of its rejection (and reason therefor) of any or all of the Third Amendment Final Payment Request, and if so, upon reasonable satisfaction of the objections, Landlord shall pay any remaining portion of the Third Amendment Tenant Improvement Allowance due to Tenant within ten (10) business days thereafter. The Third Amendment Tenant’s Work shall be deemed “Substantially Complete” for purposes of this Amendment when Tenant has received a certificate of occupancy or temporary certificate of


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THIRD AMENDMENT TO AMENDED AND RESTATED LEASE-1000 WEBWARD LLC - QUICKEN LOANS, LLC

occupancy from, or is otherwise permitted to use the Third Amendment Expansion Premises by, the local governmental authorities.

(f)Notwithstanding other provisions of this Paragraph 8 to the contrary, Tenant shall not be obligated to make any improvements to the Existing Premises, the Second Amendment Expansion Premises, or Third Amendment Expansion Premises other than those encompassed within the Second Amendment Tenant’s Work and Third Amendment Tenant's Work. Tenant shall be solely responsible for: (i) the cost of all improvements to or for the Second Amendment Expansion Premises that exceed the Second Amendment Tenant Improvement Allowance (plus any portion of the Refurbishment Allowance applied to such improvements); and (ii) the cost of all improvements to or for the Third Amendment Expansion Premises that exceed the Third Amendment Tenant Improvement Allowance. Notwithstanding anything contained in the Second Amendment or herein to the contrary: (A) neither the Refurbishment Allowance nor the Second Amendment Tenant Improvement Allowance shall be applied to the costs of any improvements to or for the Third Amendment Expansion Premises; and (B) the Third Amendment Tenant Improvement Allowance shall not be applied to the costs of any improvements to or for the Second Amendment Expansion Premises. Notwithstanding anything contained to the contrary in the Second Amendment, if after twelve (12) months after the Phase Six Rent Commencement Date, Tenant has not utilized all or any portion of the Refurbishment Allowance, the Second Amendment Tenant Improvement Allowance, or the Third Amendment Tenant Improvement Allowance, such remaining balance(s) of such allowance(s) shall be applied as credit towards Tenant's rent.

9.HVAC. For purposes of Section 11 of the Lease, the Building consists of the following three wings: (a) the Woodward wing, (b) the Monroe wing, and (c) the Addition wing. The respective rights and obligations of the parties with respect to the provision of HVAC service outside of Normal Business Hours under Section 11 of the Lease shall apply separately to each such wing.

10.Parking. Effective on each applicable Phase Rent Commencement Date, Landlord shall provide or cause to be provided to Tenant two (2) parking spaces per one thousand (1,000) rentable square feet of space in the portion of the Infill Premises that is the subject of such Phase that corresponds with such applicable Phase Rent Commencement Date until the entire Infill Premises is delivered by Landlord to Tenant, at which time, Tenant will be entitled to use two (2) parking spaces per one thousand (1,000) rentable square feet of space in the Infill Premises thereafter (the “Infill Premises Parking Spaces”). Infill Premises Parking Spaces will be located in parking facilities or lots that are no farther from the Building than four- tenths (0.4) of a mile. Except as otherwise set forth in this Paragraph 10, such Infill Premises Parking Spaces shall be in accordance with Section 35 of the Original Lease.

11.Transformational Brownfield Program Reporting Requirements. Notwithstanding anything to the contrary in the Lease (including, without limitation, any confidentiality requirements of the Lease), the parties agree as follows:

(a)Tenant acknowledges that the Development is an “eligible property” as defined by the Brownfield Redevelopment Financing Act, MCL 125.2651, et. (the “Act”). In connection therewith, the parties acknowledge that the purpose of this Paragraph 11 is to enable Landlord to receive certain tax incentives from the State of Michigan, the City of Detroit, or both (the “Tax Incentives”) to reimburse it for certain costs related to the development and renovation of the Development, and that, without such Tax Incentives, Landlord would not have developed or renovated the Development. Certain information to be reported pursuant to the


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THIRD AMENDMENT TO AMENDED AND RESTATED LEASE-1000 WEBWARD LLC - QUICKEN LOANS, LLC

Act can only be provided by tenants at the Development. Therefore, Tenant’s strict compliance with the requirements of this Paragraph 11 is critical to Landlord for it to receive the benefits contemplated by the Act.

(b)From and after the Phase Two Commencement Date, for each calendar year falling wholly or in part within the term of the Lease (and during any other period in which Tenant is conducting business within any portion of the Infill Premises), Tenant shall be required to report the annual amount of state income tax withheld from all its employees whose principal place of employment is within the Infill Premises in accordance with the terms of this Paragraph 11.

(c)Within ten (10) business days after the full execution and delivery of this Amendment (the “Reporting Commencement Date”), Tenant shall designate an employee of Tenant who will be primarily responsible for fulfilling Tenant’s reporting obligations under this Paragraph 11, and shall notify Landlord in writing of the name of and contact information (including a physical address, direct telephone number, and electronic mail address) for such employee (the “Responsible Individual”). The Responsible Individual shall serve as Landlord’s primary point of contact with Tenant for matters relating to this Paragraph 11. Notwithstanding anything contained in the Lease to the contrary: (i) Landlord is hereby authorized to contact the Responsible Individual directly for inquiries and communications relating to matters addressed by this Paragraph 11; and (ii) the Responsible Individual shall be authorized to communicate directly with Landlord’s representatives, and shall be required to reasonably cooperate with Landlord in all matters relating to issues addressed by this Paragraph 11. Tenant may elect to change the employee serving as the Responsible Individual from time to time provided that Tenant notifies Landlord in writing of the name of and contact information (including a physical address, direct telephone number, and electronic mail address) for the new Responsible Individual as promptly as reasonably possible (and in no event more than ten (10) business days after such change is made).

(d)On or before the Reporting Commencement Date, Tenant shall notify Landlord in writing of its Federal Employer Identification Number (“FEIN”).

(e)Throughout the term of the Lease, Tenant authorizes Landlord to submit to the Michigan Department of Treasury (“MDT”) from time to time notification that Tenant is leasing space within the Building, Tenant’s FEIN, and the name and contact information for the Responsible Individual (the “Annual Employer Report”).

(f)Tenant acknowledges that after MDT’s receipt of the Annual Employer Report, MDT will send to Tenant a formal notice (the “Treasury Notice”), which may be by U.S. mail or electronic mail to the Responsible Individual, requesting submission of the Withholding Tax Information (as hereinafter defined) pertaining to Tenant’s employees for the preceding calendar year. Within twenty (20) days after Tenant’s receipt of any Treasury Notice, Tenant agrees to report, by providing the relevant information to MDT in the form and manner requested by MDT, the annual amount of State of Michigan personal income tax withheld from all of its employees whose principal place of employment is within the Infill Premises during any portion of the preceding calendar year, subject to Paragraph 11(g) below (the “Withholding Tax Information”). Such report shall include (in addition to any other information requested by MDT) the last four (4) digits of each such employee’s Social Security number and each such employee’s name and address. The above-described report to be provided by Tenant to MDT is sometimes herein referred to as the “Annual Withholding Capture Report.”


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(g)Unless Landlord provides written direction to Tenant to the contrary (in which event Tenant shall comply with the written direction of Landlord), the Withholding Tax Information for any Annual Withholding Capture Report shall be calculated based on the full amount of withholding tax attributable to any employee of Tenant with a principal place of employment within the Infill Premises during any portion of the calendar year to which the applicable Annual Withholding Capture Report pertains. Unless otherwise dictated by the Act or regulations promulgated thereunder, the parties agree that an employee’s principal place of employment shall be determined based on the particular business location of Tenant at which such employee generally spends the majority of his or her working time, without regard to any hours during which such employee may work remotely at or from areas other than Tenant’s business locations (such as, without limitation, his or her home or another personal residence, public spaces, and privately owned locations that are open to the general public (e.g., restaurants, coffee shops, etc.)); provided, however, that such employee must have performed work physically within the Infill Premises at some point during the applicable calendar year in order for the Infill Premises to qualify as the employee’s principal place of employment.

(h)Within five (5) business days after Tenant submits any Annual Withholding Capture Report to MDT, Tenant shall notify Landlord in writing thereof. In addition, if Landlord requests information pertaining to the status of any Annual Withholding Capture Report (which request may be made by telephone or electronic mail to the Responsible Individual), Tenant shall provide to Landlord the information so requested within five (5) business days after such request is made.

(i)In the event that, after Tenant submits any Annual Withholding Capture Report to MDT, MDT requests any additional information, clarifications, or corrections with respect to such Withholding Tax Capture Report, Tenant shall promptly notify Landlord thereof and shall work diligently and in good faith to provide the requested information to MDT and to otherwise resolve any issues raised by MDT as may be necessary to cause MDT to accept the applicable Annual Withholding Capture Report.

(j)Notwithstanding anything contained in this Paragraph 11 to the contrary, Landlord shall have the right to require that Tenant increase the frequency of its reporting under this Paragraph 11 or otherwise update or modify such reporting to the extent necessary for Landlord to comply with the Act or any amendments thereto or rules promulgated thereunder so as to ensure that Landlord is able to receive the full benefit of the Tax Incentives. Upon any such notice from Landlord (which notice must include reasonably sufficient evidence establishing that the Act or any amendments thereto or rules promulgated thereunder requires such frequency of reporting to be increased and/or such updated or modified reporting requirements), Landlord and Tenant shall enter into a supplementary agreement or amendment to the Lease to set forth the modified reporting requirements and any procedures with respect thereto, provided that failure to enter into any such agreement or amendment shall not affect Tenant’s obligation to comply with the modified reporting requirements and any procedures with respect thereto.

(k)In the event that Tenant is permitted to assign the Lease, Tenant shall, on or before the effective date of such assignment, notify Landlord in writing of the assignee’s FEIN and of the name of and contact information (including a physical address, direct telephone number, and electronic mail address) for the employee of the assignee who will serve as the Responsible Individual. In the event that Tenant is permitted to sublease all or any portion of the Infill Premises, or to permit any portion of the Infill Premises to be occupied by any other party, Tenant shall: (i) require in the applicable sublease or occupancy agreement (as


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THIRD AMENDMENT TO AMENDED AND RESTATED LEASE-1000 WEBWARD LLC - QUICKEN LOANS, LLC

applicable, a “Sublease”) that the subtenant or occupant (as applicable, the “Subtenant”) will comply with all of the obligations of Tenant under this Paragraph 11 in the same manner as if such Subtenant were the “Tenant” under the Lease (provided, subject to subparagraph (m)(iii) below, that this clause (i) shall not be construed as excusing Tenant from complying with such obligations to the extent required herein), subject to subparagraph (m)(iii) below; (ii) on or before the date that such Subtenant first takes occupancy of any portion of the Infill Premises, notify Landlord in writing of the Subtenant’s FEIN and of the name of and contact information (including a physical address, direct telephone number, and electronic mail address) for the employee of the Subtenant who will serve as the Responsible Individual; (iii) indicate whether such Subtenant is a Non-RKT Subtenant (as defined in subparagraph (m)(iii) below); and (iv) require in the applicable Sublease that Landlord and/or Tenant will have the right to exercise all of the rights and remedies described in subparagraph (m)(iii) below if the Sublease is with a Non-RKT Subtenant and such Non-RKT Subtenant fails to comply with its obligations under this Paragraph 11, including that (A) Tenant will have the right to terminate the Sublease if such Non-RKT Subtenant fails to comply with the obligations of this Paragraph 11, (B) Landlord is a third-party beneficiary of the Sublease and has the right, in its sole discretion, to enforce the terms of the Sublease against such Non-RKT Subtenant including seeking liquidated damages if such Non-RKT Subtenant fails to comply with its obligations under this Paragraph 11, and (C) such terms, rights, and obligations will survive the expiration or earlier termination of the Sublease.

(l)Tenant shall cooperate with Landlord in good faith in order to promptly cure any breach of this Paragraph 11 so that Landlord is able to receive the full benefit of the Tax Incentives.

(m)For so long as Quicken Loans, LLC or any affiliate (as such term is defined in Section 16(d) of the Lease) of Quicken Loans, LLC (collectively, “RKT Entities” or individually, a “RKT Entity”) is the Tenant under the Lease, then Paragraph 11(m)(i) (and, to the extent applicable, Paragraph 11(m)(iii)) shall apply and Paragraph 11(m)(ii) shall not apply except to the extent required by Paragraph 11(m)(iii)). In the event that Tenant is no longer a RKT Entity, then Paragraph 11(m)(ii) shall apply and Paragraph 11(m)(i) shall not apply.

(i)RKT Entities. If Tenant fails to comply with this Paragraph 11, in addition to any other rights and remedies available to Landlord, Landlord shall be entitled to pursue equitable relief, including, without limitation, specific performance of the terms and provisions of this Paragraph 11.

(ii)Non-RKT Entities. Tenant’s failure to comply with the requirements of this Paragraph 11 will cause Landlord to incur substantial economic damages and losses of types and in amounts that are impossible to compute and ascertain with certainty as a basis for recovery by Landlord of actual damages, and liquidated damages represent a fair, reasonable and appropriate estimate thereof. Accordingly, in lieu of actual damages for Tenant’s failure to strictly comply with this Paragraph 11, Tenant agrees that liquidated damages may be assessed and recovered by Landlord in the event Tenant fails to strictly comply with this Paragraph 11 and without Landlord being required to present any evidence of the amount or character of actual damages sustained by reason thereof. Therefore, if Tenant fails to strictly comply with the reporting requirements of this Paragraph 11, Tenant shall be liable to Landlord for payment of liquidated damages in the amount of [***] per rentable square foot of the Infill Premises for each calendar year with respect to which Tenant fails to comply with this Paragraph 11, with such amount being payable immediately upon demand by Landlord. Such liquidated damages are in addition to and do not limit any other rights and


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remedies available to Landlord under the Lease, at law, or in equity for Tenant’s failure to comply with this Paragraph 11 (including, without limitation, any right that Landlord may have to terminate the Lease or seek specific performance of the terms and provisions of this Paragraph 11), except that Landlord shall not be entitled to pursue any monetary damages other than the liquidated damages specified above as a result of such failure by Tenant. Such liquidated damages are intended to represent estimated actual damages and are not intended as a penalty, and Tenant acknowledges that, in the absence of the Tax Incentives, the Basic Rental payable by Tenant under the Lease (as amended hereby) for the Infill Premises would be approximately [***] per rentable square foot per annum in excess of the amounts of Basic Rental set forth in this Amendment for the Infill Premises, and that, therefore, the liquidated damages amount set forth herein is a just, fair, and reasonable amount in the absence of the Tax Incentives. The parties acknowledge that such liquidated damages are calculated based on the following assumptions: (A) an average annual pay per occupant of [***] and a State of Michigan tax rate of 4.25% (resulting in annual state taxes of [***] per occupant);

(B) a recapture rate of fifty percent (50%) ([***] per occupant) under the Tax Incentives; and (C) a density of one (1) occupant per two hundred (200) rentable square feet.

(iii)Non-RKT Entity Subtenants. In the event that Tenant is a RKT Entity, but has entered into a Sublease for all or any portion of the Infill Premises with a Subtenant that is not a RKT Entity or ceases to be a RKT Entity during the term of such Sublease (at any time such Subtenant is not a RKT Entity, a “Non-RKT Subtenant”), and such Non-RKT Subtenant fails to strictly comply with the reporting requirements of this Paragraph 11, the Non-RKT Subtenant shall be liable to Landlord for payment of liquidated damages in the amount of [***] per rentable square foot of the portion of the Infill Premises so occupied by the Non-RKT Subtenant for each calendar year with respect to which such Non-RKT Subtenant fails to comply with this Paragraph 11, with such amount being payable immediately by the Non-RKT Subtenant upon demand by Landlord in accordance with subparagraph (m)(ii) above. In the event a Non-RKT Subtenant fails to strictly comply with the reporting requirements of this Paragraph 11, and fails to pay Landlord the liquidated damages which are required to be paid as a result of such failure, Tenant agrees, upon written request of Landlord, to terminate the Sublease with the Non-RKT Subtenant. Tenant further agrees that Landlord shall have the right to directly pursue the Non-RKT Subtenant for such liquidated damages.

(iv)Landlord agrees that in no event shall any RKT Entity be responsible for liquidated damages pursuant to this Paragraph 11.

(n)Tenant’s obligations under this Paragraph 11 shall survive the expiration or earlier termination of the Lease.

12.Brokerage Commissions. Landlord and Tenant represent and warrant each to the other that they have not dealt with any real estate broker in connection with the negotiation or execution of this Amendment other than Bedrock Management Services LLC (“Broker”). If either party breaches the foregoing representation and warranty it shall indemnify the other party against all costs, expenses, attorneys' fees, and other liability for commissions or other compensation claimed by any other broker or agent claiming the same by, through, or under the breaching party.

13.Notices.

(a)Tenant’s Address for notices, as set forth in Section 1(n) of the Lease, is hereby deleted in its entirety and amended to be:


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THIRD AMENDMENT TO AMENDED AND RESTATED LEASE-1000 WEBWARD LLC - QUICKEN LOANS, LLC

(n)Tenant’s Address: Quicken Loans, LLC 1005 Woodward Avenue Detroit, Michigan 48226 Attn: General Counsel

E-mail: QLLegalNotices@QuickenLoans.com

with a copy to:

Rock Central LLC

1005 Woodward Avenue

Detroit, Michigan 48226 Attn: General Counsel

E-mail: legalrealestate@rockcentraldetroit.com

(b) Landlord’s Address for notices, as set forth in Section 1(o) of the Lease, is hereby deleted in its entirety and amended to be:

(o)Landlord’s Address: 1000 Webward LLC

c/o Bedrock Management Services LLC 630 Woodward Avenue

Detroit, Michigan 48226 Attn: Chief Executive Officer

E-mail: leasenotices@bedrockdetroit.com

with a copy to:

Bedrock Management Services LLC 630 Woodward Avenue

Detroit, Michigan 48226 Attn: General Counsel

E-mail: leasenotices@bedrockdetroit.com

14.Ratification. Tenant and Landlord each hereby ratify and confirm its respective obligations under the Lease, and represents and warrants to each other that it has no defenses thereto. Additionally, Tenant further confirms and ratifies that, as of the date hereof, the Lease is and remains in good standing and in full force and effect, and Tenant does not have any existing claims, counterclaims, set-offs or defenses against Landlord arising out of the Lease or in any way relating thereto or arising out of any other transaction between Landlord and Tenant.

15.Binding Effect; Conflicts; Governing Law; Venue; Captions. Except as modified hereby, the Lease shall remain in full effect and this Amendment shall be binding upon Landlord and Tenant and their respective successors and assigns. If any inconsistency exists or arises between the terms of this Amendment and the terms of the Lease, the terms of this Amendment shall prevail. This Amendment shall be governed by and construed in accordance with the laws of the state in which the Premises are located. The parties consent to the exclusive jurisdiction of the courts (state and federal) located within the City of Detroit and County of Wayne in the State of Michigan in connection with any dispute arising hereunder. The captions and headings used throughout this Amendment are for convenience of reference only and shall not affect the interpretation of this Amendment.


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THIRD AMENDMENT TO AMENDED AND RESTATED LEASE-1000 WEBWARD LLC - QUICKEN LOANS, LLC

16.Counterparts. This Amendment may be executed in any number of counterparts and may be signed and/or transmitted by facsimile, electronic mail of a .pdf document, or electronic signature technology (e.g., via DocuSign or similar electronic signature technology), and each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument. The parties further consent and agree that (i) to the extent a party signs this Amendment using electronic signature technology, by clicking “SIGN” (or similar election), such party is signing this Amendment electronically, and (ii) the electronic signature(s) appearing on this Amendment shall be treated, for purposes of validity, enforceability and admissibility, the same as handwritten signatures. Each of Landlord and Tenant intends to be bound by electronically generated signatures and/or by signature(s) on the facsimile or electronically imaged document, is aware that the other party will rely on such signature(s), and hereby waives any defenses to the enforcement of the terms of this Amendment based on the form of signature(s).

[SIGNATURES APPEAR ON FOLLOWING PAGE]


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THIRD AMENDMENT TO AMENDED AND RESTATED LEASE-1000 WEBWARD LLC - QUICKEN LOANS, LLC

DocuSign Envelope ID: F071F588-0E15-4AB9-B73E-B4310719C676

[SIGNATURE PAGE TO THIRD AMENDMENT TO AMENDED AND·RESTATED LEASE

BETWEEN 1000 WEBWARD, LLC AND QUICKEN LOANS, LLC]

IN WITNESS WHEREOF, the parties hereto have executed this. Third Amendment to Amended and Restated Lease as of the date first set forth above.

"LANDLORD"

1000 WEBWARD LLC,

a Delaware limited liability company

DocuSigned by:

/s/ Kofi Bonner

C6230DD0CF39494

Name: Kofi Bonner

Its: Authorized Representative

"TENANT'

QUICKEN LOANS, LLC,

By: /s/ Jay Farner

Name: Jay Farner

Its: Chief Executive Officer

Page 16 of 16

THIRD AMENDMENT TO AMENDED AND RESTATED LEASE-1000 WEBWARD LLC - QUICKEN LOANS, LLC

;

EXHIBIT “A”

SECOND AMENDMENT EXPANSION PREMISES

[The Eleventh Floor Infill Premises is the “Expansion Premises” shown on the below drawing]


“A” Page 1 of 3


THIRD AMENDMENT TO AMENDED AND RESTATED LEASE-1000 WEBWARD LLC - QUICKEN LOANS, LLC

[The Twelfth Floor Infill Premises is the “Expansion Premises” shown on the below drawing]


“A” Page 2 of 3


THIRD AMENDMENT TO AMENDED AND RESTATED LEASE-1000 WEBWARD LLC - QUICKEN LOANS, LLC

[The Second Amendment Fifth Floor Infill Premises is the “Expansion Premises” shown on the below drawing]


“A” Page 3 of 3


THIRD AMENDMENT TO AMENDED AND RESTATED LEASE-1000 WEBWARD LLC - QUICKEN LOANS, LLC

EXHIBIT “B”

THIRD AMENDMENT EXPANSION PREMISES

[The Sixth Floor Infill Premises is the shaded area shown on the below drawing]


“B” Page 1 of 4


THIRD AMENDMENT TO AMENDED AND RESTATED LEASE-1000 WEBWARD LLC - QUICKEN LOANS, LLC

[The Seventh Floor Infill Premises is the shaded area shown on the below drawing]


“B” Page 2 of 4


THIRD AMENDMENT TO AMENDED AND RESTATED LEASE-1000 WEBWARD LLC - QUICKEN LOANS, LLC

[The Eighth Floor Infill Premises is the “Expansion Premises” shown on the below drawing]


“B” Page 3 of 4


THIRD AMENDMENT TO AMENDED AND RESTATED LEASE-1000 WEBWARD LLC - QUICKEN LOANS, LLC

[The Third Amendment Fifth Floor Infill Premises is the “Expansion Premises” shown on the below drawing]


“B” Page 4 of 4


THIRD AMENDMENT TO AMENDED AND RESTATED LEASE-1000 WEBWARD LLC - QUICKEN LOANS, LLC

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Jay Farner, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Rocket Companies, Inc. (the “Registrant”) for the quarterly period ended September 30, 2021;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.The Registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Omitted pursuant to SEC Release No. 34-54942;

(c)Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5.The Registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.


Date: November 9, 2021	By:	/s/ Jay Farner
		Name: Jay Farner
		Title: Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Julie Booth, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Rocket Companies, Inc. (the “Registrant”) for the quarterly period ended September 30, 2021;

(b)Omitted pursuant to SEC Release No. 34-54942;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.


Date: November 9, 2021	By:	/s/ Julie Booth
		Name: Julie Booth
		Title: Chief Financial Officer and Treasurer

Exhibit 32.1

ROCKET COMPANIES, INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Jay Farner, Chief Executive Officer of Rocket Companies, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

•the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

•information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.

Date: November 9, 2021


By:			/s/ Jay Farner
			Name: Jay Farner
			Title: Chief Executive Officer

The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 1350 of Title 18 of the United States Code and, accordingly, is not being filed with the U.S. Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).

Exhibit 32.2

ROCKET COMPANIES, INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Julie Booth, Chief Financial Officer and Treasurer of Rocket Companies, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

•information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.

Date: November 9, 2021


By:			/s/ Julie Booth
			Name: Julie Booth
			Title: Chief Financial Officer and Treasurer