株探米国株
英語
エドガーで原本を確認する
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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, 2025
or
☐ 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 October 30, 2025, 967,010,557 shares of the registrant's Class A common stock, $0.00001 par value, and 1,848,879,455 shares of the registrant's Class L common stock, $0.00001 par value, were outstanding.




Rocket Companies, Inc.
Form 10-Q
For the period ended September 30, 2025

Table of Contents
PART I. FINANCIAL INFORMATION
Item 1.
Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
Item 2.
Item 3.
Item 4.
PART II. OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 5.
Item 6.

















2


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)
Rocket Companies, Inc.
Condensed Consolidated Balance Sheets
($ In Thousands, Except Per Share Amounts)
September 30,
2025		 December 31,
2024
Assets (Unaudited)
Cash and cash equivalents $ 5,836,104  $ 1,272,853 
Restricted cash 21,036  16,468 
Mortgage loans held for sale, at fair value 11,657,795  9,020,176 
Derivative assets, at fair value 329,559  192,433 
Mortgage servicing rights (“MSRs”), at fair value 7,364,129  7,633,371 
Notes receivable and due from affiliates 17,433  14,245 
Property and equipment, net of accumulated depreciation and amortization of $668,746 and $620,252, respectively
 201,282  213,848 
Deferred tax asset, net 11,800  521,824 
Lease right of use assets 260,056  281,770 
Loans subject to repurchase right from Ginnie Mae 2,842,715  2,785,146 
Goodwill and intangible assets, net 3,282,853  1,227,517 
Other assets 1,751,366  1,330,412 
Total assets $ 33,576,128  $ 24,510,063 
Liabilities and equity
Liabilities
Funding facilities $ 10,523,088  $ 6,708,186 
Other financing facilities and debt:
Senior Notes, net 8,537,628  4,038,926 
Early buy out facility 54,589  92,949 
Accounts payable 297,536  181,713 
Lease liabilities 294,662  319,296 
Derivative liabilities, at fair value 65,211  11,209 
Investor reserves 98,725  99,998 
Notes payable and due to affiliates 2,839  31,280 
Tax receivable agreement liability 590,490  581,183 
Loans subject to repurchase right from Ginnie Mae 2,842,715  2,785,146 
Deferred tax liability 551,869  17,445 
Other liabilities 865,313  599,352 
Total liabilities $ 24,724,665  $ 15,466,683 
Equity
Preferred stock, $0.00001 par value - 500,000,000 shares authorized as of September 30, 2025 and December 31, 2024, none issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.
 $ —  $ — 
Class A common stock, $0.00001 par value - 10,000,000,000 shares authorized as of September 30, 2025 and December 31, 2024, 261,259,608 and 146,028,193 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.
2  1 
Class B common stock, $0.00001 par value - zero and 6,000,000,000 shares authorized as of September 30, 2025 and December 31, 2024, respectively, none issued and outstanding as of September 30, 2025 and December 31, 2024.
 —  — 
Class C common stock, $0.00001 par value - zero and 6,000,000,000 shares authorized as of September 30, 2025 and December 31, 2024, respectively, none issued and outstanding as of September 30, 2025 and December 31, 2024.
 —  — 
Class D common stock, $0.00001 par value - 6,000,000,000 shares authorized as of September 30, 2025 and December 31, 2024, zero and 1,848,879,483 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.
 —  19 
Class L common stock, $0.00001 par value - 6,000,000,000 and zero shares authorized as of September 30, 2025 and December 31, 2024, respectively, 1,848,879,455 and zero shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.
 19  — 
Additional paid-in capital 8,797,962  389,695 
Retained earnings 55,199  312,834 
Accumulated other comprehensive loss (1,719) (48)
Non-controlling interest —  8,340,879 
Total equity 8,851,463  9,043,380 
Total liabilities and equity $ 33,576,128  $ 24,510,063 
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.




3


Rocket Companies, Inc.
Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
($ In Thousands, Except Per Share Amounts)
(Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Revenue
Gain on sale of loans
Gain on sale of loans excluding fair value of originated MSRs, net $ 641,721  $ 506,688  $ 1,621,295  $ 1,396,128 
Fair value of originated MSRs 385,692  337,702  993,644  906,044 
Gain on sale of loans, net 1,027,413  844,390  2,614,939  2,302,172 
Loan servicing (loss) income
Servicing fee income 413,138  373,796  1,215,111  1,074,219 
Change in fair value of MSRs (479,602) (878,311) (1,127,672) (934,744)
Loan servicing (loss) income, net (66,464) (504,515) 87,439  139,475 
Interest income
Interest income 126,459  108,566  342,051  309,961 
Interest expense on funding facilities (90,778) (101,820) (245,696) (234,556)
Interest income, net 35,681  6,746  96,355  75,405 
Other income 608,654  300,327  1,204,066  814,334 
Total revenue, net 1,605,284  646,948  4,002,799  3,331,386 
Expenses
Salaries, commissions and team member benefits 874,774  607,526  2,107,841  1,702,042 
General and administrative expenses 354,554  221,074  902,790  690,691 
Marketing and advertising expenses 274,273  200,528  825,946  617,761 
Depreciation and amortization 78,340  28,607  132,776  83,633 
Interest and amortization expense on non-funding debt 137,195  38,620  233,200  115,349 
Other expenses 70,344  47,912  183,283  128,817 
Total expenses 1,789,480  1,144,267  4,385,836  3,338,293 
Loss before income taxes (184,196) (497,319) (383,037) (6,907)
Benefit from (provision for) income taxes 60,342  15,895  80,826  (5,878)
Net loss (123,854) (481,424) (302,211) (12,785)
Net loss attributable to non-controlling interest —  459,413  166,189  8,284 
Net loss attributable to Rocket Companies $ (123,854) $ (22,011) $ (136,022) $ (4,501)
Loss per share of Participating Common Stock
Basic $ (0.06) $ (0.16) $ (0.17) $ (0.03)
Diluted $ (0.06) $ (0.19) $ (0.17) $ (0.03)
Weighted average shares outstanding
Basic 2,106,227,188  141,763,221  815,634,892  139,475,981 
Diluted 2,106,227,188  2,003,296,515  815,634,892  139,475,981 
Comprehensive loss
Net loss $ (123,854) $ (481,424) $ (302,211) $ (12,785)
Cumulative translation adjustment (507) (358) 290  161 
Comprehensive loss (124,361) (481,782) (301,921) (12,624)
Comprehensive loss attributable to non-controlling interest —  459,747  165,336  8,133 
Comprehensive loss attributable to Rocket Companies $ (124,361) $ (22,035) $ (136,585) $ (4,491)
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.




4
Rocket Companies, Inc.
Condensed Consolidated Statements of Changes in Equity
($ In Thousands)
(Unaudited)
Class A
Common
Stock Shares		 Class A
Common
Stock Amount		 Class D
Common
Stock Shares		 Class D
Common
Stock Amount		 Class L Common
Stock Shares		 Class L Common
Stock Amount		 Additional
Paid-in Capital		 Retained
Earnings		 Accumulated Other
Comprehensive
Income (Loss)		 Total
Non-controlling
Interest		 Total
Equity
Balance, December 31, 2023 135,814,173  $ 1  1,848,879,483  $ 19  —  $ —  $ 340,532  $ 284,296  $ 52  $ 7,676,810  $ 8,301,710 
Net income —  —  —  —  —  —  —  16,215  —  274,499  290,714 
Cumulative translation adjustment —  —  —  —  —  —  —  —  21  293  314 
Share-based compensation, net 2,458,761  —  —  —  —  —  2,060  —  —  27,722  29,782 
Distributions for state taxes on behalf of unit holders (members), net
 —  —  —  —  —  —  —  (19) —  (255) (274)
Forfeitures of Special Dividends to Class A Shareholders —  —  —  —  —  —  —  2  —  29  31 
Taxes withheld on team members' restricted share award vesting —  —  —  —  —  —  (1,152) —  —  (15,410) (16,562)
Issuance of Class A common stock under share-based compensation plans 538,683  —  —  —  —  —  454  —  —  6,161  6,615 
Change in controlling interest of investment, net —  —  —  —  —  —  8,917  —  (1) (11,795) (2,879)
Balance, March 31, 2024 138,811,617  $ 1  1,848,879,483  $ 19  —  $ —  $ 350,811  $ 300,494  $ 72  $ 7,958,054  $ 8,609,451 
Net income —  —  —  —  —  —  —  1,295  —  176,630  177,925 
Cumulative translation adjustment —  —  —  —  —  —  —  —  13  192  205 
Share-based compensation, net 506,140  —  —  —  —  —  2,652  —  —  35,095  37,747 
Distributions for state taxes on behalf of unit holders (members)
 —  —  —  —  —  —  —  (6) —  (86) (92)
Distributions to unit holders (members) from subsidiary investment, net
 —  —  —  —  —  —  —  (837) —  (13,013) (13,850)
Forfeitures of Special Dividend to Class A Shareholders —  —  —  —  —  —  —  12  —  161  173 
Taxes withheld on team members' restricted share award vesting —  —  —  —  —  —  (305) —  —  (4,029) (4,334)
Issuance of Class A common stock under share-based compensation plans
 645,826  —  —  —  —  —  554  —  —  7,357  7,911 
Change in controlling interest of investment, net —  —  —  —  —  —  3,898  —  —  (5,113) (1,215)
Balance, June 30, 2024 139,963,583  $ 1  1,848,879,483  $ 19  —  $ —  $ 357,610  $ 300,958  $ 85  $ 8,155,248  $ 8,813,921 
Net loss —  —  —  —  —  —  —  (22,011) —  (459,413) (481,424)
Cumulative translation adjustment —  —  —  —  —  —  —  —  (24) (334) (358)
Share-based compensation, net 3,576,274  —  —  —  —  —  2,760  —  —  35,883  38,643 
Distributions for state taxes on behalf of unit holders (members)
 —  —  —  —  —  —  —  (2) —  (30) (32)
Forfeitures of Special Dividend to Class A Shareholders —  —  —  —  —  —  —  10  —  139  149 
Issuance of Class A common stock upon exercise of stock options 775,211  —  —  —  —  —  992  —  —  12,846  13,838 
Taxes withheld on team members' restricted share award vesting —  —  —  —  —  —  (2,632) —  —  (33,688) (36,320)
Issuance of Class A common stock under share-based compensation plans
 605,159  —  —  —  —  —  612  —  —  8,060  8,672 
Change in controlling interest of investment, net —  —  —  —  —  —  14,020  —  (1) (18,724) (4,705)
Balance, September 30, 2024 144,920,227  $ 1  1,848,879,483  $ 19  —  $ —  $ 373,362  $ 278,955  $ 60  $ 7,699,987  $ 8,352,384 




5
Rocket Companies, Inc.
Condensed Consolidated Statements of Changes in Equity
($ In Thousands)
(Unaudited)
Class A
Common
Stock Shares		 Class A
Common
Stock Amount		 Class D
Common
Stock Shares		 Class D
Common
Stock Amount		 Class L Common
Stock Shares		 Class L Common
Stock Amount		 Additional
Paid-in Capital		 Retained
Earnings		 Accumulated Other
Comprehensive
Income (Loss)		 Total
Non-controlling
Interest		 Total
Equity
Balance, December 31, 2024 146,028,193  $ 1  1,848,879,483  $ 19  —  $ —  $ 389,695  $ 312,834  $ (48) $ 8,340,879  $ 9,043,380 
Net loss —  —  —  —  —  —  —  (10,383) —  (202,063) (212,446)
Cumulative translation adjustment —  —  —  —  —  —  —  —  (1) 14  13 
Share-based compensation, net 3,243,276  —  —  —  —  —  2,809  —  —  35,020  37,829 
Distributions for state taxes on behalf of unit holders (members), net —  —  —  —  —  —  —  (1) —  (13) (14)
Distributions to unit holders (members) from subsidiary investment, net —  —  —  —  —  —  —  —  —  (113,379) (113,379)
Special Dividends to Class A Shareholders, net of forfeitures —  —  —  —  —  —  —  (122,227) —  (22,594) (144,821)
Taxes withheld on team members' restricted share award vesting —  —  —  —  —  —  (2,143) —  —  (26,453) (28,596)
Issuance of Class A common stock upon exercise of stock options 40,000  —  —  —  —  —  25  —  —  310  335 
Issuance of Class A common stock under share-based compensation plans 839,012  —  —  —  —  —  684  —  —  8,612  9,296 
Change in controlling interest of investment, net —  —  —  —  —  —  12,711  —  (5) (20,666) (7,960)
Balance, March 31, 2025 150,150,481  $ 1  1,848,879,483  $ 19  —  $ —  $ 403,781  $ 180,223  $ (54) $ 7,999,667  $ 8,583,637 
Net (loss) income —  —  —  —  —  —  —  (1,785) —  35,874  34,089 
Cumulative translation adjustment —  —  —  —  —  —  —  —  (55) 839  784 
Share-based compensation, net 586,990  —  —  —  —  —  3,764  —  —  45,124  48,888 
Distributions for state taxes on behalf of unit holders (members), net —  —  —  —  —  —  —  (13) —  (157) (170)
Special Dividend to Class A Shareholders, net of forfeitures —  —  —  —  —  —  —  82  —  187  269 
Taxes withheld on employees' restricted share award vesting —  —  —  —  —  —  (1,143) —  —  (4,327) (5,470)
Issuance of Class A common Shares under share-based compensation and benefit plans
 775,879  —  —  —  —  —  752  —  —  9,218  9,970 
Change in controlling interest of investment, net —  —  (1,848,879,483) (19) 1,848,879,455  19  6,864,459  —  (1,103) (8,086,425) (1,223,069)
Balance, June 30, 2025 151,513,350  $ 1  —  $ —  1,848,879,455  $ 19  $ 7,271,613  $ 178,507  $ (1,212) $ —  $ 7,448,928 
Net loss
 —  —  —  —  —  —  —  (123,854) —  —  (123,854)
Cumulative translation adjustment —  —  —  —  —  —  —  —  (507) —  (507)
Share-based compensation, net 4,748,966  —  —  —  —  —  64,655  —  —  —  64,655 
Distributions for state taxes on behalf of unit holders (members), net —  —  —  —  —  —  —  15  —  —  15 
Special Dividend to Class A Shareholders, net of forfeitures —  —  —  —  —  —  —  531  —  —  531 
Issuance of Class A Common Shares upon exercise of stock options 904,460  —  —  —  —  —  13,685  —  —  —  13,685 
Taxes withheld on employees' restricted share award vesting —  —  —  —  —  —  (51,763) —  —  —  (51,763)
Issuance of Class A common Shares under share-based compensation and benefit plans
 701,153  —  —  —  —  —  9,781  —  —  —  9,781 
Acquisition of Redfin 103,391,679  1  —  —  —  —  1,489,991  —  —  —  1,489,992 
Balance, September 30, 2025 261,259,608  $ 2  —  $ —  1,848,879,455  $ 19  $ 8,797,962  $ 55,199  $ (1,719) $ —  $ 8,851,463 
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.




6

Rocket Companies, Inc.
Condensed Consolidated Statements of Cash Flows
($ In Thousands)
(Unaudited)

Nine Months Ended September 30,
2025 2024
Operating activities
Net loss $ (302,211) $ (12,785)
Adjustments to reconcile Net loss to Net cash used in operating activities:
Depreciation and amortization 132,776  83,633 
(Benefit from) provision for deferred income taxes (85,678) 5,600 
Origination of MSRs (993,644) (906,044)
Change in fair value of MSRs, net 1,171,794  940,747 
Gain on sale of loans excluding fair value of MSRs, net (1,621,295) (1,396,128)
Disbursements of mortgage loans held for sale (81,426,933) (72,075,853)
Proceeds from sale of mortgage loans held for sale 80,431,863  68,853,271 
Disbursements of non-mortgage loans held for sale (421,247) (236,845)
Change in fair value of non-mortgage loans held for sale 8,298  1,503 
Share-based compensation expense 161,631  109,925 
Change in assets and liabilities
Due from affiliates (3,188) 4,304 
Other assets 152,415  44,460 
Accounts payable 43,715  4,576 
Due to affiliates 74  (495)
Other liabilities 54,230  107,723 
Total adjustments $ (2,395,189) $ (4,459,623)
Net cash used in operating activities $ (2,697,400) $ (4,472,408)
Investing activities
Acquisition of business, net of cash acquired
 $ (78,543) $ — 
Net proceeds from sale of MSRs 314,977  219,694 
Net purchase of MSRs (244,330) (641,975)
Decrease in mortgage loans held for investment 1,267  11,243 
Purchase and other additions of property and equipment, net of disposals (51,012) (48,787)
Net cash used in investing activities $ (57,641) $ (459,825)
Financing activities
Net borrowings on funding facilities $ 3,656,663  $ 5,131,660 
Borrowings on Senior Notes 4,000,000  — 
Payment of debt issuance costs (39,810) — 
Net payments on early buy out facility (38,360) (96,345)
Net payments on notes payable from unconsolidated affiliates (28,514) — 
Proceeds from consolidated CFE, net 56,018  51,030 
Stock issuance 38,583  33,288 
Taxes withheld on team members' restricted share award vesting (85,829) (57,216)
Distributions to other unit holders (members of Holdings) (236,182) (18,580)
Net cash provided by financing activities $ 7,322,569  $ 5,043,837 
Effects of exchange rate changes on cash and cash equivalents 291  161 
Net increase in cash and cash equivalents and restricted cash 4,567,819  111,765 
Cash and cash equivalents and restricted cash, beginning of period 1,289,321  1,136,832 
Cash and cash equivalents and restricted cash, end of period $ 5,857,140  $ 1,248,597 
Non-cash activities
Loans transferred to other real estate owned $ 3,698  $ 3,046 
Issuance of common stock as consideration for acquisition 1,466,094  — 
Share-based compensation as consideration for acquisition
 23,898  — 
Supplemental disclosures
Cash paid for interest on related party borrowings $ 278  $ 1,291 
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.




7
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

1. Business, Basis of Presentation and Accounting Policies

Rocket Companies, Inc. (together with its consolidated subsidiaries, is referred to throughout this report as the "Company", “Rocket Companies”, “we”, “us” and “our”) was incorporated in Delaware on February 26, 2020.

We are a Detroit‑based fintech company with operations spanning mortgage, real estate and personal finance. We are committed to delivering industry-best client experiences through our AI-fueled homeownership strategy. Our full suite of products empowers our clients across financial wellness, personal loans, home search, mortgage finance, and title and closing. We believe our widely recognized “Rocket” brand is synonymous with simple, fast and trusted digital experiences. Through these businesses, 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 assets are the equity interests held in Rocket LP, LLC (Limited Partner of Rocket Limited Partnership), Rocket GP, LLC (General Partner of Rocket Limited Partnership) and Redfin Corporation (“Redfin”). Rocket Limited Partnership is a Michigan limited partnership and wholly owns the following entities: Rocket Mortgage, LLC, Amrock Holdings, LLC (“Rocket Close”), Rocket Title Insurance Company (“RTIC”), LMB HoldCo LLC (“Core Digital Media”), Rocket Homes Real Estate LLC (“Rocket Homes”), RockLoans Holdings LLC (“Rocket Loans”), Rocket Money, Inc. (“Rocket Money”), Lendesk Canada Holdings Inc. (“Lendesk Technologies”) 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.

On July 1, 2025 Rocket Companies completed the acquisition of Redfin, including its direct and indirect subsidiaries, which will continue as a wholly-owned subsidiary of the Company.

On October 1, 2025 Rocket Companies completed the acquisition of Mr. Cooper Group Inc. (“Mr. Cooper”), including its direct and indirect subsidiaries (the "Mr. Cooper Acquisition"). Pursuant to the Mr. Cooper Acquisition, Mr. Cooper merged with and into Maverick Merger 2, LLC (a wholly-owned subsidiary of the Company) where Maverick Merger Sub 2, LLC was the surviving entity, which will continue as an indirect wholly-owned subsidiary of the Company.

Up-C Collapse

On June 30, 2025, the Company completed a series of transactions to simplify its organizational and capital structure by collapsing its Up-C structure (the “Up-C Collapse”). Previously, the Company and Rock Holdings Inc. ("RHI") held variable economic interests in Rocket, LLC ("Holdings"). As part of the Up-C Collapse, RHI contributed all of its assets and liabilities, excluding its common limited liability company interests in Holdings ("Holdings LLC Units"), its shares of Class D common stock, and certain immaterial ancillary net assets, to a newly formed legal entity. Through a series of transaction steps, Rocket GP, LLC acquired RHI, resulting in Rocket GP, LLC continuing as the surviving entity. In connection with these transactions, the previously outstanding Class D common shares and Holdings Units were exchanged and retired for newly created Class L common stock of the Company. Concurrently, the Company eliminated its Class B common stock and Class C common stock. Following the Up-C Collapse, only Class A common stock and Class L common stock are issued and outstanding. As a result of the Up-C Collapse and the conversion of Holdings to Rocket Limited Partnership, the Company holds, indirectly, 100% of the voting and economic interests of Rocket Limited Partnership.

Class A common stock and Class L common stock have identical rights with respect to dividends and residual net assets on a per share basis, and each carry one vote per share. The Company's public shareholders continue to hold Class A common stock, while Mr. Daniel Gilbert and former shareholders of RHI now hold shares of both Class A common stock and Class L common stock directly in the Company.





8
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
The Up-C Collapse was accounted for as a common control transaction, which results primarily in the exchange of non-controlling interests in Holdings for Class L common stock. The collapse of the Up-C structure triggered deferred tax impacts as well as certain assumptions reflected in the estimate of the Tax Receivable Agreement liability. The Company has presented financial information reflecting the Up-C Collapse prospectively. Refer to Note 8, Income Taxes for further details regarding the amendment of the Tax Receivable Agreement and the deferred tax impacts resulting from the collapse of the Up-C structure. Refer to Note 13, Non-controlling Interest for further details around the conversion of Holdings to Rocket Limited Partnership and elimination of non-controlling interests as of the effective date of the Up-C Collapse. Refer to Note 15, Earnings Per Share for further details on the updates to the basic and diluted earnings per share calculations as of the effective date.

Basis of Presentation and Consolidation

As of September 30, 2025, the Company's consolidated financial statements reflect the Company's wholly-owned subsidiaries and variable interest entities ("VIE") in which the Company is the primary beneficiary.

Prior to the Up-C Collapse, the Company was the sole managing member of Holdings, therefore the Company operated and controlled all of the business affairs of Holdings, and through Holdings and its subsidiaries, conducted its business. Holdings was considered a variable interest entity (“VIE”) and we consolidated the financial results of Holdings under the guidance of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810, Consolidation. A portion of our Net loss was allocated to Net loss attributable to non-controlling interest. As a result of the Up-C Collapse and the conversion of Holdings to Rocket Limited Partnership, the Company holds, indirectly, 100% of the voting and economic interests of Rocket Limited Partnership and therefore consolidates Rocket Limited Partnership with no further non-controlling interest. For further details, refer below to Variable Interest Entities and Note 13, Non-controlling Interest.

For further details on the Company's other consolidated VIE, refer below to Consolidation of Collateralized Financing Entity.

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

The Company's derivatives, MSRs, mortgage and non-mortgage loans held for sale, money market funds and trading investment securities are measured at fair value on a recurring basis. Additionally, other assets may be required to be measured at fair value in the condensed consolidated financial statements on a nonrecurring basis. For further details of the Company’s transactions refer to Note 3, Fair Value Measurements.

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 7, 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, 2024, 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. 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.

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. Management is not aware of any factors that would significantly change its estimates and assumptions as of September 30, 2025. Actual results may differ from these estimates.





9
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
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 2, Acquisitions for subsequent events related to acquisition transactions and Note 3, Fair Value Measurements and Note 6, Borrowings for disclosures on changes to the Company's debt agreements.

Special Dividend

In connection with the Up-C Collapse, on March 10, 2025, our board of directors authorized and declared a cash dividend (the “2025 Special Dividend”) of $0.80 per share to the holders of our Class A common stock. The 2025 Special Dividend of $120.1 million was paid on April 3, 2025 to holders of the Class A common stock of record as of the close of business on March 20, 2025. This amount is reflected within the ‘Distributions to other unit holders (members of Holdings)’ line item on the Condensed Consolidated Statements of Cash Flows.

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. Fair value of originated MSRs 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 — 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 MSR asset as of the respective balance sheet date. Refer to Note 4, Mortgage Servicing Rights for information related to the gain/(loss) on changes in the fair value of MSRs.

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. Interest income is accrued and credited to income daily based on the unpaid principal balance (“UPB”) outstanding. The accrual of interest income is generally discontinued when a loan becomes 90 days past due.

Other income — includes revenues generated from Deposit income (related to revenue earned on deposits, including escrow deposits), Rocket Close (title, closing and appraisal fees), Rocket Money (subscription revenue and other service-based fees), Real estate services revenue (commissions and fees charged on each real estate services transaction closed by our lead agents or partner agents), Rocket Loans (personal loan interest earned and other income) and Other (additional subsidiary and miscellaneous revenue).

The following significant revenue streams fall within the scope of ASC 606, Revenue from Contracts with Customers and are disaggregated hereunder. The remaining revenue streams within the scope of ASC 606 are immaterial, both individually and in aggregate.

Rocket Money subscription revenue — The Company recognizes subscription revenue ratably over the contract term beginning on the commencement date of each contract. We have determined that subscriptions represent a stand-ready obligation to perform over the subscription term. These performance obligations are satisfied over time as the customer simultaneously receives and consumes the benefits. Contracts are one month to one year in length. Subscription revenues were $88,256 and $65,950 for the three months ended September 30, 2025 and 2024, respectively and $259,678 and $192,119 for the nine months ended September 30, 2025 and 2024, respectively.





10
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
Rocket Close closing fees — The Company recognizes closing fees for nonrecurring 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 $35,469 and $29,231 for the three months ended September 30, 2025 and 2024, respectively and $91,880 and $75,057 for the nine months ended September 30, 2025 and 2024, respectively.

Rocket Close appraisal revenue — 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 was $11,387 and $9,222 for the three months ended September 30, 2025 and 2024, respectively and $30,334 and $27,552 for the nine months ended September 30, 2025 and 2024, respectively.

Real estate referral services revenue — The Company recognizes referral services 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. Referral services revenue was $20,449 and $14,363 for the three months ended September 30, 2025 and 2024, respectively and $45,726 and $40,657 for the nine months ended September 30, 2025 and 2024, respectively.

Real estate brokerage services revenue — Brokerage revenue includes our offer and listing services, where our lead agents represent homebuyers and home sellers. We recognize commission-based brokerage revenue upon closing of a brokerage transaction, less the amount of any commission refunds, closing-cost reductions, or promotional offers that may result in a material right under ASC 606. Brokerage revenue is affected by the number of brokerage transactions we close, the mix of brokerage transactions, home-sale prices, commission rates, and the amount we give to customers. Brokerage revenue was $177,167 for the three and nine months ended September 30, 2025, 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, 2025 and 2024 consisted of cash on deposit for a repurchase facility, client application deposits, title premiums collected from the insured that are due to the underwriter, and principal and interest received in collection accounts for purchased assets. During the nine months ended September 30, 2025, the Company closed its offering of $2.0 billion aggregate principal amount of 6.125% senior notes due 2030 and $2.0 billion aggregate principal amount of 6.375% senior notes due 2033.
September 30,
2025 2024
Cash and cash equivalents $ 5,836,104  $ 1,228,234 
Restricted cash 21,036  20,363 
Total cash, cash equivalents and restricted cash in the statement of cash flows $ 5,857,140  $ 1,248,597 





11
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
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 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.

Variable Interest Entities

As of September 30, 2025, the Company's consolidated financial statements reflect the Company's wholly-owned subsidiaries and variable interest entities ("VIE") in which the Company is the primary beneficiary. Refer to the Basis of Presentation and Consolidation above for further details relating to how the Company reported its VIEs prior to the Up-C Collapse.

Consolidation of the Collateralized Financing Entity

In the normal course of business, the Company transfers financial assets to a trust for which the Company holds a variable interest. Management concluded the Company has power to direct activities impacting the trust’s economic performance and has an economic interest in the entity that could result in benefits or losses, and therefore is the primary beneficiary of the trust. As the primary beneficiary, the Company consolidates the trust's financial position and results of operations for financial reporting purposes under the variable interest consolidation model guidance in ASC 810, Consolidation. The Company has elected to account for the assets and liabilities of the VIE as a collateralized financing entity (“CFE”). A CFE is a VIE that holds financial assets, issues beneficial interests in those assets and has no more than nominal equity. The related assets are not available for general use by the Company and creditors have no recourse to the Company for the related liabilities.

Accounting Standards Issued but Not Yet Adopted

In December 2023, the FASB issued Accounting Standard Update ("ASU") 2023-09: Income Taxes (Topic 740) – Improvements to Income Tax Disclosures. The new guidance requires additional disclosures relating to the tax rate reconciliation and the income taxes paid information. The guidance is effective for fiscal years beginning after December 15, 2024. The Company is in the process of evaluating the requirements of the update, which is expected to result in expanded disclosures upon adoption.

In November 2024, the FASB issued ASU 2024-03: Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40) – Disaggregation of Income Statement Expenses. The new guidance requires companies to disclose information about specific expenses at each interim and annual reporting period. The guidance is effective for fiscal years beginning after December 15, 2026 and interim periods with fiscal years beginning after December 15, 2027. The Company is in the process of evaluating the requirements of the update, which may result in expanded disclosures upon adoption.

In September 2025, the FASB issued ASU 2025-06: Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40). The new guidance updates the requirements for capitalizing software costs. The guidance is effective for fiscal years beginning after December 15, 2027. The Company is in the process of evaluating the requirements of the update, which is expected to result in changes to the Company's policy for capitalizing software costs.





12
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
2. Acquisitions

Redfin Acquisition

Effective July 1, 2025, the Company acquired 100% of the outstanding shares of Redfin, a residential real estate brokerage company headquartered in Seattle and incorporated in Delaware, in an all-stock transaction (the “Redfin Acquisition”). The Company included the financial results of Redfin in its condensed consolidated financial statements from the date of acquisition. The transaction costs associated with the Redfin Acquisition were approximately $8,041 and $22,140 for the three and nine months ended September 30, 2025, respectively, and were recorded in General and administrative expenses in the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). The acquisition-date fair value of the consideration transferred for the acquisition of Redfin was approximately $1,742,005, which consisted of the following:
Fair Value of Consideration Transferred
Rocket Class A common stock issued to Redfin stockholders(1)
 $ 1,466,094 
Converted Redfin equity awards attributable to pre-combination service (2)
 23,898 
Cash paid to settle term loan, accrued interest, and prepayment premium (3)
 252,013 
Total $ 1,742,005 
(1)    Value of Rocket Class A common stock issued on the date of close is based on 130,446,226 shares of outstanding common stock of Redfin as of June 30, 2025 each being exchanged for 0.7926 of a share of Rocket Class A common stock issued at $14.18, the closing share price on June 30, 2025.

(2)    Certain unvested equity awards of Redfin were replaced by Rocket’s equity awards with similar terms at closing. The vested portion of those awards, as well as awards that fully vested prior to the closing date, are included as consideration applying the same exchange ratio and share price as above.

(3)    Cash paid at closing to settle Redfin’s outstanding term loan principal, accrued interest, and a 1% prepayment premium triggered by the Redfin Acquisition.





13
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
The Company has applied the acquisition method of accounting in accordance with ASC 805, Business Combinations and recognized assets acquired and liabilities assumed at their fair value as of the date of acquisition with the excess of consideration transferred over the fair value of net assets acquired recorded as goodwill. The following table summarizes the preliminary purchase price allocation as of the acquisition date:
Fair Value
Cash and cash equivalents $ 173,420 
Restricted cash 51 
Mortgage loans held for sale 164,900 
Derivative assets 5,223 
MSRs 2,494 
Property and equipment 12,322 
Lease right of use assets 25,902 
Intangible assets 881,000 
Deferred tax asset (1)
 106,795 
Other assets 89,275 
Funding facilities (2)
 158,239 
Senior Notes (3)
 526,083 
Accounts payable 72,109 
Lease liabilities 26,842 
Derivative liabilities 1,959 
Investor reserves 2,071 
Other liabilities 164,785 
Net identifiable assets acquired $ 509,294 
Goodwill 1,232,711 
Total consideration transferred $ 1,742,005 
(1)     The deferred tax asset generated from the acquisition is presented net within the Deferred tax liability in the Condensed Consolidated Balance Sheet as of September 30, 2025.

(2)     Funding facilities were voluntarily paid off and terminated during the third quarter 2025.

(3)     Refer to Note 6, Borrowings for details regarding Senior Notes following consummation of the acquisition.

The resulting goodwill is primarily attributed to the assembled workforce, synergies from integrating Redfin’s brokerage and home search platform with Rocket’s mortgage and real estate ecosystem, and opportunities for future market expansion. Goodwill generated as a result of the Redfin Acquisition is not expected to be deductible for tax purposes. The fair values assigned to the intangible assets acquired, as well as tax-related liabilities, are preliminary and subject to change as additional information becomes available and certain tax matters are finalized. Additional information that existed as of the acquisition date but at the time was unknown to the Company may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. The Company is currently in the process of allocating goodwill to reporting units that are expected to benefit from the synergies of the acquisition.

The fair value of receivables acquired is $44,584, which is recorded within Other assets in the table above, with the gross contractual amount being $52,559. The Company estimates $7,975 to be uncollectible.

Since the acquisition date, the amounts of revenue and net income (loss) of Redfin included in the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) were $240,214 and $(68,516), respectively, for both the three and nine months ended September 30, 2025.





14
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
Identifiable Intangible Assets Acquired

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the acquisition date:
Fair Value Useful Life
Developed technology and other $ 356,000  4 years
Trade name 350,000  5 years
Customer relationships 175,000 
4 - 6 years
Intangible assets acquired $ 881,000 

The preliminary estimate of the fair value of Redfin’s intangible assets was determined primarily using forms of the income approach and the cost approach, which require forecasts of expected future cash flows or replacement costs. The fair value measurements were primarily based on significant inputs that are not observable in the market and thus represent Level 3 measurement of the fair value hierarchy as defined in ASC 820, Fair Value Measurements. The following valuation methodologies applied to identifiable intangible assets acquired are summarized below:

•Developed technology and other were valued using the replacement cost method, a form of the cost approach. The replacement cost method estimates the value of Redfin’s proprietary technology based on the cost required to recreate it, including opportunity costs and development expenses.

•Trade names were valued using the relief from royalty (“RFR”) method, a form of the income approach. The RFR method estimates the fair value of Redfin’s established brand names based on the hypothetical royalty payments Redfin avoids by not having to license the names. The fair value equals the present value of avoided royalty payments (i.e., the economic benefit of owning the asset outright).

•Customer relationships were valued using the multi-period excess earnings method (“MEEM”) and the with and without method, both forms of the income approach. The MEEM method isolates the net cash flows expected to be generated from existing partner and customer relationships after considering contributory asset charges, with the fair value equal to the present value of these cash flows over the asset’s economic life. The with and without method estimates the fair value of prior home buyer relationship asset based on the present value of the cash flows Redfin is expected to generate with and without the relationships in place, with the difference representing the cash flows attributed to the asset.

Share-based Compensation

In connection with the Redfin Acquisition, each issued and outstanding option, restricted stock unit (“RSU”), and performance stock unit (“PSU”) was converted into the Rocket equivalent awards (with PSUs converted into time-based awards at the level of achievement determined prior to closing). As a result, Rocket issued 1.4 million replacement stock options, 7.5 million replacement RSUs, and 1.2 million replacement PSUs, which were replaced with an equivalent number of RSUs. The portion of the fair value related to pre-combination services of $23,898 was included in consideration transferred, with no incremental fair value recognized upon conversion. The future unrecognized expense related to the outstanding converted options, RSUs, and PSUs will be recognized over the remaining requisite service periods.





15
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information summarizes the combined results of operations for Rocket and Redfin, as if the Redfin Acquisition had been consummated on January 1, 2024. The unaudited pro forma financial information was as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(Unaudited)
Total revenue, net $ 1,605,284  $ 923,561  $ 4,501,893  $ 4,126,843 
Net income (loss) (116,123) (431,310) (409,742) (221,658)

The unaudited pro forma financial information presented is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the Redfin Acquisition was consummated on January 1, 2024, and is not indicative of future operating results. The unaudited pro forma information for all periods presented includes the following adjustments, where applicable, for business combination accounting effects resulting from the acquisition: (i) incremental amortization of acquisition-related intangibles and reversal of contract asset amortization, (ii) net share-based compensation expense from for Rocket replacement equity awards, (iii) interest and amortization expense on non-funding debt, and (iv) the related tax effects.

The significant nonrecurring adjustments reflected in the unaudited pro forma consolidated information above include the impact of transaction costs of $22,140 and the one-time discretionary payments of $9,738 made to certain former Redfin employees, both of which have been included in the earliest period presented, each net of tax.

Mr. Cooper Acquisition

Effective October 1, 2025, the Company completed the previously announced agreement to acquire 100% of the outstanding shares of Mr. Cooper, a residential mortgage servicer headquartered in Coppell, Texas and incorporated in Delaware, in an all-stock transaction ("Mr. Cooper Acquisition") in which Mr. Cooper shareholders received 11.00 shares of our Class A common stock per share of Mr. Cooper common stock. The Company issued 705,205,413 shares of Class A common stock to shareholders of Mr. Cooper. Preliminary consideration transferred is estimated to be $17.0 billion, including the estimated fair value of Rocket Class A common stock, the estimated fair value of converted Mr. Cooper equity awards for services rendered in the precombination period, and cash paid to settle certain senior unsecured notes. The Company is in the process of completing purchase accounting for the Mr. Cooper Acquisition. The acquisition will be accounted for as a business combination under ASC 805, Business Combinations and will be reflected in the Company’s consolidated financial statements for the year ended December 31, 2025.

Subsequent to September 30, 2025, the Company completed the exchange offers and consent solicitations related to Nationstar Mortgage Holdings Inc.’s $750,000 aggregate principal amount of outstanding 6.500% Senior Notes due 2029 (the "Existing 2029 Notes") and $1,000,000 aggregate principal amount of outstanding 7.125% Senior Notes due 2032 (the "Existing 2032 Notes"). In the Exchange Offers, $738,075, or approximately 98.41% of the 2029 Notes and $955,326, or approximately 95.53% of the 2032 Notes were validly tendered. Accordingly, on October 1, 2025, the Company issued $738,075 of 6.500% Senior Notes due 2029 and $955,326 of 7.125% Senior Notes due 2032. In connection with the internal reorganization, Rocket Mortgage, LLC assumed all remaining notes that were not validly tendered.

Additionally, subsequent to September 30, 2025, the Company completed the tender offers and consent solicitations related to Nationstar Mortgage Holdings Inc.’s $650,000 aggregate principal amount of 5.125% Senior Notes due 2030 and $600,000 aggregate principal amount of 5.750% Senior Notes due 2031. In these offers, $574,300, or approximately 88.4%, of the 2030 Notes and $535,800, or approximately 89.3%, of the 2031 Notes were validly tendered. On October 1, 2025, the Company accepted for purchase the notes validly tendered, funded by proceeds from the Company’s June 2025 unsecured notes issuance. In connection with the internal reorganization, Rocket Mortgage, LLC assumed all remaining notes that were not validly tendered.





16
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
Furthermore, subsequent to September 30, 2025, the Company redeemed all of Nationstar Mortgage Holdings Inc.’s $500,000 aggregate principal amount of 5.000% Senior Notes due 2026, $600,000 aggregate principal amount of 6.000% Senior Notes due 2027, and $850,000 aggregate principal amount of 5.500% Senior Notes due 2028, funded by proceeds from the Company’s June 2025 unsecured notes issuance.

3. 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.

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, 2025 or December 31, 2024.

Money market funds — Money market funds are highly liquid and are valued using quoted market prices for identical assets in active markets, which are classified as Level 1.

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: (i) 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, and (ii) recent observable market trades from similar loans, adjusted for credit risk and other individual loan characteristics. 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 internal models using assumptions at the measurement date that a market participant would use.

Derivative assets and liabilities — 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. 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. The Company’s Treasury futures are valued based on quoted prices for similar assets in an active market with inputs that are observable and are classified within Level 1 of the valuation hierarchy.

MSRs — The fair value of MSRs is determined using an internal 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 and contractual servicing fee income, among others. MSRs are classified as Level 3.




17
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

Investment securities — Investment securities are trading debt securities that are recorded at fair value using observable market prices for similar securities or identical securities that are traded in less active markets, which are classified as Level 2 and include highly rated municipal, government and corporate bonds.

Non-mortgage loans held for sale — Non-mortgage loans held for sale are personal loans. The fair value of non-mortgage loans is determined using an internal valuation model that calculates the present value of estimated net future cash flows. Non-mortgage loans are classified as Level 3.

Assets and Liabilities of the consolidated CFE — Assets and liabilities represent non-mortgage loans and investment debt certificates at the consolidated CFE, respectively. The Company has elected the fair value option and to measure both the assets and liabilities of the consolidated CFE using the more observable of the fair value of the financial assets or the fair value of the financial liabilities. The Company determined inputs to the fair value measurement of the financial assets to be more observable. The fair value of the assets and liabilities of the consolidated CFE are determined using an internal valuation model that calculates the present value of estimated net future cash flows and are classified as Level 3. The net equity in the consolidated CFE represents the fair value of the Company’s beneficial interest in the entity.

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, 2025 or the year ended December 31, 2024.





18
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
Level 1 Level 2 Level 3 Total
Balance at September 30, 2025
Assets:
Cash and cash equivalents:
Money market funds $ 69,164  $ —  $ —  $ 69,164 
Mortgage loans held for sale (1)
—  11,426,376  231,419  11,657,795 
Derivative assets:
IRLCs
 —  —  317,583  317,583 
Forward commitments —  11,976  —  11,976 
MSRs —  —  7,364,129  7,364,129 
Other assets:
Investment securities —  42,518  —  42,518 
Non-mortgage loans held for sale —  —  426,237  426,237 
Assets of the consolidated CFE —  —  180,310  180,310 
Total assets $ 69,164  $ 11,480,870  $ 8,519,678  $ 20,069,712 
Liabilities:
Derivative liabilities:
Forward commitments
 $ —  $ 65,211  $ —  $ 65,211 
Other liabilities:
Liabilities of the consolidated CFE —  —  148,668  148,668 
Total liabilities $ —  $ 65,211  $ 148,668  $ 213,879 
Balance at December 31, 2024
Assets:
Mortgage loans held for sale (1)
 $ —  $ 8,778,087  $ 242,089  $ 9,020,176 
Derivative assets:
IRLCs —  —  103,101  103,101 
Forward commitments —  89,332  —  89,332 
MSRs —  —  7,633,371  7,633,371 
Other assets:
Investment securities —  40,841  —  40,841 
Non-mortgage loans held for sale —  —  261,702  261,702 
Assets of the consolidated CFE —  —  112,238  112,238 
Total assets $ —  $ 8,908,260  $ 8,352,501  $ 17,260,761 
Liabilities:
Derivative liabilities:
Forward commitments
 $ —  $ 11,209  $ —  $ 11,209 
Other liabilities:
Liabilities of the consolidated CFE —  —  92,650  92,650 
Total liabilities $ —  $ 11,209  $ 92,650  $ 103,859 
(1)    As of September 30, 2025 and December 31, 2024, $93.9 million and $114.5 million, respectively, of unpaid principal balance of the Level 3 mortgage loans held for sale were 90 days or more delinquent and were considered in non-accrual status. The fair value of these Level 3 mortgage loans held for sale was $79.4 million and $99.7 million as of September 30, 2025 and December 31, 2024, respectively.





19
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
The following tables present the quantitative information about material recurring Level 3 fair value financial instruments and the fair value measurements as of:
September 30, 2025 December 31, 2024
Unobservable Input Range Weighted Average Range Weighted Average
Mortgage loans held for sale
Model pricing
70.0% - 103.8%
 88.9  %
69.3% - 103.6%
 89.0  %
IRLCs
Pull-through probability
0.0% - 100.0%
 75.4  %
0.0% - 100.0%
 73.2  %
MSRs
Discount rate
9.5% - 12.5%
 9.9  %
9.5% - 12.5%
 9.9  %
Conditional prepayment rate
6.7% - 54.6%
 8.1  %
6.7% - 21.8%
 7.6  %
Non-mortgage loans held for sale
Discount rate
7.3% - 9.3%
 7.3  %
8.0% - 9.3%
 8.1  %
Assets and Liabilities of the consolidated CFE
Discount rate
7.3% - 7.3%
 7.3  %
8.0% - 8.0%
 8.0  %




20
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
The table below presents a reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis for the three and nine months ended September 30, 2025 and 2024. Mortgage servicing rights are also classified as a Level 3 asset measured at fair value on a recurring basis and its reconciliation is found in Note 4, Mortgage Servicing Rights.
Mortgage
Loans
Held for Sale
 IRLCs
Non-Mortgage Loans
Held for Sale
Assets of the consolidated CFE
Liabilities of the consolidated CFE
Balance at June 30, 2025 $ 252,479  $ 304,543  $ 469,167  $ 214,798  $ 182,173 
Acquired in business combination
 2,294  4,958  —  —  — 
Transfers in (1)
 180,591  —  123,140  48  (1,710)
Transfers out/principal reductions (1)
 (199,713) —  (162,891) (29,283) (31,795)
Net transfers and revaluation gains —  8,082  —  —  — 
Total losses included in Net loss for assets held at the end of the reporting date (4,232) —  (3,179) (5,253) — 
Balance at September 30, 2025 $ 231,419  $ 317,583  $ 426,237  $ 180,310  $ 148,668 
Balance at June 30, 2024 $ 351,853  $ 170,381  $ 269,460  $ —  $ — 
Transfers in (1)
 104,668  —  72,406  63,881  53,804 
Transfers out/principal reductions (1)
 (169,435) —  (91,071) (2,774) (2,774)
Net transfers and revaluation gains —  57,823  —  —  — 
Total gains included in Net loss for assets held at the end of the reporting date 9,209  —  86  —  — 
Balance at September 30, 2024 $ 296,295  $ 228,204  $ 250,881  $ 61,107  $ 51,030 
Balance at December 31, 2024
 $ 242,089  $ 103,101  $ 261,702  $ 112,238  $ 92,650 
Acquired in business combination
 2,294  4,958  —  —  — 
Transfers in (1)
 478,283  —  421,247  156,219  123,488 
Transfers out/principal reductions (1)
 (468,234) —  (248,414) (78,352) (67,470)
Net transfers and revaluation gains —  209,524  —  —  — 
Total losses included in Net loss for assets held at the end of the reporting date (23,013) —  (8,298) (9,795) — 
Balance at September 30, 2025 $ 231,419  $ 317,583  $ 426,237  $ 180,310  $ 148,668 
Balance at December 31, 2023
 $ 438,518  $ 132,870  $ 163,018  $ —  $ — 
Transfers in (1)
 322,404  —  236,845  63,881  53,804 
Transfers out/principal reductions (1)
 (464,972) —  (147,479) (2,774) (2,774)
Net transfers and revaluation gains —  95,334  —  —  — 
Total gains (losses) included in Net loss for assets held at the end of the reporting date 345  —  (1,503) —  — 
Balance at September 30, 2024 $ 296,295  $ 228,204  $ 250,881  $ 61,107  $ 51,030 
(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 or transferred to third parties and loans paid in full.





21
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
Fair Value Option

The following is the estimated fair value and UPB of mortgage loans held for sale, non-mortgage loans held for sale and assets of the consolidated CFE that have contractual principal amounts and for which the Company has elected the fair value option. The fair value option was elected for these assets as the Company believes fair value best reflects their expected future economic performance:
Fair Value Principal Amount Due Upon Maturity
Difference (1)
Balance at September 30, 2025
Mortgage loans held for sale $ 11,657,795  $ 11,311,740  $ 346,055 
Non-mortgage loans held for sale 426,237  427,966  (1,729)
Assets of the consolidated CFE
 180,310  181,737  (1,427)
Balance at December 31, 2024
Mortgage loans held for sale $ 9,020,176  $ 8,889,199  $ 130,977 
Non-mortgage loans held for sale 261,702  268,877  (7,175)
Assets of the consolidated CFE 112,238  112,370  (132)
(1)    Represents the amount of gains (losses) included in Gain on sale of loans, net for Mortgage loans held for sale and Other income for Non-mortgage loans held for sale and Assets of the consolidated CFE on the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss), 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, Loans subject to repurchase right from Ginnie Mae, Funding facilities and Other financing 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, 2025 December 31, 2024
Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value
Convertible Senior Notes, matured 10/15/2025
 $ 73,549  $ 73,465  $ —  $ — 
Senior Notes, due 10/15/2026 1,147,715  1,127,081  1,146,001  1,091,385 
Convertible Senior Notes, due 4/1/2027 460,825  467,677  —  — 
Senior Notes, due 1/15/2028 61,696  60,515  61,596  58,912 
Senior Notes, due 3/1/2029 746,576  716,138  745,823  680,295 
Senior Notes, due 8/1/2030 1,980,318  2,054,680  —  — 
Senior Notes, due 3/1/2031 1,242,678  1,168,625  1,241,663  1,093,100 
Senior Notes, due 8/1/2033 1,979,900  2,067,420  —  — 
Senior Notes, due 10/15/2033 844,371  776,628  843,843  708,195 
Total Senior Notes, net $ 8,537,628  $ 8,512,229  $ 4,038,926  $ 3,631,887 
The fair value of Senior Notes was calculated using the observable bond price at September 30, 2025 and December 31, 2024, respectively. The Senior Notes are classified as Level 2 in the fair value hierarchy.





22
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
4. 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 an internal 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 and contractual servicing fee income, among others.

The following table summarizes changes to the MSR assets:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Fair value, beginning of period $ 7,566,632  $ 7,162,690  $ 7,633,371  $ 6,439,787 
Acquired in business combination 2,494  —  2,494  — 
MSRs originated 385,692  337,702  993,644  906,044 
MSRs sales (105,435) (104,206) (305,006) (229,945)
MSRs purchases —  310,536  223,579  641,774 
Changes in fair value (1)
Due to changes in valuation model inputs or assumptions
 (182,929) (681,955) (467,321) (379,598)
Due to collection/realization of cash flows (302,325) (214,100) (716,632) (567,395)
Total changes in fair value (485,254) (896,055) (1,183,953) (946,993)
Fair value, end of period $ 7,364,129  $ 6,810,667  $ 7,364,129  $ 6,810,667 
(1)    Reflects changes in market interest rates and assumptions, including discount rates and prepayment speeds, and the gains or losses on sales of MSRs during the applicable period. It does not include the change in fair value of derivatives that economically hedge MSRs or the effects of contractual prepayment protection resulting from sales or purchases of MSRs.

The Company retains the right to service a majority of these loans upon sale through ownership of servicing rights. The total UPB of mortgage loans serviced, excluding subserviced loans, at September 30, 2025 and December 31, 2024 was $537,972,166 and $525,517,829, respectively. The portfolio primarily consists of high-quality performing agency and government (FHA and VA) loans. As of September 30, 2025 and December 31, 2024, delinquent loans (defined as 60-plus days past-due) were 1.41% and 1.54%, respectively, of our total portfolio.

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, 2025 December 31, 2024
Discount rate 9.9  % 9.9  %
Prepayment speeds 8.1  % 7.6  %
Life (in years) 7.55 7.82
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.





23
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
The following sensitivity analysis shows the potential impact on the fair value of the Company’s MSRs based on hypothetical changes in key assumptions, including the discount rate and prepayment speeds:
Discount Rate Prepayment Speeds
100 BPS
Adverse Change
200 BPS
Adverse Change
10%
Adverse Change
20%
Adverse Change
September 30, 2025
Mortgage servicing rights
 $ (316,669) $ (610,427) $ (244,327) $ (479,119)
December 31, 2024
Mortgage servicing rights $ (332,019) $ (636,988) $ (202,607) $ (416,387)

5. Mortgage Loans Held for Sale

The Company sells substantially all of its originated mortgage loans into the secondary market. Mortgage loans held for sale are loans originated that are expected to be sold into the secondary market. Below is a roll forward of the activity in mortgage loans held for sale:
Nine Months Ended September 30,
2025 2024
Balance at the beginning of period $ 9,020,176  $ 6,542,232 
Acquired in business combination 164,900  — 
Disbursements of mortgage loans held for sale 81,426,933  72,075,853 
Proceeds from sales of mortgage loans held for sale (80,431,863) (68,853,271)
Gain on sale of mortgage loans excluding fair value of other financial instruments, net (1)
 1,477,649  1,213,445 
Balance at the end of period
 $ 11,657,795  $ 10,978,259 
(1)    The Gain on sale of loans excluding fair value of MSRs, net on the Condensed Consolidated Statements of Cash Flows includes income related to interest rate lock commitments, forward commitments and provision 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 associated with these loans to be minimal as it holds the loans for a short period of time, which for the nine months ended September 30, 2025 is generally less than 45 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.

6. Borrowings

The Company maintains various funding facilities, financing facilities and unsecured senior notes, as shown in the tables below. Interest rates typically have two main components; a base rate - most commonly SOFR, which is sometimes subject to a minimum floor, plus a spread. Some funding facilities have a commitment fee, which can be up to 50 basis points 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, 2025 and December 31, 2024.





24
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
The amount owed and outstanding on the Company’s loan funding facilities fluctuates 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 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. Buy-down funds are included in Cash and cash equivalents on the Condensed Consolidated Balance Sheets. We have the ability to withdraw these funds at any time, unless a margin call has been made or a default has occurred under the relevant facilities. We will also deploy cash to self-fund loan originations, a portion of which can be transferred to a mortgage loan funding facility 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 45 days.

The terms of the Senior Notes restrict our ability and the ability of our subsidiary guarantors among other things to: (1) merge, consolidate or sell, transfer or lease assets and; (2) create liens on assets.





25
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
Funding Facilities
Facility Type Collateral Maturity Line Amount Committed Line Amount
Outstanding Balance as of September 30,
 2025
Outstanding Balance as of December 31, 2024
Mortgage Loan funding:
1) Master Repurchase Agreement (1)(9)
Mortgage loans held for sale
 9/16/2027 $ 1,000,000  $ 100,000  $ 880,392  $ 406,484 
2) Master Repurchase Agreement (2)(9)
Mortgage loans held for sale
 N/A N/A N/A —  10,853 
3) Master Repurchase Agreement (3)(9)
Mortgage loans held for sale
 7/24/2026 1,500,000  250,000  673,455  252,133 
4) Master Repurchase Agreement (9)
Mortgage loans held for sale
 10/1/2026 2,500,000  250,000  2,256,969  601,904 
5) Master Repurchase Agreement (4)(9)
Mortgage loans held for sale
 12/10/2026 1,500,000  250,000  282,227  106,686 
6) Master Repurchase Agreement (9)
Mortgage loans held for sale
 9/3/2027 1,000,000  100,000  710,249  764,342 
7) Master Repurchase Agreement (9)
Mortgage loans held for sale
 12/23/2026 1,500,000  100,000  1,369,656  1,400,097 
8) Master Repurchase Agreement (5)(9)
Mortgage loans held for sale
 6/11/2027 3,000,000  250,000  1,189,036  1,015,035 
9) Master Repurchase Agreement (9)
Mortgage loans held for sale
 6/11/2027 1,000,000  100,000  909,298  730,410 
10) Master Repurchase Agreement (9)
Mortgage loans held for sale
 10/2/2026 1,500,000  200,000  1,380,745  566,905 
$ 14,500,000  $ 1,600,000  $ 9,652,027  $ 5,854,849 
Mortgage Loan Early Funding:
11) Early Funding Facility (6)(9)
Mortgage loans held for sale
(6)
 $ 5,000,000  $ —  $ 406,380  $ 402,462 
12) Early Funding Facility (7)(9)
Mortgage loans held for sale
(7)
 2,000,000  —  169,843  290,475 
$ 7,000,000  $ —  $ 576,223  $ 692,937 
Total Mortgage Funding Facilities $ 21,500,000  $ 1,600,000  $ 10,228,250  $ 6,547,786 
Personal Loan funding:
13) Revolving Credit and Security Agreement (8)(10)
Personal loans held for sale
 N/A N/A N/A $ —  $ 160,400 
14) Revolving Credit and Security Agreement (10)
Personal loans held for sale
 8/19/2027 200,000  200,000  167,427  — 
15) Credit and Security Agreement (10)
Personal loans held for sale
 3/5/2029 12,471  12,471  12,471  — 
16) Revolving Credit and Security Agreement(10)
Personal loans held for sale
 12/20/2026 175,000  175,000  98,268  — 
17) Revolving Credit and Security Agreement(10)
Personal loans held for sale
 3/27/2028 300,000  100,000  16,672  — 
Total Personal Loan Funding Facilities $ 687,471  $ 487,471  $ 294,838  $ 160,400 
Total Funding Facilities $ 22,187,471  $ 2,087,471  $ 10,523,088  $ 6,708,186 
(1)    This facility also includes a $150,000 sublimit for early buy out financing; capacity is fully fungible and is not restricted by these allocations.

(2)    This facility was voluntarily terminated in June 2025.





26
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
(3)    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. Subsequent to September 30, 2025, this facility was extended to October 27, 2026.

(4)    This facility also includes a $1,500,000 sublimit for MSR financing; capacity is fully fungible and is not restricted by these allocations.

(5)    This facility is a sublimit of Early Buy out Financing Facility 6, found below in Financing Facilities. Refer to Subfootnote 4, Financing Facilities for additional details regarding this facility.

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

(7)    This facility will be 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.

(8)    This facility was voluntarily terminated in March 2025.

(9)    The interest rates charged by lenders on mortgage funding facilities included the applicable base rate plus a spread ranging from 1.00% to 1.63% for the nine months ended September 30, 2025 and 1.00% to 1.80% for the year ended December 31, 2024.

(10)    The interest rates charged by lenders on personal loan funding facilities included the applicable base rate plus a spread ranging from 0.80% to 2.30% for the nine months ended September 30, 2025 and 1.15% for the year ended December 31, 2024.

Financing Facilities
Facility Type Collateral Maturity Line Amount Committed Line Amount
Outstanding Balance as of September 30,
 2025
Outstanding Balance as of December 31, 2024
Line of Credit Financing Facilities
1) Unsecured line of credit (1)
 — N/A N/A N/A $ —  $ — 
2) Unsecured line of credit (1)
 — N/A N/A N/A —  — 
3) Revolving credit facility (2)(6)
 — 7/3/2028 1,150,000  1,150,000  —  — 
4) MSR line of credit (6)
 MSRs 11/7/2025 500,000  —  —  — 
5) MSR line of credit (3)(6)
 MSRs 12/10/2026 1,500,000  250,000  —  — 
$ 3,150,000  $ 1,400,000  $ —  $ — 
Early Buyout Financing Facility
6) Early buy out facility (4)(6)
 Loans/ Advances 6/11/2027 $ 3,000,000  $ 250,000  $ 54,589  $ 92,949 
7) Early buy out facility (5)(6)
 Loans/ Advances 9/16/2027 150,000  100,000  —  — 
$ 3,150,000  $ 350,000  $ 54,589  $ 92,949 
(1)    Refer to Note 7, Transactions with Related Parties for additional details regarding this unsecured line of credit. These facilities were voluntarily terminated in June 2025.

(2)    Subsequent to September 30, 2025, upon satisfaction of certain conditions specified in the agreement governing this facility, including the closing of the Mr. Cooper Acquisition among other things, this facility upsized to $2,300,000.

(3)    This facility is a sublimit of Master Repurchase Agreement 5, found above in Funding Facilities. Refer to Subfootnote 4, Funding Facilities for additional details regarding this financing facility.

(4)    This facility includes a $3,000,000 sublimit for newly originated mortgage loans held for sale; capacity is fully fungible and is not restricted by these allocations.




27
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

(5)    This facility is a sublimit of Master Repurchase Agreement 1, found above in Funding Facilities. Refer to Subfootnote 1, Funding Facilities for additional details regarding this financing facility.

(6)    The interest rates charged by lenders on the financing facilities included the applicable base rate, plus a spread ranging from 1.45% to 3.25% for the nine months ended September 30, 2025 and the year ended December 31, 2024.

Unsecured Senior Notes
Facility Type Maturity Interest Rate
Outstanding
Principal
September 30,
2025
Outstanding
Principal December 31, 2024
Unsecured Convertible Senior Notes (1)
 10/15/2025 —  % $ 73,759  $ — 
Unsecured Senior Notes (2)
 10/15/2026 2.875  % 1,150,000  1,150,000 
Unsecured Convertible Senior Notes (3)
 4/1/2027 0.500  % 503,106  — 
Unsecured Senior Notes (4)
 1/15/2028 5.250  % 61,985  61,985 
Unsecured Senior Notes (5)
 3/1/2029 3.625  % 750,000  750,000 
Unsecured Senior Notes (6)
 8/1/2030 6.125  % 2,000,000  — 
Unsecured Senior Notes (7)
 3/1/2031 3.875  % 1,250,000  1,250,000 
Unsecured Senior Notes (8)
 8/1/2033 6.375  % 2,000,000  — 
Unsecured Senior Notes (9)
 10/15/2033 4.000  % 850,000  850,000 
Total Senior Notes
 $ 8,638,850  $ 4,061,985 
Weighted Average Interest Rate 4.61  % 3.59  %
(1)    The 2025 Convertible Senior Notes were unsecured obligation notes with no asset required to pledge for this borrowing. For the three months ended September 30, 2025, the contractual interest expense incurred was zero. Subsequent to September 30, 2025, these notes matured and were settled in cash in accordance with their terms.

(2)    The 2026 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs are presented net against the Senior Notes reducing the $1,150,000 carrying amount on the Condensed Consolidated Balance Sheets by $2,285 and $3,999 as of September 30, 2025 and December 31, 2024, respectively.

(3)    The 2027 Convertible Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. For the three months ended September 30, 2025, the contractual interest expenses incurred was $629. The effective interest rate on the 2027 Convertible Senior Notes is 0.55%. The 2027 Convertible Senior Notes are convertible to cash, shares of the Company's common stock, or a combination thereof, at our election. The conversion rate is 8.47 shares of common stock per $1 principal amount.

(4)    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 $61,985 carrying amount on the Condensed Consolidated Balance Sheets by $158 and $131 as of September 30, 2025, respectively, and $212 and $177, as of December 31, 2024, respectively.

(5)    The 2029 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs are presented net against the Senior Notes reducing the $750,000 carrying amount on the Condensed Consolidated Balance Sheets by $3,424 and $4,177 as of September 30, 2025 and December 31, 2024, respectively.

(6)    The 2030 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs are presented net against the Senior Notes reducing the $2,000,000 carrying amount on the Condensed Consolidated Balance Sheets by $19,682 as of September 30, 2025.





28
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
(7)    The 2031 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs are presented net against the Senior Notes reducing the $1,250,000 carrying amount on the Condensed Consolidated Balance Sheets by $7,322 and $8,337 as of September 30, 2025 and December 31, 2024, respectively.

(8)    The 2033 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs are presented net against the Senior Notes reducing the $2,000,000 carrying amount on the Condensed Consolidated Balance Sheets by $20,100 as of September 30, 2025.

(9)    The 2033 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs are presented net against the Senior Notes reducing the $850,000 carrying amount on the Condensed Consolidated Balance Sheets by $5,629 and $6,157 as of September 30, 2025 and December 31, 2024, respectively.

Refer to Note 2, Acquisitions for information pertaining to the completed redemptions, tender offers, par call, exchange offers and consent solicitations subsequent to September 30, 2025, in connection with the Mr. Cooper Acquisition.

Refer to Note 3, Fair Value Measurements for information pertaining to the fair value of the Company’s debt as of September 30, 2025 and December 31, 2024.

Bridge Loan Commitment

The consummation of the Mr. Cooper Acquisition triggered change of control provisions in the Mr. Cooper unsecured senior notes that required Mr. Cooper or a third party, shortly after the closing of the Mr. Cooper Acquisition, to offer to repay such indebtedness. Consequently, Rocket entered into a commitment letter, dated as of March 31, 2025, with commitment parties, pursuant to which the parties have committed to provide a 364-day senior unsecured bridge term loan facility (the “Bridge Facility”) with capacity of up to $4.95 billion.

On June 5, 2025, Rocket entered into a Purchase Agreement with certain purchasers, pursuant to which Rocket obtained on June 20, 2025 permanent financing in the form of $2.0 billion aggregate principal amount of 6.125% senior notes due 2030 and $2.0 billion aggregate principal amount of 6.375% senior notes due 2033. As a result, the Bridge Facility commitment amount was reduced to $950 million.

On August 15, 2025, the Bridge Facility commitment was reduced to zero and the facility was terminated upon satisfaction of the conditions related to the Mr. Cooper debt tender offers, exchange offers, and consent solicitations. The Company incurred $38.3 million in debt financing fees, which is fully recognized in Interest and amortization expense on non-funding debt for the nine months ended September 30, 2025.

7. 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

During the period ended June 30, 2025, the Company terminated two lines of credit with RHI. The lines of credit had a borrowing capacity of $2,000,000 (“RHI Line of Credit”) and $100,000 (“RHI 2nd Line of Credit”), respectively. The Company did not draw on the lines and there were no outstanding amounts due as of June 30, 2025 and December 31, 2024. Refer to the 2024 Form 10-K for further details regarding these financing arrangements.





29
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
RHI and RTIC were parties to a surplus debenture, effective as of December 28, 2015, and as further amended and restated on July 31, 2023 (the “RHI/RTIC Debenture”), pursuant to which RTIC was indebted to RHI for an aggregate principal amount of $21,500. Interest under the RHI/RTIC Debenture accrued at an annual rate of 8%. Principal and interest under the RHI/RTIC Debenture were due and payable quarterly, in each case subject to RTIC achieving a certain amount of surplus and payments of all interest before principal payments began. RTIC repaid an aggregate of zero and $429 for the three months ended September 30, 2025 and 2024, respectively and $28,792 and $1,291 for the nine months ended September 30, 2025 and 2024, respectively. The total amount of interest accrued was zero and $434 for the three months ended September 30, 2025 and 2024, respectively and $278 and $1,291 for the nine months ended September 30, 2025 and 2024, respectively. The aggregate amount due to RHI was paid in full on February 28, 2025 and the RHI/RTIC Debenture was terminated. The aggregate amount outstanding due to RHI was $28,514 as of December 31, 2024.

The Notes receivable and due from affiliates was $17,433 and $14,245 as of September 30, 2025 and December 31, 2024, respectively. The Notes payable and due to affiliates was $2,839 and $31,280 as of September 30, 2025 and December 31, 2024, respectively.

Services, Products and Other Transactions

We have entered into transactions and agreements to provide certain services to Related Parties. We recognized revenue of $915 and $1,450 for the three months ended September 30, 2025 and 2024, respectively and $3,464 and $4,710 for the nine months ended September 30, 2025 and 2024, respectively, for the performance of these services, which was included in Other income on the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). We have also entered into transactions and agreements to purchase certain services, products and other transactions from Related Parties. We incurred expenses of $619 and $801, which are included in Salaries, commissions and team member benefits; $7,623 and $13,142, which are included in General and administrative expenses; and $3,153 and $2,813, which are included in Marketing and advertising expenses, for the three months ended September 30, 2025 and 2024, respectively, on the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). We incurred expenses of $1,964 and $2,210, which are included in Salaries, commissions and team member benefits; $30,625 and $37,975, which are included in General and administrative expenses; and $9,212 and $8,115, which are included in Marketing and advertising expenses, for the nine months ended September 30, 2025 and 2024, respectively, on the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).

The Company has also entered into a Tax Receivable Agreement with related parties as described further in Note 8, Income Taxes.

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 related to these arrangements of $19,081 and $18,550 for the three months ended September 30, 2025 and 2024, respectively and $56,151 and $56,848 for the nine months ended September 30, 2025 and 2024, respectively. These amounts are included in General and administrative expenses on the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).

8. Income Taxes

The Company had an income tax benefit of $60,342 on Loss before income taxes of $184,196 and an income tax benefit of $15,895 on Loss before income taxes of $497,319 for the three months ended September 30, 2025 and 2024, respectively. The Company had an income tax benefit of $80,826 on Loss before income taxes of $383,037 and an income tax expense of $5,878 on Loss before income taxes of $6,907 for the nine months ended September 30, 2025 and 2024, 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, changes in its deferred tax rate, valuation allowances for deferred tax benefits the Company does not believe are more likely than not to be realized and changes in the assessment of the realizability of certain deferred tax benefits.





30
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
Rocket Limited Partnership is a partnership for U.S. federal tax purposes and in most applicable jurisdictions for state and local income tax purposes. As a partnership, Rocket Limited Partnership is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Rocket Limited Partnership is passed through and included in the taxable income or loss of its members, including Rocket Companies, in accordance with the terms of the limited partnership agreement of Rocket Limited Partnership. 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 Rocket Limited Partnership.

Redfin is a direct subsidiary of Rocket Companies and as a C Corporation would be included in the Rocket Companies consolidated federal tax return after the acquisition. Redfin is subject to state and local income taxes. Included within Redfin's opening balance sheet is $21,363 of uncertain tax positions related to prior year tax positions that have been netted against their deferred tax asset on the opening balance sheet.

Prior to the Up-C Collapse, Rocket Companies owned only a portion of Holdings Units. Through the Up-C Collapse and conversion of Holdings to Rocket Limited Partnership, Rocket Companies acquired the Limited Partnership interests ("LP Units") held by Rocket Companies’ chairman and RHI ("LLC Members") which have a book basis that is higher than the tax basis in the investment of Holdings. As of June 30, 2025, the date of the Up-C Collapse, this basis difference decreased the Company’s Deferred tax asset, net of valuation allowance by $397,069 and increased the Company’s Deferred tax liability by $831,772, resulting in a corresponding adjustment to Additional paid-in capital of $1,228,841 as a direct result of the transaction. After the Up-C Collapse and the conversion of Holdings to Rocket Limited Partnership, the Company holds, indirectly, 100% of the voting and economic interests of Rocket Limited Partnership.

Several subsidiaries of Rocket Limited Partnership, such as Rocket Mortgage, Rocket Close and other subsidiaries, are single member LLC entities. As single member LLCs of Rocket Limited Partnership, all taxable income or loss generated by these subsidiaries passes through and is included in the income or loss of Rocket Limited Partnership. A provision for state and local income taxes is required for certain jurisdictions that tax single member LLCs as regarded entities. Other subsidiaries of Rocket Limited Partnership, such as Rocket Title Insurance Company, LMB Mortgage Services and others, are treated as C Corporations and separately file and pay taxes apart from Rocket Limited Partnership in various jurisdictions including U.S. federal, state, local and Canada.

Tax Receivable Agreement

The Company has a Tax Receivable Agreement (the “Tax Receivable Agreement”) with the LLC Members (or their transferees or other assignees) that will obligate the Company to make payments to the LLC Members (or their transferees or other assignees) generally equal to 90% of the applicable cash tax savings that the Company actually realizes or in some cases is 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 from the LLC Members (or their transferees of Holdings Units or other assignees), (b) exchanges by the LLC Members (or their transferees of Holdings Units or other assignees) of Holdings Units for cash or shares 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 will retain the benefit of the remaining 10% of these tax savings.

As part of the Up-C Collapse, the Tax Receivable Agreement between the Company and the LLC Members was amended. The Tax Receivable Agreement was amended to not apply to any exchanges, including for the avoidance of doubt, any Holdings Units exchanged as part of the Up-C Collapse, that occur on or following March 9, 2025. RHI contributed its rights to receive payments under the Tax Receivable Agreement in respect of RHI’s prior exchanges to RHI II, LLC, and RHI II, LLC completed a joinder to the Tax Receivable Agreement and became party to the Tax Receivable Agreement.

A payment of $749 was made to the LLC Members pursuant to the Tax Receivable Agreement during the nine months ended September 30, 2025. No payment was made to the LLC Members pursuant to the Tax Receivable Agreement during the three months ended September 30, 2025 and the three and nine months ended September 30, 2024.

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.




31
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)

Tax Distributions

Prior to the Up-C Collapse, the holders of Holdings Units, including Rocket Companies Inc., incurred U.S. federal, state and local income taxes on their share of any taxable income of Holdings. The operating agreement of Holdings provided 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 were computed based on Holdings’ estimated taxable income, multiplied by an assumed tax rate as set forth in the operating agreement of Holdings. As a result of the Up-C Collapse and the conversion of Holdings to Rocket Limited Partnership, the Company holds, indirectly, 100% of the voting and economic interests of Rocket Limited Partnership and will be taxed on all taxable income at Rocket Limited Partnership. Any future tax distributions after the Up-C Collapse would remain within the consolidated financial reporting group.

For the three and nine months ended September 30, 2025, Holdings paid tax distributions totaling zero and $113,822, respectively, to holders of Holdings Units other than Rocket Companies. For the three and nine months ended September 30, 2024, Holdings paid tax distributions totaling $30 and $14,222, respectively, to holders of Holdings Units other than Rocket Companies.

9. Derivative Financial Instruments

Derivative instruments are used as part of the overall strategy to manage exposure to interest rate risks related to mortgage loans held for sale and IRLCs (“the pipeline”) and the MSR portfolio. The Company economically hedges the pipeline separately from the MSR portfolio primarily using third-party derivative instruments. Such derivative instruments utilized by the Company include IRLCs, Forward commitments and Treasury futures. The Company’s derivative instruments are not designated as accounting hedging instruments, and therefore, changes in fair value are recorded in current period Net loss. Hedging gains and losses are included in Gain on sale of loans, net and Change in fair value of MSRs in the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).

Net hedging gains and (losses) were as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Hedging losses (1)
 $ (91,969) $ (289,120) $ (200,681) $ (145,036)
(1)    Includes the change in fair value related to derivatives economically hedging MSRs, including those identified for sale.

Refer to Note 3, 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, 2025:
IRLCs, net of loan funding probability (1)
 $ 13,990,952  $ 317,583  $ — 
Forward commitments (2)
 21,842,921  11,976  65,211 
Balance at December 31, 2024:
IRLCs, net of loan funding probability (1)
 $ 5,094,135  $ 103,101  $ — 
Forward commitments (2)
 12,826,939  89,332  11,209 
(1)    IRLCs are also discussed in Note 10, Commitments and Contingencies.

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





32
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
Counterparty agreements for Forward commitments and Treasury futures contain master netting agreements. The table below presents the gross amounts of recognized assets and liabilities subject to master netting agreements. Margin cash is cash that is exchanged by counterparties to be held as collateral related to these derivative financial instruments. Margin cash held on behalf of counterparties is recorded in Cash and cash equivalents, and the related liability is classified in Other liabilities in the Condensed Consolidated Balance Sheets. Margin cash pledged to counterparties is excluded from Cash and cash equivalents and instead recorded in Other assets as a margin call receivable from counterparties in the Condensed Consolidated Balance Sheets. The Company had $48,521 and zero of margin cash pledged to counterparties related to these Forward commitments at September 30, 2025 and December 31, 2024, respectively. As of September 30, 2025 and December 31, 2024, there was $8,474 and $63,377 of margin cash held on behalf of counterparties related to these Forward commitments and Treasury futures, respectively.
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, 2025:
Forward commitments $ 18,167  $ (6,191) $ 11,976 
Balance at December 31, 2024:
Forward commitments $ 117,730  $ (28,398) $ 89,332 
Offsetting of Derivative Liabilities
Balance at September 30, 2025:
Forward commitments $ (128,664) $ 63,453  $ (65,211)
Balance at December 31, 2024:
Forward commitments $ (13,487) $ 2,278  $ (11,209)

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.

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, 2025 and 2024.

10. Commitments and Contingencies

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.





33
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
The number of days from the date of the IRLC to expiration of fixed and variable rate lock commitments outstanding at September 30, 2025 and December 31, 2024 was 41 days, on average.

The UPB of IRLCs was as follows:
September 30, 2025 December 31, 2024
Fixed Rate Variable Rate Fixed Rate Variable Rate
IRLCs $ 17,262,378  $ 1,286,025  $ 6,562,026  $ 393,175 

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, 2025 and December 31, 2024 was $1,870,417 and $1,120, 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 $604,647 and $162,610 of loans committed to be sold servicing released at September 30, 2025 and December 31, 2024, respectively.

Investor Reserves

The following presents the activity in the investor reserves:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Balance at beginning of period $ 98,082  $ 94,362  $ 99,998  $ 92,389 
Acquired in business combination 2,071  —  2,071  — 
Provision for investor reserves
 3,206  11,204  5,822  29,872 
Realized losses (4,634) (6,486) (9,166) (23,181)
Balance at end of period $ 98,725  $ 99,080  $ 98,725  $ 99,080 

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.

Purchase Commitments

Future purchase commitments include various non-cancelable agreements primarily related to our apps and websites, cloud computing services and certain marketing arrangements. As of September 30, 2025, future purchase commitments primarily span a four year period and aggregate to $904,107 in total.





34
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
Escrow Deposits

As a service to its clients, the Company administers escrow deposits representing undisbursed amounts received for payment of property taxes, insurance, funds for title services, principal and interest on loans held for sale. Cash held by the Company for property taxes, insurance and settlement funds for title services was $6,642,293 and $3,915,456 and for principal and interest was $5,141,646 and $3,386,251 at September 30, 2025 and December 31, 2024, 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.

Tax Receivable Agreement

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

Legal

Rocket Companies, through its subsidiaries, engages in, among other things, mortgage lending, title and settlement services and other financial technology services and products. 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 attorneys general; state and federal lawsuits and putative collective and 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.

As of September 30, 2025 we have no material reserves recorded related to potential damages in connection with legal proceedings. The ultimate outcome of legal and administrative proceedings, including any monetary awards against Rocket Companies or one or more of its subsidiaries, is uncertain and there can be no assurance as to the amount of any such potential awards. Rocket Companies and its subsidiaries will incur defense costs and other expenses in connection with these proceedings. Plus, if a judgment for money that exceeds specified thresholds is rendered against Rocket Companies or any of its subsidiaries and it or they fail to timely pay, discharge, bond or obtain a stay of execution of such judgment, it is possible that one or more of the companies could be deemed in default of loan funding facilities and other agreements governing indebtedness. If the final resolution in one or more of these proceedings is unfavorable, it could have a material adverse effect on the business, liquidity, financial condition, cash flows, and results of operations of Rocket Companies.

11. Regulatory Minimum Net Worth, Capital Ratio and Liquidity Requirements

Certain secondary market investors and state regulators require the Company to maintain minimum net worth, liquidity 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 certain minimum net worth, capital ratio and liquidity requirements and risk-based capital ratio established by the Federal Housing Finance Agency (“FHFA”) for Fannie Mae and Freddie Mac (collectively defined as "GSEs") Seller/Servicers and Ginnie Mae (together with GSEs, the "Agencies") for single family issuers. Furthermore, refer to Note 6, Borrowings for additional information regarding compliance with all funding and financing facilities related covenant requirements. As of September 30, 2025 and December 31, 2024, Rocket Mortgage was in compliance with these requirements.

Since Rocket Mortgage’s single-family servicing portfolio exceeds $150 billion in UPB, we are also required to obtain an external primary servicer rating or master servicing rating and long-term senior unsecured or long-term corporate family credit ratings from two different rating agencies. As of September 30, 2025 and December 31, 2024, Rocket Mortgage was in compliance with these requirements.





35
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
The most restrictive of these regulatory requirements require the Company to maintain a minimum net worth of approximately $1,500,000, minimum liquidity of approximately $675,000 and minimum capital/leverage ratio and risk-based capital ratio of 6% as of September 30, 2025 and December 31, 2024, respectively. As of September 30, 2025 and December 31, 2024, Rocket Mortgage was in compliance with these requirements.

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 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. Management continues to reassess and enhance the methodologies and processes used to calculate financial results by reportable segment. The financial results by reportable segment may be revised as periodic enhancements are made.

Direct to Consumer

In the Direct to Consumer segment, clients have the ability to interact with Rocket Mortgage digitally 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 generates revenue from originating, closing, selling and servicing predominantly agency-conforming loans, which are pooled and sold to the secondary market. This segment also produces revenue by providing title and settlement services and appraisal management 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, which positions us to have high retention and recapture the clients’ next refinance, purchase and personal loan transactions.

Revenues in the Direct to Consumer segment are generated primarily from the gain on sale of loans, which includes loan origination fees, revenues associated with title, closing and appraisal fees and 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 income 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

We provide industry-leading client service and leverage our widely recognized brand to strengthen our wholesale relationships, through Rocket Pro, as well as enterprise partnerships, both driving growth in our Partner Network segment. Rocket Pro works exclusively with mortgage brokers, community banks and credit unions, enabling them to maintain their own brand and client relationships while leveraging Rocket Mortgage's expertise, technology and award-winning process. Our enterprise partnerships include financial institutions and well-known consumer-focused companies that value our award-winning client experience and offer their clients mortgage solutions through our trusted brand. These organizations connect their clients directly to us through marketing channels and referrals.

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

Other Information About Our Segments

The Company measures the performance of the segments primarily on a contribution margin basis. The CODM uses the total revenue and profitability metrics of each segment to assess performance and allocation of resources by segment. The accounting policies applied by our segments are described in Note 1, Business, Basis of Presentation and Accounting Policies. Directly attributable expenses include Salaries, commissions and team member benefits, General and administrative expenses, Marketing and advertising expenses and Other expenses, such as mortgage servicing related expenses and expenses generated from Rocket Close (title and settlement services).





36
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
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 Condensed Consolidated Balance Sheets 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 Money, Rocket Loans, Rocket Homes, Redfin 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 periods ended:
Three Months Ended September 30, 2025
 Direct to
 Consumer		 Partner
 Network		 Segments
 Total
All Other (1)
 Total
Revenues
Gain on sale of loans, net
 $ 856,486  $ 146,252  $ 1,002,738  $ 24,675  $ 1,027,413 
Interest income 73,456  51,860  125,316  1,143  126,459 
Interest expense on funding facilities (52,708) (37,282) (89,990) (788) (90,778)
Servicing fee income 410,833  —  410,833  2,305  413,138 
Changes in fair value of MSRs (479,521) —  (479,521) (81) (479,602)
Other income 166,725  6,710 173,435  435,219  608,654 
Total U.S. GAAP Revenue, net
 975,271  167,540  1,142,811  462,473  1,605,284 
Change in fair value of MSRs due to valuation assumptions (net of hedges)
 177,348  — 177,348  81  177,429 
Adjusted revenue
 1,152,619  167,540  1,320,159  462,554  1,782,713 
Salaries, commissions and team member benefits 344,291  60,566  404,857  157,441  562,298 
General and administrative expenses 96,619  6,007  102,626  26,273  128,899 
Marketing and advertising expenses 189,273  2,140  191,413  82,773  274,186 
Other expenses 53,569  2,811  56,380  12,467  68,847 
Total Directly attributable expenses 683,752  71,524  755,276  278,954  1,034,230 
Contribution margin
 $ 468,867  $ 96,016  $ 564,883  $ 183,600  $ 748,483 




37
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
Nine Months Ended September 30, 2025
 Direct to
 Consumer		 Partner
 Network		 Segments
 Total
All Other (1)
 Total
Revenues
Gain on sale of loans, net
 $ 2,184,152  $ 368,271 $ 2,552,423  $ 62,516  $ 2,614,939 
Interest income 188,128  152,780 340,908  1,143  342,051 
Interest expense on funding facilities (135,043) (109,865) (244,908) (788) (245,696)
Servicing fee income 1,210,372  —  1,210,372  4,739  1,215,111 
Changes in fair value of MSRs (1,127,591) —  (1,127,591) (81) (1,127,672)
Other income 443,417  18,261 461,678  742,388  1,204,066 
Total U.S. GAAP Revenue, net
 2,763,435  429,447  3,192,882  809,917  4,002,799 
Change in fair value of MSRs due to valuation assumptions (net of hedges)
 416,402  — 416,402  81  416,483 
Adjusted revenue
 3,179,837  429,447  3,609,284  809,998  4,419,282 
Salaries, commissions and team member benefits 905,552  160,570  1,066,122  247,974  1,314,096 
General and administrative expenses 270,313  17,282  287,595  51,619  339,214 
Marketing and advertising expenses 628,737  7,712  636,449  189,124  825,573 
Other expenses 132,047  7,739  139,786  29,428  169,214 
Total Directly attributable expenses 1,936,649  193,303  2,129,952  518,145  2,648,097 
Contribution margin
 $ 1,243,188  $ 236,144  $ 1,479,332  $ 291,853  $ 1,771,185 
Three Months Ended September 30, 2024
 Direct to
 Consumer		 Partner
 Network		 Segments
 Total
All Other (1)
 Total
Revenues
Gain on sale of loans, net
 $ 665,825  $ 168,159  $ 833,984  $ 10,406  $ 844,390 
Interest income 58,549  50,017  108,566  —  108,566 
Interest expense on funding facilities (55,068) (47,074) (102,142) 322  (101,820)
Servicing fee income 372,363  —  372,363  1,433  373,796 
Changes in fair value of MSRs (878,311) —  (878,311) —  (878,311)
Other income 167,794  5,795 173,589  126,738  300,327 
Total U.S. GAAP Revenue, net
 331,152  176,897  508,049  138,899  646,948 
Change in fair value of MSRs due to valuation assumptions (net of hedges)
 676,073  — 676,073  —  676,073 
Adjusted revenue
 1,007,225  176,897  1,184,122  138,899  1,323,021 
Salaries, commissions and team member benefits 283,738  53,706  337,444  50,352  387,796 
General and administrative expenses 63,116  6,046  69,162  11,770  80,932 
Marketing and advertising expenses 162,380  2,473  164,853  19,972  184,825 
Other expenses 42,014  2,386  44,400  3,352  47,752 
Total Directly attributable expenses 551,248  64,611  615,859  85,446  701,305 
Contribution margin
 $ 455,977  $ 112,286  $ 568,263  $ 53,453  $ 621,716 




38
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
Nine Months Ended September 30, 2024
Direct to
Consumer
Partner
Network
Segments
Total
All Other (1)
 Total
Revenues
Gain on sale of loans, net
 $ 1,783,221  $ 486,686 $ 2,269,907  $ 32,265  $ 2,302,172 
Interest income 167,237  142,724 309,961  —  309,961 
Interest expense on funding facilities (126,430) (108,126) (234,556) —  (234,556)
Servicing fee income 1,070,022  —  1,070,022  4,197  1,074,219 
Changes in fair value of MSRs (934,744) —  (934,744) —  (934,744)
Other income 447,048  13,731 460,779  353,555  814,334 
Total U.S. GAAP Revenue, net
 2,406,354  535,015  2,941,369  390,017  3,331,386 
Change in fair value of MSRs due to valuation assumptions (net of hedges)
 383,036  — 383,036  —  383,036 
Adjusted revenue
 2,789,390  535,015  3,324,405  390,017  3,714,422 
Salaries, commissions and team member benefits 805,076  148,359  953,435  131,278  1,084,713 
General and administrative expenses 214,935  20,139  235,074  46,623  281,697 
Marketing and advertising expenses 492,909  7,238  500,147  79,037  579,184 
Other expenses 102,181  6,325  108,506  6,249  114,755 
Total Directly attributable expenses 1,615,101  182,061  1,797,162  263,187  2,060,349 
Contribution margin
 $ 1,174,289  $ 352,954  $ 1,527,243  $ 126,830  $ 1,654,073 
(1)    All Other includes certain intercompany eliminations, as a portion of expense generated through intercompany transactions is allocated to our segments.

The following table represents a reconciliation of segment contribution margin to consolidated U.S. GAAP Loss before income taxes for the three and nine months ended:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Contribution margin, excluding change in MSRs due to valuation assumptions $ 748,483  $ 621,716  $ 1,771,185  $ 1,654,073 
Change in fair value of MSRs due to valuation assumptions (net of hedges)
 (177,429) (676,073) (416,483) (383,036)
Less expenses not allocated to segments:
Salaries, commissions and team member benefits 312,477  219,730  793,746  617,329 
General and administrative expenses 225,655  140,143  563,576  408,994 
Depreciation and amortization 78,340  28,607  132,776  83,633 
Interest and amortization expense on non-funding debt 137,195  38,620  233,200  115,349 
Other expenses 1,583  15,862  14,441  52,639 
Loss before income taxes $ (184,196) $ (497,319) $ (383,037) $ (6,907)

13. Non-controlling Interest

Prior to June 30, 2025, the date of the Up-C Collapse, the non-controlling interest balance represented the economic interest in Holdings held by our Chairman and RHI. As a result of the Up-C Collapse and the conversion of Holdings to Rocket Limited Partnership, the Company now holds, indirectly, 100% of the voting and economic interests of Rocket Limited Partnership and therefore, Rocket Limited Partnership has no further non-controlling interest.





39
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
As of December 31, 2024 Holdings Units held by Rocket Companies Inc. were 146,028,193 or 7.32% ownership, Holdings Units held by our Chairman were 1,101,822 or 0.06% ownership, and Holding Units held by RHI were 1,847,777,661 or 92.62% ownership.

Refer to the 2024 Form 10-K for a detailed discussion of the Company's non-controlling interests, including the shareholders' right to exchange Holdings Units, prior to the Up-C Collapse.

14. Share-based Compensation

Restricted stock units (“RSUs”), performance stock units ("PSUs") and stock options are granted to team members and directors of the Company and its affiliates under the 2020 Omnibus Incentive Plan. 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, with forfeitures recognized as they occur. Certain of our subsidiaries have individual compensation plans that include equity awards and stock appreciation rights. Refer to Note 2 Acquisitions for further details of the Share-based compensation in connection with the Redfin Acquisition.

Restricted Stock Units

The Company granted approximately 1,100,000 and 12,900,000 RSUs with an estimated future expense of $21,600 and $205,100 during the three and nine months ended September 30, 2025, respectively. These awards generally vest semi-annually over a three-year period, subject to the grantee’s employment or service with the Company through each applicable vesting date.

Performance Stock Units

The Company authorized approximately 1,800,000 PSUs at target during the nine months ended September 30, 2025, that will vest based on the satisfaction of certain market, performance and service conditions. A portion of the PSUs will cliff vest at the end of a three-year period based on the satisfaction of certain market and service conditions. The fair value of the award is determined based on a Monte Carlo valuation model. The remaining portion of the PSUs will cliff vest at the end of a three-year period based on the satisfaction of certain performance and service conditions. The PSUs authorized in 2024 have performance conditions which will be established by the Company at a future date. The Company has determined that the service inception date precedes the grant date and the fair value of these awards will be remeasured quarterly based on the current period share price until the awards are granted. This portion of the PSUs are not considered contingently issuable and are excluded from the calculation of earnings per share.

Team Member Stock Purchase Plan

The Company has an employee stock purchase plan, referred to as the Team Member Stock Purchase Plan (“TMSPP”), under which eligible team members may direct the Company to withhold up to 15% of their gross pay to purchase shares of common stock at a price equal to 85% of the closing market price on the exercise date. 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. The number of shares purchased by team members through the TMSPP were 701,153 and 434,822, during the three months ended September 30, 2025 and 2024, respectively and 2,316,044 and 1,685,807 for the nine months ended September 30, 2025 and 2024, respectively.





40
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
Share-based Compensation Expense

The components of share-based compensation expense included in Salaries, commissions and team member benefits on the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) is as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Rocket Companies, Inc. sponsored plans
Restricted stock units $ 66,484  $ 36,440  $ 148,281  $ 101,841 
Performance stock units 4,474  2,091  9,596  3,975 
Stock options —  15  —  45 
Team Member Stock Purchase Plan 1,388  1,284  4,485  3,748 
Subtotal Rocket Companies, Inc. sponsored plans $ 72,346  $ 39,830  $ 162,362  $ 109,609 
Subsidiary plans 764  98  2,339  316 
Total share-based compensation expense $ 73,110  $ 39,928  $ 164,701  $ 109,925 

15. Earnings Per Share

Refer to the 2024 Form 10-K for a detailed discussion of our methodology for calculating and presenting earnings per share prior to the Up-C Collapse being effectuated on June 30, 2025. "Participating Common Stock" refers to Class A common stock for the historical periods in 2024 referenced in the table below.

As of June 30, 2025, the effective date of the Up-C Collapse and forward, the Company applied the two-class method for calculating and presenting earnings per share for Class A common stock and Class L common stock ("Participating Common Stock"). According to the Company’s Second Amended and Reinstated Certificate of Incorporation, the holders of Participating Common Stock are entitled to participate in earnings and dividends equally on a per-share basis as if all shares of common stock were of a single class. Holders of the Participating Common Stock also have equal priority in liquidation. In applying the two-class method, the Company allocates undistributed earnings equally on a per share basis between Participating Common Stock. RSUs and PSUs 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 once the units are fully vested. As of June 30, 2025 and forward the Net loss attributable to Rocket Companies contemplates 100% economic interest of the Company. The weighted average shares outstanding calculation contemplates the weighted outstanding shares of Class L common stock for the periods ended September 30, 2025.

Basic earnings per share of Participating Common Stock is computed by dividing Net loss attributable to Rocket Companies by the weighted-average number of shares of Participating Common Stock outstanding during the period. Diluted earnings per share of Participating Common Stock is computed by dividing Net loss attributable to Rocket Companies by the weighted-average number of shares of Participating Common Stock outstanding adjusted to give effect to potentially dilutive securities.

Diluted earnings per share reflects the dilutive effect of potential common shares from share-based awards. The treasury stock method is used to calculate the dilutive effect of outstanding share-based awards, which assumes the proceeds upon vesting or exercise of awards would be used to purchase common stock at the average price for the period. The if-converted method is used to calculate the dilutive effect of converting our Convertible Senior Notes to Class A common stock. Under the if-converted method, the denominator of the diluted earnings per share calculation is adjusted to reflect the full number of common shares issuable upon conversion, while the numerator is adjusted to add back interest and amortization expense for the period related to the Convertible Senior Notes.





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Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
The following table sets forth the calculation of the basic and diluted earnings per share for the period:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Net loss $ (123,854) $ (481,424) $ (302,211) $ (12,785)
Net loss attributable to non-controlling interest —  459,413  166,189  8,284 
Net loss attributable to Rocket Companies $ (123,854) $ (22,011) $ (136,022) $ (4,501)
Numerator:
Net loss attributable to Participating Common Stock - basic
 $ (123,854) $ (22,011) $ (136,022) $ (4,501)
Add: Reallocation of Net loss attributable to dilutive impact of pro-forma conversion of Class D shares to Class A shares (1)
 —  (350,140) —  — 
Add: Reallocation of Net loss attributable to dilutive impact of share-based compensation awards (2)
 —  (2,357) —  — 
Net loss attributable to Participating Common Stock - diluted
 $ (123,854) $ (374,508) $ (136,022) $ (4,501)
Denominator:
Weighted average shares of Participating Common Stock outstanding - basic (3)
 2,106,227,188 141,763,221 815,634,892 139,475,981
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 (4)
 — 12,653,811 — —
Weighted average shares of Participating Common Stock outstanding - diluted
 2,106,227,188 2,003,296,515 815,634,892 139,475,981
Loss per share of Participating Common Stock outstanding - basic
 $ (0.06) $ (0.16) $ (0.17) $ (0.03)
Loss per share of Participating Common Stock outstanding - diluted
 $ (0.06) $ (0.19) $ (0.17) $ (0.03)
(1)    Net loss is calculated using the estimated annual effective tax rate of Rocket Companies, Inc.

(2)    Reallocation of Net loss attributable to dilutive impact of share-based compensation awards for periods are:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
RSUs $ —  $ (2,234) $ —  $ — 
PSUs —  (111) —  — 
Stock options —  (5) —  — 
TMSPP —  (7) —  — 
Convertible notes —  —  —  — 







42
Rocket Companies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
($ in Thousands, Except Per Share Amounts or Unless Otherwise Noted)
(3)    
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Class A common shares
 257,347,733  141,763,221  185,796,836  139,475,981 
Class L common shares
 1,848,879,455  —  629,838,056  — 
Total Participating Common Stock
 2,106,227,188  141,763,221  815,634,892  139,475,981 

(4)    Dilutive impact of share-based compensation awards for the periods are:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
RSUs $ —  $ 11,995,156  $ —  $ — 
PSUs —  593,285  —  — 
Stock options —  27,123  —  — 
TMSPP —  38,247  —  — 
Convertible notes —  —  —  — 

A portion of the Company RSUs, stock options, PSUs, shares issuable under the TMSPP and convertible notes were excluded from the computation of diluted earnings per share as the weighted portion for the period they were outstanding was determined to have an anti-dilutive effect. The following table sets forth the number of potentially issuable shares that were determined to have an anti-dilutive effect:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
RSUs 28,250,938  1,140,223  28,250,938  23,251,181 
PSUs 2,714,726  —  2,714,726  1,055,408 
Stock options 14,135,005  14,757,544  14,135,005  14,817,544 
TMSPP 46,839  —  96,212  76,490 
Convertible notes 5,069,861  —  5,069,861  — 
As of September 30, 2025, there were no Holdings Units outstanding. For the three and nine months ended September 30, 2025, a weighted average of zero and 1,219,041,417 Holdings Units were outstanding, respectively. Refer to the 2024 Form 10-K for a detailed discussion of the shareholders' right to exchange Class D common stock for shares of Class A common stock prior to the Up-C Collapse. After evaluating the potential dilutive effect under the if-converted method, the weighted average 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.




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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 I. Item 1A. “Risk Factors” in our Form 10-K and elsewhere in this Form 10-Q.

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, 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.

Objective

The following discussion provides an analysis of the Company's financial condition, cash flows and results of operations from management's perspective and should be read in conjunction with the consolidated financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Our objective is to provide a discussion of events and uncertainties known to management that are reasonably likely to cause the reported financial information not to be indicative of future operating results or of future financial condition and to also offer information that provides an understanding of our financial condition, cash flows and results of operations.

Executive Summary

We are a Detroit‑based fintech company including mortgage, real estate and personal finance businesses. We are committed to delivering industry-best client experiences through our AI-powered, vertically integrated homeownership platform. Our full suite of products empowers our clients across financial wellness, personal loans, home search, mortgage finance, title and closing. We believe our widely recognized “Rocket” brand is synonymous with simple, fast and trusted digital experiences.










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Recent Developments

Business Trends

From July through September 2025, the labor market weakened, hiring slowed and job openings declined, prompting the Federal Reserve to reduce the federal funds rate by 25 basis points on September 17, even as inflation remained above its 2% target (core PCE approximately 2.9%). As Treasury yields declined and mortgage spreads narrowed through the quarter, the 30-year fixed mortgage rate moved lower to about 6.3% by quarter-end, modestly improving affordability and contributing to increased refinance activity. The home purchase market remained subdued as housing affordability and economic uncertainty weighed on prospective homebuyers.

Acquisitions and Up-C Collapse

On October 1, 2025, we completed our previously announced all-stock acquisition of Mr. Cooper. On July 1, 2025, we completed our all-stock acquisition of Redfin. Integration efforts continue to proceed as expected. Additionally, on June 30, 2025, we completed the Up-C Collapse to simplify our organizational and capital structure. Refer to Note 1, Business, Basis of Presentation and Accounting Policies and Note 2, Acquisitions to our consolidated financial statements included in this Form 10-Q.

Three months ended September 30, 2025 summary

We originated $32.4 billion in residential mortgage loans, an increase of $3.9 billion, or 14%, compared to $28.5 billion in 2024. Our Net loss for the period was $123.9 million, an increase of $357.6 million, compared to a Net loss of $481.4 million in 2024. We generated Adjusted EBITDA of $349.3 million, an increase of $63.4 million, compared to Adjusted EBITDA of $285.9 million in 2024. For more information on Adjusted EBITDA, please see “Non-GAAP Financial Measures” below.

Nine months ended September 30, 2025 summary

We originated $83.1 billion in residential mortgage loans, an increase of $9.7 billion, or 13%, compared to $73.4 billion in 2024. Our Net loss for the period was $302.2 million, a decrease of $289.4 million, compared to a Net loss of $12.8 million in 2024. We generated $690.1 million of Adjusted EBITDA, an increase of $5.0 million, compared to Adjusted EBITDA of $685.0 million in 2024. For more information on Adjusted EBITDA, please see “Non-GAAP Financial Measures” below.

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 earnings per share and Adjusted EBITDA (collectively “our non-GAAP financial measures”) as non-GAAP measures which management believes provide useful information to investors. We believe that the presentation of our non-GAAP financial measures 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. Our non-GAAP financial measures are not calculated in accordance with GAAP and should not be considered as a substitute for revenue, net income (loss), or any other operating performance measure calculated in accordance with GAAP. Other companies may define our non-GAAP financial measures differently, and as a result, our measures of our non-GAAP financial measures may not be directly comparable to those of other companies. Our non-GAAP financial measures 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.





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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 Net loss before share-based compensation expense, amortization of acquired intangible assets, the change in fair value of MSRs due to valuation assumptions (net of hedges), acquisition-related expenses, the change in Tax receivable agreement liability and the tax effects of those adjustments as applicable. We define “Adjusted diluted earnings per share” as Adjusted net income divided by the adjusted diluted weighted average shares outstanding which includes diluted weighted average Participating Common Stock and the assumed pro forma exchange and conversion of Class D common stock outstanding for the applicable period presented. We define “Adjusted EBITDA” as Net loss before interest and amortization expense on non-funding debt, (benefit from) provision for income taxes, depreciation and amortization, share-based compensation expense, change in fair value of MSRs due to valuation assumptions (net of hedges), acquisition-related expenses, amortization of acquired intangible assets and the change in Tax receivable agreement liability.

We exclude from each of our non-GAAP financial measures 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 market interest rates and assumptions, including discount rates and prepayment speeds, which are not indicative of our performance or results of operation. We also exclude gains or losses on sales of MSRs during the period and effects of contractual prepayment protection associated with sales of MSRs. Further, we exclude the amortization of intangible assets recognized from the Redfin acquisition from Adjusted net income and Adjusted EBITDA. The Redfin intangible assets were recorded as part of purchase accounting and the related amortization recorded over their useful lives represents a fixed non-cash expense that is not indicative of our ongoing performance or results of operations. 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.

Our definitions of each of our non-GAAP financial measures allow us to add back certain cash and non-cash charges, and deduct certain gains that are included in calculating Total revenue, net, Net loss attributable to Rocket Companies or Net loss. However, these expenses and gains vary greatly, and are difficult to predict. From time to time in the future, we may include or exclude other items if we believe that doing so is consistent with the goal of providing useful information to investors.

Although we use our non-GAAP 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. Our non-GAAP financial measures can represent the effect of long-term strategies as opposed to short-term results. Our presentation of our non-GAAP financial measures should not be construed as an indication that our future results will be unaffected by unusual or nonrecurring items. Our non-GAAP financial measures 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. Because of these limitations, our non-GAAP financial measures 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.

Limitations to our non-GAAP financial measures included, but are not limited to:

(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.





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We compensate for these limitations by using our non-GAAP financial measures along with other comparative tools, together with U.S. GAAP measurements, to assist in the evaluation of operating performance. See below for reconciliation of our non-GAAP financial 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) 2025 2024 2025 2024
Total revenue, net $ 1,605,284  $ 646,948  $ 4,002,799  $ 3,331,386 
Change in fair value of MSRs due to valuation assumptions (net of hedges) (1)
 177,429  676,073  416,483  383,036 
Adjusted revenue
 $ 1,782,713  $ 1,323,021  $ 4,419,282  $ 3,714,422 
(1)    Reflects changes in market interest rates and assumptions, including discount rates and prepayment speeds, gains or losses on sales of MSRs during the period and the effects of contractual prepayment protection associated with sales or purchases of MSRs.

Reconciliation of Adjusted net income to Net loss attributable to Rocket Companies
Three Months Ended September 30, Nine Months Ended September 30,
($ in thousands) 2025 2024 2025 2024
Net loss attributable to Rocket Companies $ (123,854) $ (22,011) $ (136,022) $ (4,501)
Net loss impact from pro forma conversion of Class D common shares to Class A common shares (1)
 —  (459,180) (165,866) (7,415)
Adjustment to the (provision for) benefit from income tax (2)
 (14,653) 105,395  13,857  7,352 
Tax-effected net loss (2)
 $ (138,507) $ (375,796) $ (288,031) $ (4,564)
Share-based compensation expense (3)
 68,890  39,928  160,481  109,925 
Change in fair value of MSRs due to valuation assumptions (net of hedges) (4)
 177,429  676,073  416,483  383,036 
Acquisition-related expenses (5)
 95,598  —  158,416  — 
Amortization of acquired intangible assets (6)
 48,625  —  48,625  — 
Change in Tax receivable agreement liability (7)
 1,980  —  10,056  — 
Tax impact of adjustments (8)
 (97,351) (174,705) (196,451) (120,283)
Other tax adjustments (9)
 892  978  2,979  2,939 
Adjusted net income
 $ 157,556  $ 166,478  $ 312,558  $ 371,053 
(1)    Reflects net income (loss) to Class A common shares from pro forma exchange and conversion of corresponding shares of our Class D common shares held by non-controlling interest holders during the periods ended September 30, 2025 and 2024. Class D common shares were exchanged and retired on June 30, 2025, the date the Up-C Collapse was effectuated.

(2)    Rocket Companies is 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 or loss of Holdings. The adjustment to the (provision for) benefit from income tax reflects the difference between (a) the income tax computed using the effective tax rates below applied to the Loss before income taxes assuming Rocket Companies, Inc. owns 100% of the non-voting common interest units of Rocket LLC Holdings for all nine months presented and (b) the (benefit from) provision for income taxes.





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Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Net loss attributable to Rocket Companies
 $ (123,854) $ (22,011) $ (136,022) $ (4,501)
Net loss impact from pro forma conversion of Class D common shares to Class A common shares
 —  (459,180) (165,866) (7,415)
(Benefit from) provision for income taxes
 (60,342) (15,895) (80,826) 5,878 
Adjusted loss before income taxes
 $ (184,196) $ (497,086) $ (382,714) $ (6,038)
Effective income tax rate for adjusted net loss
 24.80  % 24.40  % 24.74  % 24.40  %
Adjusted benefit from income taxes
 $ (45,689) $ (121,290) $ (94,683) $ (1,474)
(Benefit from) provision for income taxes
 (60,342) (15,895) (80,826) 5,878 
Adjustment to the (provision for) benefit from income tax
 $ (14,653) $ 105,395  $ 13,857  $ 7,352 

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Statutory U.S. Federal income tax rate
 21.00  % 21.00  % 21.00  % 21.00  %
Canadian taxes 0.01  0.01  0.01  0.01 
State and local income taxes, net of federal benefit 3.79  3.39  3.73  3.39 
Effective income tax rate for adjusted net loss
 24.80  % 24.40  % 24.74  % 24.40  %
(3)    The three and nine months ended September 2025 exclude the impact of acquisition-related expenses.

(4)    Reflects changes in market interest rates and assumptions, including discount rates and prepayment speeds, gains or losses on sales of MSRs during the period and the effects of contractual prepayment protection associated with sales or purchases of MSRs.

(5)    Primarily consists of transaction costs associated with the acquisitions and Up-C Collapse, such as professional service fees (including integration costs), debt financing fees related to the Bridge Facility, and severance expense (including accelerated share-based compensation).

(6)    Reflects amortization of intangible assets related to the Redfin acquisition.

(7)    Reflects changes in estimates of tax rates and other variables of the Tax receivable agreement liability.

(8)    Tax impact of adjustments gives effect to the income tax related to share-based compensation expense, change in fair value of MSRs due to valuation assumptions (net of hedges), acquisition-related expenses and the change in Tax receivable agreement liability, at the effective tax rates for each period.

(9)    Represents tax benefits due to the amortization of intangible assets and other tax attributes resulting from the historical purchases of Holdings Units, net of payment obligations under Tax Receivable Agreement.





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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)
 2025 2024 2025 2024
Diluted weighted average Participating Common Stock outstanding
 2,106,227,188 2,003,296,515 815,634,892 139,475,981
Assumed pro forma conversion of Class D shares (1)
 — — 1,219,041,417 1,848,879,483
Adjusted diluted weighted average shares outstanding 2,106,227,188 2,003,296,515 2,034,676,309 1,988,355,464
Adjusted net income $ 157,556 $ 166,478 $ 312,558 $ 371,053
Adjusted diluted earnings per share
 $ 0.07 $ 0.08 $ 0.15 $ 0.19
(1)    Reflects the pro forma exchange and conversion of anti-dilutive Class D common shares to Class A common shares. For the nine months ended September 30, 2025 and 2024, Class D common shares were anti-dilutive and are excluded in the Diluted weighted average Class A common shares outstanding in the table above. Class D common shares were exchanged and retired on June 30, 2025, the date the Up-C Collapse was effectuated.

Reconciliation of Adjusted EBITDA to Net loss
Three Months Ended September 30, Nine Months Ended September 30,
($ in thousands) 2025 2024 2025 2024
Net loss $ (123,854) $ (481,424) $ (302,211) $ (12,785)
Interest and amortization expense on non-funding debt (1)
 111,258  38,620  194,888  115,349 
(Benefit from) provision for income taxes
 (60,342) (15,895) (80,826) 5,878 
Depreciation and amortization (2)
 29,715  28,607  84,151  83,633 
Share-based compensation expense (3)
 68,890  39,928  160,481  109,925 
Change in fair value of MSRs due to valuation assumptions (net of hedges) (4)
 177,429  676,073  416,483  383,036 
Acquisition-related expenses (1)(5)
 95,598  —  158,416  — 
Amortization of acquired intangible assets (6)
 48,625  —  48,625  — 
Change in Tax receivable agreement liability (7)
 1,980  —  10,056  — 
Adjusted EBITDA $ 349,299  $ 285,909  $ 690,063  $ 685,036 
(1)    Debt financing fees related to the Bridge Facility are a nonrecurring acquisition-related expense impacting the 2025 periods, and therefore excluded from Interest and amortization expense on non-funding debt, and included as Acquisition-related expenses.

(2)    The three and nine months ended September 2025 exclude the impact of amortization of acquired intangible assets.

(3)    The three and nine months ended September 2025 exclude the impact of acquisition-related expenses.

(4)    Reflects changes in market interest rates and assumptions, including discount rates and prepayment speeds, gains or losses on sales of MSRs during the period and the effects of contractual prepayment protection associated with sales or purchases of MSRs.

(5)    Primarily consists of transaction costs associated with the acquisitions and Up-C Collapse, such as professional service fees (including integration costs), debt financing fees related to the Bridge Facility, and severance expense (including accelerated share-based compensation).





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(6)    Reflects amortization of intangible assets related to the Redfin acquisition.

(7)    Reflects changes in estimates of tax rates and other variables of the Tax receivable agreement liability.

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 MSR 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.

The following summarizes key performance indicators of the business:
Three Months Ended September 30, Nine Months Ended September 30,
(Units and $ in thousands) 2025 2024 2025 2024
Rocket Mortgage
Loan Production Data
Closed loan origination volume $ 32,412,828 $ 28,495,976 $ 83,053,034 $ 73,362,902
Direct to Consumer origination volume $ 19,086,415 $ 15,375,174 $ 46,015,165 $ 39,604,954
Partner Network origination volume $ 13,326,413 $ 13,120,802 $ 37,037,869 $ 33,757,948
Gain on sale margin (1)
 2.80  % 2.78  % 2.83  % 2.94  %
September 30,
2025 2024
Servicing Portfolio Data
Total serviced UPB (includes subserviced) $ 613,146,321 $ 546,064,899
MSRs UPB of loans serviced $ 537,972,166 $ 512,980,084
UPB of loans subserviced and temporarily serviced $ 75,174,155 $ 33,084,815
Total loans serviced (includes subserviced) 2,864.6 2,615.0
Number of MSRs loans serviced 2,664.0 2,544.4
Number of loans subserviced and temporarily serviced 200.6 70.6
MSR fair value multiple (2)
 4.82 4.71
Total serviced MSR delinquency rate (60+) 1.41% 1.40%
Net client retention rate (trailing twelve months) (3)
 98% 97%




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Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Select Other Rocket Companies
Rocket Close closings (units) (4)
 79.0 61.5 198.8 158.4
Rocket Money paying subscribers, at period end
4,497.8 3,870.4 4,497.8 3,870.4
Rocket Loans closed (units) 22.9 10.2 59.0 32.0
(1)    Gain on sale margin is calculated by dividing Gain on sale of loans, net by the net rate lock volume for the period. Gain on sale of loans, net includes the net gain on sale of loans, fair value of originated MSRs, fair value adjustments on originated loans held for sale and IRLC’s and revaluation of forward commitments economically hedging loans held for sale and IRLCs. This metric is a measure of gain on sale revenue and excludes revenues from Rocket Loans, changes in the loan repurchase reserve and fair value adjustments on repurchased loans held on our balance sheet, such as early buyouts.

(2)    MSR fair market value multiple is a metric used to determine the relative value of the MSR asset in relation to the annualized retained servicing fee, which is the cash that the holder of the MSR asset would receive from the portfolio as of such date. It is calculated as the quotient of (a) the MSR fair market value as of a specified date divided by (b) the weighted average annualized retained servicing fee for our MSR portfolio as of such date. The weighted average annualized retained servicing fee for our MSR portfolio was 0.28% as of September 30, 2025 and 2024. 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.

(3)    This metric measures our retention across a greater percentage of our client base versus our recapture rate. We define “net client retention rate” as the number of clients that were active at the beginning of a period and which remain active at the end of the period, divided by the number of clients that were active at the beginning of the period. This metric excludes clients whose loans were sold during the period as well as clients to whom we did not actively market to due to contractual prohibitions or other business reasons. We define “active” as those clients who do not pay-off their mortgage with us and originate a new mortgage with another lender during the period.

(4)    Includes all title closed units.

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. 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 right to service the loan.





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Loan servicing (loss) income, net

Loan servicing (loss) income, net includes Servicing fee income and Change in fair value of MSRs. Servicing fee income consists of the contractual fees earned for servicing the loans and includes ancillary revenue such as late fees and modification incentives. 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 primarily due to the realization of expected cash flows and/or changes in valuation inputs and estimates, are recognized in current period earnings.

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 Deposit income (revenue earned on deposits, including escrow deposits), Rocket Close (title, closing and appraisal fees), Rocket Money (subscription revenue and other service-based fees), Real estate services revenue (commissions and fees charged on each real estate services transaction closed by our lead agents or partner agents), Rocket Loans (personal loan interest earned and other income) and Other (additional subsidiary and miscellaneous revenue).

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, Interest and amortization expense on non-funding debt and Other expenses.

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 related to our Senior Notes and the Bridge Facility.

Other expenses

Other expenses primarily consist of depreciation and amortization on property and equipment, mortgage servicing related expenses and expenses generated from Rocket Close (title and settlement services).





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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, the Company estimates 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.

Share-based compensation

Share-based compensation is comprised of both equity and liability awards and is measured and expensed accordingly under ASC 718, Compensation - Stock Compensation. As indicated above, share-based compensation expense is included as part of Salaries, commissions and team member benefits.

Non-controlling Interest

Refer to Note 13, Non-controlling Interest for more information on non-controlling interests.




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Results of Operations for the Three and Nine Months Ended September 30, 2025 and 2024

Summary of Operations
Condensed Statement of Operations Data
 Three Months Ended September 30, Nine Months Ended September 30,
($ in thousands) 2025 2024 2025 2024
Revenue
Gain on sale of loans, net $ 1,027,413  $ 844,390  $ 2,614,939  $ 2,302,172 
Servicing fee income 413,138  373,796  1,215,111  1,074,219 
Change in fair value of MSRs (479,602) (878,311) (1,127,672) (934,744)
Interest income, net 35,681  6,746  96,355  75,405 
Other income 608,654  300,327  1,204,066  814,334 
Total revenue, net $ 1,605,284  $ 646,948  $ 4,002,799  $ 3,331,386 
Expenses
Salaries, commissions and team member benefits 874,774  607,526  2,107,841  1,702,042 
General and administrative expenses 354,554  221,074  902,790  690,691 
Marketing and advertising expenses 274,273  200,528  825,946  617,761 
Interest and amortization expense on non-funding-debt 137,195  38,620  233,200  115,349 
Other expenses 148,684  76,519  316,059  212,450 
Total expenses $ 1,789,480  $ 1,144,267  $ 4,385,836  $ 3,338,293 
Loss before income taxes (184,196) (497,319) (383,037) (6,907)
Benefit from (provision for) income taxes 60,342  15,895  80,826  (5,878)
Net loss (123,854) (481,424) (302,211) (12,785)
Net loss attributable to non-controlling interest —  459,413  166,189  8,284 
Net loss attributable to Rocket Companies $ (123,854) $ (22,011) $ (136,022) $ (4,501)

Gain on sale of loans, net

The components of Gain on sale of loans, net for the periods presented were as follows:
Three Months Ended September 30, Nine Months Ended September 30,
($ in thousands) 2025 2024 2025 2024
Net gain on sale of loans (1)
 $ 740,894  $ 683,526  $ 1,452,341  $ 1,352,102 
Fair value of originated MSRs 385,692  337,702  993,644  906,044 
Provision for investor reserves (3,205) (11,204) (5,822) (29,872)
Fair value adjustment on loans held for sale and IRLCs 3,830  129,480  429,154  217,886 
Revaluation from forward commitments economically hedging loans held for sale and IRLCs (99,797) (295,114) (254,378) (143,988)
Gain on sale of loans, net $ 1,027,413  $ 844,390  $ 2,614,939  $ 2,302,172 
(1) Net gain on sale of loans represents the premium received in excess of the UPB, plus net origination fees.





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The table below provides details of the characteristics of our mortgage loan production for each of the periods presented:
Three Months Ended September 30, Nine Months Ended September 30,
($ in thousands) 2025 2024 2025 2024
Closed loan origination volume by type:
Conventional Conforming $ 18,415,562 $ 17,469,401 $ 47,234,769 $ 43,845,531
FHA/VA 8,314,174 7,675,776 21,231,457 20,575,429
Non-Agency 5,683,092 3,350,799 14,586,808 8,941,942
Total mortgage closed loan origination volume $ 32,412,828 $ 28,495,976 $ 83,053,035 $ 73,362,902
Portfolio metrics:
Average loan amount $ 274 $ 280 $ 272 $ 274
Weighted average loan-to-value ratio 72.15  % 73.28  % 71.65  % 73.36  %
Weighted average credit score 741 738 740 737
Weighted average loan rate 6.62  % 6.54  % 6.72  % 6.71  %
Percentage of loans sold:
To GSEs and government 80.38  % 82.67  % 80.47  % 84.17  %
To other counterparties 19.62  % 17.33  % 19.53  % 15.83  %
Servicing-retained 90.90  % 93.33  % 91.40  % 94.49  %
Servicing-released 9.10  % 6.67  % 8.60  % 5.51  %
Net rate lock volume (1)
 $ 35,828,711 $ 29,835,118 $ 90,374,098 $ 77,247,083
Gain on sale margin (2)
 2.80  % 2.78  % 2.83  % 2.94  %
(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 of our most recently filed Form 10-K.
(2)    Gain on sale margin is calculated by dividing Gain on sale of loans, net by the net rate lock volume for the period. Gain on sale of loans, net includes the net gain on sale of loans, fair value of originated MSRs, fair value adjustments on originated loans held for sale and IRLC’s and revaluation of forward commitments economically hedging loans held for sale and IRLCs. This metric is a measure of gain on sale revenue and excludes revenues from Rocket Loans, changes in the loan repurchase reserve and fair value adjustments on repurchased loans held on our balance sheet, such as early buyouts. See the table above for each of the components of gain on sale of loans, net.

Overview of the Gain on sale of loans, net table

At the time an IRLC is issued, an estimate of the Gain on sale of loans, net is recognized in the Fair value adjustment on loans held for sale and IRLCs component in the table above. Subsequent changes in the fair value of IRLCs and mortgage loans held for sale are recognized in this same component as the loan progresses through closing, which is the moment that loans move from an IRLC to a loan held for sale, and ultimately through the sale of the loan. We deploy a hedge strategy to mitigate the impact of interest rate changes from the point of the IRLC through the sale of the loan. The changes to the Fair value adjustment on loans held for sale and IRLCs in each period is dependent on several factors, including mortgage origination volume, how long a loan remains at a given stage in the origination process and the movement of interest rates during that period as compared to the immediately preceding period. Loans originated during an increasing rate environment generally decrease in value, and loans originated during a decreasing rate environment generally increase in value. 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 and moves from the Fair value adjustment on loans held for sale and IRLCs component in the Net gain on sale of loans component in the table above. The Revaluation from forward commitments economically hedging loans held for sale and IRLCs component reflects the forward hedge commitments intended to offset the various fair value adjustments that impact the Fair value adjustment on loans held for sale and IRLCs and the Net gain on sale of loans components. As a result, these three components should be evaluated in combination when evaluating Gain on sale of loans, net, as the sum of these components are primarily driven by net rate lock volume. Furthermore, at the point of sale of the loan, the Fair value of originated MSRs and the Provision for investor reserves are recognized each in their respective components shown above.




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Three months ended September 30, 2025 summary

Gain on sale of loans, net was $1.0 billion, an increase of $0.2 billion, or 22%, compared to $0.8 billion in 2024.

Net gain on sale of loans, Fair value adjustment on loans held for sale and IRLCs, and Revaluation from forward commitments economically hedging loans held for sale and IRLCs was $644.9 million, an increase of $127.0 million, or 25%, compared to $517.9 million in 2024. This change was driven by a 20% increase in net rate lock volume.

The Fair value of originated MSRs was $385.7 million, an increase of $48.0 million, or 14%, compared to $337.7 million in 2024. The change was driven by an increase in sold loan volume.

The Investor reserves liability balance was relatively flat in the current and prior period. The $8.0 million reduction in Provision for investor reserves expense was primarily due to a decrease in losses on repurchased loans in the current period, compared to 2024.

Nine months ended September 30, 2025 summary

Gain on sale of loans, net was $2.6 billion, an increase of $0.3 billion, or 14%, compared to $2.3 billion in 2024.

Net gain on sale of loans, Fair value adjustment on loans held for sale and IRLCs, and Revaluation from forward commitments economically hedging loans held for sale and IRLCs was $1.6 billion, an increase of $0.2 billion, or 14%, compared to $1.4 billion in 2024. This change was driven by a 17% increase in net rate lock volume.

The Fair value of originated MSRs was $993.6 million, an increase of $87.6 million, or 10%, when compared to $906.0 million in 2024, driven by an increase in sold loan volume.

The Investor reserves liability balance was relatively flat in the current and prior period. The $24.1 million reduction in Provision for investor reserves expense was primarily due to a decrease in losses on repurchased loans in the current period, compared to 2024.

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) 2025 2024 2025 2024
Retained servicing fee $ 391,904  $ 358,336  $ 1,154,526  $ 1,029,704 
Subservicing income 4,013  1,771  11,233  5,799 
Ancillary income 17,221  13,689  49,352  38,716 
Servicing fee income 413,138  373,796  1,215,111  1,074,219 
Change in valuation model inputs or assumptions (1)
 (184,600) (682,640) (470,708) (381,651)
Change in fair value of MSR hedge (2)
 7,171  6,567  54,225  (1,385)
Collection / realization of cash flows (1)
 (302,173) (202,238) (711,189) (551,708)
Change in fair value of MSRs (479,602) (878,311) (1,127,672) (934,744)
Loan servicing (loss) income, net $ (66,464) $ (504,515) $ 87,439  $ 139,475 
(1)    Includes the effect of contractual prepayment protection resulting from sales or purchases of MSRs.
(2)    A Treasury futures derivative instrument was added during the six months ended June 30, 2025, which preserves a portion of the MSR fair value associated with float earnings by economically hedging changes in short-term interest rates.




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September 30,
($ in thousands) 2025 2024
MSR UPB of loans serviced
 $ 537,972,166 $ 512,980,084
Number of MSR loans serviced 2,663,980 2,544,411
UPB of loans subserviced and temporarily serviced $ 75,174,155 $ 33,084,815
Number of loans subserviced and temporarily serviced 200,573 70,627
Total serviced UPB $ 613,146,321 $ 546,064,899
Total loans serviced 2,864,553 2,615,038
MSR fair value $ 7,364,129 $ 6,810,667
Total serviced delinquency count (60+) as % of total 1.41% 1.40%
Weighted average credit score 733 733
Weighted average LTV 72.04% 71.77%
Weighted average loan rate 4.52% 4.18%
Weighted average service fee 0.28% 0.28%

Three months ended September 30, 2025 summary

Loan servicing loss, net was $66.5 million, a change of $438.1 million, or 87%, compared to $504.5 million loan servicing loss, net in 2024, primarily due to the $498.0 million improvement in Change in valuation model inputs or assumptions during the current period.

In 2025, the Change in valuation model inputs or assumptions was a $184.6 million decrease, compared to a decrease of $682.6 million in 2024. This change was driven by a smaller decline in interest rates during the third quarter of 2025, compared to the same period in 2024. Loan servicing loss, net was also impacted by increased Servicing fee income and Collection / realization of cash flows, as a result of an increase in the average portfolio size during 2025.

Nine months ended September 30, 2025 summary

Loan servicing income, net was $87.4 million, a change of $52.0 million, or 37%, compared to $139.5 million in 2024. The decrease was primarily driven by an $89.1 million decline in Change in valuation model inputs or assumptions.

In 2025, the Change in valuation model inputs or assumptions was a $470.7 million decrease, compared to a decrease of $381.7 million in 2024. This change was driven by a larger decline in interest rates during the current period, compared to the same period in 2024. Loan servicing income, net was also impacted by increased Servicing fee income and Collection / realization of cash flows, as a result of an increase in the average portfolio size during 2025.

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) 2025 2024 2025 2024
Interest income $ 126,459  $ 108,566  $ 342,051  $ 309,961 
Interest expense on funding facilities (90,778) (101,820) (245,696) (234,556)
Interest income, net $ 35,681  $ 6,746  $ 96,355  $ 75,405 

Three months ended September 30, 2025 summary

Interest income, net was $35.7 million, an increase of $28.9 million, compared to $6.7 million in 2024. The change was primarily driven by higher mortgage loan origination volume.





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Nine months ended September 30, 2025 summary

Interest income, net was $96.4 million, an increase of $21.0 million, or 28%, compared to $75.4 million in 2024. The change was primarily driven by higher mortgage loan origination volume.

Other income

The components of Other income for the periods presented were as follows:
Three Months Ended September 30, Nine Months Ended September 30,
($ in thousands) 2025 2024 2025 2024
Deposit income $ 146,462  $ 104,351  $ 327,806  $ 278,562 
Rocket Money revenue 97,055  78,274  289,308  219,466 
Rocket Close revenue (1)
 107,864  83,283  257,810  220,229 
Real estate services revenue
 201,123  14,454  226,404  40,914 
Rocket Loans revenue
 12,366  6,906  41,089  22,212 
Other (2)
 43,784  13,059  61,649  32,951 
Total other income
 $ 608,654  $ 300,327  $ 1,204,066  $ 814,334 
(1)     Includes all title and settlement services.

(2)    Other consists of additional subsidiary and miscellaneous revenue.

Three months ended September 30, 2025 summary

Other income was $608.7 million, an increase of $308.3 million, compared to $300.3 million in 2024, driven by a $186.7 million increase in real estate services revenue and $30.7 million increase in Other revenue, primarily associated with the Redfin Acquisition. Additionally, there was a $42.1 million, or 40%, increase in deposit income due to an increase in cash held during the period and a $24.6 million, or 30%, increase in Rocket Close revenue, driven by higher closing volume.

Nine months ended September 30, 2025 summary

Other income was $1.2 billion, an increase of $389.7 million, or 48%, compared to $814.3 million in 2024, driven by a $185.5 million increase in real estate services revenue and $28.7 million increase in Other revenue, primarily associated with the Redfin Acquisition. Additionally, there was a $69.8 million, or 32%, increase in Rocket Money revenue associated with growth in paying subscribers and a $49.2 million, or 18%, increase in deposit income due an increase in cash held during the three months ended September 30, 2025.

Expenses

Expenses for the periods presented were as follows:
Three Months Ended September 30, Nine Months Ended September 30,
($ in thousands) 2025 2024 2025 2024
Salaries, commissions and team member benefits $ 874,774  $ 607,526  $ 2,107,841  $ 1,702,042 
General and administrative expenses 354,554  221,074  902,790  690,691 
Marketing and advertising expenses 274,273  200,528  825,946  617,761 
Interest and amortization expense on non-funding debt 137,195  38,620  233,200  115,349 
Other expenses 148,684  76,519  316,059  212,450 
Total expenses $ 1,789,480  $ 1,144,267  $ 4,385,836  $ 3,338,293 





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Three months ended September 30, 2025 summary

Total expenses during the period were $1.8 billion, an increase of $0.6 billion, or 56%, compared to 2024. Salaries, commissions and team member benefits were $874.8 million, an increase of $267.2 million, or 44%, compared to $607.5 million, largely due to an increase in variable compensation associated with an increase in origination volume. General and administrative expenses were $354.6 million, an increase of $133.5 million, or 60%, compared to $221.1 million in 2024, primarily driven by acquisition-related expenses, as well as an increase in variable costs associated with the increase in origination volume. Interest and amortization expense on non-funding debt was $137.2 million, an increase of $98.6 million, compared to $38.6 million in 2024, driven by interest and amortization associated with the senior notes that closed in June 2025, as well as debt financing fees related to the Bridge Facility. Marketing and advertising expenses were $274.3 million, an increase of $73.7 million, or 37%, compared to $200.5 million, primarily driven by an increase in performance marketing associated with higher origination volume.

Nine months ended September 30, 2025 summary

Total expenses during the period were $4.4 billion, an increase of $1.0 billion, or 31%, compared to 2024. Salaries, commissions and team member benefits were $2.1 billion, an increase of $0.4 billion, or 24%, compared to $1.7 billion, largely due to an increase in variable compensation associated with an increase in origination volume. General and administrative expenses were $902.8 million, an increase of $212.1 million, or 31%, compared to $690.7 million in 2024, primarily driven by acquisition-related expenses, as well as an increase in variable costs associated with the increase in origination volume. Marketing and advertising expenses were $825.9 million, an increase of $208.2 million, or 34%, compared to $617.8 million, primarily driven by the launch of our unified Rocket brand restage, as well as an increase in performance marketing associated with higher origination volume.

Summary results by segment for the Three and Nine Months Ended September 30, 2025 and 2024

Our operations are organized by distinct marketing channels which promote client acquisition and are categorized under two reportable segments: Direct to Consumer and Partner Network. In the Direct to Consumer segment, clients have the ability to interact with Rocket Mortgage digitally and/or with our mortgage bankers. We market to potential clients in this segment through various brand campaigns and performance marketing channels. The Direct to Consumer segment generates revenue from originating, closing, selling and servicing predominantly agency-conforming loans, which are pooled and sold to the secondary market. This segment also produces revenue by providing title and settlement services and appraisal management 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 and personal loan transactions. These activities position us to be the natural choice for clients’ next refinance or purchase transaction.

We provide industry-leading client service and leverage our widely recognized brand to strengthen our wholesale relationships, through Rocket Pro, as well as enterprise partnerships, both driving growth in our Partner Network segment. Rocket Pro works exclusively with mortgage brokers, community banks and credit unions, enabling them to maintain their own brand and client relationships while leveraging Rocket Mortgage's expertise, technology and award-winning process. Our enterprise partnerships include financial institutions and well-known consumer-focused companies that value our award-winning client experience and offer their clients mortgage solutions through our trusted brand. These organizations connect their clients directly to us through marketing channels and referrals.





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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, General and administrative expenses, Marketing and advertising expenses and Other expenses, such as mortgage servicing related expenses and expenses generated from Rocket Close (title and settlement services). 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 on the secondary market. Sold loan gain on sale margin reflects the gain on sale revenue of loans sold into the secondary market divided by the sold loan volume for the period. By contrast, ‘gain on sale margin’, which we reference outside of the segment discussion, measures the gain on sale revenue, net divided by net rate lock volume for the period. See below for our overview and discussion of segment results for the three and nine months ended September 30, 2025 and 2024. 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) 2025 2024 2025 2024
Sold loan volume
 $ 17,138,816 $ 14,006,460 $ 42,559,301 $ 36,087,369
Sold loan gain on sale margin
 4.35  % 4.10  % 4.45  % 4.16  %
Revenue
Gain on sale of loans, net
 $ 856,486 $ 665,825 $ 2,184,152 $ 1,783,221
Interest income 73,456 58,549 188,128 167,237
Interest expense on funding facilities (52,708) (55,068) (135,043) (126,430)
Service fee income 410,833 372,363 1,210,372 1,070,022
Change in fair value of MSRs
 (479,521) (878,311) (1,127,591) (934,744)
Other income 166,725 167,794 443,417 447,048
Total revenue, net
 $ 975,271 $ 331,152 $ 2,763,435 $ 2,406,354
Change in fair value of MSRs due to valuation assumptions (net of hedges)
 177,348 676,073 416,402 383,036
Adjusted revenue
 $ 1,152,619 $ 1,007,225 $ 3,179,837 $ 2,789,390
Salaries, commissions and team member benefits 344,291 283,738 905,552 805,076
General and administrative expenses 96,619 63,116 270,313 214,935
Marketing and advertising expenses 189,273 162,380 628,737 492,909
Other expenses 53,569 42,014 132,047 102,181
Less: Directly attributable expenses
 683,752 551,248 1,936,649 1,615,101
Contribution margin
 $ 468,867 $ 455,977 $ 1,243,188 $ 1,174,289

Three months ended September 30, 2025 summary

Direct to Consumer Adjusted revenue was $1.2 billion, an increase of $0.1 billion, or 14%, compared to $1.0 billion in 2024, driven by Gain on sale of loans, net. Gain on sale of loans, net increased $190.7 million, or 29%, due to an increase in net rate lock volume and gain on sale margin during the current period.

Direct to Consumer Directly attributable expenses were $683.8 million, an increase of $132.5 million, or 24%, compared to $551.2 million in 2024, primarily driven by an increase in variable compensation and other variable costs associated with higher origination volume, as well as an increase performance marketing.

Direct to Consumer Contribution margin was $468.9 million, an increase of $12.9 million, or 3%, compared to $456.0 million in 2024. The increase in Contribution margin was primarily driven by an increase in Adjusted revenue, offset by higher Directly attributable expenses, as described above.





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Nine months ended September 30, 2025 summary

Direct to Consumer Adjusted revenue was $3.2 billion, an increase of $0.4 billion, or 14%, compared to $2.8 billion in 2024, primarily driven by Gain on sale of loans, net. Gain on sale of loans, net increased $400.9 million, or 22%, due to higher net rate lock volume and gain on sale margin during the current period.

Direct to Consumer Directly attributable expenses was $1.9 billion, an increase of $0.3 billion, or 20%, compared to $1.6 billion in 2024, primarily driven by an increase in Marketing and advertising expenses associated with the launch of our unified Rocket brand restage and performance marketing, as well as an increase in variable compensation and other variable costs associated with higher origination volume.

Direct to Consumer Contribution margin was $1.2 billion, an increase of $0.1 billion, or 6%, compared to $1.2 billion in 2024. The increase in Contribution margin was primarily driven by an increase in Adjusted revenue, partially offset by higher Directly attributable expenses, as described above.

Partner Network Results
Three Months Ended September 30, Nine Months Ended September 30,
($ in thousands) 2025 2024 2025 2024
Sold loan volume $ 13,671,484 $ 12,405,423 $ 36,286,102 $ 31,469,664
Sold loan gain on sale margin 1.11  % 1.47  % 1.11  % 1.53  %
Revenue
Gain on sale of loans, net $ 146,252 $ 168,159 $ 368,271 $ 486,686
Interest income 51,860 50,017 152,780 142,724
Interest expense on funding facilities (37,282) (47,074) (109,865) (108,126)
Other income 6,710 5,795 18,261 13,731
Total revenue, net $ 167,540 $ 176,897 $ 429,447 $ 535,015
Change in fair value of MSRs due to valuation assumptions (net of hedges) — — — —
Adjusted revenue $ 167,540 $ 176,897 $ 429,447 $ 535,015
Salaries, commissions and team member benefits 60,566 53,706 160,570 148,359
General and administrative expenses 6,007 6,046 17,282 20,139
Marketing and advertising expenses 2,140 2,473 7,712 7,238
Other expenses 2,811 2,386 7,739 6,325
Less: Directly attributable expenses 71,524 64,611 193,303 182,061
Contribution margin $ 96,016 $ 112,286 $ 236,144 $ 352,954

Three months ended September 30, 2025 summary

Partner Network Adjusted revenue was $167.5 million, a decrease of $9.4 million, or 5%, compared to $176.9 million in 2024, primarily driven by Gain on sale of loans, net. Gain on sale of loans, net decreased $21.9 million, or 13%, due to lower gain on sale margin, partially offset by an increase in net rate lock volume during the current period.

Partner Network Directly attributable expenses were $71.5 million, an increase of $6.9 million, or 11%, compared to $64.6 million in 2024, primarily driven by an increase in variable compensation and other variable costs associated with higher origination volume.

Partner Network Contribution margin was $96.0 million, a decrease of $16.3 million, or 14%, compared to $112.3 million in 2024. The decrease in Contribution margin was primarily driven by a decrease in Gain on sale of loans, net, as described above.





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Nine months ended September 30, 2025 summary

Partner Network Adjusted revenue was $429.4 million, a decrease of $105.6 million, or 20%, compared to $535.0 million in 2024, primarily driven by Gain on sale of loans, net. Gain on sale of loans, net decreased $118.4 million, or 24%, due to lower gain on sale margin, partially offset by an increase in net rate lock volume during the current period.

Partner Network Directly attributable expenses was $193.3 million, an increase of $11.2 million, or 6%, compared to $182.1 million in 2024. The increase during the period was driven by an increase in variable compensation and other variable costs associated with higher origination volume.

Partner Network Contribution margin was $236.1 million, a decrease of $116.8 million, or 33%, compared to $353.0 million in 2024. The decrease in Contribution margin was primarily driven by a decrease in Gain on sale of loans, net, as described above.

Liquidity and Capital Resources

Historically, our primary sources of liquidity have included:

•    cash flow from our operations, including:

•    sale of whole loans into the secondary market;

•    sale of mortgage servicing rights and excess servicing cash flows into the secondary market;

•    loan origination fees;

•    servicing fee income;

•    interest income on loans held for sale; and

•    other income

•    borrowings, including under our funding facilities; financing facilities; unsecured senior notes; and

•    cash and marketable securities on hand.

Historically, our primary uses of funds have included:

•    origination of loans;

•    interest expense;

•    repayment of debt;

•    operating expenses;

•    acquisition of mortgage servicing rights; and

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 funding facilities, generally established with large global banks.





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Our funding facilities are primarily in the form of master repurchase agreements. We also have funding facilities directly with the GSEs. Loans financed under these facilities are generally financed at approximately 98% 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 funding facilities. In most cases, the loans will remain in one of the funding facilities for only a short time, generally less than 45 days, 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 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 funding facilities. We rely on the cash generated from the sale of loans to fund future loans and repay borrowings under our 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 6, Borrowings, of the notes to the unaudited condensed consolidated financial statements, as of September 30, 2025, we had 17 different funding facilities and financing facilities in different amounts and with various maturities together with the Senior Notes. At September 30, 2025, the aggregate available amount under our facilities was $23.8 billion, with combined outstanding balances of $10.6 billion and unutilized capacity of $13.2 billion.

The amount of financing actually advanced on each individual loan under our 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 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 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 funding facilities fluctuates significantly based on our origination volume, the amount of time it takes us to sell the loans we originate 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 funding facilities or to self-fund a portion of our loan originations. Buy-down funds are included in Cash and cash equivalents on the Consolidated Balance Sheets. We have the ability to withdraw these funds at any time, unless a margin call has been made or a default has occurred under the relevant facilities. We will also deploy cash to self-fund loan originations, a portion of which can be transferred to a funding facility or the early buy out line, provided that such loans meet the eligibility criteria to be placed on such lines.

We remain in a strong liquidity position, with total liquidity of $9.3 billion as of September 30, 2025, which includes $5.8 billion of cash and cash equivalents, $0.4 billion of corporate cash used to self-fund loan originations, a portion of which could be transferred to funding facilities (warehouse lines) at our discretion, $1.1 billion of undrawn lines of credit from financing facilities, and $2.0 billion of undrawn MSR lines. The total available cash includes $4.0 billion of proceeds from unsecured senior notes issued during the second quarter of 2025, in anticipation of refinancing Mr. Cooper's unsecured debt, funding related fees and expenses, and paydown existing MSR debt upon closing. Subsequent to September 30, 2025, the Company completed the restructuring of approximately $5.0 billion of Mr. Cooper's legacy unsecured debt. Of this amount, $3.1 billion was fully redeemed or tendered using proceeds from June 2025 unsecured note issuance, and $1.8 billion was refinanced through an exchange offer. The remaining notes were assumed by Rocket Mortgage following the merger. In addition, the Company increased its Revolving Credit Facility to $2.3 billion, with the related liability transferred to Rocket Companies, further strengthening the combined entity's liquidity position.

Margin cash held on behalf of counterparties is recorded in Cash and cash equivalents, and the related liability is classified in Other liabilities in the Condensed Consolidated Balance Sheets. Margin cash pledged to counterparties is excluded from Cash and cash equivalents and instead recorded in Other assets, as a receivable, in the Condensed Consolidated Balance Sheets. We believe that our available cash, as well as the sources of liquidity described above, provide adequate resources to fund our anticipated ongoing operational and capital needs.





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Our funding facilities, early buy out facilities, MSRs facilities 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, 2025 and December 31, 2024.

September 30, 2025 compared to September 30, 2024

Cash Flows

Our Cash and cash equivalents and Restricted cash were $5.9 billion as of September 30, 2025, an increase of $4.6 billion, compared to $1.2 billion as of September 30, 2024. The increase was primarily driven by the Company closing its offering of $4.0 billion aggregate principal amount of senior notes in 2025.

Equity

Equity was $8.9 billion as of September 30, 2025, an increase of $0.5 billion, or 6%, compared to $8.4 billion as of September 30, 2024. The increase primarily reflects an increase of $1.5 billion as a result of the Redfin acquisition, partially offset by a reduction to Additional paid-in capital ("APIC"), driven by $1.2 billion of deferred tax impacts during the current period associated with the Up-C Collapse. Equity as of September 30, 2025 also reflected the derecognition of non-controlling interest and a corresponding recognition of APIC associated with the Class L common stock issued during the period. Refer to Notes 2, Acquisitions, 8, Income Taxes and 13, Non-controlling Interest, of the notes to the condensed consolidated financial statements, for further detail.

Distributions

During the three and nine months ended September 30, 2025, the Company paid tax distributions totaling zero and $113.8 million to holders of Holdings Units other than Rocket Companies. During the three and nine months ended 2024, the Company had no material dividend or tax distributions. Except for tax distributions, these distributions are at the discretion of our board of directors.

In connection with the Up-C Collapse transaction defined in Note 1 Business, Basis of Presentation and Accounting Policies in this Form 10Q, our board of directors authorized and declared a cash dividend (the “2025 Special Dividend”) on March 10, 2025 of $0.80 per share to the holders of our Class A common stock. The 2025 Special Dividend was paid on April 3, 2025 to holders of the Class A common stock of record as of the close of business on March 20, 2025.

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, 2025 from information and amounts previously disclosed as of December 31, 2024 in our Annual Report on Form 10-K under the caption “Contractual Obligations, Commercial Commitments and Other Contingencies”. Refer to Notes 6, Borrowings and 10, Commitments and Contingencies, 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.




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Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We have identified certain accounting policies as being critical because they require us to make difficult, subjective or complex judgments about matters that are uncertain. We believe that the judgment, estimates and assumptions used in the preparation of our consolidated financial statements are appropriate given the factual circumstances at the time. However, actual results could differ and the use of other assumptions or estimates could result in material differences in our results of operations or financial condition. Refer to “Part II - Item 7A. Quantitative and Qualitative Disclosures about Market Risk” of our 2024 Form 10-K for the detailed discussion of our critical accounting policies and estimates. Additionally, as a result of the Redfin acquisition we have identified the following accounting estimate as critical.

Acquisition Method of Accounting

The Company recorded the assets and liabilities of the acquired business at their fair value as of the date of acquisition. Fair value measurement of the acquired intangible assets includes estimates based on third-party valuation using forms of the income approach and the cost approach, which require forecasts of expected future cash flows or replacement costs. There are significant inputs used in valuing the intangible assets which are not observable in the market.

Upon completion of the acquisition, the Company recorded goodwill based on preliminary fair value of net assets acquired. The Company has a measurement period, up to one year after the date of acquisition, to make acquisition accounting adjustments for additional information that existed at the date of acquisition. Adjustments to acquisition accounting could result in changes to the preliminary fair value of net assets acquired and resulting goodwill. Refer to Note 2, Acquisitions of the Notes to Consolidated Financial Statements in this Form 10-Q for further details.

There have been no additional changes to our critical accounting policies, as described in our 2024 Form 10-K.





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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, 2024 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, 2025, 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

Except as noted below, 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.

On July 1, 2025 we completed the acquisition of Redfin as disclosed in Note 2, Acquisitions of this Form 10-Q, and are currently integrating Redfin into our operations, compliance programs and internal control processes. The financial results of Redfin are included in our unaudited condensed consolidated financial statements and constituted approximately 7% of our total assets as of September 30, 2025, including goodwill and intangible assets recorded as part of the purchase price allocation and approximately 6% of our net revenues for the nine months ended September 30, 2025. United States Securities and Exchange Commission guidance allows companies to exclude acquisitions from the assessment of internal control over financial reporting during the first year following an acquisition while integrating the acquired company. We have excluded the acquired operations of Redfin from our assessment of the Company’s internal controls over financial reporting. We will continue to evaluate the effectiveness of internal controls over financial reporting as we complete the integration of Redfin, and will make changes to our internal control framework, as necessary.

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.




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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, we may 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 pending or threatened against us are not expected to have a material adverse effect on our business, financial condition and results of operations. Refer to Note 10 Commitments and Contingencies, to the condensed consolidated financial statements under the heading Legal included in this Quarterly Report on Form 10-Q for legal proceedings and related matters.

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. We included a detailed discussion of our risk factors in “Part I - Item 1A. - Risk Factors” of our 2024 Form 10-K and in "Item 1A. Risk Factors" of our Form 10-Q for the fiscal quarter ended March 31, 2025. Other than the additional risk factors noted below, our risk factors have not changed significantly from those disclosed in our 2024 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 2024 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 2024 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

None.

Item 5. Other Information

Our insider trading policy permits our officers and directors to establish pre-approved stock trading plans pursuant to Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended. Rule 10b5-1 allows insiders to adopt written stock trading plans at a time when they are unaware of material non-public information which establish predetermined trading parameters that do not permit the insider to subsequently exercise any influence over how, when or whether to effect trades. On August 11, 2025 Matthew Rizik, a member of our board of directors, established a pre-approved Rule 10b5-1 trading plan, intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to $2,000,000 of our Class A common stock. Mr. Rizik’s trading plan is scheduled to terminate on August 1, 2026, subject to early termination for certain specified events set forth within the plan. As required by securities laws, completed trades under the trading plan are reported by the individuals on Form 4s filed with the Securities and Exchange Commission. Mr. Rizik is our only officer or director with a Rule 10b5-1 trading plan currently in place.




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Item 6. Exhibits

Exhibit Number Description
3.1
3.2
4.1 Certain instruments defining the rights of holders of long-term debt securities of the registrant and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The registrant hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.
10.1
10.2*#
10.3*#
31.1*
31.2*
32.1*
32.2*
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.




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Signature
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 6, 2025 By: /s/ Brian Brown
Date Name: Brian Brown
Chief Financial Officer and Treasurer
(Principal Financial Officer)




69
EX-10.2 2 bmorocket.htm EX-10.2 Document
EXHIBIT 10.2

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.

EXECUTION VERSION






AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

Dated as of September 4, 2025


Among:

BANK OF MONTREAL, as Buyer,


ROCKET MORTGAGE, LLC, as Guarantor

and


RCKT MORTGAGE SPE-D, LLC, as Seller






TABLE OF CONTENTS


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SCHEDULES

SCHEDULE 1-A Representations and Warranties re: Underlying Loans

SCHEDULE 1-B Representations and Warranties re: Participation Interests

SCHEDULE 1-C Representations and Warranties re: Participation Certificate

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

EXHIBIT E Jumbo Loan Criteria

EXHIBIT F Non-QM Loan Criteria

EXHIBIT G Second Lien Loan Criteria EXHIBIT H DSCR Loan Criteria






AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of September 4, 2025, among Rocket Mortgage, LLC, a Michigan limited liability company (the “Guarantor”), RCKT Mortgage SPE-D, LLC, a Delaware limited liability company (the “Seller”), and Bank of Montreal, a Canadian chartered bank acting through its Chicago Branch (“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 agrees to transfer to Buyer all right, title and interest in and to the Purchased Assets backed by Underlying Loans (including the Servicing Rights (as hereinafter defined)) owned by Guarantor against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Purchased Assets against the transfer of funds by Seller. Guarantor owns the bare legal title to the Underlying Loans and issues Participation Interests in each such Underlying Loan to the Seller. All of the Participation Interests issued to the Seller shall be evidenced by a Participation Certificate. On the Effective Date, Buyer shall purchase the Participation Certificate from Seller. After the Effective Date, as part of separate transactions and subject to the terms and conditions herein, Seller may request, and Buyer shall, with respect to the Committed Amount, and may, with respect to the Uncommitted Amount, fund a Purchase Price Increase for the Purchased Assets based upon the allocation of certain additional Eligible Loans to one or more Participation Interests to be owned by the Seller. From time to time, the Seller may request a release of some or all of the Purchased Assets from the Buyer to the Seller in conjunction with an optional repurchase. Each such transaction involving the transfer of Purchased Assets or the allocation of additional Underlying Loans by Guarantor to one or more Participation Interests resulting in an increase or decrease in the value of the Purchased Assets and funding of a Purchase Price Increase shall be referred to herein as a “Transaction”, and, unless otherwise agreed in writing, shall be governed by this Agreement.

As additional credit enhancement in connection with the Transactions hereunder and as a condition precedent to Buyer entering into the Transactions hereunder, Guarantor shall (i) deliver a guaranty in favor of Buyer and (ii) pledge to Buyer a first priority security interest in and to the Purchased Items and the related Residual Collateral pursuant to the terms hereof.

Guarantor and Buyer are parties to that certain Master Repurchase Agreement, dated as of October 9, 2020 (as amended, supplemented and otherwise modified from time to time, the “Existing Agreement”) and agree to amend and restate the terms and conditions of the Existing Agreement in its entirety as follows subject to the terms and conditions herein contained.

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 Underlying 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 Underlying 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.

1

“Adjustable Rate Loan” shall mean an Underlying 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 Guarantor’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 Guarantor 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.

“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, Freddie Mac or RHS, as the context may require.

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

“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).

“Agency Eligible Loan” shall mean an Underlying 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 Guarantor) and 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.

“Agreement” shall mean this Amended and Restated 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 set forth in Section 12(hh) hereof.

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



2

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

“Appraised Value” shall mean, with respect to any Underlying Loan, the lesser of (i) the value set forth on the appraisal made in connection with the origination of the related Underlying 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 an Underlying 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 Underlying Loan.

“Approvals” shall mean, with respect to the Guarantor, the approvals granted by the applicable Agency or HUD, as applicable, designating the Guarantor 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 Guarantor to conduct its business in all material respects as it is then being conducted.

“Assignment and Acceptance” shall have the meaning provided in Section 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.

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

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

“Benchmark Replacement” shall mean the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been proposed by Buyer subject to Section 3(e), giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to Term SOFR for U.S. dollar-denominated syndicated or bilateral credit facilities and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.

“Benchmark Replacement Adjustment” shall mean, with respect to any replacement of Term SOFR with an Unadjusted Benchmark Replacement for each applicable Price Differential Collection Period, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by Buyer, in the commercially reasonable discretion of Buyer, giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of Term SOFR with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of Term SOFR with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated or bilateral credit facilities at such time.





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“Benchmark Replacement Conforming Changes” shall mean, with respect to any proposed Benchmark Replacement, any technical, administrative or operational changes (including changes to timing and frequency of determining rates and making payments of Price Differential, prepayment provisions, and other administrative matters) that Buyer decides may be appropriate, in the commercially reasonable discretion of Buyer, 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 the Benchmark Replacement exists, in such other manner of administration as Buyer decides is reasonably necessary in connection with the administration of this Agreement, subject to Section 3(e)).

“Benchmark Replacement Date” shall mean the earlier to occur of the following events with respect to Term SOFR:

(a) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of the date of the public statement or publication of information referenced therein and (b) the date on which the Term SOFR Administrator permanently or indefinitely ceases to provide Term SOFR; or

(b) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

“Benchmark Transition Event” shall mean the occurrence of one or more of the following events with respect to Term SOFR:

(1) a public statement or publication of information by or on behalf of the Term SOFR Administrator announcing that such administrator has ceased or will cease to provide Term SOFR, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide Term SOFR;

(2) a public statement or publication of information by the regulatory supervisor for the Term SOFR Administrator, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the Term SOFR Administrator, a resolution authority with jurisdiction over the Term SOFR Administrator or a court or an entity with similar insolvency or resolution authority over the Term SOFR Administrator, which states that the Term SOFR Administrator has ceased or will cease to provide Term SOFR permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide Term SOFR; or

(3) a public statement or publication of information by the regulatory supervisor for the Term SOFR Administrator announcing that Term SOFR is no longer representative.

“Benchmark Transition Start Date” shall mean (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by notice to Seller and Guarantor.

“Benchmark Unavailability Period” shall mean, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Term SOFR and solely to the extent that Term SOFR has not been replaced with a Benchmark Replacement, the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced Term SOFR for all purposes hereunder in accordance with this Agreement and (y) ending at the time that a Benchmark Replacement has replaced Term SOFR for all purposes hereunder pursuant to this Agreement.

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“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 [***] 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 [***] or less from the date of acquisition and overnight bank deposits of any commercial bank having capital and surplus in excess of [***], (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 [***] after the day of acquisition, (e) securities with maturities of [***] 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 [***] 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 Guarantor’s accounts (or the account of Guarantor’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 Guarantor.

“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 an Underlying 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, (i) with respect to the Guarantor, 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 Guarantor at any time if after giving effect to such acquisition Rocket Companies, Inc. ceases to own, directly or indirectly, more than fifty percent (50%) of the voting power of Guarantor’s outstanding equity interests, or (ii) with respect to the Seller, Guarantor ceases to own, directly or indirectly, one hundred percent (100%) of the voting power of Seller’s outstanding equity interests.

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“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 Guarantor. Unless Buyer notifies Guarantor (electronically or in writing) that a Closing Agent is unsatisfactory, each Closing Agent utilized by Guarantor shall be deemed satisfactory; provided, that each of Rocket Close, LLC (fka Amrock, LLC) and its Subsidiaries shall be deemed satisfactory to Buyer while it is an Affiliate of Guarantor and eligible to act as a closing agent under applicable Agency Guidelines, and provided further that Buyer shall not be required to remit any funds to the account of any Closing Agent after the date that is five (5) Business Days following the date that notice is delivered to Guarantor that such Closing Agent is unsatisfactory, and provided, further, that the Market Value shall be deemed to be zero with respect to each Underlying Loan, for so long as such Underlying Loan is a Wet-Ink Loan, as to which the proceeds of such Underlying Loan were wired to a Closing Agent with respect to which Buyer has notified Guarantor at least five (5) Business Days before funds are transferred to the account of such Closing Agent that such Closing Agent is not satisfactory.

“Closing Date” shall mean September 4, 2025.

“COBRA” shall have the meaning assigned thereto in Section 12(r) hereof.

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

“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 Agreement, or (iv) if the Custodian initiated any changes on the MERS eRegistry in contravention of the terms of the Custodial Agreement.





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“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 an Underlying Loan that is secured by a First Lien (or with respect to a Second Lien Loan, a Second 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 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 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.

“Credit Limit” shall mean, with respect to each HELOC, the maximum amount permitted under the terms of the related Credit Line Agreement.

“Credit Line Agreement” shall mean, with respect to each HELOC, the related home equity line of credit agreement, account agreement and promissory note (if any) executed by the related Mortgagor and any amendment or modification thereof.

“Custodial Agreement” shall mean the Amended and Restated Custodial Agreement, dated as of the date hereof, among the Seller, Guarantor, Buyer 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 Agreement.


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“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, the Guarantor and the Seller; provided, however, following the occurrence of an Event of Default that has not been waived, Seller and Guarantor shall have no consent rights with respect to selection of the Custodian.

“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” shall mean BMO Bank, N.A.

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

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

“Draw” shall mean, with respect to each HELOC, an additional borrowing by the Mortgagor in accordance with the related Credit Line Agreement.

“DSCR Loan” shall mean an Underlying Loan originated for a business purpose, secured by one or more nonowner occupied Mortgaged Properties, where the primary purpose of each such Mortgaged Property is to serve as a rental investment property, and which conforms to the criteria set forth in Exhibit H hereto.

“Due Date” shall mean the day of the month on which the Monthly Payment is due on an Underlying 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 43 hereof with respect to any or all of the Underlying Loans or the Seller and Guarantor or related parties, as desired by Buyer from time to time.

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

(1) a determination by Buyer that at least three currently outstanding U.S. dollar- denominated syndicated or bilateral credit facilities at such time contain (as a result of amendment or as originally executed) as a benchmark interest rate, in lieu of Term SOFR, a new benchmark interest rate to replace Term SOFR, and

(2) the election by Buyer to declare that an Early Opt-in Election has occurred and the provision by Buyer of written notice of such election to Seller.

“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.

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



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“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 Agreement.

“Electronic Tracking Agreement” shall mean the amended and restated electronic tracking agreement among Buyer, the Guarantor, MERSCORP Holdings, Inc. and MERS, in form and substance acceptable to Buyer to be entered into in the event that any of the Underlying Loans become MERS Loans, as the same may be amended, restated, supplemented or otherwise modified from time to time; provided that if no Underlying Loans are or will be MERS Loans, all references herein to the Electronic Tracking Agreement shall be disregarded.

“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 an Underlying Loan (i) as to which the representations and warranties in Section 12(v) and 12(w) and Schedule 1-A 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 Underlying 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 Agreement to the Guarantor 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 Agreement under any Transmittal Letter (as defined in the Custodial Agreement) 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 Underlying Loan is either in active forbearance or thirty (30) or more days past due;




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8. if the Purchase Price with respect to such Underlying Loan, when added to the aggregate outstanding Purchase Price of all Underlying Assets that are then subject to Transactions, exceeds the Maximum Aggregate Purchase Price;

9. if such Underlying Loan is a Wet-Ink Loan and the Purchase Price with respect to 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 (i) during the first five (5) or last five (5) Business Days of any month, [***], or (ii) at any other time, [***], in each case of the Maximum Aggregate Purchase Price;

10. if (x) such Underlying Loan has been subject to a Transaction for greater than sixty (60) days, and the aggregate outstanding Purchase Price of other Underlying Loans that have been subject to a Transaction for greater than sixty (60) days exceeds [***] of the Maximum Aggregate Purchase Price or (y) such Underlying Loan is a Jumbo Loan that has been subject to a Transaction for greater than sixty (60) days, and the aggregate outstanding Purchase Price of other Jumbo Loans that have been subject to a Transaction for greater than sixty (60) days exceeds [***] of the [***] of the Maximum Aggregate Purchase Price referenced in the immediately preceding clause (x);

11. if such Underlying Loan is a Wet Loan and has remained a Wet Loan for more than twelve (12) Business Days after the related Purchase Date;

12. that is not a Jumbo Loan, Specified Jumbo Loan, Non-QM Loan, Specified Origination Loan, Second Lien Loan, HELOC or DSCR Loan;

13. if such Underlying Loan is subject to a Transaction for more than (w) with respect to Underlying Loans other than Second Lien Loans and Specified Jumbo Loans, [***], (x) with respect to Second Lien Loans, [***], and (y) with respect to Specified Jumbo Loans, [***];

14. if such Underlying Loan is a Non-QM Loan or a DSCR Loan and the Purchase Price with respect to such Non-QM Loan or a DSCR Loan when added to the aggregate outstanding Purchase Price of all other Non-QM Loans (including, for the avoidance of doubt, Specified Origination Loans) and DSCR Loans that are then subject to outstanding Transactions hereunder, exceeds [***] of the Maximum Aggregate Purchase Price (the “Non-QM Loan Concentration Limit”);

15. if such Underlying Loan is a Specified Origination Loan and the Purchase Price with respect to such Specified Origination Loan when added to the aggregate outstanding Purchase Price of all other Specified Origination Loans that are then subject to outstanding Transactions hereunder, exceeds [***] of the Non-QM Loan Concentration Limit;

16. if such Underlying Loan is a Non-QM Loan (including, for the avoidance of doubt, a Specified Origination Loan), such Underlying Loan does not satisfy the applicable criteria set forth on Exhibit F hereto, as such exhibit may be amended from time to time by Buyer in its sole discretion;

17. if such Underlying Loan is a Second Lien Loan and the Purchase Price with respect to such Second Lien Loan when added to the aggregate outstanding Purchase Price of all other Second Lien Loans that are then subject to outstanding Transactions hereunder, exceeds $[***] (the “Second Lien Loan Concentration Limit”);




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18. if such Underlying Loan is a HELOC and the Purchase Price with respect to such HELOC when added to the aggregate outstanding Purchase Price of all other HELOCs that are then subject to outstanding Transactions hereunder, exceeds [***] of the Second Lien Loan Concentration Limit;

19. if such Underlying Loan is a Second Lien Loan, such Loan does not satisfy the applicable criteria set forth on Exhibit G hereto, as such exhibit may be amended from time to time by Buyer in its sole discretion;

20. if such Underlying Loan is a Jumbo Loan and the Purchase Price with respect to 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 [***] of the Maximum Aggregate Purchase Price; or

21. if such Underlying Loan is a Specified Jumbo Loan and the Purchase Price with respect to such Specified Jumbo Loan when added to the aggregate outstanding Purchase Price of all other Specified Jumbo Loans that are then subject to outstanding Transactions hereunder, exceeds [***] of the Maximum Aggregate Purchase Price.

“Eligible Participation Certificate” shall mean a Participation Certificate that satisfies the applicable representations and warranties set forth on Schedule 1-C with respect thereto at all times.

“Eligible Participation Interest” shall mean a Participation Interest that satisfies the applicable representations and warranties set forth on Schedule 1-B with respect thereto at all times.

“eMortgage Loan” shall mean an Underlying Loan, other than a FHA Loan, RHS Loan or VA 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.

“eNote Control and Bailment Agreement” shall mean, with respect to eMortgage Loans, a master control and bailment agreement, by and among a Take-out Investor with respect to eMortgage Loans, Buyer and Seller Parties, setting forth the bailment terms and conditions for all Transfers of the Control and/or Transfer of Location of eNotes and deliveries of the Authoritative Copies thereof, from Buyer to a Take-out Investor (or their respective designees) of eMortgage Loans for the purposes of such Take-out Investor’s inspection and determination to purchase related eMortgage Loans from Guarantor, all in such form and containing such terms and conditions as approved by Buyer in its sole discretion.

“eNote Replacement Failure” shall mean with respect to an eNote, if Custodian shall not have complied with the requirements of Section 4(d)(ii) of the Custodial Agreement.

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



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“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 or Guarantor is a member.

“Escrow Payments” shall mean, with respect to any Underlying 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, Pub. L. No. 106-229, 114 Stat. 464 (codified at 15 U.S.C. §§ 7001-31), as the same may be supplemented, amended, recodified or replaced from time to time.

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

“Event of Default” shall have the meaning provided in Section 18 hereof.

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

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

“Fannie Mae” shall mean Fannie Mae, or any successor thereto.

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

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

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

“Federal Reserve Bank of New York’s Website” shall mean the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

“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 Act” shall mean the Federal Housing Administration Act.

“FHA Loan” shall mean an Underlying 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 an Underlying Loan.



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“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.

“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.

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

“Freddie Mac” shall mean Freddie Mac, or any successor thereto.

“Freddie Mac Guide” shall mean the Freddie Mac Single-Family Seller/Servicer Guide, as the same may hereafter from time to time be amended.

“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 same may hereafter from time to time be amended.

“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.

“Gross Margin” shall mean, with respect to each adjustable rate Loan, the fixed percentage amount set forth in the related Note.

“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.

“Guarantor” shall mean Rocket Mortgage, LLC, and its successors in interest and assigns.

“Guarantor Event of Default” shall have the meaning set forth in the Guaranty.

“Guaranty” shall mean that certain Guaranty, dated as of September 4, 2025, made by Guarantor for the benefit of Buyer, as the same may be further amended, restated, supplemented or otherwise modified from time to time.


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“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.

“Haircut Amount” shall mean, with respect to an Eligible Loan proposed for a Transaction hereunder, the difference, if any, between (a) with respect to (i) a Wet-Ink Loan, the amount required to be sent to the Closing Agent and (ii) an Underlying Loan other than a Wet-Ink Loan, the amount required by the related warehouse lender to release its security interest therein less (b) the related Purchase Price.

“HARP Loan” shall mean an Underlying Loan that is eligible (including pursuant to exceptions or variances provided to Guarantor) 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 Rocket Mortgage, LLC, 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 the MERS® eRegistry.

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

“HELOC” shall mean a home equity revolving line of credit secured by a mortgage, deed of trust or other instrument creating a second lien on the related Mortgaged Property, which lien secures the related line of credit and that is underwritten in accordance with the Underwriting Guidelines.

“High Cost Loan” shall mean an Underlying 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.

“Income” shall mean, with respect to any Purchased Asset and the related Underlying Asset at any time until the related Purchased Assets is repurchased (or such Underlying Loan is released from the Participation Certificate) by Seller in accordance with the terms of this Agreement, without duplication, any principal and/or interest thereon and all dividends, sale proceeds (including, without limitation, any proceeds from the liquidation or securitization of such Underlying 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 Underlying Asset.



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“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 Guarantor’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 Underlying Loans, or transactions related to the financing of recoverable servicing advances.

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

“Independent Director” shall mean, with respect to any corporation or limited liability company, an individual who: (i) is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company or, if none of those companies is then providing professional independent directors, another nationally-recognized company reasonably approved by Buyer, in each case that is not an Affiliate of such corporation or limited liability company and that provides professional independent directors and other corporate services in the ordinary course of its business; (ii) is duly appointed as a member of the board of directors of such corporation or as an independent manager, member of the board of managers, or special member of such limited liability company; and (iii) is not, and has never been, and will not while serving as Independent Director be (a) a member (other than an independent, non-economic “springing” member), partner, equityholder, manager, director, officer or employee of such corporation or limited liability company or any of its equityholders or affiliates (other than an affiliate that is not in the direct chain of ownership of such corporation or limited liability company and that is a single-purpose entity; provided that the fees such individual earns from serving as an Independent Director of such affiliates in any given year constitute in the aggregate less than 5% of such individual’s annual income for that year); (b) a creditor, supplier or service provider (including provider of professional services) to such corporation or limited liability company or any of its equityholders or affiliates (other than a nationally recognized company that routinely provides professional independent managers or directors and that also provides lien search and other similar services to such corporation or limited liability company or any of its equityholders or affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (d) a Person that controls (whether directly, indirectly or otherwise) any of clauses (i) or (ii) above.

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

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“Insured Closing Letter” shall mean, with respect to any Wet Loan that becomes subject to a Transaction before the end of the applicable rescission period, 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 Guarantor 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 Guarantor, Buyer, One Reverse Mortgage, 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, Banco Santander, S.A. New York Branch, and Wells Fargo Bank, N.A., 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 Only Adjustment Date” shall mean, with respect to each Interest Only Loan, the date, specified in the related Note on which the Monthly Payment will be adjusted to include principal as well as interest.

“Interest Only Loan” shall mean an Underlying Loan which only requires payments of interest for a period of time specified in the related Note.

“Interest Rate Adjustment Date” shall mean the date on which an adjustment to the Mortgage Interest Rate with respect to each Underlying Loan becomes effective.

“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 Guarantor, Buyer, One Reverse Mortgage, 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, Banco Santander, S.A. New York Branch, Wells Fargo Bank, N.A. 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 Guarantor, Buyer, 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, One Reverse Mortgage, LLC, Citibank N.A., Banco Santander, S.A. New York Branch, Wells Fargo Bank, 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.




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“Jumbo Loan” means an Underlying Loan where the original outstanding principal amount of such Underlying Loan exceeds the eligibility limits for purchases by Freddie Mac or Fannie Mae and which conforms to the criteria set forth in Exhibit E hereto.

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

“Loan Documents” shall mean, with respect to an Underlying Loan, the documents comprising the Mortgage File for such Underlying 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 Guarantor, any other information reasonably required by Buyer and any other additional applicable information to be provided in the Loan Schedule pursuant to the Custodial Agreement.

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

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

“Manufactured Home” shall mean a prefabricated or manufactured home on which a lien secures an Underlying Loan and which is considered and treated as “real estate” under applicable law.

“Manufactured Home Loan” shall mean an Agency Eligible Loan secured by a Manufactured Home provided that (a) such Manufactured Home is attached to a permanent foundation or affixed to the land, is no longer transportable (mobile homes) and is considered and treated as “real estate” under applicable law, (b) such Manufactured Home is originated in compliance with Title II under FHA 203(b) and (c) such Agency Eligible Loan is eligible for securitization by an Agency pursuant to the terms of the applicable Agency Guidelines.

“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 Underlying Asset as of any date of determination, the whole loan servicing released fair market value of such Underlying Asset on such date as determined in good faith by Buyer 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, available objective indications of value, to the extent deemed by Buyer to be reliable and applicable to the related Underlying Asset and the related Guarantor. Buyer’s good faith determination of Market Value will be conclusive and binding on the parties absent manifest error.

“Master Collection Account” shall mean the following account Name of Bank: BMO Harris Bank









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Bank ABA Number: [***]
Bank SWIFT [***]
Account Number: [***]
Account Name: Bank of Montreal - Chicago Branch
Account Type: [***] Bank City and State: Chicago, Illinois
Reference: Rocket Mortgage, LLC

“Master Servicer” shall mean, with respect to an eNote, the party that is designated in the MERS® eRegistry as the “Master Servicer”, and that in such capacity is authorized by the Controller to perform certain MERS® eRegistry transactions on behalf of the Controller.

“Material Adverse Effect” shall mean a material adverse change in Seller’s or Guarantor’s consolidated financial condition or business operations or Property, or other event which adversely affects the Seller’s or Guarantor’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 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, Master Servicer, Subservicer (if any) and Location of the Authoritative Copy of registered eNotes.

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

“MERS Loan” shall mean any Underlying 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 Org ID” shall mean a number assigned by the Electronic Agent that uniquely identifies MERS members, or, in the case of a MERS Org ID that is a “Secured Party Org ID”, uniquely identifies MERS® eRegistry members, which assigned numbers for each of Buyer, Guarantor and Custodian have been provided to the parties hereto.

“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.




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“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.

“Monthly Payment” shall mean the scheduled monthly payment of principal and interest on an Underlying 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 an Underlying Loan, the mortgage, deed of trust or other instrument, which creates a First Lien (or with respect to a Second Lien Loan, a Second 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 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.

“Non-QM Loan” shall mean an Underlying Loan that meets the requirements set forth in Exhibit F hereto, as such exhibit may be amended from time to time by Buyer in its sole discretion, and was originated on or after January 10, 2014, which does not (i) meet the requirements of Section 1026.43(e)(1)(i) of Regulation Z and (ii) is not a “qualified residential mortgage” as each such term is defined under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended, and any regulations, rulings, interpretations or orders promulgated by any Governmental Authority having jurisdiction thereunder including, without limitation, the Consumer Financial Protection Bureau.

“Note” shall mean, with respect to any Underlying Loan, the related promissory note, including an eNote, together with all riders thereto and amendments thereof, or, in the case of a HELOC, the related Credit Line Agreement, or other evidence of such indebtedness of the related Mortgagor. For the avoidance of doubt, with respect to any Underlying Loan which is a CEMA Loan, the “Note” with respect to such Underlying 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, including, for the avoidance of doubt, the Commitment Fee and all other fees due under the Pricing Side Letter; (b) any and all sums paid by Buyer or on behalf of Buyer pursuant to the Program Documents in order to preserve any Underlying 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 Underlying 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.

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

“Operating Account” shall mean the account established pursuant to Section 4(e) hereof.

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

“Participants” shall have the meaning provided in Section 38(e) hereof.

“Participation Agreement” shall mean that certain Master Participation Agreement, dated as of September 4, 2025, between Guarantor, as the company, and Seller, as the participant, as may be amended, restated, supplemented or otherwise modified from time to time.

“Participation Certificate” shall mean the original participation certificate that is executed and delivered in connection with Participation Interests.

“Participation Interests” shall mean, with respect to an Underlying Loan, all of the economic, beneficial and equitable ownership interests (together with the related Servicing Rights) therein that are issued by Guarantor to Seller pursuant to the Participation Agreement, which Participation Interests shall be evidenced by the Participation Certificate.

“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” means 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 4001(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” 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 Underlying 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 360‑day‑per‑year 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 Guarantor to Buyer with respect to such Transaction).


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“Price Differential Collection Period” shall mean, with respect to each Underlying Loan and Price Differential Payment Date (except for the initial Price Differential Payment Date for such Underlying Loan), the period that commences on the first (1st) day of the preceding month and ends on the last day of such month. The Price Differential Collection Period with respect to the initial Price Differential Payment Date for a Underlying Loan shall be the period that commences on the applicable Purchase Date and ends on the last day of such month.

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

“Price Differential Payment Date” shall mean (i) the fifth (5th) calendar day of the month, or the next succeeding Business Day if such calendar day shall not be a Business Day and (ii) the Termination Date.

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

“Pricing Rate” shall, as of any date of determination, be equal to the sum of (a) the greater of (i) the sum of (1) Term SOFR or, to the extent implemented in accordance with this Agreement, the Benchmark Replacement plus (2) the Term SOFR Adjustment and (ii) the Pricing 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, among the Seller, the Guarantor 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 Agreement, any Servicing Agreement, the Pricing Side Letter, the Guaranty, any Instruction Letter, the Intercreditor Agreement, the Joint Securities Account Control Agreement, the Joint Account Control Agreement, the Participation Agreement, the Electronic Tracking Agreement and any other agreement entered into by the Seller or Guarantor, 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.

“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 Guarantor in such Cooperative Unit.

“Purchase Date” shall mean, with respect to each Transaction, either (i) the date on which the Participation Certificate and initial Participation Interests (including the Underlying Loans represented thereby) are transferred by Seller to Buyer or its designee, or (ii) the date on which there is a Purchase Price Increase with respect to the Participation Certificate in connection with the conveyance to the Guarantor of one (1) or more additional Underlying Loans and the issuance of additional Participation Interests therein.


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“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 (1) as of the initial Purchase Date, the product of, with respect to each Underlying Loan, (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, and (2) on any day after the related Purchase Date, the amount determined under the immediately preceding clause (1), (i) increased by the amount of any Purchase Price Increase related to the conveyance to the Guarantor of additional Underlying Loans and issuance to Seller of Participation Interests therein, and (ii) decreased by (A) the amount of any cash previously transferred by the Seller to Buyer and applied to reduce the Purchase Price of such Purchased Assets and (B) the amount of any Purchase Price Decrease.

“Purchase Price Decrease” shall mean a decrease in the Purchase Price by an amount equal to the related Purchase Price of any Underlying Loan related to a Purchased Asset that is required to be reduced in accordance with this Agreement.

“Purchase Price Decrease Date” shall mean, with respect to any Underlying Loan related to a Purchased Asset, the earliest to occur of (i) any date on which the Market Value of such Underlying Loan is reduced to zero, (ii) any date the Seller is required to remit the Repurchase Price in accordance with Section 3(j) with respect to (x) an Underlying Loan relating to a Purchased Asset ceasing to be an Eligible Loan, (y) a Participation Certificate that is a Purchased Asset ceasing to be an Eligible Participation Certificate, or (z) a Participation Interest that is a Purchased Asset ceasing to be an Eligible Participation Interest, or (iii) any other date communicated by Buyer to Seller in connection with a required Purchase Price Decrease under the terms of this Agreement and agreed to in writing between Buyer, Guarantor and Seller prior to the related Purchase Date with respect to such Underlying Loan.

“Purchase Price Increase” shall mean an increase in the Purchase Price for the Purchased Assets equal to the amount of the related Purchase Price of each Underlying Loan conveyed to the Guarantor and issuance to Seller of Participation Interests therein, as requested by Seller pursuant to Section 3 hereof.

“Purchased Assets” means the collective reference to the Participation Certificate and related Participation Interests (representing the beneficial interest in the Underlying Loans) sold by Seller to Buyer in a Transaction hereunder.

“Purchased Items” shall have the meaning assigned thereto in Section 8(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 an Underlying Loan that satisfies the criteria for a “qualified mortgage” as set forth in the QM Rule.

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

“Rate Change Notice” shall have the meaning assigned thereto in Section 3(e).

“Reacquired Assets” shall have the meaning assigned thereto in Section 16.

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“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, Guarantor or any other person or entity with respect to an Underlying 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 an Underlying Loan that is an Underlying Asset, including, without limitation, the complete payment and modification history of each Underlying Loan that is an Underlying Asset.

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

“Related Security” shall have the meaning assigned thereto in Section 8(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 (in whole or in part) subject to a Transaction from Buyer, including in connection with an Underlying Loan that is to be released from a Participation Interest, which shall be the earliest of (i) the Termination Date, (ii) the date set forth in the applicable Confirmation, or (iii) any date determined by application of the provisions of Section 3(g), (h), (i) and (j), Section 15, or Section 19.

“Repurchase Price” shall mean the sum of (i) the price at which the Purchased Assets are to be transferred from Buyer to the Seller (or an Underlying Loan is to be released from a Participation Interest) 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 each Underlying Loan as of the related Repurchase Date 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.

“Residual Collateral” means all now existing and hereafter arising right, title and interest of Guarantor in, under and to the following:

(i) all Underlying Loans;




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(ii) all Mortgage Files, including without limitation all promissory notes, and all servicing records, and any other collateral pledged or otherwise relating to such Underlying Loans, together with all related files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, including electronic records;

(iii) all rights of Guarantor to receive from any third party or to take delivery of any servicing records or other documents which constitute a part of the Mortgage File or servicing file, all rights of Guarantor to receive from any third party or to take delivery of any Records or other documents which constitute a part of the Mortgage File;

(iv) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Underlying Loan and all claims and payments thereunder;

(v) all other insurance policies and insurance proceeds relating to any Underlying Loan or any related Mortgaged Property;

(vi) all Income with respect to the Underlying Loans;

(vii) each Servicing Agreement related to the Underlying Loans;

(viii) 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 relating to or constituting any or all of the foregoing; and

(ix) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created.

“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.

“Review Appraisal” shall mean a review whereby a licensed appraiser reviews available information with respect to the related Mortgaged Property including, without limitation, exterior only pictures and multiple listing service data to assign a value with respect to such Mortgaged Property.

“RHS Loan” shall mean an Underlying Loan originated in accordance with the Rural Housing Service Section 502 Single Family Housing Guaranteed Loan Program, which Underlying 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.

“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.



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

“Sanctioned Country” shall have the meaning set forth in Section 12(ff) hereof.

“Sanctions” shall have the meaning set forth in Section 12(ff) hereof.

“SDN List” shall have the meaning set forth in Section 12(ff) hereof.

“Second 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 second lien on the Mortgaged Property, which lien is subject to a senior First Lien.

“Second Lien Loan” means a closed-end Loan that is subject to a Second Lien on the related Mortgaged Property, or a HELOC. Notwithstanding anything in this Agreement to the contrary, Buyer may decide to enter into Transactions with respect to Second Lien Loans on an uncommitted basis, and Second Lien Loans shall not be subject to the Committed Amount under this Agreement.

“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 an Underlying Loan to the related Mortgagor within thirty (30) days after the date on which such Underlying 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 Underlying 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 Guarantor in its capacity as servicer or master servicer of such Underlying Loans or such other servicer as mutually acceptable to Buyer and the Guarantor.

“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 42(c) hereof.




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“Servicing File” shall mean with respect to each Underlying Loan, the file retained by the Guarantor (in its capacity as Servicer) consisting of all documents that a prudent servicer would have, including copies of all documents necessary to service the Underlying Loans.

“Servicing Records” shall have the meaning assigned thereto in Section 42(b) hereof.

“Servicing Rights” shall mean contractual, possessory or other rights of the Guarantor or any other Person, whether arising under the Servicing Agreement, the Custodial Agreement or otherwise, to administer or service an Underlying 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 Guarantor.

“Settlement Agent” shall mean any Person that is insured against errors and omissions in an amount reasonably satisfactory to Buyer in its sole discretion, designated by Guarantor to receive the applicable Purchase Price from Buyer, for the account of Guarantor, for the purpose of funding or originating an Underlying Loan.

“SOFR” shall mean, with respect to any day, the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.

“Specified Jumbo Loan” shall mean a Jumbo Loan with an unpaid principal balance greater than $[***] but less than or equal to $[***].

“Specified Origination Loan” shall mean a Non-QM Loan that meets the requirements highlighted in yellow set forth in Exhibit F hereto, as such exhibit may be amended from time to time by Buyer in its sole discretion.

“Subservicer” shall have the meaning provided in Section 42(c) hereof.

“Subservicer Field” shall mean, 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 16.

“Table-Funded Wet Loan” shall mean any Underlying Loan that is closed in part, either directly or indirectly, with the Purchase Price paid by Buyer for such Underlying Loan and (i) for which the Custodian has not received a complete Mortgage File from the Guarantor, or (ii) the Underlying Loan is an eMortgage Loan.



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“Takeout Commitment” shall mean, with respect to any Underlying Loan, (i) a commitment issued by a Takeout Investor in favor of the Guarantor pursuant to which such Takeout Investor agrees to purchase such Underlying 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 Guarantor pursuant to which such Agency, as applicable, agrees to (a) purchase such Underlying Loan at a specific or formula price on a forward delivery basis or (b) swap, exchange or sell one or more identified Underlying Loans with an Agency for a Security, and (iii) an assignable commitment (where available) issued by a Takeout Investor in favor of the Guarantor pursuant to which the Takeout Investor, as applicable, agrees to purchase a Security from Guarantor.

“Takeout Investor” shall mean, with respect to: (i) eMortgage Loans, (a) Freddie Mac or Fannie Mae or (b) any other institution which has made a Take-out Commitment and that has been specifically approved by Buyer in accordance with the Custodial Agreement, for purchases of eMortgage Loans and, in each case, with which Buyer, Seller and Guarantor have entered into an eNote Control and Bailment Agreement; provided, however, that if at any time such eNote Control and Bailment Agreement ceases to be in full force and effect or if such Take-out Investor shall fail to perform any of its obligations thereunder, such Take-out Investor shall cease to be an Take-out Investor automatically upon any such failure; provided, that, for the avoidance of doubt, Ginnie Mae is not an Take-out Investor and (ii) any other Underlying Mortgage Loan, a third party which has agreed to purchase Underlying 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, with respect to any Transaction for any day, the Term SOFR Reference Rate for a one month tenor, as such rate is published by the Term SOFR Administrator for such day; provided, however, that if as of 5:00 p.m. (New York City time) the Term SOFR Reference Rate for the foregoing tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to Term SOFR has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator.

“Term SOFR Adjustment” shall have the meaning assigned to such term in the Pricing Side Letter.

“Term SOFR Administrator” shall mean CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by Buyer in its sole discretion).

“Term SOFR Reference Rate” 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 19, 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.



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“Transfer” shall have the meaning provided in Section 13(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” shall mean, with respect to an eNote, a MERS® eRegistry transfer transaction used to request a change to the current Master Servicer or Subservicer (if any) 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 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.

“Unadjusted Benchmark Replacement” shall mean the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“Unauthorized Servicing Modification” shall mean, with respect to an eNote, a Transfer of Location, a Transfer of Servicing or a change in any other information, status or data initiated by the Master Servicer, Subservicer (if any) or a Vendor of the Master Servicer or Subservicer (if any) with respect to such eNote on the MERS® eRegistry.

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

“Underlying Assets” shall mean any of the following assets made subject to a Transaction with Buyer on a servicing-released basis: the Underlying Loans made subject to a Transaction 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), Takeout Commitments, and income of any kind, all proceeds related to the sale, securitization, liquidation, or other disposition of the Underlying Assets, and any participation interest in a loan made subject to a Transaction with Buyer and any Security related to an Eligible Loan, as applicable and with respect to each Underlying 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 “Underlying Assets” with respect to any Transaction at any time shall also include Substitute Assets delivered pursuant to Section 16 hereof.

“Underlying Loan” shall mean a First Lien or Second 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 Underlying Loan includes, without limitation, (i) a Note, the related Mortgage and all other Loan Documents and (ii) all right, title and interest of the Guarantor in and to the Mortgaged Property covered by such Mortgage.


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“Underwriting Guidelines” shall mean any underwriting guidelines (in addition to the Agency Guidelines) of the Guarantor applicable to the Underlying 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.

“U.S. Government Securities Business Day” shall mean any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S.C.” 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” an Underlying 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 an Underlying Loan (subject to a maximum amount) upon default of the Mortgagor pursuant to the Serviceman’s Readjustment Act, as amended.

“VA Regulations” shall mean the regulations promulgated by the Veterans Administration pursuant to the Serviceman’s Readjustment Act, as amended, codified in 36 Code of Federal Regulations, and other VA issuances relating to VA Loans, including related Handbooks, Circulars and Notices.

“Vendor” shall mean, with respect to an eNote, a party recognized by MERS as a “vendor” authorized to perform certain MERS® eRegistry transactions on behalf of a MERS® eRegistry participant.

“Wet Loan” shall mean either a Table-Funded Wet Loan or a Document Deficient Loan, which is underwritten in accordance with the applicable Agency Guidelines or Underwriting Guidelines.

“Wet-Ink Loan” shall mean an Underlying Loan that is closed in part, either directly or indirectly, with the Purchase Price paid by Buyer for such Underlying Loan and (a) for which Custodian has not yet received a complete Mortgage File, or (b) such Underlying Loan is an eMortgage Loan. An Underlying 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 Underlying Loan confirming that Custodian has physical possession (or Control with respect to eMortgage Loans) of the related Mortgage File (as defined in the Custodial Agreement) and that there are no Exceptions (as defined in the Custodial Agreement) with respect to such Underlying Loan. No Underlying Loan that is fully table-funded by Seller or any third party shall be eligible as a Wet-Ink Loan under this Agreement.

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“Wet-Ink Transaction” shall mean a Transaction in which a Wet-Ink Loan is the Underlying 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).

“Yield Protection Notice” shall have the meaning assigned thereto in Section 3(h) hereof.

(a) 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.

(b) 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”.

Any Default or Event of Default hereunder shall be deemed to be continuing unless such Default or Event of Default is explicitly waived in writing by Buyer in its sole and absolute discretion or such Default is cured and, once such Event of Default is explicitly waived in writing by Buyer or such Default is cured or explicitly waived in writing by Buyer, shall be deemed to be not continuing, subject to and in accordance with the terms and conditions of any applicable waiver.

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, Guarantor 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, Guarantor a servicer of the Underlying Assets, any other Person or the Underlying Assets themselves.

3. THE TRANSACTIONS

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(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 a Transaction with respect to (i) the Participation Certificate, on the initial Purchase Date, or (ii) a Purchase Price Increase in respect of the issuance of additional Participation Interests to Seller in respect of additional Underlying Loans proposed to be originated or purchased by the Guarantor 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 will use commercially reasonable efforts to provide Seller and Guarantor with at least seven (7) Business Days’ prior written notice and shall in no event provide, less than three (3) Business Days’ notice, before exercising its discretion to cease entering into Transactions with Seller and Guarantor for all or any portion of the Uncommitted Amount. Unless otherwise agreed to between Buyer, Guarantor and the Seller in writing, all purchases of Purchased Assets 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 Underlying Loan other than a Wet-Ink Loan, the Seller or Guarantor shall request that Buyer enter into a Transaction with respect to any Purchased Asset or proposed Purchase Price Increase in respect of the issuance of additional Participation Interests to Seller in respect of additional Underlying Loans proposed to be originated or purchased by Guarantor 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”):

Underlying 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 Underlying 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 Guarantor shall cause (on or prior to 2:00 p.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 Buyer, (iii) the Location status of the related eNote to be transferred to Custodian, (iv) the Delegatee status of the related eNote to be transferred to Custodian, (v) the Master Servicer status of the related eNote to be transferred to Guarantor and (vi) the Subservicer status of the related eNote to be transferred to Guarantor, in each case using MERS eDelivery and the MERS eRegistry.

Each Transaction Notice shall include a Loan Schedule.

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Buyer will confirm the terms of such Transaction, including the proposed Purchase Date, Purchase Price and Pricing Rate, by sending to the Guarantor, 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 Guarantor 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 Guarantor with respect to the Transaction to which the Transaction Notice and Confirmation, if any, relates. By entering in to a Transaction with Buyer, the Guarantor consents to the terms set forth in any related Confirmation.

(b) Guarantor shall deliver to the Custodian, in accordance with the terms of the Custodial Agreement, the Mortgage File pertaining to each Eligible Loan to be made subject to a Transaction hereunder on the requested Purchase Date. In accordance with the Custodial Agreement the Custodian shall deliver to Buyer, a Trust Receipt with a Custodial Loan Transmission attached thereto. Any 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 Agreement, and shall replace the Custodial Loan Transmission that is then appended to the Trust Receipt.

(c) Upon the Seller’s request to enter into a Transaction pursuant to Section 3(a), assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and 9(b) have been met, and provided no Default or Event of 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”) (i) Buyer shall purchase the Participation Certificate on the initial Purchase Date or (ii) Guarantor or Seller shall direct or cause the additional Underlying Loans originated or purchased by the Guarantor to be allocated to the Participation Certificate on the related Purchase Date therefor, subject to the transfer of the Purchase Price Increase to Seller in an amount equal to the related Purchase Price for such Underlying Loans. In connection with entering into such Transaction, the Seller or Guarantor shall remit to the Operating Account the applicable Haircut Amount and Buyer or its designated agent shall send, or cause to be sent, the Purchase Price and Haircut Amount to the applicable warehouse lender as directed by Seller or Guarantor. The Seller and Guarantor acknowledge and agree 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.

(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 Underlying Asset that is a Wet-Ink Loan by delivering to Buyer a Transaction Notice, appropriately completed, and to Buyer and Custodian an Underlying 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, Guarantor may deliver to Buyer 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.




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(iii) Seller or Guarantor 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 twelve (12) Business Days (or two (2) Business Days in the case of eMortgage Loans) following the applicable Purchase Date in accordance with the terms and conditions of the Custodial Agreement. Subject to the terms of the Custodial 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 Agreement, Custodian shall deliver to Buyer, Seller and Guarantor 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) and 9(b), and provided that no Default or Event of Default shall have occurred and be continuing, enter into a Transaction with Guarantor on the requested Purchase Date, in the amount so requested. In connection with entering into such Transaction, the Guarantor shall remit to the Operating Account the applicable Haircut Amount and Buyer or its designated agent shall send, or cause to be sent, the Purchase Price and Haircut Amount to the Closing Agent as directed by Guarantor.

(v) Upon notice from the Closing Agent to Guarantor 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 Master Collection Account. Guarantor shall notify Buyer if a Wet-Ink Loan was not originated and has been removed from the list of Eligible Loans.

(e) Notwithstanding anything to the contrary herein or in any other Program Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, Buyer shall give prompt notice thereof to Seller and Guarantor (the “Rate Change Notice”), whereupon Term SOFR from the date specified in such notice (which shall be no sooner than ninety (90) days following the date of such notice until such time as the notice has been withdrawn by Buyer, (“Benchmark Transition Start Date”), shall be a Benchmark Replacement, (including any mathematical or other adjustments to the benchmark rate (if any) incorporated therein), together with any proposed Benchmark Replacement Conforming Changes as determined by Buyer in its commercially reasonable discretion prior to the applicable Benchmark Transition Start Date. No replacement of Term SOFR with a Benchmark Replacement pursuant to this Section 3(e) will occur prior to the applicable Benchmark Transition Start Date. The Benchmark Replacement will be determined by Buyer 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 Underlying Loans, and may reflect appropriate mathematical or other adjustments to account for the transition from Term SOFR to the Benchmark Replacement (including any Benchmark Replacement Conforming Changes). In the event that Seller or Guarantor determines that either the Benchmark Replacement or the Benchmark Replacement Conforming Changes are unacceptable, Seller or Guarantor shall provide notice of same to Buyer within seventy-five (75) days of receipt of the Rate Change Notice and Seller and Guarantor shall have the right to terminate this Agreement, prior to the effective date specified in the Rate Change Notice, without the imposition of any form of penalty, breakage costs or exit fees.





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In the event that Seller and Guarantor elect to terminate this Agreement in accordance with the foregoing, it shall pay the outstanding Obligations, including all unpaid fees and expenses due to Buyer, prior to the effective date specified in the Rate Change Notice. In the event that Seller or Guarantor does not (i) provide notice that either the Benchmark Replacement or the Benchmark Replacement Conforming Changes are unacceptable within seventy-five (75) days of receipt of the Rate Change Notice, or (ii) pay the outstanding Obligations, including all unpaid fees and expenses due to Buyer, prior to the effective date specified in the Rate Change Notice, then the Benchmark Replacement or the Benchmark Replacement Conforming Changes shall become effective on the date specified in the Rate Change Notice.

(f) Upon Seller’s and Guarantor’s receipt of notice of the commencement of a Benchmark Unavailability Period, Seller or Guarantor may revoke any request for a proposed Transaction to be entered into during any Benchmark Unavailability Period.

(g) The Seller shall repurchase, and Buyer shall sell, the related Purchased Assets (or shall cause the release of the related Underlying Loans from the Participation Certificate) 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 Underlying Asset related to a Purchased Asset (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price allocable to such Underlying 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) to Seller or its designee physical possession of the Purchased Assets or shall cause the release of particular Underlying Assets (or Control with respect to eMortgage Loans) from the Participation Certificate on the related Repurchase Date. Upon such transfer of the Purchased Assets (or the release of the Underlying Loans from the Participation Certificate) back to Seller, ownership of the related Purchased Assets and each Underlying Loan, including each document in the related Mortgage File and Records, is vested in Guarantor. 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(e).

Notwithstanding anything herein to the contrary, Seller shall have the right to repurchase any or all of the Underlying Assets at any time upon one (1) Business Day’s prior notice to Buyer, without incurring breakage fees.

(h) On any Repurchase Date, the Seller or Guarantor 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 or Guarantor 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. Each of the Seller and Guarantor hereby acknowledge and agree that upon the occurrence of a Seller Termination, the Seller and Guarantor shall not be entitled to repayment or reimbursement of any fees, costs or expenses paid by the Seller or Guarantor to Buyer under this Agreement or any other Program Document, unless otherwise expressly provided for under this Agreement.

(i) Seller shall, on the Purchase Price Decrease Date for each Underlying Loan, cause the remittance to Buyer of the portion of the Repurchase Price allocable to such Underlying Loan in accordance with wire instructions provided to Seller by Buyer from time to time. Upon receipt of such Repurchase Price amount, Buyer shall apply such portion of the Repurchase Price to reduce the related Purchase Price with respect to such Underlying Loan. In addition, provided that no Event of Default shall have occurred and be continuing, Buyer shall be deemed to have simultaneously released its security interest in such Underlying Loan and shall authorize Custodian to release to the Seller or Guarantor, as applicable, or their designee the Loan Documents for such Underlying Loan and Seller shall take, or cause the Guarantor to take, physical possession of such Underlying Loan from Buyer or its designee (including the Custodian) at Seller’s or Guarantor’s expense.
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(j) [Reserved.]

(k) If any Requirements of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) adopted after the date hereof or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

(i) shall subject Buyer to any tax of any kind whatsoever with respect to this Agreement or any Purchased Assets purchased pursuant to it (excluding Taxes for which Buyer is indemnified pursuant to Section 5 of this Agreement or 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 its assignee or participant) is organized or of its applicable lending office, or any political subdivision thereof, imposed as a result of a present or former connection between Buyer and the jurisdiction imposing such Tax, U.S. federal withholding Taxes imposed on amounts payable to or for the account of Buyer under this Agreement or any Program Document, without duplication, any Taxes attributable to Buyer’s failure to comply with Section 5(c)) or change the basis of taxation of payments to Buyer in respect thereof;

(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of Term SOFR hereunder; or

(iii) shall impose on Buyer any other condition affecting this Agreement or the Transactions hereunder;

and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Buyer shall promptly notify Seller and Guarantor by delivering to Seller and Guarantor a notice with reasonable detail as to any additional amounts payable pursuant to this Section 3(k) as calculated by Buyer in a commercially reasonable manner (a “Yield Protection Notice”). Seller and Guarantor shall, within five (5) Business Days of receipt of the Yield Protection Notice, advise Buyer of its intent to either terminate this Agreement (without the imposition of any form of penalty, breakage costs or exit fees (excluding all outstanding Obligations, including all unpaid fees and expenses)) or pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amounts receivable thereafter incurred (provided that Seller shall only be obligated to pay those amounts pursuant to this Section 3(k) to the extent incurred by the Buyer (i) within ninety (90) days prior to delivery of the Yield Protection Notice to Seller and Guarantor and (ii) on or after delivery of the Yield Protection Notice to Seller and Guarantor). In the event that Seller and Guarantor elect to terminate this Agreement in accordance with the foregoing and provided that no intervening Event of Default has occurred that would otherwise permit the acceleration of this Agreement, it shall pay the outstanding Obligations, including all unpaid fees and expenses due to Buyer, within sixty (60) days of receipt of the Yield Protection Notice; provided, that if Seller and Guarantor elects to terminate this Agreement, in no event shall Seller or Guarantor pay (i) any increased costs specified in the Yield Protection Notice or (ii) any increased costs accrued during the ninety (90) days prior to receipt of such Yield Protection Notice.

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(l) On the Purchase Date for the Participation Certificate, subject to Section 3(a) of this Agreement, Seller shall deliver to Buyer the original Participation Certificate, registered in the name of Buyer, and any other documents or instruments necessary in the opinion of Buyer to effect and perfect a legally valid delivery of the Participation Certificate to Buyer. Delivery of the Participation Certificate shall be made to Buyer in accordance with Buyer’s instructions. The delivery of the Participation Certificate in accordance with this Section 3(l), or any other method acceptable to Buyer in its discretion, shall be effected in a manner sufficient to cause Buyer to be the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) with respect to the Participation Certificate and, if the Transaction is recharacterized as a secured financing, to have a perfected first priority security interest therein.

(m) Upon the sale and transfer of the Participation Certificate to Buyer as set forth in Section 3(l) and until the termination of the related Transaction and payment of the related Repurchase Price, legal title and control of the Participation Certificate shall vest exclusively in Buyer. The Participation Certificate purchased by Buyer hereunder shall be held by Buyer so long as ownership thereof vests in Buyer.

(n) Seller hereby agrees to pay any and all documented and out-of-pocket costs and expenses incurred by any party (including reasonable attorneys’ fees and expenses) in connection with any registration of the Participation Certificate purchased by Buyer in a Transaction hereunder in the name of Buyer and any ultimate re-registration or assignment of the Participation Certificate in the name of Seller or its designee.

(o) With respect to each HELOC, if a Mortgagor requests an increase in the related Credit Limit, the Guarantor, shall, in its sole discretion, either accept or reject the Mortgagor’s request in accordance with Underwriting Guidelines and notify the Buyer in writing of Guarantor’s decision. If the request for a Credit Limit increase is accepted by the Guarantor, the increase will be effected by the Guarantor through modification of the Underlying Loan with the Mortgagor. Guarantor shall deliver to the Buyer an updated Loan Schedule reflecting the modification to the Underlying Loan and shall deliver any modified Underlying Loan documents to the Custodian. Notwithstanding anything to the contrary herein, in no event shall Buyer have any obligation to fund any Draws with respect to any HELOC, which obligations shall be retained by the Guarantor.

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4. PAYMENTS; COMPUTATION

(a) Payments. Except to the extent otherwise provided herein, all payments to be made by the Seller and Guarantor 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) Prepayments. On any Business Day, Seller or Guarantor 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 and Guarantor. 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 or Guarantor 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 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 Price Differential Payment Date in accordance with Section 7(b). 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). Four (4) Business Days prior to the Price Differential Payment Date, Buyer shall provide written notice to Seller and Guarantor of the Price Differential Payment Amount and of its calculation of such Price Differential Payment Amount. All payments shall be made to Buyer in Dollars, in immediately available funds.

(e) Operating Account. From time to time, Seller or Guarantor may provide funds to Buyer for deposit to a non-interest bearing account (the “Operating Account”). The Buyer shall have non-exclusive withdrawal rights from the Operating Account. Seller and Guarantor acknowledge that Buyer acts as Seller’s and Guarantor’s agent for the limited purpose of placing funds with the Buyer, and that funds held by Buyer as Seller’s and Guarantor’s agent are not a deposit account or other liability of Buyer. Buyer shall maintain records of Seller’s and Guarantor’s interest in the funds maintained in the Operating Account. Withdrawals may be paid by wire transfer or any other means chosen by Buyer from time to time in its sole discretion.

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(f) Master Collection Account. Seller and Guarantor acknowledge that Buyer acts as Seller’s and Guarantor’s agent for the limited purpose of placing funds with the Disbursement Agent, and that funds held by Buyer as Seller’s and Guarantor’s agent are not a deposit account or other liability of Buyer. Buyer shall maintain records of Seller’s and Guarantor’s interest in the funds maintained in the Master Collection Account.

5. TAXES; TAX TREATMENT

(a) Except as otherwise required by law, all payments made by the Seller and Guarantor 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 and Guarantor for its own account not later than the date when due. If the Seller or Guarantor 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 or Guarantor, as applicable, 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 its assignee or participant) is organized or of its applicable lending office, or any political subdivision thereof , imposed as a result of a present or former connection between Buyer and the jurisdiction imposing such Tax, U.S. federal withholding Taxes imposed on amounts payable to or for the account of Buyer under this Agreement or any Program Document, or, without duplication, any Taxes attributable to Buyer’s failure to comply with Section 5(c), 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), 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) Each of the Seller and Guarantor agree 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 the case of Taxes, 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 its assignee or participant) is organized or of its applicable lending office, or any political subdivision thereof, imposed as a result of a present or former connection between Buyer and the jurisdiction imposing such Tax, U.S. federal withholding Taxes imposed on amounts payable to or for the account of Buyer under this Agreement or any Program Document, without duplication, any Taxes attributable to Buyer’s failure to comply with Section 5(c), 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 organized under the laws of the United States, any State thereof, or the District of Columbia (a “U.S. Buyer”), such U.S. Buyer (or assignee or participant), if legally permitted to do so, shall provide the Seller and Guarantor with a properly completed United States Internal Revenue Service (“IRS”) Form W-9.
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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 and Guarantor 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 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 and Guarantor 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 and Guarantor 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 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 or Guarantor hereunder, the agreements and obligations of the Seller and Guarantor 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 and Guarantor that is secured by the Purchased Assets and that the Purchased Assets are owned by Seller and Guarantor in the absence of an Event of Default by the Seller or Guarantor. All parties to this Agreement agree to such treatment and agree to take no action inconsistent with this treatment, unless required by law.

(f) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section (including by the payment of additional amounts pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund).
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Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

6. MARGIN MAINTENANCE

(a) Buyer determines the Market Value of the Underlying Assets at such intervals as determined by Buyer in its reasonable good faith discretion consistent with its valuation practices for similar loans being sold by sellers similar to Guarantor; provided, however, that the Guarantor 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 Underlying Assets subject to outstanding Transactions is greater than the product of (a) the Applicable Percentage and (b) the Market Value of all Underlying Assets (such excess, a “Margin Deficit”), then subject to the last sentence of this paragraph, Buyer may, by notice to Seller and Guarantor (a “Margin Call”), require Seller to transfer to Buyer cash in an amount sufficient to cure such Margin Deficit. If Buyer delivers a Margin Call to Seller and Guarantor 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 same Business Day of Seller’s and Guarantor’s receipt of such Margin Call. In the event Buyer delivers a Margin Call to a Seller and Guarantor after 10:00 a.m. (New York City time) on any Business Day, Seller will be required to transfer the required amount of cash no later than 5:00 p.m. (New York City time) on the date

that is one (1) Business Day after Seller’s and Guarantor’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 $[***], 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(b).

7. INCOME PAYMENTS

(a) Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Underlying Asset subject to that Transaction, such Income shall be the property of Buyer. The Seller and Guarantor shall segregate all Income collected by or on behalf of the Seller or Guarantor on account of the Underlying Assets and shall hold such Income in trust for the benefit of Buyer that is clearly marked as such in the Seller’s or Guarantor’s records.
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Upon an Event of Default that has occurred and is continuing, the Seller or Guarantor shall directly remit such Income to the Master Collection Account (or as otherwise directed by Buyer); provided that any Income received by the Seller or Guarantor while the related Transaction is outstanding shall be deemed to be held by the Seller or Guarantor solely in trust for Buyer pending the repurchase on the related Repurchase Date.

(b) [***] prior to the Price Differential Payment Date, Buyer shall give Seller written or electronic notice of the amount of the Price Differential (as calculated pursuant to Section 4(b)) and all other amounts due on such Price Differential Payment Date. On or prior to the related Price Differential Payment Date, either (1) Seller shall remit all such amounts due to Buyer or (2) Seller shall, or shall cause Servicer to forward all collected Income to Buyer, which amounts shall then be applied by Buyer in the following order:

(i) prior to the occurrence and continuance of an Event of Default:

First, to Buyer for the payment of any unpaid Price Differential with respect to all Underlying Loans then due and owing by Seller under this Agreement;

Second, to Buyer for the payment of related costs and expenses and any other amounts then due and owing under this Agreement, including fees and expenses of Buyer’s agents and counsel, and all reasonable expenses, liabilities and advances made or incurred by or on behalf of Buyer in connection therewith;

Third, to Buyer to reduce the outstanding Purchase Price for all Underlying Loans by an amount sufficient to eliminate any outstanding Margin Deficit and Seller’s obligation to satisfy such Margin Deficit (without limiting Seller’s obligation to satisfy such Margin Deficit in a timely manner as required by Section 6 to the extent not otherwise satisfied); and

Fourth, to Seller, any remainder.

provided, if funds remitted to Buyer are not sufficient to pay all or part of the amounts due pursuant to the foregoing Sections 7(b)(i) First through Third on the related Price Differential Payment Date, Seller shall pay to Buyer in immediately available funds all, or the applicable portion, of such amounts due on such Price Differential Payment Date; and

(ii) following the occurrence and during the continuance of an Event of Default:

First, to Buyer for the payment of any unpaid Price Differential with respect to all Underlying Loans then due and owing by Seller under this Agreement;

Second, to Buyer for the payment of related costs and expenses and any other amounts then due and owing under this Agreement, including fees and expenses of Buyer’s agents and counsel, and all reasonable expenses, liabilities and advances made or incurred by or on behalf of Buyer in connection therewith;

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Third, to Buyer to reduce the outstanding Purchase Price for all Underlying Loans to zero as determined by Buyer in its sole discretion;

Fourth, to Buyer to reduce any and all outstanding Obligations to zero as determined by Buyer in its sole discretion; and

Fifth, to Seller, any remainder.

provided, if funds remitted to Buyer are not sufficient to pay all or part of the amounts due pursuant to the foregoing Sections 7(b)(ii) First through Fourth, Seller shall pay to Buyer in immediately available funds all, or the applicable portion, of such amounts.

(c) Notwithstanding anything to the contrary set forth herein, upon receipt by Seller or Guarantor of any prepayment of principal in full with respect to a Underlying Asset, Seller and Guarantor 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 Underlying Asset pursuant to Sections 4(b) and 6(d) but not on a pro rata basis.

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 Assets 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 and all beneficial interest of Seller in the related Underlying 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 Underlying Assets;

(iii) the Program Documents (to the extent such Program Documents and Seller’s rights thereunder relate to the Purchased Assets or Underlying Assets);

(iv) any other collateral pledged to secure, or otherwise specifically relating to, such Purchased Assets or Underlying Assets, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Underlying 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 or Underlying Assets;

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(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 related to an Underlying Loan;

(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 related to an Underlying Loan; (viii) all Income relating to such Underlying 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 Underlying 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 Underlying Assets;

(xi) all other insurance policies and insurance proceeds relating to any Underlying 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 Underlying Assets subject to a Transaction (including the rights to receive the related takeout price and the portion of the Security related to Underlying 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) the Operating Account and all amounts deposited therein;

(xiv) 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

(xv) any and all replacements, substitutions, distributions on or proceeds of any or all of the foregoing (collectively the “Purchased Items”).

As security for the performance of all of Guarantor’s obligations hereunder and as a precautionary measure in the event that the conveyance of any Purchased Asset by Guarantor to Seller is determined not to be a true sale or contribution or the separate existence of Seller from Guarantor is otherwise disregarded at any point, Guarantor hereby pledges, assigns and grants to Buyer a continuing first priority security interest in and lien upon the Purchased Assets and related Residual Collateral and Buyer shall have all the rights and remedies of a “secured party” under the Uniform Commercial Code with respect to the Purchased Assets and related Residual Collateral.
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Possession of any promissory notes, instruments or documents by Custodian shall constitute possession on behalf of Buyer.

Each of Seller and Guarantor acknowledges that it has no rights to the Servicing Rights or the Participation Interests in the Servicing Rights related to any Underlying Assets, until the related Underlying Assets are repurchased by the Seller. Without limiting the generality of the foregoing and for the avoidance of doubt, if any determination is made that the Participation Interests in the Servicing Rights related to such Underlying Asset were not sold by Seller to Buyer or that the Participation Interests in the Servicing Rights are not an interest in such Underlying Loans and are severable from the Underlying Loans despite Buyer’s and Seller’s and Guarantor’s express intent herein to treat them as included in the purchase and sale transaction, Guarantor hereby pledges, assigns and grants to Buyer a continuing first priority security interest in and lien upon the Servicing Rights related to such Underlying Loans and Seller hereby pledges, assigns and grants to Buyer a continuing first priority security interest in and lien upon the Participation Interests in the Servicing Rights related to such Underlying Loans, and Buyer shall have all the rights and remedies of a “secured party” under the Uniform Commercial Code with respect thereto. In addition, each of Seller and Guarantor, as applicable, further grants, assigns and pledges to Buyer a first priority security interest in and lien upon (i) all documentation and rights to receive documentation related to such Servicing Rights and the Participation Interests in the Servicing Rights and the servicing of each of the Underlying Loans, (ii) all Income related to the Purchased Assets and Underlying Loans received by Seller and Guarantor, (iii) all rights to receive such Income, (iv) all other Purchased Assets and Underlying Loans, (v) the Residual Collateral and (vi) all products, proceeds and distributions relating to or constituting any or all of the foregoing (collectively, and together with the pledge of the Servicing Rights and the Participation Interests in the Servicing Rights in the immediately preceding sentence, the “Related Credit Enhancement”). The Related Credit Enhancement is hereby pledged as further security for Seller’s and Guarantor’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 and Guarantor, the Seller or Guarantor 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. Each of the Seller and Guarantor also hereby authorize 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) Neither Seller nor Guarantor shall (i) change its name or organizational 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.
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(d) Each of the Seller and Guarantor 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 or Guarantor, as applicable, and in the name of the Seller or Guarantor, as applicable, 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, each of the Seller and Guarantor hereby gives Buyer the power and right, on behalf of the Seller or Guarantor, as applicable, without assent by, but with notice to, the Seller and Guarantor, if an Event of Default shall have occurred and be continuing, to do the following:

(i) in the name of the Seller or Guarantor, as applicable, 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 or Guarantor 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 or Guarantor 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 and Guarantor’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 or Guarantor might do.

Each of the Seller and Guarantor 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.
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In addition to the foregoing, Seller and Guarantor agree 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.

Each of the Seller and Guarantor 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 19 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 or Guarantor 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 and Guarantor 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.

(h) Matters Regarding the Underlying Loans and Participation Certificates.

The parties (i) acknowledge and agree that the Participation Certificates shall constitute and remain “securities” as defined in Section 8-102 of the Uniform Commercial Code and (ii) covenant and agree that such Participation Certificates are not and will not be dealt in or traded on securities exchanges or securities markets. Each of Seller and Guarantor covenants and agrees such Participation Certificate is not and will not be investment company securities within the meaning of Section 8-103 of the Uniform Commercial Code. Seller shall, at its sole cost and expense, take all steps as may be necessary in connection with the indorsement, transfer, delivery and pledge of the Participation Certificates that are Purchased Assets to Buyer.

If, as a result of ownership of the Participation Interests, Seller shall become entitled to receive or shall receive any certificate (if any) evidencing any such Participation Interest or other equity interest, any option rights, or any equity interest in Guarantor, whether in addition to, in substitution for, as a conversion of, or in exchange for such Participation Interests, or otherwise in respect thereof, Seller shall accept the same as the Buyer’s agent, hold the same in trust for Buyer and deliver the same forthwith to the Buyer in the exact form received, duly indorsed by Seller, to Buyer, if required, together with an undated transfer power, if required, covering such certificate duly executed in blank, to be held by Buyer subject to the terms hereof as additional security for the Obligations. If following the occurrence and during the continuation of an Event of Default any sums of money or property so paid or distributed in respect of such Participation Interests shall be received by Seller, Seller shall, until such money or property is paid or delivered to Buyer, hold such money or property in trust for Buyer segregated from other funds of Seller, as additional security for the Obligations.

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Subject to this Section, Buyer, as the holder, shall exercise all voting and member rights with respect to the Purchased Items. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing, Seller shall be permitted to exercise all voting and member rights with respect to the Purchased Assets and the Purchased Items; provided, however, that no vote shall be cast or member right exercised or other action taken that would impair the Purchased Items that would be inconsistent with or result in a violation of any provision of this Agreement or result in a Material Adverse Effect. Without the prior consent of the Buyer, Seller shall not (a) vote to enable, or take any other action to permit Guarantor to issue any interests of any nature or to issue any other interests convertible into or granting the right to purchase or exchange for any interests of such entity, or (b) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to the Participation Certificate, in each case that is a Purchased Asset or (c) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, the Seller’s interest in the Purchased Items except for the Lien provided for by this Agreement, or (d) except as provided in this Agreement, enter into any agreement or undertaking restricting the right or ability of Seller to sell, assign or transfer the Purchased Items.

The parties acknowledge that the Participation Interests have been sold by Guarantor to Seller pursuant to a Participation Agreement. Notwithstanding the foregoing, each of Seller and Guarantor acknowledges and agrees that their respective rights with respect to the Purchased Assets, Purchased Items and Residual Collateral (including without limitation its security interest in the Purchased Items and Residual Collateral) are and shall continue to be at all times junior and subordinate to the rights of Buyer under this Agreement. The parties further acknowledge that the Buyer shall enter into Transactions and Purchase Price Increases hereunder with respect to Purchased Assets, Purchased Items and Residual Collateral, free and clear of any obligations under the Participation Agreement and that such Participation Agreement shall not confer any obligations or liabilities on Buyer to either Seller or Guarantor. For the sake of clarity, if Buyer releases its security interest granted by Seller to Buyer hereunder in any Purchased Assets or other Purchased Items in accordance with the terms hereof, Buyer’s security interest in the related Underlying Loans and related Residual Collateral granted by Guarantor to Buyer hereunder shall be released concurrently therewith.

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 and Guarantor, as applicable, 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 charter and by-laws (or equivalent documents) of the Seller and Guarantor, 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 limited liability company authority for the Seller and Guarantor with respect to the execution, delivery and performance of the Program Documents and each other document to be delivered by the Seller and Guarantor from time to time in connection herewith (and Buyer may conclusively rely on such certificate until it receives notice in writing from the Seller and Guarantor, as the context may require to the contrary).
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(iii) Incumbency Certificate. An incumbency certificate of the secretary, an officer or other authorized representative of the Seller and Guarantor certifying the names and titles of the Seller’s and Guarantor’s respective representatives duly authorized to request Transactions hereunder and to execute the Program Documents and the other documents to be delivered thereunder;

(iv) Legal Opinion. Such opinions of counsel to Seller and Guarantor as Buyer may reasonably require in form and substance satisfactory to the Buyer including, but not limited to, an opinion that this Agreement constitutes a “repurchase agreement,” “securities contract,” and “master netting agreement” under the Bankruptcy Code, that no Transaction constitutes an avoidable transfer under Section 546(f) of the Bankruptcy Code and with respect to the Investment Company Act issues, from outside counsel acceptable to Buyer;

(v) Filings, Registrations, Recordings. 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 (i) the Purchased Items and Related Credit Enhancement, 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; (ii) of all of Guarantor’s right, title and interest it may have in and to the Residual Collateral and other items pledged under Section 8; (iii) evidence that the Participation Certificate is evidenced by a certificate in registered form and that such Participation Certificate constitutes and remains “securities” (as defined in Section 8-102 of the Uniform Commercial Code); and (iv) 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 Guarantor and the Purchased Items, the results of which shall be satisfactory to Buyer.

(vi) Fees and Expenses. Buyer shall have received all fees and expenses required to be paid by the Seller and Guarantor on or prior to the initial Purchase Date, which fees and expenses may be netted out of any purchase proceeds paid by Buyer hereunder.








(vii) Financial Statements. Buyer shall have received the financial statements referenced in Section 13(a).

(viii) Consents, Licenses, Approvals, etc. Buyer shall have received copies certified by the Seller and Guarantor, as applicable, of all consents, licenses and approvals, if any, required in connection with the execution, delivery and performance by the Seller and Guarantor, as applicable, of, and the validity and enforceability of, the Loan Documents, which consents, licenses and approvals shall be in full force and effect.
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(ix) Insurance. Buyer shall have received evidence in form and substance satisfactory to Buyer showing compliance by the Guarantor as of such initial Purchase Date with Section 13(r) hereof.

(x) Other Documents. Buyer shall have received such other documents as Buyer or its counsel may reasonably request, including the Trust Receipt.

(xi) Delivery of Participation Certificate. Seller shall have delivered to the Buyer the original Participation Certificate registered in the name of the 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 and Guarantor in Section 12 and Schedule 1-A, Schedule 1-B and Schedule 1-C 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(v), Section 12(w), and Schedule 1-A, Schedule 1-B and Schedule 1-C hereof, solely with respect to Underlying Loans, Participation Certificate and Participation Interests 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) 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.
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(iv) Subject to Buyer’s right to perform one or more Due Diligence Reviews pursuant to Section 43 hereof, in the event of outstanding due diligence issues or breaches of any Underlying Loan-level representations or warranties with respect to the Underlying Loans subject to such Transaction, Buyer shall have completed its Due Diligence Review of the Mortgage File for each Underlying Loan subject to such Transaction and such other documents, records, agreements, instruments, Mortgaged Properties or information relating to such Underlying 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 Underlying 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 Underlying Assets, delivered pursuant to Section 3(a);

(B) a Custodial Loan Transmission with respect to such Underlying Assets, that is then appended to the Trust Receipt; and

(C) If any of the Underlying Loans that are proposed to be sold will be serviced by a Servicer (which is not the Guarantor hereunder), Buyer shall have received an Instruction Letter in the form attached hereto as Exhibit B executed by the Guarantor 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 Guarantor 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.





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provided that (x) Buyer shall not invoke subclause (A) or subclause (B) with respect to the Seller or Guarantor unless the Buyer generally invokes similar clauses contained in other comparable repurchase agreements (including in terms of facility size and collateral type) between Buyer and other sellers 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 and are shared with Seller or Guarantor at or prior to the time of exercising its rights under this provision.

(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 UCC‑1.

(ix) the Seller and Guarantor 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, including, for the avoidance of doubt, the Commitment Fee and all other fees due under the Pricing Side Letter.

(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) Guarantor 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, Guarantor shall cause to be delivered to Buyer a certificate of insurance for each such policy referenced in the immediately preceding sentence.

10. RELEASE OF UNDERLYING ASSETS

Upon timely payment in full of the Repurchase Price and all other Obligations (if any) then owing with respect to an Underlying Asset in accordance with Section 14, 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 Underlying Asset and any Purchased Items solely related to such Underlying Asset and (b) with respect to such Underlying Asset, Buyer shall direct Custodian to release such Underlying Asset and any Purchased Items solely related to such Underlying Asset to the Guarantor unless such release and termination would give rise to or perpetuate a Margin Deficit. Except as set forth in Section 16, the Guarantor 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 in Section 3(e).

If such release and termination gives rise to or perpetuates a Margin Call that is not paid when due, Buyer shall notify the Seller and Guarantor of the amount thereof and the Seller and Guarantor 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 10.
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11. RELIANCE

With respect to any Transaction, Buyer may conclusively rely, absent manifest error, upon, and shall incur no liability to the Seller or Guarantor 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 or Guarantor’s behalf.

12. REPRESENTATIONS AND WARRANTIES

Each of the Seller and Guarantor represents and warrants, only with respect to itself, to Buyer on each day throughout the term of this Agreement:

(a) Existence. (i) Guarantor (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. (ii) Seller (a) is a limited liability company validly existing and in good standing under the laws of the State of Delaware, (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) Acting as Principal. Each of Seller and Guarantor will engage in such Transactions as principal (or, if agreed in writing in advance of any Transaction by the other party hereto, as agent for a disclosed principal).

(c) Financial Condition. Guarantor has heretofore furnished to Buyer a copy of its audited consolidated balance sheets as of December 31, 2024 with the opinion thereon of Ernst & Young LLP, a copy of which has been provided to Buyer. Guarantor 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, 2024. All such financial statements are complete and correct in all material respects and fairly present the consolidated financial condition of Guarantor and its Subsidiaries and the consolidated results of their operations for the year ended on said date, all in accordance with GAAP.

(d) [Reserved.]

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(e) 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 Guarantor, as applicable, or violate any applicable law, rule or regulation, or violate any order, writ, injunction or decree of any Governmental Authority applicable to Seller or Guarantor, as applicable, or result in a breach of other material agreement or instrument to which Seller or Guarantor, as applicable, or any of their respective 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 Guarantor, as applicable, or any of their respective Subsidiaries, pursuant to the terms of any such agreement or instrument.

(f) Action. Each of Seller and Guarantor 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 each of Seller and Guarantor of each of the Program Documents to which it is a party has been duly authorized by all necessary limited liability company action on its part; and each Program Document to which it is a party has been duly and validly executed and delivered by each of Seller and Guarantor and constitutes a legal, valid and binding obligation of Seller or Guarantor, as applicable, enforceable against Seller or Guarantor, as applicable, in accordance with its terms, except as such enforceability may be affected by bankruptcy, by other insolvency laws, or by general principles of equity.

(g) 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 each of Seller and Guarantor 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.

(h) Margin Regulations. The use of all funds acquired by Seller and Guarantor under this Agreement will not conflict with or contravene any of Regulations T, U or X promulgated by the Board of Governors of the Federal Reserve System as the same may from time to time be amended, supplemented or otherwise modified.

(i) Taxes. Seller and Guarantor and their respective Subsidiaries have filed all Federal income tax returns and all other material 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 Guarantor and their respective Subsidiaries in respect of taxes and other governmental charges are, in the opinion of Seller and Guarantor, adequate. Any taxes, fees and other governmental charges payable by Seller or Guarantor 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.

(j) Investment Company Act. Neither the Seller, Guarantor 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. Neither Seller nor Guarantor is subject to any Federal or state statute or regulation which limits its ability to incur any indebtedness provided in the Program Documents.
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(k) 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 Guarantor or Contractual Obligation of Seller or Guarantor 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.

(l) 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 or Guarantor in the conduct of its respective 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 or Guarantor.

(m) No Default. Neither the Seller, Guarantor 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.

(n) Chief Executive Office; Chief Operating Office; Jurisdiction of Incorporation. (i) The Guarantor’s chief executive and chief operating office on the Effective Date are located at 1050 Woodward Avenue, Detroit, Michigan 48226. Guarantor’s jurisdiction of incorporation on the Effective Date is Michigan. (ii) 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 Delaware.

(o) Location of Books and Records. The location where Seller or Guarantor 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.

(p) True and Complete Disclosure. The information, reports, financial statements, exhibits, schedules and certificates furnished in writing by or on behalf of each of the Seller and Guarantor 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 or Guarantor 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.

(q) Financial Covenants. The Guarantor’s consolidated Adjusted Tangible Net Worth is not less than the Minimum Adjusted Tangible Net Worth. The ratio of the Guarantor’s consolidated Indebtedness to Adjusted Tangible Net Worth is not greater than the Maximum Leverage Ratio. The Guarantor 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 Guarantor, the Guarantor’s consolidated Adjusted Tangible Net Worth was less than $[***], and the Guarantor, on a consolidated basis, had cash and Cash Equivalents in an amount that was less than $[***], then Guarantor’s consolidated Net Income for such fiscal quarter before income taxes for such fiscal quarter shall not be less than $[***].
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(r) ERISA. Except as would not reasonably be expected to have a Material Adverse Effect, neither the Seller, Guarantor nor any of its ERISA Affiliates, sponsors, maintains or contributes to, or has any potential liability or obligation to, any Plan.

(s) 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 or Guarantor has been sold, transferred, conveyed and assigned to Seller or Guarantor pursuant to a legal sale and such Qualified Originator retains no interest in such Underlying Loan.

(t) No Burdensome Restrictions. No change in any Requirement of Law or Contractual Obligation of Seller, Guarantor or any of their respective Subsidiaries after the date of this Agreement has a Material Adverse Effect.

(u) Subsidiaries. All of the Subsidiaries of Guarantor are listed on Schedule 2 to this Agreement.

(v) Origination and Acquisition of Underlying Loans. The Underlying Loans were originated or acquired by Guarantor, and the origination and collection practices used by Guarantor or Qualified Originator, as applicable, with respect to the Underlying 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 Underlying Loans acquired by Guarantor, all such Underlying Loans are in conformity with the applicable Underwriting Guidelines or Agency Guidelines. Each of the Underlying Loans complies in all material respects with the representations and warranties listed in Schedule 1-A to this Agreement.

(w) No Adverse Selection. Guarantor used no selection procedures that identified the Underlying Loans as being less desirable or valuable than other comparable Underlying Loans owned by Guarantor.

(x) Guarantor Solvent; Fraudulent Conveyance. As of the date hereof and immediately after giving effect to each Transaction, the fair value of the assets of Guarantor 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 Guarantor in accordance with GAAP) of Guarantor and Guarantor 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. Guarantor does not intend to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature. Guarantor 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 Guarantor or any of its assets. Guarantor is not transferring any Underlying Loans with any intent to hinder, delay or defraud any of its creditors.

(y) No Broker. Each of Seller and Guarantor 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 to Transactions pursuant to this Agreement, or if Seller or Guarantor 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 or Guarantor.
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(z) MERS. Guarantor is a member of MERS in good standing.

(aa) Agency Approvals. Guarantor 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 Guarantor unable to comply with the eligibility requirements for maintaining all such applicable Approvals.

(bb) No Adverse Actions. Guarantor has not received from any Agency, HUD, FHA or VA a notice of extinguishment or a notice terminating any of Guarantor’s material Approvals.

(cc) Servicing. Guarantor 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 Underlying Loans and in accordance with Accepted Servicing Practices.

(dd) No Reliance. Each of Seller and Guarantor 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. Each of Seller and Guarantor 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.

(ee) Plan Assets. Neither Seller nor Guarantor is (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.

(ff) No Prohibited Persons. Seller, Guarantor and each Subsidiary of Seller and Guarantor is in compliance in all material respects with all U.S. economic sanctions laws, the Executive Order, any other executive orders and implementing regulations (“Sanctions”) as administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) and the U.S. State Department. Neither Seller, Guarantor nor any Subsidiary of Seller and Guarantor (i) is a Person on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”), (ii) is a person who is otherwise the target of U.S. economic sanctions laws such that a U.S. person cannot deal or otherwise engage in business transactions with such person, (iii) is a Person organized or resident in a country or territory subject to comprehensive Sanctions (a “Sanctioned Country”), or (iv) to the extent applicable, is owned or controlled by (including by virtue of such Person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any Person on the SDN List or a government of a Sanctioned Country such that the entry into, or performance under, this Agreement or any other Program Document would be prohibited by U.S. law. Seller, Guarantor and each Subsidiary of Seller and Guarantor has instituted and will continue to maintain policies and procedures designed to ensure compliance by Seller, Guarantor, their respective Subsidiaries and their respective directors, officers, employees and agents with Sanctions, Anti-Money Laundering Laws and Anti-Corruption Laws.
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(gg) U.S. Foreign Corrupt Practices Act. Seller, Guarantor and each Subsidiary of Seller and Guarantor is in compliance in all material respects with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”). None of Seller, Guarantor nor any Subsidiary of Seller and Guarantor, nor to the knowledge of Seller, Guarantor, any director, officer, agent, employee, or other person acting on behalf of Seller, Guarantor or any Subsidiary of Seller and Guarantor, has taken any action, directly or indirectly, that would result in a violation of the FCPA.

(hh) Anti-Money Laundering Laws. Seller, Guarantor and each of their respective Subsidiaries 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 and Guarantor have 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 Underlying 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.

(ii) Use of Proceeds. None of Seller, Guarantor nor any Subsidiary of Seller and Guarantor, nor to the knowledge of Seller and Guarantor, any director, officer, agent, employee, or other person acting on behalf of Seller or Guarantor or any Subsidiary of Seller and Guarantor, will request or use the proceeds of Transaction, directly or indirectly, (A) for any payments to any Person, including any government official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, or otherwise take any action, directly or indirectly, that would result in a violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Person on the SDN List or a government of a Sanctioned Country, to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or in a European Union member state, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto. Furthermore, neither Seller nor Guarantor will, directly or indirectly, use the proceeds of the any Transaction, or lend, contribute or otherwise make available such proceeds to any Subsidiary, Affiliate, joint venture partner or other Person, to fund any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person participating in the transaction of any Sanctions.

(jj) Assessment and Understanding. Each of Seller and Guarantor 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, each of Seller and Guarantor is capable of assuming and does assume the risks of this Agreement, the other Program Documents and the Transactions associated herewith and therewith.

(kk) Status of Parties. Each of Seller and Guarantor agree that Buyer is not acting as a fiduciary for Seller or Guarantor or as an advisor to Seller or Guarantor in respect of this Agreement, the other Program Documents or the Transactions associated therewith.

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(ll) Electronic Signatures. If any party executes this Agreement or any other related document via electronic signature, (i) such party’s creation and maintenance of such party’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.

(mm) Separateness. Seller is in compliance with the requirements of Section 46 hereof.


13. COVENANTS OF SELLER AND GUARANTOR

Each of the Seller and Guarantor, as applicable, 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 41 hereof, Guarantor shall deliver to Buyer:

(i) As soon as available and in any event within forty-five (45) days after the end of each calendar month, a certification in the form of Exhibit A attached hereto to the attention of [***] together with the unaudited consolidated balance sheet of the Guarantor 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 Guarantor 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 and including all footnotes thereto, accompanied by a certificate of a Responsible Officer of Guarantor, 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 Guarantor 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 Guarantor, the consolidated balance sheet of the Guarantor 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 Guarantor and its consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year and including all footnotes thereto, 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 Guarantor 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 Underlying Asset (other than an Underlying Asset that is an Agency Eligible Loan, Non-QM Loan, HELOC or DSCR 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 Guarantor at least ten (10) Business Days to provide such requested information, and (B) if the Guarantor objects to the provision to Buyer of any such requested information, Buyer and the Guarantor shall work in good faith to resolve any such objection; and
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(iv) Promptly, from time to time, such other information regarding the business affairs, operations and financial condition of Guarantor as Buyer may reasonably request.

The Guarantor will furnish to Buyer, (x) at the time it furnishes each set of financial statements pursuant to paragraphs (i) or (ii) above, a certificate of a Responsible Officer of Guarantor on behalf of Guarantor 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, Guarantor 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 Guarantor has taken or proposes to take with respect thereto) and (y) at the time it furnishes the set of financial statements pursuant to paragraphs (ii) above, its most recent report 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.

(b) Existence, Etc. Each of the Seller and Guarantor 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 Guarantor 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(n) 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
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(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 Underlying Loans subject to Transactions.

(c) Prohibition of Fundamental Changes. Neither Seller nor Guarantor shall 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 or Guarantor. For the avoidance of doubt, no public offering of beneficial interests in the Seller, Guarantor or their respective 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.

(d) Margin Deficit. If at any time there exists a Margin Deficit, Seller or Guarantor shall cure the same in accordance with Section 6(b) hereof.

(e) Notices. Seller and Guarantor 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 or Guarantor’s knowledge of any occurrence of any Default or Event of Default;
(ii) upon Seller’s or Guarantor’s knowledge of any litigation or proceeding that is pending against Seller or Guarantor 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 in writing, which, (i) if adversely determined, would reasonably be expected to result in a levy on Seller’s or Guarantor’s assets in excess of [***] of Seller’s or Guarantor’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 Underlying Loans by Guarantor or the business operations of Guarantor, which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect with respect to Guarantor;

(iv) upon Seller’s or Guarantor’s knowledge of any material penalties, sanctions or charges levied against Seller or Guarantor or any adverse change in any material Approval status; (v) upon, and in any event within five (5) Business Days after, any Event of Default (as defined therein) under any repurchase agreement, loan and security agreement or similar credit facility or agreement for Indebtedness entered into by Seller or Guarantor and any third party; and

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(vi) any Control Failure with respect to an Underlying Asset that is an eMortgage Loan or any eNote Replacement Failure.

(f) Servicing. Except as provided in Section 42, Guarantor shall not permit any Person other than the Guarantor to service Underlying Loans without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed.

(g) Lines of Business. Neither Seller nor Guarantor shall materially change the nature of its business from that generally carried on by it as of the Effective Date.

(h) Transactions with Affiliates. Guarantor 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 one or more of its Subsidiaries, so long as such Subsidiary is directly or indirectly 100% owned by the Guarantor and included in consolidated financial statements of Guarantor, (ii) such transaction is upon fair and reasonable terms no less favorable to the Guarantor 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 Guarantor’s business, (iv) such transaction is listed on Schedule 13(h) hereto, or (v) such transaction is a loan, guaranty or other transaction that would have been permitted under Section 13(m) if it had been made as a distribution.

(i) Defense of Title. Subject to the terms of the Intercreditor Agreement, Guarantor 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 Guarantor under this Agreement).

(j) Preservation of Purchased Items. Except as otherwise set forth under the Intercreditor Agreement, each of Seller and Guarantor 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.

(k) No Assignment. Except as permitted by this Agreement, neither Seller nor Guarantor shall 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 13(k) shall not prevent any contribution, assignment, transfer or conveyance of Purchased Items in accordance with the Program Documents.

(l) Limitation on Sale of Assets. Neither Seller nor Guarantor shall 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 and Guarantor shall be in compliance with all of the other representations, warranties and covenants set forth in this Agreement.
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(m) Limitation on Distributions. Without Buyer’s consent, if an Event of Default has occurred and is continuing (i) due to the Guarantor’s failure to comply with [***], [***] or [***], or (ii) due to an Event of Default under [***], [***] or [***] but only to the extent such Event of Default under [***] or [***] is with respect to a material amount due under such section, then the Guarantor 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 Guarantor, 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 Guarantor, provided however that Guarantor 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 Guarantor.

(n) Maintenance of Liquidity. Guarantor shall insure that, as of the end of each calendar month, Guarantor has, on a consolidated basis, cash and Cash Equivalents in an amount equal to not less than the Minimum Liquidity Amount.

(o) Maintenance of Adjusted Tangible Net Worth. Guarantor 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.

(p) Other Financial Covenants.

(i) Maintenance of Leverage. Guarantor shall not, as of the end of each calendar month, permit the ratio of the Guarantor’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 Guarantor, the Guarantor’s consolidated Adjusted Tangible Net Worth is less than $[***] or the Guarantor, on a consolidated basis, has cash and Cash Equivalents in an amount that is less than $[***], in either case, the Guarantor’s consolidated Net Income for that fiscal quarter before income taxes for such fiscal quarter shall equal or exceed $[***].

(q) Servicing Transmission. Guarantor 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 Underlying Loans serviced hereunder by Guarantor which were funded prior to the first day of the current month, summarizing Guarantor’s delinquency and loss experience with respect to such Underlying Loans serviced by Guarantor (including, in the case of such Underlying 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 Underlying Loans.

(r) Insurance. The Guarantor or its Affiliates, will continue to maintain, for the Guarantor, 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. Guarantor shall notify Buyer as soon as reasonably possible after knowledge of any material change in the terms of any such insurance coverage.
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(s) Certificate of a Responsible Officer of Guarantor. At the time that Guarantor delivers financial statements to Buyer in accordance with Section 13(a) hereof, Guarantor shall forward to Buyer a certificate of a Responsible Officer of Guarantor which demonstrates that the Guarantor is in compliance with the covenants set forth in Sections 13(n), (o), and (p) of this Agreement.

(t) Maintenance of Licenses. Each of Seller and Guarantor shall (i) maintain all licenses, permits or other approvals necessary for Guarantor 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.

(u) Taxes, Etc. Seller and Guarantor 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 Underlying Assets) or upon any part thereof, as well as any other lawful claims which, if unpaid, become a Lien upon Underlying 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 and Guarantor shall file on a timely basis all federal and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it.

(v) Takeout Payments. With respect to each Underlying Asset and the portion of each Security related to Underlying Assets subject to a Transaction, in each case that is subject to a Takeout Commitment, the Seller or Guarantor shall ensure that the related portion of the purchase price and all other payments under such Takeout Commitment to the extent related to Underlying Assets subject to a Transaction or such portion of each Security related to Underlying 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 (Fixed‑Rate, 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.

(w) Delivery of Servicing Rights and Servicing Records. With respect to the Servicing Rights of each Underlying Asset, Guarantor shall deliver (or shall cause the related Servicer or Subservicer to deliver) such Servicing Rights to Buyer on the related Purchase Date. Guarantor shall deliver (or cause the related Servicer or Subservicer to deliver) the Servicing Records and the physical and contractual servicing of each Underlying Asset, to Buyer or its designee upon the termination of Guarantor or Servicer as the servicer pursuant to Section 42.
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(x) Agency Audit. Guarantor 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.

(y) Illegal Activities. Neither Seller nor Guarantor shall engage in any conduct or activity that is reasonably likely to subject a material amount of its assets to forfeiture or seizure.

(z) Agency Approvals; Servicing. To the extent previously approved and necessary for Guarantor to conduct its business in all material respects as it is then being conducted, Guarantor 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 servicer in each case in good standing (each such approval, an “Agency Approval”); provided, that should Guarantor 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) Guarantor shall notify Buyer in writing, and (ii) Guarantor shall provide Buyer with written or electronic evidence that the Eligible Loans are eligible for sale to another Agency. Should Guarantor, for any reason, cease to possess all such applicable Agency Approvals to the extent necessary, Guarantor shall so notify Buyer promptly in writing. Notwithstanding the preceding sentence and to the extent previously approved, Guarantor 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.

(aa) Maintenance of Books and Records. Each of Seller and Guarantor shall keep adequate records and books of account, in which complete entries will be made in accordance with GAAP as consistently applied.

(bb) Participation Agreement. Neither Seller nor Guarantor shall amend, restate, supplement or otherwise modify the Participation Agreement without the prior written approval of the Buyer.

14. REPURCHASE DATE PAYMENTS

On each Repurchase Date, the Seller shall remit or shall cause to be remitted to the Master Collection Account of Buyer the Repurchase Price together with any other Obligations then due and payable.

15. REPURCHASE OF PURCHASED ASSETS

Upon discovery by the Seller or Guarantor of a breach in any material respect of any of the representations and warranties set forth on Schedule 1-A, Schedule 1-B and Schedule 1-C to this Agreement, the Seller and Guarantor shall give prompt written notice thereof to Buyer. Upon any such discovery by Buyer, Buyer will notify the Seller and Guarantor. It is understood and agreed that the representations and warranties set forth in Schedule 1-A, Schedule 1-B and Schedule 1-C to this Agreement with respect to the Purchased Assets and Underlying Assets shall survive delivery of the respective Mortgage Files to the Custodian and shall inure to the benefit of Buyer.
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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 (including any Underlying Asset) shall not affect Buyer’s right to demand repurchase as provided under this Agreement. The Seller and Guarantor shall, upon the earlier of the Seller’s or Guarantor’s discovery or the Seller or Guarantor receiving notice with respect to any Purchased Asset or Underlying Asset, as applicable, of (i) any breach of a representation or warranty contained in Schedule 1-A, Schedule 1-B or Schedule 1-C 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 Agreement, promptly cure such breach or delivery failure in all material respects. If within ten (10) Business Days after the earlier of the Seller’s or Guarantor’s discovery of such breach or delivery failure or the Seller or Guarantor receiving notice thereof, such breach or delivery failure has not been promptly remedied by the Seller or Guarantor in all material respects, the Buyer may provide written instructions to the Seller and Guarantor pursuant to which the Seller shall, if Buyer provides written instructions prior to 10:00 a.m. (New York City time) on any Business Day, repurchase such Purchased Asset or Underlying Asset, as applicable, at a purchase price equal to the Repurchase Price with respect to such Purchased Asset or Underlying Asset, as applicable, by wire transfer to the Master Collection Account no later than 5:00 p.m. (New York City time) on the immediately following Business Day. In the event Buyer delivers such written instructions to Seller and Guarantor after 10:00 a.m. (New York City time) on any Business Day, Seller shall repurchase such Purchased Asset or Underlying Asset, as applicable, no later than 5:00 p.m. (New York City time) on the date that is two (2) Business Days immediately following such second Business Day.

16. SUBSTITUTION

The Guarantor may, subject to agreement with and acceptance by Buyer upon one (1) Business Day’s notice, substitute other Eligible Loans (the “Substitute Assets”) for any Underlying Assets. Such substitution shall be made by transfer to Buyer of such Substitute Assets and transfer to the Guarantor of such Underlying 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 Underlying Assets, the Reacquired Assets shall no longer be deemed Underlying 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 Guarantor 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 16, Buyer shall execute and deliver to the Guarantor upon request and Buyer hereby authorizes the Guarantor to file and record such documents as the Guarantor may reasonably deem necessary or advisable in order to evidence such termination and release.

17. FEES

Seller and Guarantor shall pay to Buyer in immediately available funds, all amounts due and owing as set forth in Section 2 of the Pricing Side Letter.

18. 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:

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(a) Payment Default. (i) Seller defaults in the payment of any Margin Deficit, Price Differential or Repurchase Price when due 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 [***], (ii) Seller defaults in the payment of any 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 [***] after receipt by a Responsible Officer of notice of such default, or (iii) Seller or Guarantor defaults in the payment of any other Obligations, with respect to this clause (iii), within [***] following receipt by a Responsible Officer of notice of such default;

(b) Representation and Covenant Defaults.
(i) The failure of the Seller or Guarantor to perform, comply with or observe any term, representation, covenant or agreement applicable to the Seller or Guarantor 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 12(33) (Separateness);

(B) Section 13(b) (Existence) only to the extent relating to maintenance of existence; provided, that if the Seller or Guarantor 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 [***] or such failure shall be determined by Buyer in its good faith discretion to result in a Material Adverse Effect,

(C) Section 13(d) (Prohibition of Fundamental Change),

(D) Section 13(o) (Maintenance of Liquidity), provided Guarantor shall be entitled to [***] to cure any such default from the earlier of notice or knowledge of such failure,

(E) Section 13(p) (Maintenance of Adjusted Tangible Net Worth), provided Guarantor shall be entitled to [***] to cure any such default from the earlier of notice or knowledge of such failure;

(F) Section 13(q) (Other Financial Covenants), provided Guarantor shall be entitled to [***] to cure any such default from the earlier of notice or knowledge of such failure;

(G) Section 13(w) (Takeout Payments); provided, that if the Seller or Guarantor 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 [***] or if such failure results in a Material Adverse Effect; or

(H) Section 13(z) (Illegal Activities).

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(ii) (A) Any representation, warranty or certification made herein or in any other Program Document by Seller or Guarantor 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, if susceptible to being cured, is not cured within [***] after knowledge thereof by, or notice thereof to, a Responsible Officer, or (B) any representation or warranty made by Seller or Guarantor in Schedule 1-A, Schedule 1-B and Schedule 1-C 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 [***] 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-A, Schedule 1-B and Schedule 1-C shall be considered solely for the purpose of determining the Market Value of the Underlying Loans affected by such breach, and shall not be the basis for declaring an Event of Default under this Agreement unless the Seller or Guarantor 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 or Guarantor 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, if susceptible to being cured, is not cured within [***] 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 (i) against the Seller in excess of $[***] or (ii) against the Guarantor in excess of [***] of Guarantor’s Adjusted Tangible Net Worth in the aggregate shall be rendered against the Guarantor by one or more courts, administrative tribunals or other bodies having jurisdiction over the Guarantor 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 [***] from the date of entry thereof and the Guarantor shall not, within said period of [***], 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 or Guarantor (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 Guarantor, 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 or Guarantor 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 Guarantor, or for any substantial part of its property, or for the winding‑up 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 dismissed within [***] after the initial date or filing thereof);
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(e) Change of Control. A Change of Control of the Seller or Guarantor shall have occurred without the prior consent of Buyer, unless (i) waived by Buyer in writing, or (ii) the Seller shall have repurchased all Underlying Assets subject to Transactions within [***] thereof; provided that, in the case of clause (ii), no intervening Event of Default has occurred that would otherwise permit the acceleration of this Agreement;

(f) Liens. Except for the Liens contemplated under the Intercreditor Agreement, the Guarantor 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 Underlying 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 Guarantor’s audited financial statements delivered to Buyer shall contain an audit opinion that is qualified or limited by reference to the status of Guarantor as a “going concern” or reference of similar import;

(h) Third Party Cross Default. Any “event of default” or any other default by Guarantor under any Indebtedness to which Guarantor is a party (after the expiration of any applicable grace or cure period under any such agreement) individually in excess of [***] of Guarantor’s Adjusted Tangible Net Worth 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 Guarantor, if, within fifteen (15) calendar days after Guarantor’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) Material Adverse Change. Any material adverse change in Seller’s or Guarantor’s business operations or financial condition as reasonably determined by Buyer; provided that in each case the impacts of the COVID-19 Pandemic, including COVID Responsive Changes, shall not be deemed to be a material adverse change for purposes of this provision.

(j) Failure to Transfer Purchased Assets. Seller or Guarantor fails to transfer the Purchased Assets or related Underlying Assets to Buyer on the applicable Purchase Date (provided Buyer has tendered the related Purchase Price).

(k) Governmental Authority Condemnation. Any Governmental Authority or any person, agency or entity acting under Governmental Authority (x) shall have taken any action to condemn, seize or appropriate, or to assume custody or control of, all or any substantial part of the Property of Seller or Guarantor, (y) shall have taken any action to displace the management of Seller or Guarantor or to curtail its authority in the conduct of its business, or (z) takes any action in the nature of enforcement to remove, limit or restrict the Seller’s or Guarantor’s Approvals or other approvals of Seller or Guarantor as an issuer, buyer or a seller/servicer of Eligible Loans or securities backed thereby, and any such action provided for in this Section 18(k) shall not have been discontinued or stayed within thirty (30) days.
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(l) 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.

(m) Failure to Repurchase. Seller or Guarantor fails to (i) remove any Underlying Loan from allocation to a Participation Certificate that is no longer an Eligible Loan or (ii) repurchase any Purchased Asset that is no longer an Eligible Participation Certificate or Eligible Participation Interest, as applicable, within [***] of notice from Buyer.

(n) Guarantor Event of Default. A Guarantor Event of Default shall have occurred under the Guaranty.

19. 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 18(d) or 18(i)), 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 and Guarantor of the exercise of such option as promptly as practicable.

(A) The Seller’s and Guarantor’s obligations hereunder to repurchase all Purchased Assets and related Underlying 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 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 or Guarantor hereunder; the Seller and Guarantor shall immediately deliver to Buyer or its designee any and all Purchased Assets and related Underlying Assets, original papers, Servicing Records and files relating to the Underlying Assets subject to such Transaction then in the Seller’s or Guarantor’s possession and/or control; and all right, title and interest in and entitlement to such Underlying Assets and Servicing Rights thereon shall be deemed transferred to Buyer or its designee; provided, however, in the event that the Seller or Guarantor repurchases any Underlying Asset pursuant to this Section 19(a)(i), Buyer shall deliver to Seller and Guarantor any and all original papers, records and files relating to such Underlying Asset then in its possession and/or control.

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(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 Post‑Default 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 and related Underlying 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 or Guarantor 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 and Guarantor.

(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 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 related Underlying 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 and Guarantor hereunder or (B) in its reasonable good faith discretion elect, in lieu of selling all or a portion of such Purchased Assets and related Underlying Assets, to give Seller and Guarantor credit for such Purchased Assets and related Underlying Assets, Purchased Items, Related Security or other assets of Seller and Guarantor held by Buyer in an amount equal to the Market Value of the Purchased Assets and related Underlying Assets against the aggregate unpaid Repurchase Price and any other amounts owing by Seller and Guarantor hereunder. The proceeds of any disposition of Purchased Assets and related Underlying 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 and related Underlying Assets at any public or private sale.

(iii) The Seller and Guarantor shall remain liable to Buyer for any amounts that remain owing to Buyer following a sale and/or credit under the preceding section. Seller and Guarantor 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 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.

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(iv) Buyer shall have the right to terminate this Agreement and declare all obligations of the Seller and Guarantor to be immediately due and payable, by a notice in accordance with Section 19 hereof.

(v) The parties recognize that it may not be possible to purchase or sell all of the Purchased Assets and related Underlying 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 and related Underlying Assets may not be liquid. In view of the nature of the Purchased Assets and related Underlying Assets, the parties agree that liquidation of a Transaction or the Purchased Assets and related Underlying 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 Assets and related Underlying Assets and nothing contained herein shall obligate Buyer to liquidate any Purchased Asset and related Underlying Asset on the occurrence of an Event of Default or to liquidate all Purchased Assets and related Underlying 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, each of the Seller and Guarantor waive 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) Each of the Seller and Guarantor hereby acknowledge, admit and agree that the Seller’s and Guarantor’s respective obligations under this Agreement are recourse obligations of the Seller and Guarantor, as applicable.

(c) Buyer shall have the right to obtain physical possession of the Servicing Records and all other files of Seller and Guarantor relating to the Purchased Assets, Underlying Assets and Residual Collateral and all documents relating to the Purchased Assets, Underlying Assets and Residual Collateral which are then or may thereafter come into the possession of Seller and Guarantor or any third party acting for Seller or Guarantor and between Seller and Guarantor 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 Underlying Assets, Buyer shall have a right to obtain copies of such records and documents, rather than originals. Buyer shall be entitled to specific performance of all agreements of Seller and Guarantor contained in Program Documents.

(d) Buyer shall have the right to direct all Persons servicing the Underlying Assets to take such action with respect to the Underlying 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.
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(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 and Guarantor, 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 and Guarantor. 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 each of the Seller and Guarantor hereby expressly waive, to the extent permitted by law, any right the Seller or Guarantor, as applicable, might otherwise have to require Buyer to enforce its rights by judicial process. Each of the Seller and Guarantor also waive, 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 or Guarantor, as applicable, might otherwise have arising from use of nonjudicial process, enforcement and sale of all or any portion of the Underlying Assets or Residual Collateral and any other Purchased Items or from any other election of remedies. Each of the Seller and Guarantor recognize 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 and Guarantor shall cause all sums received by the Seller and Guarantor after and during the continuance of an Event of Default with respect to the Underlying Assets and Residual Collateral to be deposited with such Person as Buyer may direct after receipt thereof. To the extent permitted by applicable law, each of Seller and Guarantor shall be liable to Buyer for interest on any amounts owing by Seller or Guarantor, as applicable, hereunder, from the date Seller or Guarantor, as applicable becomes liable for such amounts hereunder until such amounts are (i) paid in full by Seller and Guarantor or (ii) satisfied in full by the exercise of Buyer’s rights hereunder. Interest on any sum payable by Seller and Guarantor to Buyer under this paragraph 19(h) is at a rate equal to the Post‑Default Rate and all reasonable costs and expenses incurred in connection with hedging or covering transactions related to the Underlying Assets and Residual Collateral, conduit advances and payments for mortgage insurance.

20. 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. NOTICES AND OTHER COMMUNICATIONS

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Except as otherwise expressly permitted by this Agreement, all notices, requests and other communications provided for herein and under the Custodial 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 21 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 and Guarantor 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:
Bank of Montreal
[***]

With a copy to:
[***]

If to the Seller:

Rocket Mortgage, LLC
[***]

With a copy to:
[***]

If to the Guarantor:
Rocket Mortgage, LLC
[***]

With a copy to:
[***]

22. 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. INDEMNIFICATION AND EXPENSES.

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(a) Each of Seller and Guarantor 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 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 (i) any Indemnified Party’s gross negligence or willful misconduct (which gross negligence or willful misconduct is determined by a court of competent jurisdiction); 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 and Guarantor’s indemnification obligations with respect to such Costs shall be automatically reinstated, or (ii) a claim by one Indemnified Party against another Indemnified Party. Without limiting the generality of the foregoing, each of the Seller and Guarantor agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Underlying Loans relating to or arising out of any violation or alleged violation of any 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, results from anything other than such Indemnified Party’s gross negligence or willful misconduct or a claim by one Indemnified Party against another Indemnified Party. In any suit, proceeding or action brought by an Indemnified Party in connection with any Purchased Asset or related Underlying Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset or related Underlying Asset, the Seller and Guarantor 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 or Guarantor 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 or Guarantor. Each of the Seller and Guarantor 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 and Guarantor hereby acknowledge that, the obligations of the Seller and Guarantor under this Agreement are recourse obligations of the Seller and Guarantor.
(b) Each of the Seller and Guarantor agrees to pay (within ten (10) Business Days after the Seller or Guarantor 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. Each of the Seller and Guarantor agrees to pay (within 10 Business Days after the Seller or Guarantor receives written demand for such payment from Buyer) 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 in connection with the initial negotiation of this Agreement 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 23 and Section 43 hereof; provided, however, that (x) the aggregate amount of such costs and expenses referred to in clause (i) of this sentence shall not exceed $200,000 (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 $25,000 per annum; provided that after the occurrence of an Event of Default, such amounts shall not be applicable. Buyer shall deliver to the Seller and Guarantor copies of documentation supporting any of the foregoing demands in a reasonable time following the Seller’s or Guarantor’s reasonable request.
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The Seller, Guarantor, 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 or Guarantor 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 and Guarantor by Buyer (including without limitation by Buyer netting such amount from the proceeds of any Purchase Price paid by Buyer to the Seller and Guarantor hereunder), in its sole discretion and the Seller and Guarantor shall remain jointly and severally liable for any such payments by Buyer (except those that are paid by Seller and Guarantor, 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 and Guarantor, including by netting against any Purchase Price).

(d) Without prejudice to the survival of any other agreement of Seller and Guarantor hereunder, the covenants and obligations of Seller and Guarantor contained in this Section 23 shall survive the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Underlying Assets by Buyer against full payment therefor.

(e) The obligations of Seller and Guarantor from time to time to pay the Repurchase Price and all other amounts due under this Agreement are full recourse obligations of Seller and Guarantor.

24. WAIVER OF DEFICIENCY RIGHTS

Each of Seller and Guarantor 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. 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 and Guarantor’s obligation (unless and to the extent that Seller or Guarantor, as applicable, is the prevailing party in any dispute, claim or action relating thereto or Buyer or an Indemnified Party is grossly negligence or engage in willful misconduct relating thereto). Each of the Seller and Guarantor agree to pay, with interest at the Post-Default Rate to the extent that an Event of Default has occurred, the reasonable, documented out‑of‑pocket 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 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.
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26. FURTHER ASSURANCES

The Each of Seller and Guarantor 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. TERMINATION

This Agreement shall remain in effect until the Termination Date. However, no such termination shall affect the Seller’s or Guarantor’s outstanding obligations to Buyer at the time of such termination. The Seller’s and Guarantor’s obligations under Section 5, Section 12, Section 23, and Section 25 and any other reimbursement or indemnity obligation of the Seller or Guarantor to Buyer pursuant to this Agreement or any other Program Documents shall survive the termination hereof.

28. 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. 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 neither the Seller nor Guarantor may 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. 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, Guarantor and Buyer and any provision of this Agreement imposing obligations on the Seller or Guarantor or granting rights to Buyer may be waived by Buyer.

31. 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. CAPTIONS
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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. 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. 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 MICHIGAN, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE EASTERN DISTRICT OF MICHIGAN, 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 21 OR AT SUCH OTHER ADDRESS OF WHICH BUYER SHALL HAVE BEEN NOTIFIED; AND

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(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. WAIVER OF JURY TRIAL

EACH OF SELLER, GUARANTOR 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. ACKNOWLEDGEMENTS

Each of the Seller and Guarantor hereby acknowledge 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 or Guarantor; and

(c) no joint venture exists between Buyer and either of the Seller or the Guarantor.

37. HYPOTHECATION OR PLEDGE OF PURCHASED ITEMS

(a) Subject to the terms set forth in Section 37(b) below, Buyer shall have free and unrestricted use of all Purchased Assets and related Underlying Assets and nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Assets and related Underlying Assets or otherwise pledging, repledging, transferring, hypothecating, or rehypothecating the Purchased Assets and related Underlying Assets (each of the foregoing, a “Repledge Transaction”) to a third party (each, a “Repledgee”).

(b) Notwithstanding Section 37(a) above, no such Repledge Transaction under this Section 37 shall relieve Buyer of its obligations under the Program Documents, including, without limitation, Buyer’s obligation to transfer Purchased Assets and related Underlying Assets to Seller or Guarantor pursuant to the terms of the Program Documents, and its obligation to return to Seller and Guarantor the exact Underlying 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 Underlying Assets to the Buyer upon tender of repayment therefor.
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Additionally, (i) with respect to any Repledge Transaction that constitutes a securitization of the Underlying 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 Guarantor, and Seller and Guarantor shall have the right to purchase Purchased Loans from the Buyer at the Repurchase Price for such Purchased Loans within 30 days of the receipt of such notice and (y) upon remittance of the applicable Repurchase Price, the Guarantor shall automatically become the owner of the Purchased Loans and the servicing rights related thereto and all Obligations of Guarantor under this Agreement with respect to such Purchased Loans 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 Loans and the servicing rights related thereto, (ii) the Underlying Assets shall not be transferred from the Custodian except pursuant to the terms of the Custodial Agreement, (iii) regardless of the form of Repledge Transaction, the applicable certificates or other form of collateral representing the Buyer’s interest in the Underlying Assets (the “Repledged Collateral”) shall initially be held by U.S. Bank as custodian, or such other custodian as the Buyer notifies the Guarantor shall serve as the initial custodian with respect to such Repledged Collateral in the applicable Repledge Transaction (which notice shall be delivered 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 and Guarantor 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. Notwithstanding the foregoing, a Repledge Transaction shall not be subject to the terms set forth in this Section 37(b) if an Event of Default has occurred and is continuing.

38. ASSIGNMENTS.

(a) The Seller or Guarantor may assign any of its rights or obligations hereunder only with the prior written consent of Buyer. Buyer may from time to time, with the consent of Seller and Guarantor which shall not be unreasonably withheld, conditioned or delayed assign all or a portion of its rights and obligations under this Agreement and the Program Documents to any party pursuant to an executed assignment and acceptance by Buyer and the applicable assignee in form and substance acceptable to Buyer, Guarantor and Seller (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned; provided, however, that an assignment of Buyer’s rights under this Agreement shall not require the Seller’s or Guarantor’s consent if (i) an Event of Default has occurred and is continuing, or (ii) such assignment is to an adequately capitalized affiliate of Buyer (as determined by Seller and Guarantor in their reasonable discretion). On the effective date of any such assignment, (A) such assignee will be a party hereto and to each Program Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and will succeed to the related rights and obligations of Buyer hereunder, and (B) Buyer will, to the extent of such rights and obligations so assigned, be released from its obligations (but not its rights to the extent such rights are intended to survive any such assignment) hereunder and under the Program Documents.

(b) Buyer may furnish any information concerning the Seller or Guarantor or any of its respective Subsidiaries in the possession of Buyer from time to time to assignees (including prospective assignees) only after notifying the Seller and Guarantor in writing and securing signed confidentiality agreements (in a form mutually acceptable to Buyer, Guarantor and the Seller) and only for the sole purpose of evaluating assignments and for no other purpose.

(c) Upon the Seller’s and Guarantor’s consent to an assignment, the Seller and Guarantor agree 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) Guarantor shall maintain a register (the “Register”) on which it will record each participation and assignment 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. All parties 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 or Guarantor’s obligations in respect of such rights.
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This Section 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 and Guarantor shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller and Guarantor 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. Each of Seller and Guarantor agree 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 Guarantor or any of its respective Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller and Guarantor in writing and securing signed confidentiality statements and only for the sole purpose of evaluating assignments or participations and for no other purpose; provided that the Guarantor’s financial statements may only be provided to assignees and Participants upon the Guarantor’s prior written consent; provided, further, such consent shall not be required if an Event of Default has occurred.

(g) Each of Seller and Guarantor agree 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 remedies and obligations of Seller or Guarantor in this Agreement.

39. SINGLE AGREEMENT

The Seller, Guarantor 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, Guarantor 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.
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40. INTENT

(a) The Seller, Guarantor 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) 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, Guarantor 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 “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, Guarantor 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 19 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 Underlying 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.

(f) The parties hereto agree and intend that (x) each Underlying Loan shall constitute a “mortgage loan” or an “interest in a mortgage loan” as such terms are used in Sections 101(47)(A)(i) and 741(7)(A)(i) of the Bankruptcy Code, as amended and (y) each Purchased Asset shall constitute an “interest in a mortgage loan” as such phrase is used in Sections 101(47)(A)(i) and 741(7)(A)(i) of the Bankruptcy Code, as amended.
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41. CONFIDENTIALITY

(a) Buyer, Guarantor and Seller hereby acknowledge and agree that all written or computer‑readable 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 or Guarantor provided to Buyer, including, without limitation, pursuant to Section 13(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 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 or Guarantor provided to Buyer, including, without limitation, financial information provided pursuant to Section 13(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 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 41, (iv) other than with respect to any financial information of Seller or Guarantor provided to Buyer, including, without limitation, pursuant to Section 13(a), which shall require Seller’s or Guarantor’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 or Guarantor provided to Buyer, including, without limitation, pursuant to Section 13(a), which shall require Seller’s or Guarantor’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 or Guarantor provided to Buyer, including, without limitation, pursuant to Section 13(a), which shall require Seller’s or Guarantor’s separate and prior written consent to disclose, disclosures are made in Guarantor’s financial statements or footnotes, (vii) such disclosures are made to lenders or prospective lenders to Seller or Guarantor, buyers or prospective buyers of Guarantor’s business, sellers or prospective sellers of businesses to Guarantor and its counsel, accountants, representatives and agents, or (viii) such disclosure is pursuant to Section 38(c). 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, Guarantor, 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 the Transactions, without the prior written consent of the other parties.

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(b) In the case of disclosure by Seller, Guarantor or Buyer, other than pursuant to Section 41(a)(i), (iii), (vi) or (vii), the disclosing party shall, to the extent permitted by law, provide the other parties with prior written notice to permit the other party to seek a protective order or to take other appropriate action. 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 compelled as a matter of law to disclose any such information, the disclosing party may disclose to the party compelling disclosure only the part of the Program Documents it is compelled to disclose (in which case, prior to such disclosure, the disclosing party shall, to the extent permitted by law, use commercially reasonable efforts to advise and consult with the other parties and their counsel as to such disclosure and the nature and wording of such disclosure).

(c) Notwithstanding anything in this Agreement to the contrary, Buyer, Guarantor 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 Underlying Assets and/or any applicable terms of this Agreement. Seller, Guarantor 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, Guarantor and Buyer shall provide such notice to the other parties by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.

42. SERVICING

(a) Subject to subsection (d) below, the Guarantor covenants to maintain or cause the servicing of the Underlying 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 termination thereof by Buyer pursuant to subsection (d) below, (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.

(b) During the period the Guarantor is servicing the Underlying Assets for Buyer, (i) the Guarantor agrees that Buyer is the owner of all Servicing Records relating to Underlying 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 Underlying Loans (the “Servicing Records”), (ii) the Guarantor grants Buyer a security interest in all servicing fees and rights relating to the Underlying Assets that have not been repurchased and all Servicing Records to secure the obligation of the Guarantor or its designee to service in conformity with this Section 42 and any other obligation of the Guarantor to Buyer, and (iii) Guarantor shall (or if Guarantor is not the Servicer, shall cause the Servicer to) deposit all collections received on account of the Underlying Loans in accordance with the provisions of Section 7. At all times during the term of this Agreement, the Guarantor 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, Guarantor, as servicer shall retain the servicing fees with respect to the Underlying Assets.
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(c) If any Underlying Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than the Guarantor (a “Subservicer”), or if the servicing of any Underlying Asset is to be transferred to a Subservicer, the Guarantor 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 Guarantor shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Underlying Loans, which consent may not unreasonably be withheld or delayed.

(d) After the Purchase Date, until the Repurchase Date, the Guarantor will have no right to modify or alter the terms of the Underlying Loan or consent to the modification or alteration of the terms of any Underlying 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 Guarantor will have no obligation or right to repossess any Underlying Loan or substitute another Underlying Loan, except as provided in any Custodial Agreement or any Program Document, including, without limitation, Section 16 of this Agreement.

(e) The Guarantor shall permit Buyer to inspect upon reasonable prior written notice at a mutually convenient time the Guarantor’s servicing facilities, as the case may be, for the purpose of satisfying Buyer that the Guarantor has the ability to service the Underlying Loans as provided in this Agreement. In addition, with respect to any Subservicer which is not an Affiliate of the Guarantor, the Guarantor shall use its best efforts to enable Buyer to inspect the servicing facilities of such Subservicer.

(f) Guarantor retains no economic rights to the servicing of the Underlying Assets; provided that Guarantor shall continue to service the Underlying Assets hereunder as part of its Obligations hereunder. As such, Guarantor expressly acknowledges that the Underlying Assets are sold to Buyer on a “servicing released” basis.

(g) Servicer shall subservice such Underlying Assets on behalf of Buyer for a term commencing as of the related Purchase Date and which shall automatically terminate without notice on the earlier of (a) thirty (30) days after the related Purchase Date, or if longer, the term of the relevant Transaction, or the Repurchase Date set forth in the applicable Confirmation with respect to a Underlying Asset or (b) the Repurchase Date with respect to a Underlying Asset (such term, the “Servicing Term”). If the Servicing Term expires with respect to any Underlying Asset for any reason other than Guarantor repurchasing such Underlying Asset, then such Servicing Term shall automatically terminate if not renewed by Buyer; provided, that Buyer shall be deemed to have renewed such Servicing Term if Buyer enters into a new Transaction or extends the Transaction, in respect of such Underlying Asset. In connection with any such renewal, Servicer shall continue to interim service the Underlying Assets for a thirty (30) day extension period, an additional Servicing Term, (an “Extension Period”). For the avoidance of doubt, upon expiration of the Servicing Term (including the expiration of any Extension Period) with respect to any Underlying Asset, Guarantor shall have no right to service the related Underlying 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 19 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 Underlying 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.
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If Servicer should discover that, for any reason whatsoever, it has failed to perform fully its servicing obligations with respect to the Underlying Assets it is subservicing on behalf of Buyer, Guarantor shall promptly notify Buyer.

43. PERIODIC DUE DILIGENCE REVIEW

Each of the Seller and Guarantor acknowledge that Buyer has the right to perform continuing Due Diligence Reviews with respect to the Underlying Assets and Seller and Guarantor, for purposes of verifying compliance with the representations, warranties, covenants and specifications made hereunder or under any other Program Document, or otherwise, and each of the Seller and Guarantor agree that upon reasonable (but no less than three (3) Business Days’) prior notice to the Seller and Guarantor (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 Underlying Assets in the possession, or under the control, of the Seller, Guarantor 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 or Guarantor’s normal course of business. Each of the Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Underlying Assets. Without limiting the generality of the foregoing, each of the Seller and Guarantor acknowledge that Buyer shall purchase Participation Interests in the Underlying 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 Underlying 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 Underlying Loan. Buyer may underwrite such Underlying Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Guarantor 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 Underlying Assets in the possession, or under the control, of the Guarantor. In addition, Buyer has the right to perform continuing Due Diligence Reviews of Underlying 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, Guarantor 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 43 shall be paid by the Seller and Guarantor subject to the limitations of Section 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. 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 or Guarantor (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 or Guarantor to the extent permitted by applicable law, upon any amount becoming due and payable by the Seller or Guarantor 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 or Guarantor only to the extent specifically relating to this Agreement, the other Program Documents or the Transactions described hereunder.
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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 or Guarantor, against all of the Seller’s or Guarantor’s obligations to Buyer, under this Agreement or under any other Program Documents, if such obligations of the Seller or Guarantor are then due, without prejudice to Buyer’s right to recover any deficiency. Buyer agrees promptly to notify the Seller and Guarantor 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. 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. SINGLE PURPOSE ENTITY

Seller shall (i) own no assets, and shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Program Documents, (ii) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than as otherwise permitted under this Agreement, (iii) not make any loans or advances to any Affiliate or third party and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the purchase of Underlying Loans under the Program Documents, (iv) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets, (v) comply with the provisions of its governing documents, (vi) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its governing documents without the prior written consent of Buyer, (vii) maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates (except that such financial statements may be consolidated to the extent consolidation is required under GAAP or as a matter of Requirements of Law); (viii) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other, (ix) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and shall remain solvent, (x) not engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein), (xi) not commingle its funds or other assets with those of any Affiliate or any other Person (other than ordinary course commingling of funds, which commingled funds are promptly remitted to the appropriate account of Seller as set forth herein) and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others, (xii) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (xiii) not hold itself out to be responsible for the debts or obligations of any other Person, (xiv) not, without the prior unanimous written consent of all of its members and its Independent Directors take any Act of Insolvency and when voting on such matters the members shall consider only the interests of Seller, including its creditors, (xv) not enter into any transaction with any Affiliate (other than the Program Documents) except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction, (xvi) allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate, (xvii) not pledge its assets to secure the obligations of any other Person (other than pursuant to the Program Documents), (xviii) have at all times at least one (1) Independent Director, and (xix) provide Buyer at least [***] prior written notice of the removal and/or replacement of any Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director and any Independent Director of the Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any of its Affiliates.
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47. AMENDMENT AND RESTATEMENT

The parties hereto desire to enter into this Agreement in order to amend and restate the Existing Agreement in its entirety. As of the date hereof, the terms and provisions of the Existing Agreement shall be and hereby are amended, superseded and restated in their respective entireties by the terms and provisions of this Agreement. This Agreement is not intended to, and shall not, effect a novation of any of the obligations of the parties to the Existing Agreement, but shall merely be an amendment and restatement of the terms governing such obligations.

[SIGNATURE PAGE FOLLOWS]

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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.

ROCKET MORTGAGE, LLC, as Guarantor
By: /s/ Pete Mareskas
Name: Panayiotis “Pete” Mareskas
Title: Treasurer
RCKT MORTGAGE SPE-D, LLC, as Seller
By: /s/ Pete Mareskas
Name: Panayiotis “Pete” Mareskas
Title: Authorized Representative
BANK OF MONTREAL, as Buyer
By: /s/ Ari Lash
Name: Ari Lash
Title: Managing Director

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Schedule 1-A

REPRESENTATIONS AND WARRANTIES RE: UNDERLYING LOANS

Eligible Loans

For purposes of this Schedule 1-A 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 an Underlying 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 Underlying Loan as determined by Buyer in its reasonable discretion. Seller represents and warrants to Buyer that as to each Underlying 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 Underlying Loan is subject to a Transaction:

(a) Underlying Loans as Described. The information set forth in the Loan Schedule with respect to the Underlying Loan is complete, true and correct in all material respects as of the Purchase Date.

(b) Payments Current. No payment required under the Underlying Loan is 30 days or more delinquent nor has any payment under the Underlying Loan been 30 days or more delinquent at any time since the origination of the Underlying Loan.

(c) No Outstanding Charges. There are no defaults in complying with the terms of the Mortgage, and, other than with respect to Second Lien Loans, 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 Underlying 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. To Seller’s or Guarantor’s knowledge, with respect to Second Lien Loans, 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 Underlying 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. Other than with respect to Second Lien Loans, neither Seller nor Guarantor 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 Underlying Loan (other than Second Lien Loans), except for interest accruing from the date of the Note or date of disbursement of the Underlying 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. 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 (other than with respect to DSCR Loans) 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 (other than with respect to DSCR Loans) 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.
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(e) No Defenses. The Note and the Mortgage are not subject to any right of rescission, set‑off, counterclaim or defense, including without limitation the defense of usury, nor will 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, set‑off, counterclaim or defense, including without limitation the defense of usury and no such right of rescission, set‑off, 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 Underlying Loan was originated.

(f) Hazard Insurance. Pursuant to the terms of the Mortgage, all buildings or other improvements upon the Mortgaged Property (other than Mortgaged Property subject to a Second Lien Loan) 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 Guarantor’s Underwriting Guidelines. With respect to Mortgaged Property subject to a Second Lien Loan, on the origination date such Mortgaged Property was covered 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 Guarantor’s Underwriting Guidelines. If required by the Flood Disaster Protection Act of 1973, as amended, the related Mortgaged Property 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 Guarantor’s Underwriting Guidelines. All individual insurance policies (other than individual insurance policies relating to Second Lien Loans) contain a standard mortgagee clause naming the Guarantor and their respective successors and assigns as mortgagee, and all premiums due and owing thereon have been paid. The Mortgage (other than Mortgages related to Second Lien Loans) 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. Guarantor 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 Guarantor’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 Guarantor, in any case, to the extent it would impair coverage under any such policy.

(g) Compliance with Applicable Law. Except with respect to DSCR Loans, 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 Underlying 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. With respect to DSCR Loans, any and all requirements of any federal, state or local law applicable to the origination and servicing of such Underlying Loan have been complied with in all material respects, and the consummation of the transactions contemplated hereby will not involve the violation of any such laws or regulations. Guarantor shall maintain in its possession, available for Buyer’s inspection, evidence of compliance with all requirements set forth herein.


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(h) No Satisfaction of Mortgage. The Mortgage has not been satisfied, canceled, subordinated or rescinded (except with respect to subordination of a Second Lien Loan to the first priority lien or security interest), 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 (except with respect to subordination of a Second Lien Loan to the first priority lien or security interest) 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 Underlying Loan to fail to satisfy the applicable Agency Guidelines. Guarantor has not waived the performance by the Mortgagor of any action, if the Mortgagor’s failure to perform such action would cause the Underlying Loan to be in default, nor has the Guarantor waived any default resulting from any action or inaction by the Mortgagor.

(i) Valid First Lien or Second Lien. Each Mortgage is a valid and subsisting First Lien (or with respect to a Second Lien Loan, a Second 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 Underlying 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 (collectively, “Permitted Liens”):

(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 Underlying Loan and (a) referred to or otherwise considered in the appraisal made for the originator of the Underlying Loan or (b) which do not adversely affect the Appraised Value of the Mortgaged Property set forth in such appraisal;

(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; and

(iv) with respect to Second Lien Loans, the related first lien Mortgage.

Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Underlying Loan establishes and creates a valid, subsisting, enforceable and First Lien (or with respect to a Second Lien Loan, a Second Lien) and first (or with respect to a Second Lien Loan, second)



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priority security interest on the property described therein and each of Seller and Guarantor, as applicable, 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 an Underlying 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 Underlying 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 an Underlying 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 Underlying Loan or in any mortgage or flood insurance, if applicable, in relation to such Underlying Loan. The Guarantor 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. Except as disclosed to Buyer in writing, all tax identifications and property descriptions are legally sufficient; and tax segregation, where required, has been completed.

(k) Full Disbursement of Proceeds. Except with respect to HELOCs, the Underlying Loan has been closed and the proceeds of the Underlying 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 on‑site or off‑site improvement and as to disbursements of any escrow funds therefor have been complied with (other than as permitted under the applicable Underwriting Guidelines). All costs, fees and expenses incurred in making or closing the Underlying 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. Guarantor is the sole owner and holder of bare legal title to the Underlying Loans and the indebtedness evidenced by the Note. Seller is the sole owner and holder of 100% of the economic, beneficial and equitable interests in the Underlying Loans. Seller has full right to pledge its rights with respect to the Participation Certificate and the Underlying Loans to Buyer free and clear of any encumbrance, equity, participation interest (other than the Participation Interests), 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 or otherwise transfer the Underlying Loan and following the sale of the Participation Interests in such Underlying Loan, Buyer will own such Participation Interest in the Underlying Loan free and clear of any encumbrance, equity, participation interest (other than the Participation Interests), lien, pledge, charge, claim or security interest except any such security interest created pursuant to the terms of this Agreement, subject to Takeout Commitments. Neither Seller nor Guarantor has pledged such Underlying Loan under any other repurchase agreement or other financing arrangement.

(m) Doing Business. All parties which have had any interest in the Underlying 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, except , in the case of DSCR Loans, to the extent that failure to be so licensed would not give rise to any claim against the Buyer; provided, however, that the Seller will only be deemed to be in breach of this representation in the event that the noncompliance resulted in foreclosure or ultimate realization on the Mortgage Note being precluded or where, upon foreclosure, specific costs could be attributed to noncompliance, 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.

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(n) Title Insurance. Other than with respect to a Cooperative Loan, the Underlying 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 Underlying 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, wrapper or insurance acceptable to the applicable Agency, FHA, VA, RHS or HUD or (iii) with respect to Second Lien Loans, a property report that includes a title insurance wrapper, and each such title insurance policy or title insurance wrapper 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 Guarantor, its successors and assigns, as to the first priority lien or second priority lien, as applicable, of the Mortgage in the original principal amount of the Underlying Loan, subject only to the exceptions contained in clauses (i), (ii), (iii) and (iv) of paragraph (i) of this Schedule 1-A, 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 Guarantor, its successors and 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 Guarantor, 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 Guarantor.

(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 Guarantor 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.


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(r) Origination. Except with respect to DSCR Loans, the Underlying 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 Underlying Loan commenced no more than 60 days after funds were disbursed in connection with the Underlying 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. Except with respect to DSCR Loans, the Note is payable in equal monthly installments of principal and interest (subject to an “interest only” period in the case of Interest Only Loans), which installments of interest, (i) 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 Underlying Loan becomes effective and (ii) with respect to Interest Only Loans, are subject to change on the Interest Only Adjustment Date due to adjustments to the Mortgage Interest Rate on each Interest Only Adjustment Date, in each case, with interest calculated and payable in arrears, sufficient to amortize the Underlying 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. Except with respect to HELOCs and DSCR Loans, principal payments on the Underlying Loan commenced no more than sixty days after the proceeds of the Underlying Loan were disbursed. Other than with respect to HELOCs, with respect to each Underlying 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 Underlying 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 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 an Underlying Loan and foreclosure on, or trustee’s sale of, the Mortgaged Property pursuant to the proper procedures, the holder of the Underlying Loan will be able to deliver good and merchantable title (subject to in the case of a Second Lien Loan, the first lien Mortgage of the first lien loan related thereto) 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’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 Guarantor with respect to each Note and Mortgage are in compliance in all material respects with Accepted Servicing Practices and applicable law. The Underlying Loan has been serviced by Guarantor 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, Guarantor 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 Guarantor have been capitalized under the Mortgage or the Note. All Mortgage Interest Rate adjustments have been made in strict compliance with applicable 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.

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(v) Conformance with Underwriting Guidelines and Agency Guidelines. The Underlying Loan was underwritten in accordance with the applicable Agency Guidelines or Underwriting Guidelines. The Note and Mortgage (exclusive of any riders), except with respect to Second Lien Loans, are on forms similar to those used by or acceptable to the applicable Agency, FHA, VA or HUD, as applicable, and Guarantor 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. No Underlying Loan is cross-collateralized or is subject to a cross-default provision with any mortgage loan that is not an Underlying Loan.

(x) Appraisal. Unless the applicable Agency, FHA, VA, RHS or HUD requires otherwise, and except for Second Lien Loans, 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 not more than one hundred eighty (180) days prior to the approval of the Loan application by a qualified appraiser, duly appointed by Guarantor or the originator of the Underlying 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 Underlying 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 Underlying Loan was originated. With respect to Second Lien Loans, a Review Appraisal approved by Buyer in its sole discretion was conducted and executed prior to the funding of such Second Lien Loan by a qualified appraiser who had no interest, direct or indirect, in the Mortgaged Property or in any loan secured thereby, and whose compensation is not affected by the approval of disapproval of the Second Lien Loan. Guarantor 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 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.

(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 Underlying Loan (other than Wet-Ink Loans) have been delivered to the Custodian, and Control of any eMortgage Loan that is an Underlying Asset has been transferred to the Custodian as agent for Buyer, except as otherwise provided in the Custodial Agreement. Guarantor is, or an agent of Guarantor is, in possession of a complete, true and materially accurate Mortgage File in compliance with the Custodial Agreement, except for such documents the originals of which have been delivered to the Custodian and except as otherwise provided in the Custodial Agreement.



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(aa) No Buydown Provisions; No Graduated Payments or Contingent Interests. Except for Underlying Loans made in connection with employee relocations, no Underlying Loan contains provisions pursuant to which Monthly Payments are (a) paid or partially paid with funds deposited in any separate account established by the Guarantor, 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 Underlying Loans made in connection with employee relocations, the Underlying Loan is not a graduated payment Underlying Loan and the Underlying Loan does not have a shared appreciation or other contingent interest feature. Such employee relocation Underlying Loans are identified on the related Loan Schedule.

(bb) Mortgagor Acknowledgment. Except with respect to DSCR Loans, 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 Underlying Loans and Adjustable Rate Loans and rescission materials with respect to refinanced Underlying Loans. Guarantor shall maintain such statement in the Mortgage File.

(cc) No Construction Underlying Loans. No Underlying 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.

(dd) Acceptable Investment. To Seller’s or Guarantor’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 Underlying Loan, to regard the Underlying Loan as an unacceptable investment, or (ii) adversely affect the value of the Underlying Loan in comparison to similar loans.

(ee) LTV, PMI Policy. Except as approved by one of the Agencies, FHA, VA, RHS or HUD, no First Lien Loan has an LTV greater than 100%. No Second Lien Loan has an LTV greater than 90%. If required by the applicable Agency, FHA, VA, RHS or HUD, the Underlying 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 Underlying 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 Underlying Loan as set forth on the Loan Schedule is net of any such insurance premium.

(ff) Capitalization of Interest. The Note does not by its terms provide for the capitalization or forbearance of interest.

(gg) No Equity Participation. Except with respect to DSCR Loans, no document relating to the Underlying 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 each of Seller and Guarantor does not own directly or indirectly any equity of any form in the Mortgaged Property or the Mortgagor.

(hh) Proceeds of Underlying Loan. The proceeds of the Underlying 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 or Guarantor, except in connection with a refinanced Underlying Loan.



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(ii) Origination Date. The origination date is no earlier than ninety (90) days prior to the related Purchase Date.

(jj) No Exception. Custodian has not noted any material Exceptions on a Custodial Loan Transmission with respect to the Underlying Loan which would materially adversely affect the Underlying Loan or Buyer’s interest in the Underlying Loan.

(kk) Occupancy of Mortgaged Property or Cooperative Unit. Except with respect to DSCR Loans, 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.

(ll) Transfer of Underlying Loans. Except with respect to Underlying 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 Loan, the UCC-3 assignment is in a form suitable for filing in the jurisdiction in which the Mortgaged Property is located.

(mm) Consolidation of Future Advances. Any future advances made to the Mortgagor prior to the origination of the Underlying 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 Underlying Loan other than a Cooperative Loan or a Second Lien Loan, the lien of the Mortgage securing the consolidated principal amount is expressly insured as having first lien (or with respect to a Second Lien Loan, second 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. Except in the case of a HELOC, the consolidated principal amount does not exceed the original principal amount of the Underlying Loan. In the case of a HELOC, the consolidated principal amount of the Underlying Loan does not exceed the Credit Limit of the HELOC.

(nn) No Balloon Payment. No Underlying Loan has a balloon payment feature.

(oo) Condominiums/ Planned Unit Developments. Except with respect to DSCR Loans, 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.

(pp) Downpayment. The source of the down payment with respect to each Underlying Loan has been verified in accordance with applicable Agency Guidelines.

(qq) 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 Underlying Loan or the use for which the premises were intended and each Mortgaged Property or Cooperative Unit is in good repair.


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(rr) No Violation of Environmental Laws. To the knowledge of Seller or Guarantor, 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 or Guarantor, 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.

(ss) 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 Manufactured Home (with respect to a Manufactured Home Loan), 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 (in each case, other than a Manufactured Home that meets the criteria set forth in the definition of Manufactured Home Loan); 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 Guide and shall conform with the Agency Guidelines. The Mortgaged Property is not raw land. Except with respect to DSCR Loans, 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. With respect to Second Lien Loans, the related Mortgaged Property is not an investment property and shall be used as a primary or secondary residence only.

(tt) Due on Sale. The Mortgage contains an enforceable provision for the acceleration of the payment of the unpaid principal balance of the Underlying 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.

(uu) Servicemembers Civil Relief Act of 2003. The Mortgagor has not notified Seller or Guarantor, and each of Seller and Guarantor has no knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers Civil Relief Act of 2003.

(vv) No Denial of Insurance. No action, inaction, or event has occurred and, to the extent required to be maintained under the related Underlying Loan, 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 by Guarantor or any designee of Guarantor or any corporation in which Guarantor or any officer, director, or employee had a financial interest at the time of placement of such insurance.



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(ww) 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.

(xx) Prepayment Penalty. Except with respect to DSCR Loans, no Underlying Loan is subject to a prepayment penalty.

(yy) Predatory Lending Regulations; High Cost Loans. No Underlying 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).

(zz) Tax Service Contract. Except with respect to any Second Lien Loan, Guarantor has obtained a life of loan, transferable real estate tax service contract with an approved tax service contract provider on each Underlying Loan and such contract is assignable without penalty, premium or cost to Buyer.

(aaa) Flood Certification Contract. Guarantor has obtained a life of loan, transferable flood certification contract for each Underlying Loan and such contract is assignable without penalty, premium or cost to Buyer.

(bbb) Recordation. Each original Mortgage was recorded or has been sent for recordation, and, except for those Underlying 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.

(ccc) Located in U.S. No collateral (including, without limitation, the related real property and the dwellings thereon and otherwise) relating to an Underlying 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.
(ddd) Single-Premium Credit Life Insurance. In connection with the origination of any Underlying Loan, no proceeds from any Underlying 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 Guarantor as a condition of obtaining the extension of credit. No proceeds from any Underlying Loan 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 Underlying Loan.



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(eee) 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 or Guarantor’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 Guarantor have been taken to keep such guaranty or insurance valid, binding and enforceable and to Seller’s or Guarantor’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.

(fff) Qualified Mortgage. Except with respect to a Non-QM Loan, a HELOC and a DSCR Loan, each Underlying Loan satisfied the following criteria: (i) such Underlying Loan is a Qualified Mortgage, and (ii) such Underlying Loan is supported by documentation that evidences compliance with the QM Rule or the Ability to Repay Rule, as applicable.

(ggg) 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 Guarantor.

(hhh) Cooperative Loans. With respect to each Cooperative Loan, Guarantor and Seller each represents and warrants:

(1) the Cooperative Loan is secured by a valid, subsisting, enforceable and perfected first lien (or with respect to a Second Lien Loan, second 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 (or with respect to a Second Lien Loan, second) lien and first (or with respect to a Second Lien Loan, second) priority security interest on the property described therein and Guarantor 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 Corporation, (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.






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(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 Agreement for each Cooperative Loan have been delivered to Custodian, except as otherwise provided in the Custodial 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.

(iii) 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;

(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;






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(3) In the case of an RHS Loan, no claim for guarantee has been filed;

(4) No Underlying 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 Guarantor, its servicer, nor any prior holder or servicer of the Underlying 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 Guarantor or the related Qualified Originator (if different from Guarantor) 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.

(jjj) CEMA Loans. With respect to each Underlying Loan which is a CEMA Loan, Guarantor 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.

(kkk) eNotes. With respect to each eMortgage Loan, the related eNote satisfies all of the following criteria:

(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, 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; (viii) there is no Control Failure, eNote Replacement Failure or Unauthorized Servicing Modification with respect to such eNote;



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(ix) the eNote is a valid and enforceable Transferable Record or comprises “general intangible” or “payment intangible” as defined under 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;

(xi) there is no paper copy of the eNote in existence nor has the eNote been papered-out; and

(xii) the Subservicer Field status of the eNote on the MERS eRegistry is blank.

(lll) MERS Loans. With respect to each MERS Loan, a MERS Identification Number has been assigned by MERS and such MERS Identification Number is accurately provided on the Loan Schedule. The related Assignment of Mortgage to MERS has been duly and properly recorded. With respect to each MERS Loan, Guarantor has not received any notice of liens (other than Permitted Liens) or legal actions with respect to such Underlying Loan and no such notices have been electronically posted by MERS.

(mmm) Insured Closing Letter. As of the Purchase Date of each Wet Loan, an Approved Title Insurance Company has issued to the Guarantor or Buyer an Insured Closing Letter, copies of which shall be maintained in the possession of Guarantor 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 Guarantor 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 Loan is provided by Rocket Close, LLC and (b) unless the unpaid principal balance of Purchased Loans that constitute Wet Loans, and regarding which an Insured Closing Letter has not been provided, would exceed ten percent (10%) of Guarantor’s Tangible Net Worth measured as of the end of Guarantor’s most recent fiscal quarter.

(nnn) Credit Score and Reporting. As of the Purchase Date, the Mortgagor’s credit score as listed on the Asset Schedule is no more than one hundred twenty (120) days old. Full, complete and accurate information with respect to the Mortgagor’s credit file was furnished to Equifax, Experian and Trans Union Credit Information in accordance with the Fair Credit Reporting Act and its implementing regulations.

(ooo) Single Original Mortgage Note. There is only one originally executed Note; provided, however, that if there is more than one signed note, then each page of such additional note will have “Duplicate,” “Copy” or similar language clearly stamped on it.

(ppp) Regarding the Mortgagor. The Mortgagor is one or more natural persons or a trustee under a “living trust.”

(qqq) Endorsements. Each Note has been endorsed by a duly authorized officer of Guarantor for its own account and not as a fiduciary, trustee, trustor or beneficiary under a trust agreement.

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(rrr) TRID Compliance. With respect to each Underlying Loan where the Mortgagor’s loan application for the Underlying Loan was taken on or after October 3, 2015 (other than with respect to a HELOC and DSCR Loans), such Underlying Loan was originated in compliance with the TILA-RESPA Integrated Disclosure Rule.

(sss) HELOCs; Revolving Term. With respect to HELOCs, the related Mortgagor may request advances up to the Credit Limit within the time period permitted by the Underwriting Guidelines. Each HELOC provides for an initial period (the “Revolving Period”) during which the Mortgagor is required to make monthly payments of interest payable in arrears and requires repayment of the unpaid principal balance thereof over a period following the Revolving Period (the “Repayment Period”) which is not in excess of the time permitted by the Underwriting Guidelines. As of the Purchase Date no HELOC was in its Repayment Period. The Mortgage Interest Rate on each Underlying Loan adjusts periodically in accordance with the Credit Line Agreement to equal the sum of the index and the related Gross Margin. On each Interest Rate Adjustment Date the Guarantor has made interest rate adjustments on the Underlying Loan which are in compliance with the related Mortgage and Mortgage Note and applicable law.

(ttt) HELOCs; Draws In Compliance With Laws. Each Draw under the HELOC has been disbursed in accordance with all applicable laws, rules, and regulations, including, without limitation, all state and local licensing requirements.

(uuu) HELOCs; Enforcement of Remedies. Each Credit Line Agreement permits the holder to enforce its full remedies, with respect to, among other things, material events of default by the Mortgagor, declines in the value of the related Mortgaged Property and material changes in the Mortgagor’s financial circumstances.

104


Schedule 1-B

REPRESENTATIONS AND WARRANTIES RE: PARTICIPATION INTERESTS

As to each Participation Interest that is subject to any Transaction outstanding on a Purchase Date, the Seller shall be deemed to make the following representations and warranties to the Buyer as of such date and at all times a Participation Interest is subject to a Transaction.

(a) Compliance with Law. Each Participation Interest complies in all respects with, or is exempt from, all applicable requirements of federal, state or local law relating to such Participation Interest.

(b) Good and Marketable Title. Immediately prior to the sale, transfer and assignment to Buyer thereof, the Seller had good and marketable title to, and was the sole owner and holder of, the Participation Interests, and Seller is transferring such Participation Interests free and clear of any and all liens, pledges, encumbrances, charges, security interests or any other ownership interests of any nature encumbering such Participation Interests. Upon consummation of the purchase contemplated to occur in respect of such Participation Interests, Seller will have validly and effectively conveyed to Buyer all legal and beneficial interest in and to such Participation Interests free and clear of any pledge, lien, encumbrance or security interest and upon the filing of a financing statement covering the Participation Interests in the State of Delaware and naming Seller as debtor and Buyer as secured party, the Lien granted pursuant to this Agreement will constitute a valid, perfected first priority Lien on the Participation Interests in favor of Buyer enforceable as such against all creditors of Seller and any Persons purporting to purchase the Participation Interests from Seller.

(c) No Fraud. No fraudulent acts were committed by Seller or Guarantor or any of their respective Affiliates in connection with the issuance of such Participation Interests.

(d) No Defaults. No (i) monetary default, breach or violation exists with respect to any agreement or other document governing or pertaining to such Participation Interests, (ii) non-monetary default, breach or violation exists with respect to such Participation Interests, or (iii) event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach or violation of such Participation Interests.

(e) No Modifications. Seller is not a party to any document, instrument or agreement, and there is no document, that by its terms modifies or affects the rights and obligations of any holder of such Participation Interests and Seller has not consented to any material change or waiver to any term or provision of any such document, instrument or agreement and no such change or waiver exists.

(f) Power and Authority. Seller has full right, power and authority to sell and assign such Participation Interests, and such Participation Interests have not been cancelled, satisfied or rescinded in whole or part nor has any instrument been executed that would effect a cancellation, satisfaction or rescission thereof.

(g) Consents and Approvals. Other than consents and approvals obtained as of the related Purchase Date or those already granted in the Program Documents governing such Participation Interests, no consent or approval by any Person is required in connection with Seller’s sale and/or Buyer’s acquisition of such Participation Interests, for Buyer’s exercise of any rights or remedies in respect of such Participation Interests or for Buyer’s sale, pledge or other disposition of such Participation Interests. No third party holds any “right of first refusal”, “right of first negotiation”, “right of first offer”, purchase option, or other similar rights of any kind, and no other impediment exists to any such transfer or exercise of rights or remedies with respect to such Participation Interests.


105


(h) No Governmental Approvals. No consent, approval, authorization or order of, or registration or filing with, or notice to, any court or governmental agency or body having jurisdiction or regulatory authority over Seller is required for any transfer or assignment by the holder of such Participation Interests to the Buyer.

(i) No Litigation. Seller has not received written notice of any outstanding liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind for which the holder of such Participation Interests is or may become obligated.

(j) Duly and Validly Issued. The Participation Interests are duly and validly issued and the ownership of each Participation Interest is reflected in the participation interest register maintained by Guarantor.
106

Schedule 1-C

REPRESENTATIONS AND WARRANTIES RE: PARTICIPATION CERTIFICATE

As to each Participation Certificate that is subject to any Transaction outstanding on a Purchase Date, the Seller shall be deemed to make the following representations and warranties to the Buyer as of such date and at all times a Participation Certificate is subject to a Transaction.

(a) Compliance with Law. Each Participation Certificate complies in all respects with, or is exempt from, all applicable requirements of federal, state or local law relating to such Participation Interest.

(b) Good and Marketable Title. Immediately prior to the sale, transfer and assignment to Buyer, Seller has good and marketable title to, and is the sole owner and holder of, the Participation Certificate, and Seller is transferring such Participation Certificate free and clear of any and all liens, pledges, encumbrances, charges, security interests or any other ownership interests of any nature encumbering such Participation Certificate. Upon consummation of the purchase contemplated to occur in respect of such Participation Certificate, Seller will have validly and effectively conveyed to Buyer all legal and beneficial interest in and to such Participation Certificate free and clear of any pledge, lien, encumbrance or security interest and upon each of (x) the filing of a financing statement covering such Participation Certificate in the State of Delaware and naming Seller as debtor and Buyer as secured party and (y) delivery of the Participation Certificate to Buyer, the Lien granted pursuant to the Agreement will constitute a valid, perfected first priority Lien on such Participation Certificate in favor of Buyer enforceable as such against all creditors of Seller and any Persons purporting to purchase such Participation Certificate from Seller.

(c) No Fraud. No fraudulent acts were committed by Seller or Guarantor or any of their respective Affiliates in connection with the issuance of such Participation Certificate.

(d) No Defaults. No (i) monetary default, breach or violation exists with respect to any agreement or other document governing or pertaining to such Participation Certificate, (ii) non-monetary default, breach or violation exists with respect to such Participation Certificate, or (iii) event, which, in each case, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach or violation of such Participation Certificate.

(e) No Modifications. Seller is not a party to any document, instrument or agreement, and there is no document, that by its terms modifies or affects the rights and obligations of any holder of such Participation Certificate and Seller has not consented to any material change or waiver to any term or provision of any such document, instrument or agreement and no such change or waiver exists.

(f) Power and Authority. Seller has full right, power and authority to sell and assign the related Participation Certificate, and such Participation Certificate has not been cancelled, satisfied or rescinded in whole or part nor has any instrument been executed that would effect a cancellation, satisfaction or rescission thereof.

(g) Consents and Approvals. Other than consents and approvals obtained as of the related Purchase Date or those already granted in the documents governing such Participation Certificate, no consent or approval by any Person is required in connection with Seller’s sale and/or Buyer’s acquisition of the related Participation Certificate, for Buyer’s exercise of any rights or remedies in respect of such Participation Certificate or for Buyer’s sale, pledge or other disposition of such Participation Certificate. No third party holds any “right of first refusal”, “right of first negotiation”, “right of first offer”, purchase option, or other similar rights of any kind, and no other impediment exists to any such transfer or exercise of rights or remedies with respect to such Participation Certificate.




107


(h) No Governmental Approvals. No consent, approval, authorization or order of, or registration or filing with, or notice to, any court or governmental agency or body having jurisdiction or regulatory authority over Seller are required for any transfer or assignment by the holder of such Participation Certificate to the Buyer.

(i) No Litigation. No Responsible Officer of Seller has received written notice of any outstanding liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind related to such Participation Certificate for which the holder of such Participation Certificate is or would likely become obligated.

(j) Duly and Validly Issued. The Participation Certificates have been duly and validly issued in the name of the Buyer.

(k) Eligible Certificates as Securities. Each Participation Certificate that is subject to a Transaction (a) constitutes a “security” as that term is defined in Section 8-102 of the Uniform Commercial Code, (b) is not dealt in or traded on securities exchanges or in securities markets, (c) does not constitute an investment company security (within the meaning of Section 8-103(c) of the Uniform Commercial Code) and (d) is not held in a securities account (within the meaning of Section 8-103(c) of the Uniform Commercial Code).

(l) No Distributions. There are (x) no outstanding rights, options, warrants or agreements for a purchase, sale or issuance, in connection with the Participation Certificates (except as expressly contemplated or permitted by the Agreement), (y) no agreements on the part of Seller to issue, sell or distribute such Participation Certificate (except as expressly contemplated or permitted by the Agreement), and (z) no obligations on the part of Seller (contingent or otherwise) to purchase, repurchase, redeem or otherwise acquire any securities or any interest therein (other than from Buyer or as expressly contemplated by the Agreement) or to pay any dividend or make any distribution in respect of such Participation Certificate (other than to Buyer or as expressly contemplated by the Agreement until the repurchase of such Participation Certificate).


108


Schedule 2

Subsidiaries

One Mortgage Holdings, LLC
One Reverse Mortgage, LLC
QL Ginnie EBO, LLC
QL Ginnie REO, LLC
Rocket Mortgage Co-Issuer, Inc.
RCKT Mortgage SPE-A, LLC
RCKT Mortgage SPE-B, LLC
RCKT Mortgage SPE-D, LLC
RCKT Mortgage Revolving Trust-A

109


Schedule 12(c)

Litigation

[***]

110


Schedule 13(i)

Related Party Transactions

[***]

111


EXHIBIT A

COMPLIANCE CERTIFICATE

1. I, _______________________, _______________________ of Rocket Mortgage, LLC (the “Guarantor”), 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) Guarantor and Seller are in compliance with all provisions and terms of the Amended and Restated Master Repurchase Agreement, dated as of September 4, 2025, between Bank of Montreal and Guarantor (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 Guarantor has taken or proposes to take with respect thereto];

(iii) the Guarantor’s consolidated Adjusted Tangible Net Worth is not less than $[***]. The ratio of the Guarantor’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 Guarantor 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 Guarantor’s consolidated Adjusted Tangible Net Worth was less than $[***] or the Guarantor, on a consolidated basis, had cash and Cash Equivalents in an amount that was less than $[***], in either case the Guarantor’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 Guarantor’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.

112


IN WITNESS WHEREOF, I have signed this certificate.

Date: , 202__


ROCKET MORTGAGE, LLC

By:
Name:
Title:


113


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
114


Leverage:

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

115


EXHIBIT B

FORM OF INSTRUCTION LETTER

__________ __, 202_
___________________, as Subservicer/Additional Collateral Servicer
____________________
____________________
Attention: _______________

Re: Amended and Restated Master Repurchase Agreement, dated as of September 4, 2025, among Bank of Montreal (“Buyer”), RCKT Mortgage SPE-D, LLC (“Seller”), and Rocket Mortgage, LLC (the “Guarantor”)

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 Guarantor, as amended or modified, attached hereto as Exhibit A (the “Servicing Agreement”), you are hereby notified that the undersigned Guarantor has sold Participation Interests in such Eligible Assets to Seller and Seller has sold such interests to Buyer the beneficial interest in such Eligible Assets pursuant to that certain Amended and Restated Master Repurchase Agreement, dated as of September 4, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), among the Buyer, the Seller and the Guarantor. 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 Guarantor 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 Guarantor, except if Buyer instructs you in writing otherwise.




116

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 Guarantor 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 Buyer any information with respect to the Eligible Assets reasonably requested by 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 Guarantor 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 (the “Servicing Term”) commencing as of the date such Servicing Released Assets become subject to a purchase transaction under the Agreement. The Servicing Term shall terminate upon the occurrence of any of the following events: (i) such Servicing Released Asset is not repurchased by the Guarantor on the Repurchase Date under the Agreement, or (ii) you shall have received a written termination notice from Buyer at any time with respect to some or all of the Servicing Released Assets being serviced by you (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 Servicing Termination with respect solely to the Servicing Released Assets that are subject to such Servicing 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.

[NO FURTHER TEXT ON THIS PAGE]

117


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,
ROCKET MORTGAGE, LLC
By: ________________________________
Name:
Title:

Acknowledged and Agreed as of this __ day of ___________, 202__:

[SUBSERVICER] [ADDITIONAL COLLATERAL SERVICER]
By: ________________________________
Name:
Title:

118


EXHIBIT C

BUYER’S WIRE INSTRUCTIONS


For Cash: Bank: The Bank of New York Mellon
ABA: [***]
A/C: [***]
Ref: [***]


119

EXHIBIT D

FORM OF SECURITY RELEASE CERTIFICATION

[DATE]

[___________]
[___________]
[___________]
[___________]

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 Underlying Loans described in Annex A attached hereto upon purchase thereof by Bank of Montreal (“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 Underlying Loans (the “Date and Time of Sale”) and certifies that all notes, mortgages, assignments and other documents in its possession relating to such Underlying 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:


120


The Seller named below hereby certifies to Buyer that, as of the Date and Time of Sale of the above mentioned Underlying Loans to Buyer, the security interests in the Underlying Loans released by the above named corporation comprise all security interests in any and all such Underlying Loans. The Seller warrants that, as of such time, there are and will be no other security interests in any or all of such Underlying Loans.


ROCKET MORTGAGE, LLC
By: ________________________________
Name:
Title:

121


ANNEX TO SECURITY RELEASE CERTIFICATION

[List of Underlying Loans and amounts due]

122


EXHIBIT E

JUMBO LOAN CRITERIA

[***]

123

EXHIBIT F

NON-QM LOAN CRITERIA1

[***]














































1 Items highlighted in yellow are requirements for Non-QM Loans that are Specified Origination Loans.
124


EXHIBIT G

SECOND LIEN LOAN CRITERIA

[***]


125

EXHIBIT H

DSCR LOAN CRITERIA

[***]





126
EX-10.3 3 ubsrocket.htm EX-10.3 Document
EXHIBIT 10.3

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.

EXECUTION

AMENDMENT NO. 6 TO
SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

Amendment No. 6 to Second Amended and Restated Master Repurchase Agreement (this “Amendment”), dated as of September 18, 2025, among UBS AG NEW YORK BRANCH (the “Buyer”), ROCKET MORTGAGE, LLC (the “Rocket Seller”) and ONE REVERSE MORTGAGE, LLC (the “One Reverse Seller”, and together with the Rocket Seller, each, a “Seller” and, collectively, the “Sellers”).

RECITALS
The Buyer and Sellers are parties to that certain (a) Second Amended and Restated Master Repurchase Agreement, dated as of November 4, 2022 (as amended by Amendment No. 1, dated as of December 1, 2022, Amendment No. 2, dated as of November 30, 2023, Amendment No. 3, dated as of October 31, 2024, Amendment No. 4, dated as of November 26, 2024 and Amendment No. 5, dated as of March 5, 2025, the “Existing Repurchase Agreement”; and as further amended by this Amendment, the “Repurchase Agreement”) and (b) Pricing Letter, dated as of November 4, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Pricing Letter”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement or Pricing Letter, as applicable.

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

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

Section 1. Amendment to Existing Repurchase Agreement. Effective as of the date hereof (the “Amendment Effective Date”), the Existing 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. The parties hereto further acknowledge and agree that Exhibit A constitutes the Repurchase Agreement as amended and modified by the terms set forth herein.

Section 2. Conditions Precedent. This Amendment shall become effective as of the Amendment Effective Date, subject to the satisfaction of the following conditions precedent:
1





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

(ii) Buyer shall have received that certain Amendment No. 8 to the Pricing Letter, executed and delivered by duly authorized officers of Buyer and Sellers; and

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

Section 3. Ratification of Agreement. As amended by this Amendment, the Existing Repurchase Agreement is in all respects ratified and confirmed and the Existing Repurchase Agreement as so modified by this Amendment shall be read, taken, and construed as one and the same instrument.

Section 4. Representations and Warranties. Each Seller hereby represents and warrants to the Buyer that, giving effect to this Amendment, such Seller is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Default or Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 11 of the Repurchase Agreement. Each Seller hereby represents and warrants that this Amendment has been duly and validly executed and delivered by it, and constitutes its legal, valid and binding obligation, enforceable against such Seller in accordance with its terms.

Section 5. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms.

Section 6. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

Section 7. Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart. The parties agree that this Amendment, any documents to be delivered pursuant to this Amendment and any notices hereunder may be transmitted between them by email and/or by facsimile. Delivery of an executed counterpart of a signature page of this Amendment in Portable Document Format (PDF) or by facsimile shall be effective as delivery of a manually executed original counterpart of this Amendment. The parties agree that this Amendment, any addendum or amendment hereto or any other document necessary for the consummation of the transaction contemplated by this Amendment may be accepted, executed or agreed to through the use of an electronic signature in accordance with the E-Sign, the 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 providers, as long as such service providers use system logs and audit trails that establish a temporal and process link between the presentation of identity documents and the electronic signing, together with identifying information that can be used to verify the electronic signature and its attribution to the signer’s identity and evidence of the signer’s agreement to conduct the transaction electronically and of the signer’s execution of each electronic signature.



2





The original documents shall be promptly delivered, if requested.

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

Section 9. GOVERNING LAW. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AMENDMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AMENDMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE EFFECTIVENESS, VALIDITY AND ENFORCEABILITY OF ELECTRONIC CONTRACTS, OTHER RECORDS, ELECTRONIC RECORDS AND ELECTRONIC SIGNATURES USED IN CONNECTION WITH ANY ELECTRONIC TRANSACTION BETWEEN BUYER AND SELLERS SHALL BE GOVERNED BY E-SIGN.

[SIGNATURE PAGES FOLLOW]

3





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


UBS AG, as Buyer



By: /s/ Kathleen Donovan
Name: Kathleen Donovan
Title: Managing Director



By: /s/ Kathleen Donovan
Name: Kathleen Donovan
Title: Managing Director

4








ROCKET MORTGAGE, LLC, as a Seller



By: /s/ Panayiotis Mareskas
Name: Panayiotis Mareskas
Title: Treasurer


ONE REVERSE MORTGAGE, LLC, as a
Seller



By: /s/ Michael Stidham­­­­
Name: Michael Stidham
Title: President

5






EXHIBIT A

REPURCHASE AGREEMENT

(see attached)
6
CONFORMED THROUGH AMENDMENT NO. 6










SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT


Among:


UBS AG NEW YORK BRANCH, as Buyer,


ROCKET MORTGAGE, LLC, as a Seller


and


ONE REVERSE MORTGAGE, LLC, as a Seller






Dated as of November 4, 2022
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TABLE OF CONTENTS


Page
SECTION 1.
SECTION 2.
SECTION 3.
SECTION 4.
SECTION 5.
SECTION 6.
SECTION 7.
SECTION 8.
SECTION 9.
SECTION 10.
SECTION 11.
SECTION 12.
SECTION 13.
SECTION 14.
SECTION 15.
SECTION 16.
SECTION 17.
SECTION 18.
SECTION 19.
SECTION 20.
SECTION 21.
SECTION 22.
SECTION 23.
SECTION 24.
SECTION 25.
SECTION 26.
SECTION 27.
SECTION 28.
SECTION 29.
SECTION 30.
SECTION 31.
SECTION 32.
SECTION 33.
SECTION 34.
SECTION 35.
SECTION 36.
SECTION 37.
SECTION 38.

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SCHEDULES AND EXHIBITS

SCHEDULE 1 Representations and Warranties
SCHEDULE 2 Responsible Officers
SCHEDULE 3 Scheduled Indebtedness
SCHEDULE 4 Buyer and Seller Wiring Instructions

EXHIBIT A Reserved
EXHIBIT B Form of Seller’s Officer Certificate
EXHIBIT C Form of Servicer Notice
EXHIBIT D Reserved
EXHIBIT E Form of Power of Attorney
EXHIBIT F Form of Section 7 Certificate
EXHIBIT G Form of Security Release Certification


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SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

EXHIBIT H Form of eNote Control and Bailment Agreement This is a SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (the “Agreement”), dated as of November 4, 2022, among Rocket Mortgage, LLC, a Michigan Limited Liability Company (the “Rocket Seller” and a “Seller”), One Reverse Mortgage, LLC, a Delaware Limited Liability Company (the “One Reverse Seller”, a “Seller” and together with Rocket Seller, collectively, the “Sellers”) and UBS AG New York Branch, a Delaware corporation (the “Buyer”).

WHEREAS, this Agreement amends and restates in its entirety that certain Amended and Restated Master Repurchase Agreement, dated as of April 10, 2015 (the “Existing Repurchase Agreement”), by and between the Rocket Seller and the Buyer.

WHEREAS, One Reverse Seller desires to be joined to this Agreement in its capacity as a seller.

WHEREAS, the parties hereto have agreed, subject to the terms and conditions of this Agreement, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement.

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

SECTION 1. APPLICABILITY

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

The Pricing Letter is one of the Program Documents as defined below. The Pricing Letter is incorporated by reference into this Agreement and the Sellers and Buyer agree to adhere to all terms, conditions and requirements of the Pricing Letter as incorporated herein. In the event of a conflict or inconsistency between this Agreement and the Pricing Letter, the terms of the Pricing Letter shall govern.



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SECTION 2. DEFINTIONS

As used herein, the defined terms set forth below shall have the meanings set forth herein. Additionally, as used herein, the following terms shall have the meanings defined in the Uniform Commercial Code: accounts, chattel paper (including electronic chattel paper), goods (including inventory and equipment and any accessions thereto), instruments (including promissory notes), documents, investment property, general intangibles (including payment intangibles and software), and supporting obligations, products and proceeds.

“1934 Act” shall have the meaning set forth in Section 33 of the Agreement.

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

“Accepted Servicing Practices” shall mean, with respect to any Mortgage Loan, those mortgage servicing practices of prudent mortgage lending institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located.

“Adjusted Mortgage Servicing Rights” shall mean the lesser of (a) the Capitalized Mortgage Servicing Rights of Rocket Seller and (b) the product of (i) the sum of (x) the weighted average servicing fee of Rocket Seller’s servicing portfolio, plus (y) 0.05%; (ii) the unpaid principal balance of Mortgage Loans serviced by Rocket Seller and (iii) the Independent Servicing Valuation Multiple.

“Affiliate” shall mean with respect to (i) any Seller or any of its Subsidiaries, such Seller and its Subsidiaries, and (ii) any other Person, any “affiliate” of such Person, as such term is defined in the Bankruptcy Code.

“Agency” shall mean Freddie Mac, Fannie Mae or Ginnie Mae, as applicable.

“Agency Approval” shall have the meaning set forth in Section 12(w) of the Agreement.

“Agency Certified Mortgage Loan” shall mean any (i) Purchased Mortgage Loan that is subject to a Transaction hereunder and is part of a pool of Purchased Mortgage Loans certified by the Custodian to such Agency as eligible to be either (a) purchased by such Agency or (b) swapped for a security issued by an Agency backed by such pool, in each case, in accordance with the terms of the guidelines issued by the applicable Agency, and (ii) the portion of any security issued by an Agency to the extent received in exchange for, and backed by a pool of, Purchased Mortgage Loans subject to a Transaction hereunder.

“Agency High LTV Mortgage Loan” shall mean a Mortgage Loan, which is secured by a first lien, and such Mortgage Loan (a) conforms to the requirements of an Agency for securitization or cash purchase and (b) has a LTV in excess of the amounts for Conforming Mortgage Loans but otherwise meets the requirements of the “High LTV Refinance Option” program implemented by Fannie Mae or the “Enhanced Relief Refinance” program implemented by Freddie Mac, as applicable.
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“Agency-Required eNote Legend” shall mean the legend or paragraph required by Fannie Mae, Freddie Mac or Ginnie Mae, as applicable, to be set forth in the text of an eNote, which includes the provisions set forth on Exhibit I to the Custodial Agreement, as may be amended from time to time by Fannie Mae, Freddie Mac or Ginnie Mae, as applicable.

“Aging Limit” shall have the meaning specified in the Pricing Letter.

“Agreement” shall mean this Second Amended and Restated Master Repurchase Agreement among Buyer and the Sellers, dated as of the date hereof, as the same may be further amended, restated, supplemented or otherwise modified in accordance with the terms of this Agreement.

“ALTA” shall mean American Land Title Association, or any successor thereto.

“Annual Financial Statement Date” shall have the meaning set forth in the Pricing Letter.

“Anti-Corruption Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to a Seller or any of its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Anti‑Money Laundering Laws” shall have the meaning set forth in Section 11(x) of the Agreement.

“Appraisal” shall mean an appraisal meeting the requirements of the representations and warranties set forth in paragraph (nn) on Schedule 1 hereto.

“Appraised Value” shall mean the value set forth in an Appraisal made in connection with the origination of the related Mortgage Loan as the value of the Mortgaged Property.

“Appropriate Federal Banking Agency” shall have the meaning ascribed to it by Section 1813(q) of Title 12 of the United States Code, as amended from time to time.

“Approved CPA” shall mean Ernst & Young, LLP or another certified public accountant approved by Buyer in writing in its sole discretion.

“Approved Investor” shall mean (i) any institution which has made a Takeout Commitment and has been approved by Buyer, (ii) Fannie Mae or Freddie Mac or (iii) any other institution which has made a Take-out Commitment and that has been specifically approved by Buyer in its sole discretion, in writing, for purchases of eMortgage Loans and, in each case, with which Buyer and the relevant Seller have entered into an eNote Control and Bailment.

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“Approved Mortgage Product” shall mean each Mortgage Product (other than a Ginnie Mae Early Buyout Loan the subject of which is an RD Loan) approved by Buyer as identified in the Pricing Letter. Notwithstanding any reference to a Mortgage Product herein, such Mortgage Product shall not be an Approved Mortgage Product unless expressly identified as such in the Pricing Letter.

“Approved Underwriting Guidelines” shall mean (i) the underwriting guidelines approved by Buyer in its sole discretion, or (ii) applicable Agency, FHA, VA, RD and HUD underwriting guidelines, and in all events, as in effect at the time of origination of the Mortgage Loan.
“Asset Value” shall, with respect to each Eligible Mortgage Loan, as of any date of determination, have the meaning specified under the heading “Asset Value” on Schedule 1 to the Pricing Letter subject to modification pursuant to the terms below. Where a Purchased Mortgage Loan may qualify for two or more Asset Values hereunder, unless otherwise expressly agreed to by the Buyer in writing, such Purchased Mortgage Loan shall be assigned the lower Asset Value. Without limiting the generality of the foregoing, each Seller acknowledges that:

(a) the Asset Value of a Purchased Mortgage Loan may be reduced to zero by Buyer if:

(i) such Purchased Mortgage Loan ceases to be an Eligible Mortgage Loan or such Purchased Mortgage Loan does not comply with the representations and warranties set forth on Schedule 1 hereto in all material respects, and Buyer determines such breach is not capable of being remedied or has not been cured within the cure period prescribed by Buyer (not to exceed ten (10) Business Days of such breach);

(ii) such Purchased Mortgage Loan has been released from the possession of Buyer (other than to an Approved Investor pursuant to a Bailee Letter) for a period in excess of ten (10) calendar days;

(iii) such Purchased Mortgage Loan has been released from the possession of Buyer to an Approved Investor pursuant to a Bailee Letter for a period in excess of sixty (60) calendar days;

(iv) such Purchased Mortgage Loan that is a Wet Loan for which the related Mortgage File has not been received by Buyer on or prior to the end of the Aging Limit for such Wet Loan; or

(v) such Purchased Mortgage Loan is rejected by the related Approved Investor or there shall occur a Takeout Failure and Sellers have not provided Buyer with written or electronic evidence that such Purchased Mortgage Loan is eligible for sale to another Approved Investor within three (3) Business Days;

(vi) the related Approved Investor has been subsequently disapproved by Buyer and Sellers have not provided Buyer with written or electronic evidence that such Purchased Mortgage Loan is eligible for sale to another Approved Investor within five (5) Business Days of written notice to Buyer of such disapproval or in the event Buyer has disapproved all Approved Investors (other than any Agency) that were previously approved and Sellers have not provided Buyer with written or electronic evidence that such Purchased Mortgage Loan is eligible for sale to another Approved Investor within thirty (30) calendar days of written notice to Buyer of such disapproval;
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(vii) if such Purchased Mortgage Loan is a MERS Mortgage Loan, it is not properly registered on the MERS System in accordance with the Electronic Tracking Agreement within (x) with respect to Purchased Mortgage Loans other than Correspondent Mortgage Loans, five (5) Business Days of the related Purchase Date and (y) with respect to Purchased Mortgage Loans that are Correspondent Mortgage Loans, fifteen (15) Business Days of the related Purchase Date;

(viii) other than with respect to a Ginnie Mae Early Buyout Loan, such Purchased Mortgage Loan is a Delinquent Mortgage Loan;

(ix) such Purchased Mortgage Loan has been subject to Transactions hereunder for a period of greater than its applicable Aging Limit;

(x) such Purchased Mortgage Loan that is a Ginnie Mae Early Buyout Loan has a BPO or AVM that is dated greater than one hundred and eighty (180) days from the related Purchase Date;

(xi) Buyer has determined in its reasonable discretion that such Purchased Mortgage Loan is not eligible for whole loan sale or securitization in a transaction consistent with the prevailing sale or securitization industry with respect to substantially similar Mortgage Loans;

(b) the aggregate Asset Value of each Approved Mortgage Product shall not exceed the Concentration Limit for such applicable Approved Mortgage Product. If the aggregate Asset Value for any Approved Mortgage Product exceeds the applicable Concentration Limit, Buyer may, in its sole discretion, reduce the value of any related Purchased Mortgage Loans selected by Buyer to zero until the aggregate Asset Value for such Approved Mortgage Product is less than or equal to the applicable Concentration Limit; and

(c) notwithstanding the foregoing, the failure of Buyer, on any one or more occasions, to exercise its rights to reduce the Asset Value of a Purchased Mortgage Loan pursuant to clause (a) hereof, shall not change, alter or limit the right of Buyer to do so at a later date.
“Assignment and Acceptance” shall have the meaning set forth in Section 18 of the Agreement.

“Assignment of Mortgage” shall mean 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 sale of the Mortgage.

“Assignment of Proprietary Lease” shall mean the specific agreement creating a first lien on and pledge of the Co-op Shares and the appurtenant Proprietary Lease securing a Co-op Loan.

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

“AVM” shall mean an automated valuation model, providing computer generated home appraisals for mortgages based on comparable sales in the area of the Mortgaged Property, title records and other market factors that is delivered by a third party approved by Buyer in its sole discretion.

“Bailee Letter” shall have the meaning assigned to such term in the Custodial Agreement.

“Bankruptcy Code” shall mean the United States Bankruptcy Code of 1978, as amended from time to time.

“Benchmark” shall have the meaning specified in the Pricing Letter.

“Beneficial Ownership Certification” shall mean a certification or other means of providing the information (as deemed acceptable to Buyer in its good faith discretion) regarding beneficial ownership meeting the requirements of the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” shall mean 31 C.F.R. § 1010.230.

“Beneficial Tax Owners” shall have the meaning set forth in Section 7(e)(v) of the Agreement.

“BPO” shall mean an opinion of the fair market value of a Mortgaged Property given by a licensed real estate agent or broker in conformity with customary and usual business practices, which generally includes comparable sales and comparable listings and complies with the criteria set forth in the Financial Institutions Reform, Recovery and Enforcement Act of 1989 for an “appraisal” or an “evaluation” as applicable.

“Business Day” shall mean a day other than (a) a Saturday or Sunday or (b) any day on which banking institutions are authorized or required by law, executive order or governmental decree to be closed in the State of New York or the State of California.

“Buydown Amount” shall mean amounts held in the Operating Account to the extent not applied to the Obligations under this Agreement.

“Buyer” shall mean UBS AG New York Branch, its successors in interest and assigns pursuant to Section 18 and, with respect to Section 7, its participants.

“Capitalized Mortgage Servicing Rights” shall have the meaning set forth in the Pricing Letter.

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“Cash Equivalents” shall mean (a) securities with maturities of [***] 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 [***] or less from the date of acquisition and overnight bank deposits of Buyer or its Affiliates or of any commercial bank having capital and surplus in excess of [***], (c) repurchase obligations of Buyer or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than [***] 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 S&P or P‑1 or the equivalent thereof by Moody’s and in either case maturing within [***] after the day of acquisition, (e) securities with maturities of [***] 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 and shall be valued at [***], (f) securities with maturities of [***] or less from the date of acquisition backed by standby letters of credit issued by Buyer or any commercial bank satisfying the requirements of clause (b) of this definition, (g) shares of money market mutual or similar funds, (h) [***] of the market value as of the date of determination of other marketable securities then held in Rocket Seller’s accounts, less any margin or other Indebtedness secured by any of such accounts, or (i) the Maximum Current Advance Capacity.

“Change in Control” shall mean:

(a) the acquisition by any other Person, or two (2) 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 any Seller at any time if after giving effect to such acquisition Rocket Companies, Inc. ceases to own, directly or indirectly, at least fifty percent (51%) of the voting power of any Seller’s outstanding equity interests; or

(b) the sale, transfer, or other disposition of all or substantially all of any Seller’s assets (excluding any such action taken in connection with any securitization transaction) outside of the ordinary course of business without Buyer’s prior written consent;

(c) the consummation of a merger or consolidation of a Seller with or into another entity or any other corporate reorganization (in one transaction or in a series of transactions), without Buyer’s prior written consent, if more than fifty percent (50%) of the combined voting power of the continuing or surviving entity’s stock outstanding immediately after such merger, consolidation or such other reorganization is owned by persons who were not direct or indirect stockholders of such Seller immediately prior to such merger, consolidation or other reorganization; or

(d) any transaction or event as a result of which One Mortgage Holdings, LLC ceases to hold, directly or indirectly, one hundred percent (100%) of the capital stock of One Reverse Seller.

“Choice Renovation Loan” shall mean a Mortgage Loan that is originated in compliance with Freddie Mac’s ChoiceRenovation Loan program (as such program is amended, supplemented or otherwise modified, from time to time).

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“Clearing Account” shall mean the account into which HUD, VA and RD remit all Income (including, without limitation, claims and proceeds) on account of Ginnie Mae Early Buyout Loans.

“Closing Protection Letter” shall mean a letter of indemnification from a title insurer addressed to a Seller and/or Buyer or for which Buyer is a third party beneficiary, with coverage that is customarily acceptable to Persons engaged in the origination of mortgage loans, identifying the Settlement Agent covered thereby and indemnifying such Seller and/or Buyer (directly or as a third party beneficiary) against losses incurred due to malfeasance or fraud by the Settlement Agent or the failure of the Settlement Agent to follow the specific escrow instructions specified by such Seller to the Settlement Agent with respect to the closing of the Mortgage Loan. The Closing Protection Letter shall be either with respect to the individual Mortgage Loan being purchased pursuant hereto or a blanket Closing Protection Letter which covers closings conducted by the Settlement Agent in the jurisdiction in which the closing of such Mortgage Loan takes place.

“CLTA” shall mean California Land Title Association, or any successor thereto.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
“Concentration Limit” shall have the meaning specified in the Pricing Letter.

“Confidential Information” shall have the meaning set forth in Section 31 of the Agreement.

“Confidential Terms” shall have the meaning set forth in Section 31 of the Agreement.

“Confirmation” shall mean an electronic confirmation of a Transaction delivered by Buyer to Sellers in accordance with Section 3(c)(v) hereof.

“Conforming Mortgage Loan” shall mean a Mortgage Loan, which is secured by a first lien, and such Mortgage Loan (a) conforms to the requirements of an Agency for securitization or purchase and has (i) a minimum FICO score of [***] and (ii) a DTI not more than [***] or (b) is eligible to be insured by FHA or guaranteed by VA or RD, as applicable, (excluding any Mortgage Loan which exceeds Agency guidelines for maximum general conventional loan amount) and (i) has a minimum FICO score of [***]; (ii) has a DTI not more than [***]; (iii) has a LTV not more than [***] and (iv) is not a HECM Loan.

“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, (a) if the Controller status of the eNote shall not have been transferred to (i) other than with respect to a Ginnie Mae eNote Pooled Loan, Buyer and (ii) with respect to a Ginnie Mae eNote Pooled Loan, Sellers, (b) (i) other than with respect to a Ginnie Mae eNote Pooled Loan, Buyer shall otherwise not be designated as the Controller of such eNote in the MERS eRegistry (other than pursuant to a Bailee Letter) and (ii) with respect to a Ginnie Mae eNote Pooled Loan, Sellers shall otherwise not be designated as the Controller of such eNote in the MERS eRegistry, (c) if the eVault shall have released the Authoritative Copy of an eNote in contravention of the requirements of the Custodial Agreement, or (d) if the Custodian initiated any changes on the MERS eRegistry in contravention of the terms of the Custodial Agreement.
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“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.

“Co-op Corporation” shall mean, with respect to any Co-op Loan, the cooperative apartment corporation that holds legal title to the related Co-op Project and grants occupancy rights to units therein to stockholders through Proprietary Leases or similar arrangements.

“Co-op Loan” shall mean a Mortgage Loan secured by the pledge of stock allocated to a Co-op Unit in a Co-op Corporation and collateral assignment of the related Proprietary Lease.

“Co-op Project” shall mean, with respect to any Co-op Loan, all real property and improvements thereto and rights therein and thereto owned by a Co-op Corporation including without limitation the land, separate dwelling units and all common elements.

“Co-op Shares” shall mean, with respect to any Co-op Loan, the shares of stock issued by a Co-op Corporation and allocated to a Co-op Unit and represented by a Stock Certificate.

“Co-op Unit” shall mean, with respect to any Co-op Loan, a specific unit in a Co-op Project.

“Correspondent Mortgage Loan” shall mean a Mortgage Loan originated by a third party originator and acquired by a Seller in accordance with such Seller’s correspondent Mortgage Loan program.

“Costs” shall have the meaning set forth in Section 15(a) of the Agreement.

“Credit File” shall mean with respect to each Mortgage Loan, the documents and instruments relating to the origination and administration of such Mortgage Loan.

“Custodial Account” shall have the meaning set forth in Section 5(a) of the Agreement.

“Custodial Agreement” shall mean that certain Third Amended and Restated Custodial Agreement dated as of May 28, 2021, among Rocket Seller, Buyer and Custodian, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Custodial Loan Transmission” shall have the meaning set forth in the Custodial Agreement.
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“Custodian” shall mean Deutsche Bank National Trust Company, or any successor thereto under the Custodial Agreement.

“DE Compare Ratio” shall mean the Two Year FHA Direct Endorsement Lender Compare Ratio, excluding streamline FHA refinancings, as made publicly available by HUD.

“Default” shall mean an Event of Default or an event that with notice or lapse of time or both would become an Event of Default.

“Defaulting Party” shall have the meaning set forth in Section 30 of the Agreement.

“Defective Mortgage Loan” shall mean a Mortgage Loan (a) which is in foreclosure, has been foreclosed upon or has been converted to real estate owned property, (b) for which the Mortgagor is in bankruptcy, (c) that is a Jumbo Mortgage Loan and is not subject to a valid and binding Takeout Commitment, (d) that is a Jumbo Mortgage Loan subject to a Takeout Commitment with respect to which a Seller or Approved Investor is in default beyond the applicable cure period in the Takeout Commitment, (e) that is a Jumbo Mortgage Loan that is rejected or excluded for any reason from, and pursuant to, the related Takeout Commitment by the Approved Investor beyond the applicable cure period in the Takeout Commitment, (f) that is a Jumbo Mortgage Loan that is not purchased by the Approved Investor in compliance with the applicable Takeout Commitment at or prior to the expiration or termination of the Takeout Commitment for any reason, or (g) that is not repurchased by a Seller in compliance with the provisions of Section 3(d).

“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.

“Delinquency Advance” shall mean any advance made by a Seller or Servicer pursuant to a servicing agreement, to cover due, but uncollected or unavailable as a result of funds not yet being cleared, principal and interest payments on the Ginnie Mae Early Buyout Loans included in the portfolio of Ginnie Mae Early Buyout Loans serviced by a Seller or Servicer pursuant to a servicing agreement, including Ginnie Mae Early Buyout Loans.

“Delinquent Mortgage Loan” shall mean any Mortgage Loan as to which any Monthly Payment, or part thereof, remains unpaid for more than twenty-nine (29) days following the original Due Date for such Monthly Payment.

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

“DTI” shall mean with respect to any Mortgagor, the ratio of the Mortgagor’s average monthly debt obligations to the Mortgagor’s average monthly gross income.

“Due Date” shall mean the day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.
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“Due Diligence Cap” shall have the meaning specified in the Pricing Letter.

“Due Diligence Costs” shall have the meaning set forth in Section 17 of the Agreement.

“E-Sign” shall mean the federal Electronic Signatures in Global and National Commerce Act, as amended from time to time.

“Early Buyout” shall mean the purchase of a modified or delinquent FHA Loan, VA Loan or RD Loan by a Seller from a pool of mortgage loans backing a Ginnie Mae Security.

“Effective Date” shall mean the date upon which the conditions precedent set forth in Section 3(a) shall have been satisfied.

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

“Electronic Record” shall mean, as the context requires, (i) “Record” and “Electronic Record,” both as defined in E-Sign, and shall include but not be limited to, recorded telephone conversations, fax copies or electronic transmissions, including without limitation, those involving the Warehouse Electronic System, and (ii) 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 Signature” shall have the meaning set forth in E-Sign.

“Electronic Tracking Agreement” shall mean one or more Electronic Tracking Agreements with respect to (x) the tracking of changes in the ownership, mortgage servicers and servicing rights ownership of Purchased Mortgage Loans held on the MERS System, and (y) the tracking of the Control of eNotes held on the MERS eRegistry, each in a form acceptable to Buyer.

“Electronic Transactions” shall mean transactions conducted using Electronic Records and/or Electronic Signatures or fax copies of signatures.

“Eligible Mortgage Loan” shall mean a Purchased Mortgage Loan which (a) is an Approved Mortgage Product, (b) complies in all material respects with the representations and warranties set forth on Schedule 1 hereto (assuming that they are made as of each date of determination), (c) other than with respect to a Ginnie Mae Early Buyout Loan, is not a Defective Mortgage Loan and (d) other than with respect to a Ginnie Mae Early Buyout Loan, is not a Delinquent Mortgage Loan. For the avoidance of doubt, a Ginnie Mae Early Buyout Loan that is a RD Loan shall not be an Eligible Mortgage Loan until such time that Buyer has provided notice of approval in its sole discretion to Sellers.

“eMortgage Loan” shall mean a Mortgage Loan (other than a Jumbo Mortgage Loan, HECM Loan and Jumbo Low FICO/High LTV Mortgage 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.
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“eNote” shall mean, with respect to any eMortgage Loan, the electronically created and stored Mortgage Note that is a Transferable Record.

“eNote Control and Bailment Agreement” shall mean a master control and bailment agreement, by and among an Approved Investor, Buyer and the relevant Seller, setting forth the bailment terms and conditions for all transfers of the Control and/or Location of eNotes and deliveries of the Authoritative Copies thereof, from Buyer to an Approved Investor (or their respective designees) for the purposes of such Approved Investor’s inspection and determination to purchase related eMortgage Loans from such Seller, substantially in the form attached as Exhibit H hereto.

“eNote Delivery Requirement” shall have the meaning set forth in Section 3(c)(ii) of the Agreement.

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

“eNote Secured Party” shall mean, with respect to a Ginnie Mae eNote Pooled Loan, the party designated in the MERS eRegistry as the “Secured Party”.

“eNote Secured Party Failure” shall mean, with respect to a Ginnie Mae eNote Pooled Loan, (a) if the eNote Secured Party status of the eNote shall not have been transferred to Ginnie Mae within one (1) Business Day of certification thereof, (b) Ginnie Mae shall otherwise not be designated as the eNote Secured Party in the MERS eRegistry, (c) if the eVault shall have released the Authoritative Copy of such eNote in contravention of the requirements of the Custodial Agreement, or (d) if the Custodian initiated any changes on the MERS eRegistry in contravention of the terms of the Custodial Agreement.

“ERISA” shall, with respect to any Person, mean the Employee Retirement Income Security Act of 1974, as amended from time to time and any successor thereto, and the regulations promulgated and administrative rulings issued thereunder.

“ERISA Affiliate” shall, with respect to any Person, mean any Person which is treated as a single employer under Section 414(b) or (c) of the Code, or solely for purposes of Section 302 of ERISA and Section 412 of the Code is treated as a single employer described in Section 414 of the Code.

“ERISA Threshold” shall have the meaning specified in the Pricing Letter.
“Escrow Payments” shall mean, with respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments, water rates, 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 Mortgage or any other document.

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“eVault” shall mean an electronic repository established and maintained by the Custodian for delivery and storage of eNotes.

“Event of Default” shall have the meaning specified in Section 13 of the Agreement.

“Excess Proceeds” shall have the meaning set forth in Section 3(d) of the Agreement.

“Excluded Taxes” shall have the meaning set forth in Section 7(e) of the Agreement.

“Executive Officer” shall mean the chief executive officer, chief operating officer or president of a Seller.

“Expenses” shall mean all present and future documented, out-of-pocket expenses incurred by or on behalf of Buyer in connection with this Agreement or any of the other Program Documents and any amendment, supplement or other modification or waiver related hereto or thereto, whether incurred heretofore or hereafter, which expenses shall include the cost of title, lien, judgment and other record searches; attorneys’ fees; and costs of preparing and recording any UCC financing statements or other filings necessary to perfect the security interest created hereby.

“Facility Restricted Amount” shall have the meaning specified in the Pricing Letter.

“Facility Restricted Amount Rate” shall have the meaning specified in the Pricing Letter.

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

“FDIA” shall have the meaning set forth in Section 32(d) of the Agreement.

“FDICIA” shall have the meaning set forth in Section 32(e) of the Agreement.

“FHA” shall mean the Federal Housing Administration, an agency within the United States Department of Housing and Urban Development, 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 Connection System” shall mean the FHA Connection system, together with any successor FHA electronic access portal.

“FHA Loan” shall mean a Mortgage Loan which is the subject of an FHA Mortgage Insurance Certificate.

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“FHA Mortgage Insurance Certificate” shall mean the certificate evidencing the contractual obligation of the FHA respecting the insurance of a Mortgage Loan.

“FHA Mortgage Insurance Contract” shall mean the contractual obligation of the FHA respecting the insurance of a Mortgage Loan.

“FHA Regulations” shall mean the regulations promulgated by the Department of Housing and Urban Development under the National Housing Act, as amended from time to time and codified in 24 Code of Federal Regulations, and other Department of Housing and Urban
Development issuances relating to FHA Loans, including the related handbooks, circulars, notices and mortgagee letters.

“FICO” shall mean Fair Isaac & Co., or any successor thereto.

“Fidelity Insurance” shall mean insurance coverage with respect to employee errors, omissions, dishonesty, forgery, theft, disappearance and destruction, robbery and safe burglary, property (other than money and securities) and computer fraud in an aggregate amount acceptable to the applicable Agency, FHA, VA or HUD.

“Financial Reporting Group” shall mean Rocket Mortgage and its consolidated subsidiaries, which constitute a single group for purposes of reporting Financial Statements.

“Financial Reporting Party” shall have the meaning specified in the Pricing Letter.

“Financial Statements” shall have the meaning set forth in Section 12(d) of the Agreement.

“Freddie Mac” shall mean Federal Home Loan Mortgage Corporation, or any successor thereto.

“GAAP” shall mean generally accepted accounting principles in effect from time to time in the United States of America, applied on a consistent basis and applied to both classification of items and amounts, and shall include, without limitation, the official interpretations thereof by the Financial Accounting Standards Board, its predecessors and successors.

“Ginnie Mae” shall mean the Government National Mortgage Association, or any successor thereto.

“Ginnie Mae Early Buyout Loans” shall mean an FHA Loan, RD Loan or VA Loan other than a HECM Buyout Loan which is subject to an Early Buyout.

“Ginnie Mae eNote Pooled Loan” shall mean an eMortgage Loan that is a part of a pool of Mortgage Loans certified to by a custodian to Ginnie Mae and that is eligible to be placed into the Ginnie Mae Mortgage-Backed Securities Program, as described in the Ginnie Mae Guidelines.

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“Ginnie Mae Guidelines” shall mean the Ginnie Mae Mortgage-Backed Securities Guide, Handbook 5500.3, Rev. 1, as amended from time to time, and any related announcements, directives and correspondence issued by Ginnie Mae.

“Ginnie Mae Modified Loan” shall mean an FHA Loan, VA Loan or RD Loan that (i) is modified in accordance with the Ginnie Mae Guidelines, (ii) conforms to the requirements of Ginnie Mae for securitization; and (iii) is not a Wet Loan.

“Ginnie Mae Security” shall mean a mortgage-backed security guaranteed by Ginnie Mae pursuant to the Ginnie Mae Guidelines.

“GLB Act” shall have the meaning set forth in Section 31 of the Agreement.

“Governmental Authority” shall mean any nation or government, any state, county, municipality or other political subdivision thereof or any governmental body, agency, authority, department or commission (including, without limitation, any taxing authority) or any instrumentality or officer of any of the foregoing (including, without limitation, any court or tribunal) exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation, partnership or other entity directly or indirectly owned by or controlled by the foregoing and with respect to any insured depository institution, including without limitation the Appropriate Federal Banking Agency.

“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 an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith. The terms “Guarantee” and “Guaranteed” used as verbs shall have correlative meanings.

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

“HECM Buyout Loan” shall mean a HECM Loan which is subject to a purchase of a modified or delinquent HECM Loan by a Seller from a pool of mortgage loans backing a Ginnie Mae Security.

“HECM Loan” shall mean a home equity conversion Mortgage Loan which is (a) secured by a first lien and (b) is eligible to be insured by FHA.

“HECM Principal Balance” shall mean the principal balance of a HECM Loan (including without limitation all related servicing fees, scheduled payments and/or unscheduled payments, accrued interest and MIP Payments) reduced by all amounts received or collected in respect of principal on such HECM Loan.
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“Hedge Agreement” shall mean, with respect to any or all of the Purchased Mortgage Loans, any short sale of a US Treasury Security, or futures contract, or mortgage related security, or Eurodollar futures contract, or options related contract, or interest rate swap, cap or collar agreement or Takeout Commitment, or similar arrangement providing for protection against fluctuations in interest rates or the exchange of nominal interest obligations, either generally or under specific contingencies, entered into by a Seller with a party and with terms, both reasonably acceptable to Buyer.

“High Balance Mortgage Loan” shall mean a Mortgage Loan other than a HECM Loan, which is secured by a first lien, and such Mortgage Loan (a) conforms to the requirements of an Agency for securitization or cash purchase; (b) has an original Mortgage Loan principal balance in excess of general conventional loan amounts for Conforming Mortgage Loans; (c) has an original Mortgage Loan principal balance that is less than the maximum high balance county limit for the county in which the related Mortgaged Property is located and (d) has a minimum FICO score of [***].

“High Cost Mortgage Loan” shall mean a Mortgage Loan (other than a Ginnie Mae Early Buyout Loan) classified as (a) a “high cost” loan under the Home Ownership and Equity Protection Act of 1994 as described in Section 32 of Regulation Z (12 CFR 1026.32) or (b) a “high cost,” “high risk,” “high rate,” “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).

“HomeReady Renovation Mortgage Loan” shall mean a Mortgage Loan that is originated in compliance with Fannie Mae’s HomeReady mortgage loan program (as such program is amended, supplemented or otherwise modified, from time to time).

“HomeStyle Renovation Mortgage Loan” shall mean a Mortgage Loan that is originated in compliance with Fannie Mae’s HomeStyle Renovation mortgage loan program (as such program is amended, supplemented or otherwise modified, from time to time).

“HUD” shall mean the Department of Housing and Urban Development.

“Income” shall mean, with respect to any Mortgage Loan at any time, any principal thereof then payable and all interest, dividends or other distributions payable thereon.

“Indebtedness” shall mean, for any Person, (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services, other than trade accounts payable arising, and accrued expenses incurred, in the ordinary course of business, so long as such trade accounts payable are payable within ninety (90) days of the date the respective goods are delivered or the respective services are received, and all obligations of such Person to pay amounts under leases which are required under GAAP to be recorded as capital leases, (ii) Indebtedness of others Guaranteed by such Person, (iii) Indebtedness of others secured by (or for which the holder has an existing right, contingent or otherwise, to be secured by) any Lien upon Property (including without limitation accounts receivable and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment thereof, (iv) 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 the account of such Person, (v) obligations of such Person under repurchase agreements, sale/buy-back agreements or like arrangements, and (vi) Indebtedness of general partnerships of which such Person is a general partner.
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Notwithstanding any of the foregoing to the contrary, “Indebtedness” shall not include (a) liabilities associated with Sellers’ or their respective subsidiaries’ securitized HECM Loan inventory where such securitization does not meet the GAAP criteria for sale treatment, (b) loan loss reserves, (c) deferred taxes arising from capitalized excess service fees, (d) operating leases, (e) transactions for the sale of mortgage or home equity loans and (f) for all purposes other than determining if there is a cross default relating to Indebtedness under Section 13(g) of this Agreement, which shall include the following clauses (f)(i) through (f)(iii), (i) Subordinated Debt, (ii) obligations under Interest Rate Protection Agreements, or (iii) obligations related to treasury management, brokerage or trading-related arrangements.

“Indemnified Party” shall have the meaning set forth in Section 15(a) of the Agreement.

“Independent Servicing Valuation Firm” shall mean MountainView Servicing Group, LLC or a third party servicing valuation firm proposed by Rocket Seller and approved by Buyer in its sole discretion.

“Independent Servicing Valuation Multiple” shall mean the quotient of (a) the mid-point market value of a Seller’s servicing portfolio as a percentage of the unpaid principal balance of Mortgage Loans serviced by such Seller and (b) the weighted average servicing fee of such Seller’s servicing portfolio, each as determined by an Independent Servicing Valuation Firm.

“Insolvency Event” shall mean, for any Person:

(a) that such Person shall discontinue or abandon operation of its business; or

(b) that such Person shall fail generally to, or admit in writing its inability to, pay its debts as they become due; or

(c) a proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of such Person in an involuntary case under any applicable bankruptcy, insolvency, liquidation, reorganization or other similar Requirement of Law now or hereafter in effect, or for the appointment of a receiver, liquidator, trustee, custodian, sequestrator, conservator or other similar official of such Person, or for any substantial part of its property, or for the winding‑up or liquidation of its affairs, and such proceeding or appointment shall not be dismissed within sixty (60) days after instituted; or

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(d) the commencement by such Person of a voluntary case under any applicable bankruptcy, insolvency or other similar Requirement of Law now or hereafter in effect, or such Person’s consent to the entry of an order for relief in an involuntary case under any such Requirement of Law, or consent to the appointment of or taking possession by a receiver, liquidator, trustee, custodian, sequestrator, conservator or other similar official of such Person, or for any substantial part of its property, or any general assignment for the benefit of creditors; or

(e) that such Person shall become insolvent; or

(f) if such Person is a corporation, such Person, or any of its Subsidiaries, shall take any corporate action in furtherance of, or the action of which would result in any of the actions set forth in the preceding clauses (a), (b), (c), (d) or (e).

“Jumbo Low FICO/High LTV Mortgage Loans” shall mean a Jumbo Mortgage Loan for which (a) the related Mortgaged Property has an LTV in excess of [***] but not greater than [***]; and/or (b) has a FICO score of at least [***] but not greater than [***].

“Jumbo Mortgage Loan” shall mean a Mortgage Loan which is secured by a first lien Mortgage that (a) has an original Mortgage Loan principal balance in excess of general Conforming Mortgage Loan limits but not in excess of [***] or such higher amount agreed to by Buyer in its sole discretion, (b) has an original Mortgage Loan principal balance in excess of the maximum high balance county limit for the county that the subject property is located in but not in excess of [***] or such higher amount agreed to by Buyer in its sole discretion; (c) meets the eligibility requirements of Buyer as determined in its sole discretion; provided, that such Mortgage Loan shall be deemed to meet such eligibility requirements if it meets the underwriting requirements of an Agency, except for the Conforming Mortgage Loan limits on principal balance and otherwise meets the requirements of this definition; provided, further, that any changes in Buyer’s eligibility requirements shall (x) not apply to Purchased Mortgage Loans, and (y) only apply to Mortgage Loans (other than Purchased Mortgage Loans) as of the date that is [***] after Buyer provides written notice to Sellers of such change in eligibility requirements, and (d) has a Takeout Commitment from an Approved Investor which meets the eligibility requirements under the definition of Takeout Commitment.

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

“Litigation Threshold” shall have the meaning specified in the Pricing Letter.
“Location” shall mean, with respect to an eNote, the location of such eNote which is established by reference to the MERS eRegistry.

“LTV” shall mean (a) with respect to any Mortgage Loan other than an Agency High LTV Mortgage Loan or HECM Loan, the ratio of the original outstanding principal amount of the Mortgage Loan to the Appraised Value of the Mortgaged Property at origination, (b) with respect to any Mortgage Loan that is an Agency High LTV Mortgage Loan, the ratio of the original outstanding principal amount of the Mortgage Loan to the Appraised Value of the Mortgaged Property as of the date such Mortgage Loan is funded as a refinanced Mortgage Loan under the “High LTV Refinance Option” program implemented by Fannie Mae or the “Enhanced Relief Refinance” program implemented by Freddie Mac, as applicable and (c) with respect to a HECM Loan, the current HECM Principal Balance.
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“Maintenance Fee Rate” shall have the meaning specified in the Pricing Letter.

“Manufactured Home Loan” shall mean, any mortgage loan secured by a first lien, with respect to which the Mortgaged Property is a unit of new, pre-owned, or used housing consisting of a permanently affixed pre-manufactured home unit, which is treated as real estate under any Requirement of Law, including all accessions thereto and that includes the real property on which it is located, securing the indebtedness of the Mortgagor under the related mortgage loan and such mortgage loan conforms with the applicable Agency guidelines regarding mortgage loans related to manufactured dwellings.

“Margin Call” shall have the meaning specified in Section 4(b) of the Agreement.

“Margin Deficit” shall have the meaning specified in Section 4(b) of the Agreement.

“Margin Threshold” shall have the meaning specified in the Pricing Letter.
“Market Value” shall mean, as of any date with respect to any Purchased Mortgage Loan, the price at which such Purchased Mortgage Loan could be sold on a servicing released basis as determined by Buyer in its sole discretion (which price may be determined to be zero) using a similar methodology that Buyer uses for similarly situated counterparties with similar Mortgage Products, which determination shall be made in good faith taking into account available objective indications of value such as TBA pricing, any identifiable market price for servicing rights, and/or valuation methodology which Buyer applies to comparable Mortgage Products (including servicing rights) in Buyer’s or its Affiliates’ portfolios. Buyer’s good faith determination of Market Value shall be conclusive upon the parties absent manifest error.

“Master Servicer” shall mean, with respect to an eNote, the party designated in the MERS eRegistry as the “Master Servicer” and in such capacity is authorized by the Controller to perform certain MERS eRegistry transactions on behalf of the Controller.

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

“Material Adverse Effect” shall mean a material adverse effect on (a) the Property, business, operations or financial condition of any Seller taken as a whole, (b) the ability of such Seller or any Affiliate to perform its obligations under any of the Program Documents to which it is a party or (c) the validity or enforceability (including, without limitation the ability of the Buyer to exercise remedies against any Seller) of any of the Program Documents.

“Maximum Aggregate Purchase Price” shall have the meaning set forth in the Pricing Letter.

“Maximum Committed Purchase Price” shall have the meaning set forth in the Pricing Letter.

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“Maximum Current Advance Capacity” shall have the meaning set forth in the Pricing Letter.

“Maximum Uncommitted Purchase Price” shall have the meaning set forth in the Pricing Letter.

“MERS” shall mean Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor 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 Mortgage Loan” shall mean any Purchased Mortgage Loan registered with MERS on the MERS System.

“MERS Org ID” shall mean a number assigned by the Electronic Agent that uniquely identifies MERS members, or, in the case of a MERS Org ID that is a “Secured Party Org ID”, uniquely identifies MERS eRegistry members, which assigned numbers for each of Buyer, Rocket Seller and Custodian have been provided to the parties hereto.

“MERS System” shall mean the system of recording transfers of mortgages electronically maintained by MERS.

“Minimum Balance Requirement” shall have the meaning set forth in the Pricing Letter.

“MIP Payments” shall mean, with respect to a HECM Loan, all mortgage insurance premiums payable to either HUD or a private mortgage insurer, as set forth in the related Mortgage File.

“Modification Agreement” shall mean, with respect to a Ginnie Mae Modified Loan, the agreement that modifies the terms of the Mortgage Loan in accordance with the Ginnie Mae Guidelines.

“Monthly Financial Statement Date” shall have the meaning set forth in the Pricing Letter.

“Monthly Payment” shall mean the scheduled monthly payment of principal and interest on a Mortgage Loan.

“Moody’s” shall mean Moody’s Investor’s Service, Inc. or any successors thereto.

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“Mortgage” shall mean each mortgage, assignment of rents, security agreement and fixture filing, or deed of trust, assignment of rents, security agreement and fixture filing, deed to secure debt, assignment of rents, security agreement and fixture filing, or similar instrument creating and evidencing a first lien on real property and other property and rights incidental thereto, unless such Mortgage is granted in connection with a Co-op Loan, in which case the first lien position is in the Co-op Shares and in the Proprietary Lease relating to such Co-op Shares.

“Mortgage File” shall mean, with respect to a Mortgage Loan, the documents and instruments relating to such Mortgage Loan and set forth in the Custodial Agreement.


“Mortgage Interest Rate” shall mean the rate of interest borne on a Mortgage Loan from time to time in accordance with the terms of the related Mortgage Note.

“Mortgage Loan” shall mean any first lien, one‑to‑four‑family residential mortgage loan (including Manufactured Home Loans) evidenced by a Mortgage Note and secured by a Mortgage, which Mortgage Loan is subject to a Transaction hereunder, which in no event shall include any mortgage loan which (a) includes any single premium credit, life or accident and health insurance or disability insurance or (b) is a High Cost Mortgage Loan.

“Mortgage Loan Schedule” shall mean with respect to any Transaction as of any date, a mortgage loan schedule in the form of a computer tape or other electronic medium generated by each Seller and delivered to Buyer via the Warehouse Electronic System and to Custodian as specified in the Custodial Agreement, which provides information relating to the Purchased Mortgage Loans in a format mutually acceptable to Buyer and Sellers.

“Mortgage Note” shall mean the promissory note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.

“Mortgage Product” shall have the meaning set forth in the Pricing Letter.

“Mortgaged Property” shall mean the real property or other Co-op Loan collateral securing repayment of the debt evidenced by a Mortgage Note.

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

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

“Nominee” shall mean the applicable Seller, or any successor nominee appointed by Buyer following an Event of Default.

“Non‑Excluded Taxes” shall have the meaning set forth in Section 7(a) of the Agreement.

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“Non‑Exempt Buyer” shall have the meaning set forth in Section 7(e) of the Agreement.

“Nondefaulting Party” shall have the meaning set forth in Section 30 of the Agreement.

“Obligations” shall mean any amounts owed by Sellers to Buyer in connection with a Transaction hereunder, together with interest thereon (including interest which would be payable as post‑petition interest in connection with any bankruptcy or similar proceeding) and all other fees or expenses which are payable hereunder or under any of the Program Documents whether such amounts or obligations owed are direct or indirect, absolute or contingent, matured or unmatured.

“Operating Account” shall mean the account established pursuant to Section 9(d) of the Agreement.

“Operating Account Rate” shall have the meaning specified in the Pricing Letter.

“Other Conforming Mortgage Loan” shall mean a Mortgage Loan, which is secured by a first lien, and such Mortgage Loan either (a) conforms to the requirements of an Agency for securitization or cash purchase or (b) is eligible to be insured by FHA, guaranteed by VA or guaranteed by RD (excluding any Mortgage Loan which exceeds Agency guidelines for maximum general conventional loan amount) but does not otherwise meet all of the requirements of a Conforming Mortgage Loan as set forth herein and is not a HECM Loan.

“Other Taxes” shall have the meaning set forth in Section 7(b) of the Agreement.

“P&I Control Agreement” shall mean that certain Treasury Management Services Controlled Collateral Account Service Agreement, dated as of September 16, 2011, by and among Buyer, JPMorgan Chase Bank, N.A. and Rocket Mortgage, as the same may be amended from time to time.

“PBGC” shall mean the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“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 have the meaning set forth in Section 11(s) of the Agreement.

“PMI Policy” shall mean a policy of primary mortgage guaranty insurance issued by a Qualified Insurer, as required by this Agreement with respect to certain Mortgage Loans.

“Post‑Default Rate” shall have the meaning set forth in the Pricing Letter.

“Power of Attorney” shall have the meaning set forth in Section 8(b) of the Agreement.
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“Price Differential” shall mean, with respect to any Transaction hereunder as of any date, 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 360 day per year basis for the actual number of days during the period commencing on (and including) the Purchase Date for such Transaction and ending on (but excluding) the Repurchase Date (reduced by any amount of such Price Differential previously paid by Sellers to Buyer with respect to such Transaction).

“Pricing Letter” shall mean that certain letter agreement among Buyer and the Sellers, dated as of November 4, 2022, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Pricing Rate” shall have the meaning set forth in the Pricing Letter.

“Program Documents” shall mean this Agreement, the Pricing Letter, the Custodial Agreement, the Electronic Tracking Agreement, a Servicer Notice, if any, the P&I Control Agreement and the Power of Attorney.

“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 the lease on a Co-op Unit evidencing the possessory interest of the owner of the Co-op Shares in such Co-op Unit.

“Protective Advance” shall mean any servicing advance (including, but not limited to, any advance made to pay taxes and insurance premiums; any advance to pay the costs of protecting the value of any real property or other security for a mortgage loan; and any advance to pay the costs of realizing on the value of any such security) made by a Seller or Servicer in connection with any Purchased Mortgage Loans that are Ginnie Mae Early Buyout Loans.

“Purchase Advice” shall mean a list of Purchased Mortgage Loans that are requested to be repurchased in connection with a sale to an Approved Investor which shall set forth the loan identification numbers and related Takeout Price on a loan-by-loan and aggregate basis in an electronic format mutually agreed to by Buyer and Sellers.

“Purchase Advice Deficiency” shall have the meaning set forth in Section 3(d) of the Agreement.

“Purchase Date” shall mean the date on which Purchased Mortgage Loans are transferred by Sellers to Buyer or its designee.

“Purchase Price” shall have the meaning set forth in the Pricing Letter.

“Purchase Price Percentage” shall have the meaning set forth in the Pricing Letter.

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“Purchased Mortgage Loan” shall mean each Mortgage Loan sold by the related Seller to Buyer in a Transaction, as reflected in the Confirmation, and which has not been repurchased by such Seller hereunder.

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

“Qualified Insurer” shall mean a mortgage guaranty insurance company duly authorized and licensed where required by law to transact mortgage guaranty insurance business and acceptable under the Approved Underwriting Guidelines.

“Qualified Mortgage” shall mean a Mortgage Loan that satisfies the criteria for a “qualified mortgage” or for a refinancing of non-standard mortgages as set forth in the QM Rule.

“Rate Change Notice” shall have the meaning assigned thereto in Section 5(i).

“RD” shall mean the United States Department of Agriculture Rural Development and any successor thereto.

“RD Loan” shall mean a Mortgage Loan which is the subject of a RD Loan Guaranty Agreement as evidenced by a loan guaranty.

“RD Loan Guaranty Agreement” shall mean the agreement evidencing the contractual obligation of the RD respecting the guaranty of an RD Loan.

“Recognition Agreement” shall mean, an agreement among a Co-op Corporation, a lender and a Mortgagor with respect to a Co-op Loan whereby such parties (i) acknowledge that such lender may make, or intends to make, such Co-op Loan, and (ii) make certain agreements with respect to such Co-op Loan.

“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 Sellers or any other person or entity with respect to a Purchased Mortgage Loan. Records shall include the Mortgage Notes, any Mortgages, the Mortgage Files, the credit files related to the Purchased Mortgage Loan and any other instruments necessary to document or service a Mortgage Loan.

“Register” shall have the meaning set forth in Section 19(b) of the Agreement.

“Regulations T, U and X” shall mean Regulations T, U and X of the Board of Governors of the Federal Reserve System (or any successor), as the same may be modified and supplemented and in effect from time to time.

“Reportable Event” shall mean any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty (30) day notice period is waived under subsections .21, .22, .24, .26, .27 or .28 of PBGC Reg. § 4043.

“Reporting Period” shall have the meaning provided in Section 11(s) of the Agreement.
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“Repurchase Assets” shall have the meaning provided in Section 8(a) of the Agreement.

“Repurchase Date” shall mean the date on which a Seller is to repurchase the Purchased Mortgage Loans subject to a Transaction from Buyer which shall be the earliest of (i) the Termination Date or (ii) any date determined by application of the provisions of Sections 3(d) or 14.

“Repurchase Price” shall mean the price at which Purchased Mortgage Loans are to be transferred from Buyer or its designee to Sellers upon termination of a Transaction, which will be determined in each case (including Transactions terminable upon demand) as the sum of (a) the Purchase Price; plus (b) any unpaid Price Differential.

“Requirement of Law” shall mean as to any Person, any law, treaty, rule, regulation, procedure 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.

“Responsible Officer” shall mean an officer of each Seller listed on Schedule 2 hereto, as such Schedule 2 may be amended from time to time.

“Restricted Cash” shall mean for any Person, any amount of cash of such Person that is contractually required to be set aside, segregated or otherwise reserved.

“Rocket Mortgage” shall mean Rocket Mortgage, LLC, or any successor in interest thereto.

“S&P” shall mean Standard & Poor’s Ratings Services, or any successor thereto.

“Sanctioned Country” shall mean at any time, a country, region or territory which is itself the subject or target of any Sanctions.

“Sanctioned Person” shall mean, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of Treasury, the U.S. Department of State, by the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clause (a) or (b).

“Sanctions” shall have the meaning set forth in Section 11(y) of the Agreement.

“Scheduled Indebtedness” shall have the meaning set forth in Section 11(n) of the Agreement.

“Scheduled Unavailability Date” shall have the meaning assigned thereto in Section 5(i).
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“SEC” shall have the meaning set forth in Section 33 of the Agreement.

“Section 4402” shall have the meaning set forth in Section 30 of the Agreement.

“Section 7 Certificate” shall have the meaning set forth in Section 7(e)(ii) hereof.

“Security Release Certification” shall mean a security release certification substantially in the form of Exhibit G hereto.

“Seller” shall mean (a) Rocket Seller, (b) One Reverse Seller or (c) any successor in interest thereto.

“Servicer” shall mean Rocket Seller and any interim servicer of Correspondent Mortgage Loans and their successors in interest and assigns.

“Servicer Advance” shall mean a Delinquency Advance or a Protective Advance.

“Servicer Notice” shall mean to the extent applicable, the notice acknowledged by a third party servicer substantially in the form of Exhibit C hereto.
“Servicing Agreement” shall have the meaning set forth in Section 16(b) of the Agreement.

“Servicing Rights” shall mean the rights of any Person to administer, service or subservice, the Purchased Mortgage Loans or to possess related Records.

“Servicing Term” shall have the meaning set forth in Section 16(a) of the Agreement.

“Settlement Agent” shall mean (i) a title insurance company or its agent that has been pre-approved by Buyer in its sole good faith discretion (including Title Source, Inc., which Buyer hereby pre-approves) for which Buyer is in receipt of a Closing Protection Letter (unless the title insurance company or its agent is also Title Source, Inc.) or (ii) a closing agent, other than a title insurance company or its agent, which has been pre-approved by Buyer in its sole good faith discretion.

“SIPA” shall have the meaning set forth in Section 33 of the Agreement.

“Sole Agent” shall have the meaning set forth in Section 3(b) of the Agreement.

“Standstill Payment” shall have the meaning specified in the Pricing Letter.

“Stock Certificate” shall mean, with respect to a Co-op Loan, the certificates evidencing ownership of the Co-op Shares issued by the Co-op Corporation.

“Stock Power” shall mean, with respect to a Co-op Loan, an assignment of the Stock Certificate or an assignment of the Co-op Shares issued by the Co-op Corporation.
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“Subordinated Debt” shall mean, as of the date of determination thereof, all indebtedness which has been subordinated in writing to the obligations owing to Buyer hereunder on terms and conditions acceptable to Buyer.

“Subservicer” shall have the meaning set forth in Section 16(b) of the Agreement.

“Subservicer Field” shall mean, 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.

“Successor Rate” shall mean a rate determined by Buyer in accordance with Section 5(i) hereof.

“Successor Rate Conforming Changes”: shall mean with respect to any proposed Successor Rate, any technical, administrative or operational change (including any change to the timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Buyer decides, in its sole discretion, may be appropriate to reflect the adoption and implementation of such Successor Rate and to permit the administration thereof by the Buyer in a manner substantially consistent with market practice (or, if the Buyer decides that adoption of any portion of such market practice is not administratively feasible or if the Buyer determines that no market practice for the administration of such Successor Rate exists, in such other manner of administration as the Buyer decides, in its sole discretion, is reasonably necessary in connection with the administration of this Agreement or any other Program Document).

“Successor Servicer” shall have the meaning set forth in Section 16(g) of the Agreement.

“Takeout Commitment” shall mean (a) with respect to Purchased Mortgage Loans other than Jumbo Mortgage Loans, either (i) a commitment of a Seller to sell one or more such Purchased Mortgage Loans to an Approved Investor (including an Agency) and the corresponding Approved Investor’s (including an Agency’s) commitment back to such Seller to effectuate the foregoing, which commitment may be in the form of a “to be allocated” (TBA) commitment for which the related Purchased Mortgage Loans are allocated or (ii) a commitment of an Agency to swap one or more Purchased Mortgage Loans for a security issued by an Agency, which commitment may be in the form of a “to be allocated” (TBA) commitment for which the related Purchased Mortgage Loans are allocated and (b) with respect to Purchased Mortgage Loans that are Jumbo Mortgage Loans, (i) a commitment of such Seller to sell one or more such Purchased Mortgage Loans to an Approved Investor which shall include evidence of an underwriting approval with respect to such Purchased Mortgage Loans and the corresponding Approved Investor’s commitment back to such Seller to effectuate the foregoing, or (ii) evidence that such Seller is granted delegated authority by the Approved Investor, which in each instance meets the requirements set forth in the definition of “Jumbo Mortgage Loan”.
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“Takeout Failure” shall mean the failure of an Approved Investor to purchase a Purchased Mortgage Loan pursuant to a Takeout Commitment.

“Takeout Price” shall mean the price at which the Approved Investor has agreed to purchase a Purchased Mortgage Loan from the applicable Seller pursuant to a Takeout Commitment.

“Taxes” shall have the meaning set forth in Section 7(a) of the Agreement.

“Termination Date” shall have the meaning set forth in the Pricing Letter.


“Termination Option Expiration Date” shall have the meaning assigned thereto in Section 5(i).
“Third Party Transaction Parties” shall have the meaning set forth in Section 17 of the Agreement.

“Transaction” shall have the meaning specified in Section 1 of the Agreement.

“Transaction Request” shall mean a request from Sellers to Buyer to enter into a Transaction, which shall be submitted electronically through the Warehouse Electronic System.

“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” shall mean, 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.

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“Treasury Regulations” shall mean regulations promulgated by the U.S. Department of the Treasury under the Code.

“Trust Receipt” shall have the meaning set forth in the Custodial 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 Servicing Modification” shall mean, with respect to an eNote, an unauthorized Transfer of Location, an unauthorized Transfer of Servicing or any unauthorized change in any other information, status or data initiated by the Master Servicer, the Subservicer (if any) or a vendor of the Master Servicer or the Subservicer (if any) with respect to such eNote on the MERS eRegistry.

“Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code as in effect from time to time 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 Repurchase Assets or the continuation, renewal or enforcement thereof 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 of the Agreement relating to such perfection or effect of perfection or non-perfection.

“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” shall mean a Mortgage Loan which is the subject of a VA Loan Guaranty Agreement as evidenced by a loan guaranty certificate.

“VA Loan Guaranty Agreement” shall mean the agreement evidencing the contractual obligation of the VA respecting the guaranty of a VA Loan.

“Warehouse Accounts” shall have the meaning set forth in Section 9(c) of the Agreement.

“Warehouse Electronic System” shall mean the system utilized by Buyer either directly, or through its vendors, and which may be accessed by Sellers in connection with delivering and obtaining information and requests in connection with the Program Documents.

“Warehouse Facility” shall mean a warehouse, repurchase, loan or other mortgage financing facility, early purchase program or as soon as pooled plus program.

“Warehouse Fees” shall have the meaning set forth in the Pricing Letter.

“Wet Delivery Deadline” shall have the meaning set forth in the Pricing Letter.

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“Wet Loan” shall mean a Mortgage Loan (other than a Ginnie Mae Early Buyout Loan), (a) which Sellers are selling to Buyer simultaneously with the origination thereof or (b) that is a Correspondent Mortgage Loan, for which the Mortgage File has not been delivered to Custodian.

“Wiring Instructions” shall mean the wiring instructions of Buyer and Sellers set forth on Schedule 4 hereof or as otherwise directed by Buyer or Sellers, as applicable.

SECTION 3. INITIATION; TERMINATION

(a) Conditions Precedent to Initial Transaction. Buyer’s agreement to enter into the initial Transaction hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the condition precedent that Buyer shall have received from Sellers any fees and expenses payable hereunder, and all of the following documents, each of which shall be satisfactory to Buyer and its counsel in form and substance:

(i) The following Program Documents, duly executed and delivered to Buyer:

(A) Agreement. This Agreement, duly executed by the parties thereto.

(B) Pricing Letter. The Pricing Letter, duly executed by the parties thereto in form and substance acceptable to Buyer.

(C) Custodial Agreement. This Custodial Agreement, duly executed by the parties thereto.

(D) Electronic Tracking Agreement. For all Mortgage Loans which are registered on the MERS System, an Electronic Tracking Agreement entered into, duly executed and delivered by the parties thereto, in full force and effect, free of any modification, breach or waiver.

(E) Other Program Documents. The other Program Documents duly executed and delivered by the parties thereto.

(ii) Organizational Documents. Certified copies of the organizational documents of each Seller.

(iii) Good Standing Certificate. A certified copy of a good standing certificate from the jurisdiction of organization of each Seller, dated as of no earlier than the date ten (10) Business Days prior to the Effective Date.

(iv) Officer’s Certificate. An officer’s certificate of each Seller substantially in the form of Exhibit B attached hereto which shall include (A) certified copies of the organizational documents of such Seller and (B) a certified copy of a good standing certificate from the jurisdiction of organization of such Seller, dated as of no earlier than the date ten (10) Business Days prior to the Purchase Date with respect to the initial Transaction hereunder.

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(v) Opinion of Counsel. An opinion of Sellers’ counsel, in form and substance reasonably acceptable to Buyer in its good faith discretion.

(vi) Security Interest. Evidence that all other actions necessary or, in the opinion of Buyer, desirable to perfect and protect Buyer’s interest in the Purchased Mortgage Loans and other Repurchase Assets have been taken, including, without limitation, UCC searches and duly authorized and filed Uniform Commercial Code financing statements on Form UCC‑1 and UCC-3.

(vii) Insurance. Evidence that Sellers have added endorsements for theft of warehouse lender money and collateral, naming Buyer as a loss payee under its Fidelity Insurance and as a loss payee under its errors and omissions insurance policy.

(viii) Warehouse Fees. Payment of any Warehouse Fees and other costs and expenses due and payable to Buyer hereunder.

(ix) Other Documents. Such other documents as Buyer may reasonably request, in form and substance reasonably acceptable to Buyer.

(b) Conditions Precedent to all Transactions. Upon satisfaction of the conditions set forth in this Section 3(b), Buyer shall enter into a Transaction with Sellers. Buyer’s entering into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the intended use thereof:

(i) Due Diligence Review. Without limiting the generality of Section 17 of the Agreement, Buyer shall have completed, to its satisfaction, its preliminary due diligence review of the related Mortgage Loans and each Seller.

(ii) No Default. No Default or Event of Default (including, without limitation, a Default or Event of Default under Section 13(g)) shall have occurred and be continuing under the Program Documents.

(iii) Representations and Warranties. Both immediately prior to the Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by each Seller in Section 11 of the Agreement, shall be true, correct and complete on and as of such Purchase Date in all material respects 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).

(iv) Maximum Aggregate Purchase Price. After giving effect to the requested Transaction, the aggregate outstanding Purchase Price for all Purchased Mortgage Loans subject to then outstanding Transactions under this Agreement shall not exceed the Maximum Aggregate Purchase Price.

(v) No Margin Deficit. After giving effect to the requested Transaction, the Asset Value of all Purchased Mortgage Loans equals or exceeds the aggregate Purchase Price for such Transactions.
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(vi) Maintenance of Compare Ratio. Sellers’ DE Compare Ratio as of the most recent calendar quarter has not exceeded [***].

(vii) Transaction Request. Sellers shall have delivered to Buyer a Mortgage Loan Schedule with respect to all Mortgage Loans subject to the requested Transaction pursuant to the timeframes set forth in Section 3(c) hereof.

(viii) Delivery of Mortgage File. The related Seller shall have delivered to Custodian the Mortgage File with respect to each Mortgage Loan (other than a Wet Loan) subject to the requested Transaction in accordance with the timeframes set forth in the Custodial Agreement.

(ix) Delivery of Trust Receipt. Custodian shall have delivered to Buyer, in accordance with the timeframes set forth in the Custodial Agreement, a Trust Receipt and a Custodial Loan Transmission with respect to each Mortgage Loan (other than a Wet Loan) subject to the requested Transaction.

(x) Release Documentation. If requested by Buyer, Sellers shall have delivered to Buyer (a) with respect to a Correspondent Mortgage Loan, a bailee letter from the third party originator or its designee; (b) with respect to a Mortgage Loan that has been subject to a third party warehouse agreement (as approved by Buyer), a release from the related warehouse lender and (c) with respect to a Mortgage Loan funded by a Seller that Buyer is subsequently purchasing directly from such Seller (as approved by Buyer), a release from such Seller, in each case in form and substance acceptable to Buyer in its sole discretion.

(xi) Fees and Expenses. Buyer shall have received all fees and expenses as contemplated by Sections 9 and 15(b) which amounts if not paid by Sellers in accordance herewith, at Buyer’s option, may be withheld from the proceeds remitted by Buyer to Sellers pursuant to any Transaction hereunder; and

(xii) Release of Liens. With respect to each Purchased Mortgage Loan that is subject to a security interest (including any precautionary security interest) immediately prior to the Purchase Date, Buyer shall have received a Security Release Certification for such Purchased Mortgage Loan that is duly executed by the related secured party and Sellers. Such secured party shall have filed UCC termination statements in respect of any UCC filings made in respect of such Purchased Mortgage Loan, if necessary, and each such release and UCC termination statement has been delivered to Buyer prior to each Transaction and to the Custodian as part of the Mortgage File.

(xiii) No Material Adverse Change. None of the following shall have occurred and/or be continuing:

(A) an event or events shall have occurred in the good faith determination of Buyer resulting in Buyer not being able to finance Mortgage Loans through the “repo market” or comparable “lending market” for financing debt obligations secured by mortgage loans or securities with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by mortgage loans or an event or events shall have occurred resulting in Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to the occurrence of such event or events; or
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(C) there shall have occurred 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 this Agreement; provided that Buyer shall not invoke subclause (A), (B), and/or (C) with respect to any Seller unless Buyer shall invoke any similar clause contained in other agreements between Buyer and other Persons that are substantially similar to Sellers and with respect to substantially the same types of assets as the Mortgage Loans that would be the subject of Transactions hereunder.

(xiv) Settlement Agent. The Settlement Agent closing the applicable Mortgage Loan (a) is not affirmatively disapproved in writing or otherwise ineligible to provide settlement services for Sellers by any of Sellers’ other warehouse lenders or any Agency, in each case, in place on the Effective Date or in place on any date thereafter; (b) is not currently facing a claim in one instance or in the aggregate for fraud or misappropriation of funds by a single agent of the Settlement Agent (a “Sole Agent”) in excess of [***] unless such Sole Agent has been terminated from acting as an agent for the Settlement Agent; (c) since September 16, 2011, has not faced a claim where it was held liable in one instance or in the aggregate for fraud or misappropriation of funds in excess of [***]; (d) is not currently facing a claim in one instance or in the aggregate for fraud or misappropriation of funds in excess of [***]; (e) is not the subject of an Insolvency Event, provided that an involuntary petition filed against such Settlement Agent in any bankruptcy court shall not constitute an “Insolvency Event” for purposes of this provision unless (i) such involuntary petition has not been dismissed within sixty (60) days after its filing, or (ii) such involuntary filing causes a disapproval as described in clause (a) above, and (f) is not suffering a material adverse effect upon its Property, business, operations or financial condition and such material adverse effect has not been cured within ten (10) days after notice of such event to Sellers.

(xv) Additional Warehouse Lines for Jumbo and EBO Capacity. Solely with respect to a Transaction related to a Jumbo Mortgage Loan or to a Ginnie Mae Early Buyout Loan, the applicable Seller maintains one or more Warehouse Facilities (as such term is defined in the Pricing Letter), excluding this Agreement, combined, that accommodates Jumbo Mortgage Loans or Ginnie Mae Early Buyout Loans, as applicable, in an amount not less than the related amount provided in Schedule 1 of the Pricing Letter.

(xvi) Existence of Litigation or Proceedings. No actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing that are pending or threatened) or other legal or arbitral proceeding (whether civil, criminal or administrative) shall be brought by any Governmental Authority against any Seller in any federal or state court or before any Governmental Authority which, except as previously disclosed to Buyer on or prior to June 24, 2015, is reasonably expected to have a Material Adverse Effect.

(xvii) HECM Loans. To the extent the One Reverse Seller is entering into a Transaction, the subject of that Transaction shall be HECM Loans only.
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(xviii) Additional Warehouse Lines. The aggregate availability (whether drawn or undrawn) under Financial Reporting Party’s Warehouse Facilities (including, without limitation, this Agreement), combined shall not be less than an amount equal to the product of (x) [***] multiplied by (y) the Maximum Aggregate Purchase Price.

(xix) Opinion of Counsel with Respect to HECM Loans. Solely with respect to Buyer’s approval to enter into the initial Transaction, the subject of which shall be HECM Loans, One Reverse Seller shall have delivered (i) a fully executed joinder to the Custodial Agreement, joining One Reverse Seller thereto and (ii) an opinion of counsel with respect to the security interest perfected thereby.

Each Transaction Request delivered by a Seller hereunder shall constitute a certification by such Seller that all the conditions set forth in this Section 3(b) (other than clause (xiii) hereof) have been satisfied (both as of the date of such notice or request and as of Purchase Date).

(c) Initiation.

(i) Throughout each Business Day, a Seller may request that Buyer enter into Transactions hereunder by delivering a Mortgage Loan Schedule with respect to all Mortgage Loans subject to the requested Transaction on or prior to (A) with respect to Wet Loans, 4:00 p.m. (New York City time) on the requested Purchase Date and (B) with respect to Mortgage Loans other than Wet Loans, 1:00 p.m. (New York City time) on the requested Purchase Date.

(ii) Sellers shall deliver to Custodian the Mortgage File with respect to each Mortgage Loan subject to the requested Transaction (A) which is not a Wet Loan, in accordance with the timeframes set forth in the Custodial Agreement, and (B) with respect to each Wet Loan, on or prior to the Wet Delivery Deadline; provided that, with respect to any eMortgage Loan, Rocket Seller shall deliver to Custodian each of Buyer’s and Rocket Seller’s MERS Org IDs, and shall cause (i) the Authoritative Copy of the related eNote to be delivered to the eVault via a secure electronic file, (ii) other than with respect to a Ginnie Mae eNote Pooled Loan, the Controller status of the related eNote to be transferred to Buyer, (iii) with respect to a Ginnie Mae eNote Pooled Loan, the Controller status of the related eNote to reflect the MERS Org ID of the Rocket Seller and the eNote Secured Party status of the related eNote to reflect the MERS Org ID of Ginnie Mae, (iv) the Location status of the related eNote to be transferred to Custodian, (v) other than with respect to a Ginnie Mae eNote Pooled Loan, the Delegatee status of the related eNote to be transferred to Custodian, in each case using MERS eDelivery and the MERS eRegistry, (vi) the Master Servicer Field status of the related eNote to be transferred to the Rocket Seller and (vii) the Subservicer Field status of the related eNote to be (x) if there is a third-party subservicer, such subservicer’s MERS Org ID or (y) if there is not a subservicer, blank (collectively, the “eNote Delivery Requirements”).

(iii) Following receipt of such request, Buyer shall enter into such requested Transaction so long as the conditions set forth herein are satisfied and after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Committed Purchase Price (and may enter into such requested Transaction so long as the conditions set forth herein are satisfied and after giving effect to the requested Transaction the aggregate outstanding Purchase Price does not exceed the Maximum Aggregate Purchase Price), in which case Buyer shall remit the Purchase Price pursuant to the applicable Seller’s Wiring Instructions.
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(iv) Buyer’s remittance of the Purchase Price in connection with the Transaction and Sellers’ acceptance thereof will constitute the parties agreement to enter into such Transaction. Upon remittance of the Purchase Price to the applicable Seller, such Seller hereby grants, assigns, conveys and transfers all of its rights in and to the Purchased Mortgage

Loans evidenced on the related Mortgage Loan Schedule submitted through the Warehouse Electronic System.

(v) Buyer shall confirm the terms of each Transaction by posting a Confirmation on the Warehouse Electronic System by the end of the day on each Purchase Date. Each Confirmation together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by a Seller no more than two (2) Business Days after the date such Confirmation was posted on the Warehouse Electronic System or unless a corrected Confirmation is posted by Buyer; provided that Buyer’s failure to post a Confirmation shall not affect the obligations of Sellers under any Transaction. An objection sent by a Seller must state specifically that such writing is an objection, must specify the provision(s) being objected to by such Seller, must set forth such provision(s) in the manner that such Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was posted on the Warehouse Electronic System.

(vi) The Repurchase Date for each Transaction shall not be later than the Termination Date.

(d) Repurchase; Purchase by an Approved Investor.

(i) Sellers may repurchase Purchased Mortgage Loans without penalty or premium on any date by remitting to Buyer the applicable Repurchase Price pursuant to the Buyer’s Wiring Instructions.

(ii) Any repurchase of Purchased Mortgage Loans may occur simultaneously with a sale of the Purchased Mortgage Loan to an Approved Investor subject to the following procedures:

(A) Sellers shall instruct the Approved Investor to remit directly to Buyer pursuant to Buyer’s Wiring Instructions no later than 4:00 p.m. (New York City time) on any Business Day the Takeout Price in an amount equal to the Purchase Advice for such Purchased Mortgage Loan.

(B) Simultaneously, Sellers shall deliver to Buyer electronically the related Purchase Advice. The Takeout Price received by Buyer must equal the amount set forth on the Purchase Advice.

(C) The Takeout Price shall be applied to reduce the Repurchase Price in respect of the Purchased Mortgage Loans listed on the Purchase Advice. In the event the Takeout Price is less than the Repurchase Price, the Buyer shall withdraw funds from the Operating Account and Warehouse Accounts such that no deficiency exists.
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For the avoidance of doubt, Buyer shall not release its interests in any Purchased Mortgage Loan until such time as it receives the Repurchase Price in full.

(D) In the event Buyer receives the Takeout Price on or prior to 4:00 p.m. (New York City time) and either (x) no Purchase Advice is received or (y) the Takeout Price does not match the amount on the Purchase Advice (a “Purchase Advice Deficiency”), then Buyer shall retain the Takeout Price and the related Purchased Mortgage Loans shall not be released and the Transactions shall continue to accrue Price Differential under this Agreement until the Purchase Advice Deficiency is remedied. In the event the Takeout Price matches the amount set forth in the Purchase Advice but are in excess of the Repurchase Price (such amount, the “Excess Proceeds”) provided that no Default or Event of Default exists, Buyer shall remit such Excess Proceeds to the Operating Account or as otherwise agreed to by Buyer and Sellers.
(iii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to a Seller or its designee of the Purchased Mortgage Loans against the simultaneous transfer of the Repurchase Price as described in this Section 3(d). Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan.

SECTION 4. MARGIN AMOUNT MAINTENANCE

(a) Buyer shall determine the Market Value of each Purchased Mortgage Loan at such intervals as determined by Buyer in its sole discretion.

(b) If at any time the aggregate Asset Value of all Purchased Mortgage Loans subject to Transactions plus any cash held as segregated cash in the margin account is less than the Purchase Price for such Purchased Mortgage Loans (a “Margin Deficit”), then, provided, that such Margin Deficit is greater than the Margin Threshold, Buyer may by notice to Sellers (as such notice is more particularly set forth below, a “Margin Call”), require Sellers to transfer to Buyer or its designee cash in the amount of the Margin Deficit.

(c) Notice delivered pursuant to Section 4(b) may be given by any written or electronic means. Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2nd) Business Day following such notice; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the third (3rd) Business Day following such notice.

(d) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Sellers and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for either Seller.

(e) Any cash transferred to Buyer pursuant to Section 4(b) above shall be held in the margin account as segregated cash margin and collateral for all Obligations under this Agreement.
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Any such cash in the margin account shall be used by Buyer in order to calculate the aggregate Price Differential due to Buyer hereunder (i.e., as a reduction of the Purchase Price for purposes of such calculation). Buyer shall return any such cash to Sellers within three (3) Business Days of a written request therefore to the extent such return would not result in a Margin Deficit.

SECTION 5. COLLECTIONS; Income Payments

(a) On each Business Day that a Transaction is outstanding, the Pricing Rate shall be reset and, unless otherwise agreed, the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date. To the extent a Purchased Mortgage Loan is subject to a Transaction for a period in excess of sixty (60) calendar days, at Buyer’s sole option, Price Differential shall be settled in cash on such date.

(b) Upon request of Buyer, Sellers shall establish and maintain a segregated time or demand deposit account for the benefit of Buyer (the “Custodial Account”) with Buyer and shall deposit into the Custodial Account, within two (2) Business Days of receipt, all Income received with respect to each Purchased Mortgage Loan sold hereunder. Sellers shall cause all Income received with respect to the Purchased Mortgage Loans by any Servicer to be remitted directly to the Custodial Account. Under no circumstances shall Sellers deposit any of its own funds into the Custodial Account or otherwise commingle its own funds with funds belonging to Buyer as owner of any Mortgage Loans. Sellers shall name the Custodial Account “Rocket Mortgage, LLC, in trust for and for the benefit of UBS AG New York Branch”

(c) All Income received with respect to a Purchased Mortgage Loan purchased hereunder, whether or not deposited in the Custodial Account, shall be held in trust for the exclusive benefit of Buyer as the owner of such Purchased Mortgage Loan until such Mortgage Loan is no longer a Purchased Mortgage Loan (and shall be remitted to Seller on the Repurchase Date).

(d) With respect to each Ginnie Mae Early Buyout Loan, the Nominee shall be listed as the mortgagee of record. All Income (including, without limitation, claims and proceeds) received from HUD, VA or RD, as applicable, on account of each Ginnie Mae Early Buyout Loan shall be deposited into the Clearing Account within one (1) Business Day of receipt thereof. Sellers shall and shall cause the Nominee to remit all such funds from the Clearing Account to the Operating Account within two (2) Business Days. To the extent HUD, VA or RD deducts any amounts owing to it by any Seller, any Servicer or Nominee, Sellers shall (A) give prompt written notice thereof to Buyer and (B) within one (1) Business Day following settlement date of the claim, deposit such deducted amounts into the Operating Account.

(e) Following an Event of Default, Sellers shall remit to Buyer funds in the Custodial Account as required by Buyer. Such remittances shall be by wire transfer in accordance with wire transfer instructions previously given to Sellers by Buyer.

(f) Sellers authorize Buyer to withdraw any Income otherwise due Buyer hereunder from any of either Seller’s accounts as provided in this Agreement.

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(g) No Seller shall change the identity or location of the Custodial Account. Sellers shall from time to time, at their own cost and expense, execute such directions to Buyer, and other papers, documents or instruments with respect to the Custodial Account as may be reasonably requested by Buyer.

(h) If Buyer so requests, Sellers shall promptly notify Buyer of each deposit in the Custodial Account, and each withdrawal from the Custodial Account, made by it with respect to Mortgage Loans owned by Buyer and serviced by the Servicer. Sellers shall also promptly deliver to Buyer photocopies of all periodic bank statements and other records relating to the Custodial Account as Buyer may from time to time request.

(i) The amount required to be paid or remitted by the Sellers to Buyer, not made when due shall bear interest from the due date until the remittance, transfer or payment is made, payable by the Sellers, at the lesser of the Post-Default Rate or the maximum rate of interest permitted by law. If there is no maximum rate of interest specified by applicable law, interest on such sums shall accrue at the Post-Default Rate.

(j) Anything herein to the contrary notwithstanding, if Buyer determines in its commercially reasonable discretion that, (A) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Benchmark; (B) the Benchmark is no longer in existence; (C) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the Benchmark; (D) a Governmental Authority having jurisdiction over Buyer has made a public statement identifying a specific date after which the Benchmark shall no longer be made available or used for determining the interest rate of loans, or (E) it shall no longer enter into transactions based on the Benchmark in connection with repurchase facilities with similarly situated sellers with similar assets (such specific date, the “Scheduled Unavailability Date”), Buyer shall give prompt notice thereof to Sellers (the “Rate Change Notice”), whereupon the Pricing Rate from the date specified in such notice (which, in the case of (D), shall be no sooner than the earliest to occur of (i) [***] following the date of such Rate Change Notice, or (ii) the date specified by the applicable Governmental Authority and in the case of (E) shall be no sooner than [***] following the date of such Rate Change Notice), 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 prior to such Scheduled Unavailability Date. The Successor Rate will be determined by Buyer consistent with the alternative benchmark rate Buyer implements in repurchase facilities with similarly situated sellers with similar assets. In the event that Sellers determine that either the Successor Rate or the Successor Rate Conforming Changes are unacceptable, Sellers shall provide notice of same to Buyer within [***] of receipt of the Rate Change Notice and Sellers shall have the right to terminate this Agreement, prior to the [***] following receipt of a Rate Change Notice (such specified date, the “Termination Option Expiration Date”), without the imposition of any form of penalty, breakage costs or exit fees. In the event that Sellers elect to terminate this Agreement in accordance with the foregoing, they shall pay the outstanding Obligations, including all unpaid fees and expenses due to Buyer, prior to the Termination Option Expiration Date and any commitment of Buyer to enter into Transactions hereunder shall terminate. In the event that Sellers do not (i) provide notice that either the Successor Rate or the Successor Rate Conforming Changes are unacceptable within [***] of receipt of the Rate Change Notice, or (ii) pay the outstanding Obligations, including all unpaid fees and expenses due to Buyer, prior to the Termination Option Expiration Date, then the Successor Rate and the Successor Rate Conforming Changes shall become effective on the date specified in the Rate Change Notice.
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SECTION 6. Requirement of Law

(a) If any change in any Requirement of Law including those regarding capital adequacy, or any change in the interpretation or application of any Requirement of Law thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

(i) shall subject Buyer to any Tax or increased Tax of any kind whatsoever, other than taxes based on Buyer’s income or gross receipts, or change the basis of taxation of payments to Buyer;

(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, or other extensions of credit by, or any other acquisition of funds by, any office of Buyer;

(iii) shall impose on Buyer any other condition;

and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of entering, continuing or maintaining any Transaction or to reduce any amount due or owing hereunder in respect thereof, or shall have the effect of reducing Buyer’s rate of return then, in any such case, Sellers shall promptly pay Buyer such additional amount or amounts as calculated by Buyer in good faith as will reimburse Buyer for such increased cost or reduced amount receivable on an after-tax basis.

(b) If Buyer shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then from time to time, Sellers shall promptly pay to Buyer such additional amount or amounts as will reimburse Buyer for such reduction.

(c) If Buyer becomes entitled to claim any additional amounts pursuant to this Section 6, it shall promptly notify Sellers of the event by reason of which it has become so entitled; provided that (i) such notice must be received by the Sellers no later than one hundred eighty (180) days after such event, and (ii) the Sellers shall have no obligations pertaining to amounts incurred longer than one hundred eighty (180) days prior to delivery of such notice. A certificate as to any additional amounts payable pursuant to this Section submitted by Buyer to Sellers in good faith and showing in reasonable detail the basis for, and calculation of, the amounts claimed shall be conclusive in the absence of manifest error.
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SECTION 7. Taxes.

(a) Any and all payments by or on behalf of the Sellers under or in respect of this Agreement or any other Program Documents to which a Seller is a party shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto, whether now or hereafter imposed, levied, collected, withheld or assessed by any taxation authority or other Governmental Authority (collectively, “Taxes”), unless required by law. If any Person shall be required under any applicable Requirement of Law to deduct or withhold any Taxes from or in respect of any sum payable under or in respect of this Agreement or any of the other Program Documents to Buyer (including, for purposes of Section 6 and this Section 7, any agent, assignee, successor or participant), (i) Sellers shall make all such deductions and withholdings in respect of Taxes, (ii) Sellers shall pay the full amount deducted or withheld in respect of Taxes to the relevant taxation authority or other Governmental Authority in accordance with any Requirement of Law, and (iii) the sum payable by Sellers shall be increased as may be necessary so that after Sellers have made all required deductions and withholdings (including deductions and withholdings applicable to additional amounts payable under this Section 7) such Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made in respect of Non-Excluded Taxes. For purposes of this Agreement the term “Non-Excluded Taxes” are Taxes other than, in the case of a Buyer, (i) Taxes that are imposed on its overall net income or gross receipts (and franchise taxes imposed in lieu thereof) by the jurisdiction under the laws of which such Buyer is organized or of its applicable lending office, or any political subdivision thereof, unless such Taxes are imposed as a result of such Buyer having executed, delivered or performed its obligations or received payments under, or enforced, this Agreement or any of the other Program Documents (in which case such Taxes will be treated as Non-Excluded Taxes), and (ii) Taxes imposed as a result of its failure to comply with the requirements of Sections 1471 through 1474 of the Code (as in effect on the date hereof) and any Treasury Regulations promulgated thereunder.

(b) In addition, each Seller hereby agrees to pay or, at the Buyer’s option, timely reimburse it for payment of, any present or future stamp, recording, documentary, excise, filing, intangible, property or value-added taxes, or similar taxes, charges or levies that arise from any payment made under or in respect of this Agreement or any other Program Document or from the execution, delivery, enforcement or registration of, any performance, receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Program Document (collectively, “Other Taxes”).

(c) Each Seller hereby agrees to indemnify Buyer (including its Beneficial Tax Owners) for, and to hold it harmless against, the full amount of Non-Excluded Taxes and Other Taxes, and the full amount of Taxes of any kind imposed by any jurisdiction on amounts payable under this Section 7 imposed on or paid by such Buyer (or any Beneficial Tax Owners thereof) and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto; provided that Buyer shall have provided Sellers with evidence, reasonably satisfactory to Sellers, of payment of Taxes or Other Taxes, as the case may be.
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A certificate as to the amount of such Taxes or liabilities delivered to the Sellers by Buyer in good faith and showing in reasonable detail the basis for, and calculation of, the amounts claimed shall be conclusive absent manifest error. Amounts payable by the Sellers under the indemnity set forth in this Section 7(c) shall be paid within ten (10) days from the date on which Buyer makes written demand therefor. Buyer shall promptly repay to Sellers any refund of any amounts received by Buyer that can be directly attributable to the Program Documents and amounts paid in respect of this Section 7.

(d) Within thirty (30) days after the date of any payment of Taxes, any Seller (or any Person making such payment on behalf of a Seller) shall furnish to Buyer for its own account a certified copy of the original official receipt evidencing payment thereof.

(e) For purposes of this Section 7(e), the terms “United States” and “United States person” shall have the meanings specified in Section 7701 of the Code. Each Buyer (including for avoidance of doubt any assignee, successor or participant) that either (i) is not organized under the laws of the United States, any State thereof, or the District of Columbia or (ii) whose name does not include “Incorporated,” “Inc.,” “Corporation,” “Corp.,” “P.C.,” “insurance company,” or “assurance company” (a “Non-Exempt Buyer”) shall deliver or cause to be delivered to Sellers the following properly completed and duly executed documents:

(i) in the case of a Non-Exempt Buyer that is not a United States person or is a disregarded entity for U.S. federal income tax purposes owned by a person that is not a United States person, a complete and executed (x) U.S. Internal Revenue Service Form W‑8BEN with Part II completed in which such Buyer claims the benefits of a tax treaty with the United States providing for a zero or reduced rate of withholding (or any successor forms thereto), including all appropriate attachments or (y) a U.S. Internal Revenue Service Form W‑8ECI (or any successor forms thereto); or

(ii) in the case of a Non-Exempt Buyer that is an individual, (x) for non-United States persons, a complete and executed U.S. Internal Revenue Service Form W‑8BEN (or any successor forms thereto) and a certificate substantially in the form of Exhibit F (a “Section 7 Certificate”) or (y) for United States persons, a complete and executed U.S. Internal Revenue Service Form W‑9 (or any successor forms thereto); or

(iii) in the case of a Non-Exempt Buyer that is organized under the laws of the United States, any State thereof, or the District of Columbia and that is not a disregarded entity for U.S. federal income tax purposes owned by a person that is not a United States person, a complete and executed U.S. Internal Revenue Service Form W‑9 (or any successor forms thereto); or
(iv) in the case of a Non-Exempt Buyer that (x) is not organized under the laws of the United States, any State thereof, or the District of Columbia and (y) is treated as a corporation for U.S. federal income tax purposes, a complete and executed U.S. Internal Revenue Service Form W‑8BEN (or any successor forms thereto) and a Section 7 Certificate; or

(v) in the case of a Non-Exempt Buyer that (A) is treated as a partnership or other non-corporate entity, and (B) is not organized under the laws of the United States, any State thereof, or the District of Columbia, (x)(i) a complete and executed U.S.
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Internal Revenue Service Form W‑8IMY (or any successor forms thereto) (including all required documents and attachments) and (ii) a Section 7 Certificate, and (y) in the case of a non-withholding foreign partnership or trust, without duplication, with respect to each of its beneficial owners and the beneficial owners of such beneficial owners looking through chains of owners to individuals or entities that are treated as corporations for U.S. federal income tax purposes (all such owners, “Beneficial Tax Owners”), the documents that would be provided by each such Beneficial Tax Owner if such Beneficial Tax Owner were Buyer; or

(vi) in the case of a Non-Exempt Buyer that is disregarded for U.S. federal income tax purposes, the document that would be required by clause (i), (ii), (iii), (iv), (v), (vii) and/or this clause (vi) of this Section 7(e) with respect to its Beneficial Tax Owner if such Beneficial Tax Owner were Buyer; or

(vii) in the case of a Non-Exempt Buyer that (A) is not a United States person and (B) is acting in the capacity of an “intermediary” (as defined in U.S. Treasury Regulations), (x)(i) a U.S. Internal Revenue Service Form W‑8IMY (or any successor form thereto) (including all required documents and attachments) and (ii) a Section 7 Certificate, and (y) if the intermediary is a “non-qualified intermediary” (as defined in U.S. Treasury Regulations), from each person upon whose behalf the “non-qualified intermediary” is acting the documents that would be required by clause (i), (ii), (iii), (iv), (v), (vi), and/or this clause (vii) with respect to each such person if each such person were Buyer.

If a Buyer provides a form pursuant to Section 7(e)(i)(x) and the form provided by the Buyer at the time such Buyer first becomes a party to this Agreement or, with respect to a grant of a participation, the effective date thereof, indicates a United States interest withholding tax rate under the tax treaty in excess of zero, withholding tax at such rate shall be treated as Taxes other than “Non-Excluded Taxes” (“Excluded Taxes”) and shall not qualify as Non-Excluded Taxes unless and until such Buyer provides the appropriate form certifying that a lesser rate applies, whereupon withholding tax at such lesser rate shall be considered Excluded Taxes solely for the periods governed by such form. If, however, on the date a Person becomes an assignee, successor or participant to this Agreement, the Buyer transferor was entitled to indemnification or additional amounts under this Section 7, then the Buyer assignee, successor or participant shall be entitled to indemnification or additional amounts to the extent that the Buyer transferor was entitled to such indemnification or additional amounts for Non-Excluded Taxes, and the Buyer assignee, successor or participant shall be entitled to additional indemnification or additional amounts for any other or additional Non-Excluded Taxes.

(f) For any period with respect to which a Buyer has failed to provide Sellers with the appropriate form, certificate or other document described in Section 7(e) (other than if such failure is due to a change in any Requirement of Law, or in the interpretation or application thereof, occurring after the date on which a form, certificate or other document originally was required to be provided), such Buyer shall not be entitled to indemnification or additional amounts under subsection (a) or (c) of this Section 7 with respect to Non-Excluded Taxes imposed by the United States by reason of such failure; provided, however, that should a Buyer become subject to Non-Excluded Taxes because of its failure to deliver a form, certificate or other document required hereunder, each Seller shall take such steps as such Buyer shall reasonably request, to assist such Buyer in recovering such Non-Excluded Taxes.

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(g) Without prejudice to the survival of any other agreement of the Sellers hereunder, the agreements and obligations of the Sellers contained in this Section 7 shall survive the termination of this Agreement and the other Program Documents. Nothing contained in Section 6 or this Section 7 shall require Buyer to complete, execute or make available any of its Tax returns or any other information that it deems to be confidential or proprietary, or whose completion, execution or submission would, in Buyer’s judgment, materially prejudice Buyer’s legal or commercial position.

SECTION 8. Security Interest; Buyer’s Appointment as Attorney-In-Fact

(a) Security Interest. On each Purchase Date, each Seller hereby sells, assigns and conveys all of its rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets related thereto. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (other than as set forth in Section 21 for U.S. tax purposes), in the event any such Transactions are deemed to be loans, and in any event each Seller hereby pledges to Buyer as security for the performance by Sellers of their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in:

(i) the Purchased Mortgage Loans;

(ii) the Records related to the Purchased Mortgage Loans;

(iii) the Program Documents (to the extent such Program Documents and such Seller’s right thereunder relate to the Purchased Mortgage Loans);

(iv) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property;

(v) any Takeout Commitments relating to any Purchased Mortgage Loans;

(vi) any Closing Protection Letter, escrow letter or settlement agreement relating to any Purchased Mortgage Loan;

(vii) any Servicing Rights, Servicer Advances and rights to reimbursement thereof relating to any Purchased Mortgage Loan;

(viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance and FHA Mortgage Insurance Contracts, VA Loan Guaranty Agreements and RD Loan Guaranty Agreements (if any, including, for the avoidance of doubt, all debenture interest payable to HUD on account of a Ginnie Mae Early Buyout Loan);

(ix) any Income relating to any Purchased Mortgage Loan; (xiii) any Hedge Agreements to the extent relating specifically to any Purchased Mortgage Loan;

(x) the Custodial Account;

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(xi) the Warehouse Accounts;

(xii) the Operating Account;


(xiv) any other contract rights, accounts (including any interest of such Seller in escrow accounts) and any other payments, and rights to payment (including payments of interest or finance charges) to the extent that the foregoing relates to any Purchased Mortgage Loan;

(xv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans;

(xvi) chattel paper (including electronic chattel paper), instruments (including promissory notes), documents, investment property, general intangibles (including payment intangibles) in each case to the extent that the foregoing specifically relates to the Purchased Mortgage Loans; and

(xvii) together with all accessions and additions thereto, substitutions and replacements therefor, and all products and proceeds of the foregoing, in all instances to the extent that the foregoing specifically relates to the Purchased Mortgage Loans and whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”).

(b) Buyer’s Appointment as Attorney in Fact. Each Seller agrees to execute a Power of Attorney, the form of Exhibit E hereto (the “Power of Attorney”), to be delivered on the date hereof.

SECTION 9. Payment, Transfer; ACCOUNTS

(a) Payments and Transfers of Funds. Unless otherwise mutually agreed in writing, all transfers of funds to be made by Sellers hereunder shall be made in Dollars, in immediately available funds, without deduction, set off or counterclaim, to Buyer pursuant to the Wiring Instructions, on the date on which such payment shall become due.

(b) Remittance of Purchase Price. On the Purchase Date for each Transaction, ownership of the Purchased Mortgage Loans shall be transferred to Buyer or its designee against the simultaneous transfer of the Purchase Price pursuant to Sellers’ Wiring Instructions. With respect to the Purchased Mortgage Loans being sold by a Seller on a Purchase Date, such Seller hereby sells, transfers, conveys and assigns to Buyer or its designee without recourse, but subject to the terms of this Agreement, all of its right, title and interest of such Seller in and to the Purchased Mortgage Loans together with all right, title and interest in and to the proceeds of any related Repurchase Assets.

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(c) Warehouse Accounts. Buyer or the Buyer’s designee shall maintain for Sellers an inbound account and a margin account (the “Warehouse Accounts”). The Warehouse Accounts shall be in the form, with respect to (i) amounts other than the Facility Restricted Amount, of non-interest bearing book-entry accounts and (ii) the Facility Restricted Amount, an interest bearing account that shall accrue interest at the Facility Restricted Amount Rate. The Facility Restricted Amount shall be held in the Warehouse Accounts as Restricted Cash. Buyer shall have exclusive withdrawal rights from the Warehouse Accounts, including without limitation, exclusive withdrawal rights with respect to the Facility Restricted Amount, provided, however, unless an Event of Default has occurred, Buyer shall permit Sellers to withdraw the Facility Restricted Amount from the Warehouse Accounts upon the (i) satisfaction in full of all Obligations hereunder and (ii) termination of this Agreement and the other Program Documents. All amounts on deposit in the Warehouse Accounts (other than the Facility Restricted Amount, which shall only be available for use by Buyer upon the occurrence of an Event of Default) shall be held as cash margin and collateral for all Obligations under this Agreement. Notwithstanding the foregoing, each Seller acknowledges that (i) amounts in the Warehouse Accounts, including without limitation, the Facility Restricted Amount, are not insured by the Federal Deposit Insurance Corporation, any governmental entity or otherwise and (ii) Buyer is not required to segregate funds in the Warehouse Accounts from its own funds or from funds held for others. Without limiting the generality of the foregoing, in the event that Sellers fail to timely satisfy a Margin Call or an Event of Default exists, Buyer shall be entitled to use any or all of the amounts on deposit in any Warehouse Account (other than the Facility Restricted Amount, which shall only be available for use by Buyer upon the occurrence of an Event of Default) to cure such circumstance or otherwise exercise remedies available to Buyer without prior notice to, or consent from Sellers, provided that Buyer will promptly notify Sellers of such application of funds; provided further that the failure to provide such notice shall not affect the validity of the Buyer’s actions. For the avoidance of doubt, if Sellers fail to timely satisfy a Margin Call such that the failure becomes an Event of Default, Buyer shall be entitled to withdraw the Facility Restricted Amount to cure such Event of Default.

(d) Operating Account. From time to time, Sellers may provide funds to Buyer for deposit to an interest bearing account (the “Operating Account”) in accordance with this Section 9. The Operating Account shall be a subaccount of an interest-bearing savings account (the “Omnibus Account”) maintained by Buyer as agent for the benefit of Sellers and other sellers of mortgage related assets with a bank determined by Buyer its sole discretion (the “Depository”). The Buyer shall have non-exclusive withdrawal rights from the Operating Account. Each Seller acknowledges that Buyer acts as such Seller’s agent for the limited purpose of placing funds with the Depository, and that funds held by Buyer as such Seller’s agent are not a deposit account or other liability of Buyer. Buyer shall maintain records of each Seller’s interest in the funds maintained in the Omnibus Account. Withdrawals may be paid by wire transfer or any other means chosen by Buyer from time to time in its sole discretion. Subject to Section 9(f) hereof, each Seller shall be entitled to drawdown the Buydown Amount on demand and to remit additional funds to be added to the Buydown Amount.

(e) Depository. Unless otherwise designated in writing by Buyer and with prior written notice to Sellers, the Depository shall be UBS AG, Stamford Branch. Funds on deposit at the UBS AG, Stamford Branch are not insured by the Federal Deposit Insurance Corporation, Securities Investor Protection Corporation or any governmental agency of the United States, Switzerland or any other jurisdiction. The Omnibus Account and Operating Account are obligations of the UBS AG, Stamford Branch only, and are not obligations of UBS AG generally or of any of its other affiliates. The payment of principal and interest on the Operating Account at the UBS AG, Stamford Branch is subject to the creditworthiness of UBS AG. The Operating Account is not a deposit account or other liability of Buyer. In the unlikely event of the failure of the UBS AG, Stamford Branch, each Seller acknowledges that it will be a general unsecured creditor of UBS AG.
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(f) Buydown Amount. The Buydown Amount shall be held as unsegregated cash margin and collateral for all Obligations under this Agreement. Without limiting the generality of the foregoing, in the event that Buyer receives a shortfall in the payment of Repurchase Price, Sellers fail to timely satisfy a Margin Call or an Event of Default exists, the Buyer shall be entitled to use any or all of the Buydown Amount and to withdraw such amount from the Operating Account in Buyer’s sole discretion to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, Sellers; provided that Buyer will promptly notify Sellers of such application of funds; provided, further, that the failure to provide such notice shall not affect the validity of Buyer’s actions. Within [***] receipt of written request from Sellers, and provided no Seller has failed to timely satisfy a Margin Call or an Event of Default does not exist, Buyer shall withdraw any portion of such Buydown Amount from the Operating Account and remit such amount back to Sellers.

(g) Operating Account Interest. Subject to Section 9(h), the Buydown Amount will accrue interest at the Operating Account Rate; provided that in no event shall interest accrue on (A) the Buydown Amount if (x) on any day the Buydown Amount is less than the Minimum Balance Requirement or (y) the average balance of funds in the Operating Account during any calendar month is less than the Minimum Balance Requirement and (B) that portion of the Buydown Amount that is in excess of the Minimum Balance Requirement. Unless otherwise set forth in the Pricing Letter:

(i) The Depository calculates interest accrual daily on the basis of funds credited to the Operating Account, but credits interest monthly. As a result, interest will not begin to compound until credited in the month following its accrual. The Depository credits interest to the Operating Account in the month following its accrual on a schedule set by Depository from time to time, which may result in a delay in interest crediting as late as the [***] of the calendar month.

(ii) The Depository accrues interest on funds deposited to the Operating Account beginning on the day on which such funds are received in the Operating Account, and through, but not including, the day on which funds are withdrawn from the Operating Account.

(iii) Interest paid on funds in the Operating Account at the Operating Account Rate shall be credited to the Operating Account unless otherwise withdrawn by Buyer at the direction of Sellers as provided herein.

(h) Maintenance of Balances. If Sellers shall fail to maintain with Buyer during any calendar month deposits in the Operating Account in the average, after charges to compensate Buyer for services rendered to Sellers, equal to at least the Minimum Balance Requirement, Sellers shall pay to Buyer a fee equal to the amount of such deficit multiplied by the Maintenance Fee Rate.

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(i) Fees. Each Seller shall pay in immediately available funds to Buyer all fees, including without limitation, the Warehouse Fees, as and when required hereunder. All such payments shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to Buyer at such account designated by Buyer. Without limiting the generality of the foregoing or any other provision of this Agreement, Buyer may withdraw and retain from the Warehouse Accounts and Operating Account any Warehouse Fees due and owing to Buyer that have not been otherwise timely paid by Sellers.

(j) Facility Restricted Amount Interest. The Facility Restricted Amount will accrue interest at the Facility Restricted Amount Rate, as applicable. Unless otherwise set forth in the Pricing Letter:

(i) The Depository calculates interest accrual daily, but credits interest monthly. The Depository credits interest to the Operating Account in the month following its accrual on a schedule set by Depository from time to time, which may result in a delay in interest crediting as late as the [***] of the calendar month.

(ii) The Depository accrues interest on funds on the Facility Restricted Amount beginning on the day on which such funds are received in the applicable Warehouse Account and through, but not including, the day on which funds are withdrawn from such Warehouse Account.

(iii) Interest paid on funds on the Facility Restricted Amount at the Facility Restricted Amount Rate shall be credited to the Operating Account unless otherwise withdrawn by Buyer at the direction of Seller as provided herein.

SECTION 10. Nominee

(a) Sellers and the Buyer hereby acknowledge and agree, and Sellers hereby appoint, the applicable Nominee as (i) its nominee as mortgagee of record and payee on the FHA Connection System with respect to each Ginnie Mae Early Buyout Loan, and the Nominee hereby accepts such appointment, and (ii) as nominee and agent of Sellers and the Buyer as set forth herein, to the extent applicable.

(b) Following receipt by Nominee of written notice of the occurrence of an Event of Default, the Nominee agrees to take direction from the Buyer with respect to the FHA Loans and Ginnie Mae Early Buyout Loans.

(c) It is the intent of the Sellers, Servicer and the Buyer that the Nominee retains bare legal title to the Ginnie Mae Early Buyout Loans for all purposes including, without limitation, for purposes of Section 541(d) of the Bankruptcy Code.

(d) Buyer may, upon notice to the Sellers, terminate the Nominee and appoint itself or another person as the successor nominee following an Event of Default that is continuing.

SECTION 11. Representations

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Each Seller represents and warrants to Buyer that as of the Purchase Date for any Purchased Mortgage Loans and as of the date of this Agreement and any Transaction hereunder and at all times while the Program Documents are in full force and effect and/or any Transaction hereunder is outstanding:

(a) Acting as Principal. Each Seller will engage in such Transactions as principal (or, if agreed in writing in advance of any Transaction by the other party hereto, as agent for a disclosed principal).

(b) No Broker. No 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 Mortgage Loans pursuant to this Agreement.

(c) Financial Statements. The Sellers have heretofore furnished to Buyer a copy of its (a) Financial Statements for the Financial Reporting Group for the fiscal year ended the Annual Financial Statement Date, setting forth in each case in comparative form the figures for the previous year, with an unqualified opinion thereon of an Approved CPA and (b) Financial Statements for the Financial Reporting Group for its second and third fiscal quarterly period(s), of the Financial Reporting Group up until Monthly Financial Statement Date, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are complete and correct in all material respects and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Group and the consolidated results of its operations as at such dates and for such monthly or yearly periods, all in accordance with GAAP. Since the Monthly Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Group taken as a whole from that set forth in said Financial Statements nor is any Seller aware of any state of facts which (without notice or the lapse of time) would or would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Sellers do not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long‑term leases or unusual forward or long‑term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Sellers except as heretofore disclosed to Buyer in writing.

(d) Organization, Etc. Each Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each Seller (a) has all requisite corporate or 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; (b) 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 (c) has full corporate or limited liability company power and authority to execute, deliver and perform its obligations under the Program Documents.

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(e) Authorization, Compliance, Approvals. The execution and delivery of, and the performance by each Seller of its obligations under, the Program Documents to which it is a party (a) are within such Seller’s corporate or limited liability company powers, (b) have been duly authorized by all requisite corporate or limited liability company action on behalf of Sellers, (c) do not violate any provision of applicable law, rule or regulation, or any order, writ, injunction or decree applicable to any Seller of any court or other Governmental Authority, or its organizational documents, (d) do not breach any indenture, agreement, document or instrument to which such Seller or any of its Subsidiaries is a party, or by which any of them or any of their properties, or any of the Repurchase Assets is bound or to which any of them is subject and (e) do not result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or except as may be provided by any Program Document, result in the creation or imposition of any Lien upon any of the property or assets of such Seller or any of its Subsidiaries pursuant to, any such indenture, agreement, document or instrument. No Seller is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any Governmental Authority in connection with or as a condition to the consummation of the Transactions contemplated herein and the execution, delivery or performance of the Program Documents to which it is a party, except for any UCC financing statements filed pursuant to this Agreement.

(f) Litigation. There are no actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened) or other legal or arbitrable proceedings against any Seller or any of its Subsidiaries or affecting any of the Repurchase Assets or any of the other properties of any Seller before any Governmental Authority which (i) questions or challenges the validity or enforceability of the Program Documents or any material action to be taken in connection with the transactions contemplated hereby, (ii) except as otherwise disclosed to Buyer, makes a claim or claims in an aggregate amount greater than the Litigation Threshold or (iii) individually or in the aggregate, if adversely determined, would be reasonably likely to have a Material Adverse Effect.

(g) Purchased Mortgage Loans.

(i) Except for any Takeout Commitments, Hedge Agreements or sales contemplated by Section 3(d), no Seller has assigned, pledged, or otherwise conveyed or encumbered any Purchased Mortgage Loan to any other Person, and immediately prior to the sale of such Purchased Mortgage Loan to Buyer, such Seller was the sole owner of such Purchased Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder.

(ii) The provisions of this Agreement are effective to either constitute a sale of Repurchase Assets to Buyer or to create in favor of Buyer a valid first priority security interest in all right, title and interest of each Seller in, to and under the Repurchase Assets.

(h) Proper Names; Chief Executive Office/Jurisdiction of Organization. No Seller operates in any jurisdiction under a trade name, division name or name other than those names previously disclosed in writing by such Seller to Buyer. On the Effective Date, such Seller’s chief executive office is, and has been, located as specified on the signature page hereto. Each Seller’s jurisdiction of organization, type of organization and organizational identification number is as set forth in the Pricing Letter.
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(i) Location of Books and Records. The location where each Seller keeps its books and records, including all computer tapes, computer systems and storage media, other than backups, and records related to the Repurchase Assets is its chief executive office.

(j) Enforceability. This Agreement and all of the other Program Documents executed and delivered by each Seller in connection herewith are legal, valid and binding obligations of such Seller and are enforceable against such Seller in accordance with their terms except as such enforceability may be limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar Requirement of Law affecting creditors’ rights generally and (ii) general principles of equity.

(k) Ability to Perform. No Seller believes, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in the Program Documents to which it is a party on its part to be performed.

(l) No Default. No Default or Event of Default has occurred and is continuing.

(m) No Adverse Selection. No Seller has selected the Purchased Mortgage Loans in a manner so as to adversely affect Buyer’s interests.

(n) Scheduled Indebtedness. All Indebtedness (other than Indebtedness evidenced by the Agreement) which is presently in effect and/or outstanding is listed on Schedule 3 hereto (the “Scheduled Indebtedness”) and no Event of Default under Section 13(g) exists.

(o) Accurate and Complete Disclosure. The information, reports, Financial Statements, exhibits and schedules furnished in writing by or on behalf of each Seller to Buyer in connection with the negotiation, preparation or delivery of this Agreement or performance hereof 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 each Seller to Buyer in connection with this Agreement and the other Program Documents and the transactions contemplated hereby and thereby including without limitation, the information set forth in the related Mortgage Loan Schedule, 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. There is no fact known to any Seller, after due inquiry, that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Program Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to Buyer for use in connection with the transactions contemplated hereby or thereby.

(p) Margin Regulations. The use of all funds acquired by Sellers under this Agreement will not violate any of Regulations T, U or X promulgated by the Board of Governors of the Federal Reserve System as the same may from time to time be amended, supplemented or otherwise modified.
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(q) Investment Company. No 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.

(r) Solvency. As of the date hereof and immediately after giving effect to each Transaction, the fair value of the assets of each 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 each Seller in accordance with GAAP) of each Seller and each Seller is solvent 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. No Seller intends to incur, nor does it believe that it has incurred, debts beyond its ability to pay such debts as they mature. No Seller is contemplating the commencement of an insolvency, bankruptcy, liquidation, or consolidation proceeding or the appointment of a receiver, liquidator, conservator, trustee, or similar official in respect of itself or any of its property.

(s) ERISA. From the fifth (5th) fiscal year preceding the current year through the termination of this Agreement (the “Reporting Period”), with respect to any plan within the meaning of Section 3(3) of ERISA that is sponsored or maintained by any Seller or any ERISA Affiliate, or to which any Seller or any ERISA Affiliate contributes or has contributed (each, a “Plan”), the benefits under which Plan are guaranteed, in whole or in part, by the PBGC (i) each Seller and each ERISA Affiliate has funded and will continue to fund each Plan as required by the provisions of Section 412 of the Code, in all material respects; (ii) each Seller and each ERISA Affiliate has caused and will continue to cause (directly or indirectly) each Plan to pay all benefits when due, in all material respects; (iii) no Seller nor any ERISA Affiliate has been or is obligated to contribute to any multiemployer plan as defined in Section 3(37) of ERISA; (iv) each Seller (on behalf of ERISA Affiliate, if applicable) will provide to Buyer (A) no later than the date of submission to the PBGC, a copy of any notice of a defined benefit Plan’s termination (B) no later than the date of submission to the Department of Labor or to the Internal Revenue Service, as the case may be, a copy of any request for waiver from the funding standards or extension of the amortization periods required by Section 412 of the Code and (C) notice of any Reportable Event as such term is defined in ERISA which involves financial liability in excess of the ERISA Threshold (and has, prior to the date of this Agreement, provided to Buyer a copy of any document described in clauses (iv)(A), (B) or (C) relating to any date in the Reporting Period prior to the date of this Agreement); and (v) each Seller and each ERISA Affiliate will from the date of this Agreement to the termination of this Agreement timely pay all premiums imposed by the PBGC pursuant to Sections 4006 and 4007 of ERISA with respect to any Plan.

(t) Taxes.

(i) Each Seller and its Subsidiaries have timely filed all income and other material Tax returns that are required to be filed by them and have timely paid all Taxes due and payable by them or imposed with respect to any of their property, except for any such Taxes the amount or validity of which is currently being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP. For purposes of the preceding sentence, a Tax return shall be considered to have been timely filed, and a Tax shall be considered to have been timely paid, if the late filing of such Tax return, or the late payment of such Tax, did not have a material adverse effect on the Sellers taken as a whole.
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(ii) There are no material Liens for Taxes with respect to any assets of any Seller or its Subsidiaries, and no material claim is being asserted with respect to Taxes of any Seller or its Subsidiaries of a material amount that is not paid within thirty (30) days after the amount of taxes due is finalized, except for statutory Liens for Taxes not yet due and payable or for Taxes the amount or validity of which is currently being contested in good faith by appropriate proceedings diligently conducted and, in each case, with respect to which adequate reserves have been provided in accordance with GAAP.

(u) No Reliance. Each 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. No Seller is 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.

(v) Plan Assets. No Seller is an employee benefit plan as defined in Section 3 of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code, and the Purchased Mortgage Loans are not “plan assets” within the meaning of 29 CFR §2510.3-101, as modified by Section 3(42) of ERISA, in any Seller’s hands and transactions by or with such Seller are not subject to any foreign state or local statute regulating investments of, or fiduciary obligations with respect to, governmental plans within the meaning of Section 3(32) of ERISA.

(w) Agency Approvals. To the extent previously approved, each Seller is approved by Fannie Mae as an approved lender and Freddie Mac as an approved seller/servicer. To the extent necessary, the Rocket Seller is approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act. In the event that the One Reverse Seller enters into Transactions hereunder, and to the extent necessary, the One Reverse Seller shall be approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act. In each such case, each Seller is in good standing, with no event having occurred or such Seller having any reason whatsoever to believe or suspect will occur, including, without limitation, a change in insurance coverage which would either make such Seller unable to comply with the eligibility requirements for maintaining all such applicable approvals or require notification to the relevant Agency. Each 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 its Mortgage Loans and in accordance with Accepted Servicing Practices.

(x) Anti‑Money Laundering Laws. Each Seller has complied with all anti‑money laundering laws and regulations applicable to it, including without limitation the USA Patriot Act of 2001, as amended, and the Bank Secrecy Act of 1970, as amended (collectively, the “Anti‑Money Laundering Laws”); each 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 Mortgage 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 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.
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(y) No Sanctions. No Seller nor any of its Affiliates, officers, directors, partners or members, (i) is an entity or person (or to either Seller’s knowledge, owned or controlled by an entity or person) that (A) is currently subject to any economic sanctions or trade embargoes administered or imposed by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or any other relevant authority (collectively, “Sanctions”) or (B) resides, is organized or chartered, or has a place of business in a country or territory that is currently the subject of Sanctions and (ii) will directly or indirectly use the proceeds of any Transactions contemplated hereunder, or lend, contribute or otherwise make available such proceeds to or for the benefit of any person or entity, for the purpose of financing or supporting, directly or indirectly, the activities of any person or entity that is currently the subject of Sanctions.

(z) [RESERVED]

(aa) Takeout Commitments. 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 pursuant to the Joint Account Control Agreement, dated as of March 22, 2010, or the Joint Securities Account Control Agreement, dated as of November 18, 2010, both among Rocket Mortgage and its various warehouse lenders, or (2) the Payee Number set forth on Fannie Mae Form 1068 (Fixed-Rate, Graduated-Payment, or Growing-Equity Mortgage Loan Schedule) or Fannie Mae Form 1069 (Adjustable-Rate Mortgage Loan Schedule), as applicable, is identical to the Payee Number that has been identified pursuant to the Joint Account Control Agreement, dated as of March 22, 2010, or the Joint Securities Account Control Agreement, dated as of November 18, 2010, both among Rocket Mortgage and its various warehouse lenders.

(bb) Anti-Corruption Laws. Each Seller has implemented and maintains in effect policies and procedures designed to ensure compliance by such Seller, its respective Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, and each Seller, its respective Subsidiaries and their respective officers and directors and to the knowledge of such Seller, its employees and agents, are in compliance with Anti-Corruption Laws in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in such Seller being designated as a Sanctioned Person. No Transaction contemplated by this Agreement will violate any Anti-Corruption Law.

SECTION 12. Covenants

Each Seller covenants to Buyer as of the Purchase Date for any Purchased Mortgage Loan, as of the date of this Agreement and any Transaction hereunder and at all times while the Program Documents are in full force and effect and/or any Transaction thereunder is outstanding, as follows:

(a) Preservation of Existence; Compliance with Law.
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Each Seller shall (i) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises with respect to Mortgage Loans, except that this clause (i) shall not prohibit (and shall permit) any transaction that does not result in a Change in Control; (ii) comply in all material respects with any applicable Requirement of Law, rules, regulations and orders, whether now in effect or hereafter enacted or promulgated by any applicable Governmental Authority (including, without limitation, all environmental laws); (iii) maintain all licenses, permits or other approvals necessary for such Seller to conduct its business and to perform its obligations under the Program Documents, and shall conduct its business in accordance with any applicable Requirement of Law in all material respects; and (iv) keep adequate records and books of account necessary to produce financial statements that fairly present, in all material respects, the consolidated financial position and results of operations of the Sellers in accordance with GAAP consistently applied.

(b) Taxes. Each Seller and its Subsidiaries shall timely file all income and other material Tax returns that are required to be filed by them and shall timely pay all Taxes due and payable by them or imposed with respect to any of their property, except for any such Taxes the amount or validity of which is currently being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP. For purposes of the preceding sentence, a Tax return shall be considered to have been timely filed, and a Tax shall be considered to have been timely paid, if the late filing of such Tax return, or the late payment of such Tax, did not have a material adverse effect on the Sellers taken as a whole.

(c) Notice of Proceedings or Adverse Change. Each Seller shall give notice to Buyer or cause notice to be given to Buyer:

(i) promptly after a Responsible Officer of such Seller has knowledge of:

(A) the occurrence of any Default or Event of Default;

(B) any (a) default or event of default under any material Indebtedness of any Seller, (b) litigation, investigation, regulatory action or proceeding that is pending or threatened by or against any Seller in any federal or state court or before any Governmental Authority which is reasonably expected to have a Material Adverse Effect or constitute a Default or Event of Default, or (c) any Material Adverse Effect with respect to any Seller; or

(C) any litigation or proceeding that is pending or threatened against (a) any Seller in which the amount involved exceeds the Litigation Threshold and is not covered by insurance, or which is reasonably expected to have a Material Adverse Effect or (b) any litigation or proceeding that is pending or threatened in connection with any of the Repurchase Assets, which is reasonably expected to have a Material Adverse Effect;

(ii) as soon as reasonably possible, notice of any of the following events:

(A) a change in the insurance coverage required of any Seller pursuant to any Program Document, with a copy of evidence of same attached;

(B) any material change in accounting policies or financial reporting practices of any Seller; (C) promptly upon receipt of notice or knowledge of any Lien or security interest (other than security interests created hereby or under any other Program Document) on, or claim asserted against, any of the Repurchase Assets;
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(D) any Change in Control;

(E) any event, circumstance or condition that has resulted, or is reasonably expected to result, in a Material Adverse Effect; or

(F) upon any Seller becoming aware of any Control Failure or eNote Secured Party Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan or any eNote Replacement Failure or any Unauthorized Servicing Modification;

(iii) promptly, but no later than three (3) Business Days after any Seller receives notice of the same, the termination or suspension of approval of a Seller to sell (A) any Mortgage Loans to any Agency or (B) any Jumbo Mortgage Loans to an Approved Investor or third party purchaser; and

(iv) at Buyer’s request, the related Seller shall provide a true and correct summary of the portfolio performance including representation breaches, missing document breaches, repurchases due to fraud and early payment default requests based on (i) pending demands as of the end of each quarter including an estimate of the expected payments and/or losses in connection therewith; and (ii) actual repurchase demands paid during the fiscal year to date reported as a total. In addition, at Buyer’s request, the related Seller shall provide a true and correct summary of the volume of Mortgage Loans subject to other warehouse lines in excess of ninety (90) days.

(d) Financial Reporting. Each Seller shall maintain a system of accounting established and administered as necessary to produce financial statements that fairly present, in all material respects, the consolidated financial position and results of operations of the Sellers in accordance with GAAP consistently applied, and furnish to Buyer, with a certification on behalf of the Sellers by the president or chief financial officer of the Sellers with respect to the statements described in clauses (ii) and (iii) below, subject to year-end audit adjustments and a lack of footnotes, (the following hereinafter referred to as the “Financial Statements”):

(i) Within ninety (90) days after the close of each fiscal year, audited consolidated balance sheets and the related consolidated statements of income and retained earnings and of cash flows as at the end of, and for, such year for the Financial Reporting Group, setting forth in each case in comparative form the figures for the previous year, with an unqualified opinion thereon of an Approved CPA;

(ii) Within forty-five (45) days after the end of each fiscal quarter, the consolidated balance sheets and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Group as of, and for, such quarterly period(s), of the Financial Reporting Group, setting forth in each case in comparative form the figures for the previous year; (iii) Within forty-five (45) days after the end of each month, the consolidated balance sheets and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Group for such monthly period(s), of the Financial Reporting Group;

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(iv) Simultaneously with the furnishing of each of the Financial Statements to be delivered pursuant to subsection (i)‑(iii) above, a certificate in the form of Exhibit A to the Pricing Letter and certified by a Responsible Officer of the Sellers;

(v) If applicable, copies of any 10‑Ks, 10‑Qs, registration statements and other “corporate finance” SEC filings (other than 8‑Ks) by a Seller within five (5) Business Days of their filing with the SEC; provided, that, any Seller or any Affiliate will provide Buyer with a copy of the annual 10‑K filed with the SEC by such Seller or its Affiliates, no later than ninety (90) days after the end of the year;

(vi) Promptly, from time to time, such other information regarding the business affairs, operations and financial condition of each Seller as Buyer may reasonably request; and

(vii) At the end of each calendar month and as requested by Buyer from time to time in the ordinary course of business, the related Seller will furnish the following to Buyer with respect to Ginnie Mae Early Buyout Loans: (i) electronic Purchased Mortgage Loans performance data, including, without limitation, delinquency reports and volume information, broken down by product (i.e., delinquency, foreclosure and net charge off reports) and (ii) electronically, in a format mutually acceptable to Buyer, servicing information, including, without limitation, those fields reasonably requested by Buyer from time to time, on a loan by loan basis and in the aggregate, with respect to the Purchased Mortgage Loans serviced by such Seller or any Servicer for the month (or any portion thereof.

(e) Further Assurances. Each Seller shall execute and deliver to Buyer all further documents, financing statements, agreements and instruments, and take all further actions that may be required under any applicable Requirement of Law, or that Buyer may reasonably request, in order to effectuate the transactions contemplated by this Agreement and the Program Documents or, without limiting any of the foregoing, to grant, preserve, protect and perfect the validity and first‑priority of the security interests created or intended to be created hereby.

(f) True and Correct Information. All information, reports, exhibits, schedules, Financial Statements or certificates of each Seller or any of its Affiliates thereof or any of their officers furnished to Buyer hereunder and during Buyer’s diligence of each Seller will be true and complete in all material respects and will not omit to disclose any material facts necessary to make the statements herein or therein, in light of the circumstances in which they are made, not misleading. All required Financial Statements, information and reports delivered by each Seller to Buyer pursuant to this Agreement shall be prepared in accordance with GAAP, or as applicable, to SEC filings, the appropriate SEC accounting requirements.

(g) ERISA Events. No Seller shall and shall not permit any ERISA Affiliate to be in violation of any provision of Section 11(s) of this Agreement and no Seller shall be in violation of Section 11(v) of this Agreement.
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(h) Financial Condition Covenants. Rocket Seller shall comply with the Financial Condition Covenants set forth in the Pricing Letter.

(i) Hedging. Each Seller shall hedge their respective interest rate risk with respect to Mortgage Loans in accordance with their respective hedging policies. Each Seller shall deliver to Buyer, not later than 1:00 p.m. (New York City time) on each Monday, or if Monday is not a Business Day, on the next succeeding Business Day, a hedging report, in a form reasonably satisfactory to Buyer. Each Seller shall review their respective hedging policies periodically to confirm that they are being complied with in all material respects and are adequate to meet such Seller’s business objectives. Buyer may in its reasonable discretion request a current copy of each Seller’s hedging policies at any time.

(j) Servicer Approval. No Seller shall cause the Purchased Mortgage Loans to be serviced by any servicer other than a servicer expressly approved in writing by Buyer, which approval shall not unreasonably be withheld and which approval shall be deemed granted by Buyer with respect to the Servicer with the execution of this Agreement.

(k) Insurance. Each Seller or its Affiliates shall maintain Fidelity Insurance and errors and omissions insurance in respect of its officers, employees and agents in such amounts acceptable to the applicable Agency, FHA, VA or HUD. Each Seller shall maintain endorsements, for theft of warehouse lender money and collateral, naming Buyer as a loss payee under its Fidelity Insurance and under its errors and omissions insurance policy and for minimum amounts each as in place on the Effective Date as confirmed in writing by Sellers to Buyer. Sellers shall deliver prompt written notice to Buyer of any claim made for the theft of warehouse lender money or collateral which would qualify for coverage, or such a claim which it has submitted or intends to submit, under its Fidelity Insurance or errors and omissions insurance policy, including the amount of such claim.

(l) Books and Records. Each Seller shall collect and maintain and have available books and records in accordance with industry custom and practice for assets similar to the Purchased Mortgage Loans for each Purchased Mortgage Loan. Seller or the Servicer of the Purchased Mortgage Loans will maintain all such Records not in the possession of the Custodian in good and complete condition in all material respects in accordance with assets similar to the Purchased Mortgage Loans and exercise commercially reasonable efforts to preserve them against loss or destruction.

(m) Illegal Activities. No Seller shall engage in any conduct or activity that is reasonably likely to subject a material amount of its assets to forfeiture or seizure.

(n) Material Change in Business. No Seller shall make any material change in the nature of its business as carried on at the date hereof.

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(o) Limitation on Dividends, Distributions and Other Payments. If an Event of Default has occurred and is continuing due to a Seller’s failure to comply with Section 4(i), (iii) or (iv) of the Pricing Letter, no Seller shall 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 equity interest of such Seller, whether now or hereafter outstanding, or make any other distribution or dividend in respect of any of the foregoing or to any shareholder or equity owner of such Seller, either directly or indirectly, whether in cash or property or in obligations of such Seller or Seller or any of such Seller’s consolidated Subsidiaries. If a Margin Deficit exists, no Seller shall make any margin payments or other similar payments in respect of any warehouse, repurchase or other mortgage financing facilities, early purchase programs or as soon as pooled plus programs if notice of such payment was provided to a Seller subsequent to Buyer’s delivery of the Margin Call unless such Seller satisfies in full any Margin Deficit outstanding hereunder.

(p) Scheduled Indebtedness. Sellers shall give Buyer notice of all Indebtedness (other than Indebtedness evidenced by this Agreement) of Sellers existing as of the date of, and through the disclosure of outstanding Scheduled Indebtedness in, the compliance certificate attached as Exhibit A to the Pricing Letter, and any such list of Scheduled Indebtedness shall supersede and replace any previous list of Scheduled Indebtedness and Schedule 3 hereto, including for purposes of Section 11(n) hereof.

(q) Disposition of Assets; Liens. No Seller shall pledge, hypothecate or grant a security interest in or Lien on or otherwise encumber (except pursuant to the Program Documents) any of the Repurchase Assets, whether real, personal or mixed, now or hereafter owned, other than the Liens contemplated by this Agreement; nor shall any Seller sell, pledge, assign or transfer any of the Purchased Mortgage Loans except as permitted or contemplated hereunder or pursuant hereto.

(r) Transactions with Affiliates. No Seller shall 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 any Person listed in Schedule 2 hereto, so long as such Person is directly or indirectly one hundred percent (100%) owned by Rocket Seller and included in consolidated financial statements of Rocket Seller, (ii) such transaction is upon fair and reasonable terms no less favorable to Rocket 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 Rocket Seller’s business, (iv) such transaction is listed on Schedule 3 hereto, or (v) such transaction is a loan, guaranty or other transaction that would have been permitted under Section 11(n) if it had been made as a distribution.

(s) Organization. No Seller shall cause or permit any change to be made in its name, organizational identification number, or jurisdiction of organization, each as described in Section 11(h), unless it shall have provided Buyer thirty (30) days’ prior written notice of such change and shall have first taken all action required by Buyer for the purpose of perfecting or protecting the lien and security interest of Buyer established hereunder.

(t) Mortgage Loan Reports. Upon request of Buyer, each Seller will furnish to Buyer monthly electronic Mortgage Loan performance data, including, without limitation, a Mortgage Loan Schedule, delinquency reports, monthly stratification reports summarizing the characteristics of the Mortgage Loans, and, to the extent that such reports are able to be generated by Seller, pool analytic reports and static pool reports (i.e., foreclosure and net charge off reports).

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(u) HUD and FHA Matters. With respect to each Ginnie Mae Early Buyout Loan that is or was an FHA Loan, the Nominee shall be listed as the servicer on FHA Connection System and the Nominee to be identified as the mortgagee of record on such system under mortgagee number [***]. With respect to each Ginnie Mae Early Buyout Loan that is or was a VA Loan, the Nominee shall be listed as the servicer on the VALERI system and under payee vendor identification number [***]. With respect to each Ginnie Mae Early Buyout Loan that is or was a RD Loan, the Nominee shall be listed as the servicer and Nominee as the holding lender on the RD LINC system and record with RD under identification number [***]. All claims to HUD, VA and RD under such applicable numbers for remittance of amounts shall be directed to the Clearing Account.

(v) Approved Underwriting Guidelines. No Seller shall submit to Buyer for purchase, and Buyer shall have no obligation to purchase, any Mortgage Loan underwritten in accordance with underwriting guidelines, including amendments to Approved Underwriting Guidelines not expressly approved by Buyer, other than Approved Underwriting Guidelines and guidelines acceptable to the Agencies.

(w) Agency Approvals; Servicing. To the extent previously approved, each Seller shall maintain its status with Fannie Mae and Ginnie Mae as an approved lender and Freddie Mac as an approved seller/servicer, in each case in good standing (each such approval, an “Agency Approval”); provided, that should any Seller decide to no longer maintain an Agency Approval (as opposed to an Agency withdrawing an Agency Approval), (i) such Seller shall notify Buyer in writing, (ii) such Seller shall provide Buyer with written or electronic evidence that the Approved Mortgage Products are eligible for sale to another Approved Investor and (iii) Buyer shall be permitted to make changes to the eligibility criteria for Approved Mortgage Products affected thereby, including, without limitation, FICO scores, LTV requirements, Concentration Limits, Pricing Rates and Purchase Price Percentages. Should any Seller, for any reason, cease to possess all such applicable Agency Approvals to the extent necessary, such Seller shall so notify Buyer promptly in writing. Notwithstanding the preceding sentence and to the extent previously approved, each 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.

(x) Takeout Payments. With respect to each Purchased Mortgage Loan subject to a Takeout Commitment, the applicable Seller shall arrange that all payments under the related Takeout Commitment shall be paid directly to the Buyer or the Custodian, to the account specified in the Joint Account Control Agreement, dated as of March 22, 2010, or the Joint Securities Account Control Agreement, dated as of November 18, 2010, or to an account approved by the Buyer in writing prior to such payment.
(y) QM/ATR Reporting. Each Seller shall deliver to Buyer, with reasonable promptness upon Buyer’s reasonable request, copies of all requested documentation in connection with the underwriting and origination of any Purchased Mortgage Loan that evidences compliance with the Ability to Repay Rule and the QM Rule, as applicable.

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(z) Beneficial Ownership Certification. Each Seller shall at all times either (i) ensure that the applicable Seller has delivered to Buyer a Beneficial Ownership Certification, if applicable, and that, to the best of such Seller’s Executive Officers’ knowledge, the information contained therein is complete and correct or (ii) deliver to Buyer an updated Beneficial Ownership Certification within five (5) Business Days following the date on which the information contained in any previously delivered Beneficial Ownership Certification ceases, to the best of each Seller’s Executive Officers’ knowledge, to be complete and correct. Notwithstanding the preceding sentence, to the extent a Seller believes that it is excluded from the requirements of the Beneficial Ownership Regulation, such Seller may instead certify as such and provide the specific exclusion relied on.

(aa) MERS. Rocket Seller shall comply in all material respects with the rules and procedures of MERS in connection with the servicing of all Purchased Mortgage Loans that are registered with MERS and, with respect to Purchased Mortgage Loans that are eMortgage Loans, the maintenance of the related eNotes on the MERS eRegistry for as long as such Purchased Mortgage Loans are so registered.

SECTION 13. Events of Default

If any of the following events (each an “Event of Default”) occur, Buyer shall have the rights set forth in Section 14, as applicable:

(a) Payment Default. A Seller shall default in the payment of (i) any payment of Price Differential or Repurchase Price or to satisfy a Margin Deficit pursuant to the timeframes in Section 4(c) hereof under the terms of this Agreement, (ii) Expenses or fees and other amounts due and owing to Custodian (and such failure to pay Expenses or fees or other amounts to Custodian, as applicable, shall continue for more than [***]after notice thereof to a Seller) or (iii) any other Obligations, within [***] following receipt of notice of such default; or

(b) Representation and Warranty Breach. Any representation, warranty or certification made herein or in any other Program Document by a 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 [***] following the earlier of written notice or knowledge of an Executive Officer (other than the representations and warranties set forth in Schedule 1, which shall be considered solely for the purpose of determining the Market Value of the Purchased Mortgage Loans; unless (i) a Seller shall have made any such representations and warranties with actual knowledge that they were materially false or misleading at the time made; or (ii) any such representations and warranties have been determined in good faith by Buyer in its sole discretion to be materially false or misleading on a regular basis); or

(c) Immediate Covenant Default. The failure of any Seller to perform, comply with or observe any term, covenant or agreement applicable to such Seller, in any material respect, contained in any of Sections 12(a) (Preservation of Existence; Compliance with Law) only to the extent relating to maintenance of existence; (g) (ERISA Events); (h) (Financial Condition Covenants); (m) (Illegal Activities.); (n) (Material Change in Business); (o) (Limitation on Dividends and Distributions and Other Payments); (q) (Disposition of Assets; Liens); (s) (Organization); (w) (Agency Approvals; Servicing) only to the extent that an Agency has withdrawn the applicable Agency Approval of a Seller; or (x) (Takeout Payments); or (d) Additional Covenant Defaults.

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A Seller shall fail to observe or perform any other covenant or agreement applicable to such Seller and contained in this Agreement (and not identified in Section 13(c)) or any other Program Document in any material respect, and such failure to observe or perform shall continue unremedied for a period of [***] following the earlier of written notice or knowledge of an Executive Officer; or

(e) Judgments. A final judgment or judgments for the payment of money in excess of the Litigation Threshold in the aggregate shall be rendered against a Seller by one or more courts, administrative tribunals or other bodies having jurisdiction and the same shall not be satisfied, discharged (or provision shall not be made for such discharge) or bonded, or a stay of execution thereof shall not be procured, within [***] from the date of entry thereof, and such Seller shall not, within said period of [***], or such longer period during which execution of the same shall have been stayed or bonded, appeal therefrom and cause the execution thereof to be stayed during such appeal; or

(f) Reserved.

(g) Other Cross‑Default. Any “event of default” or any other default by a Seller under any Indebtedness to which any Seller is a party, in the aggregate, in excess of [***] outstanding, which has resulted in the acceleration of the maturity of such Indebtedness; provided, that such default shall be deemed cured automatically and without any action by Buyer or such Seller, if, within [***] after Sellers’ 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 note, indenture, loan agreement, guaranty, or other Indebtedness.

(h) Insolvency Event. An Insolvency Event shall have occurred with respect to any Seller; or

(i) Enforceability. For any reason, (A) 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 (B) 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; provided, that any such contest or action set forth in this clause (B) is first deemed by Buyer to be non-frivolous, in its sole good faith discretion; or

(j) Liens. Any Seller shall grant, or suffer to exist, any Lien on any Repurchase Asset (except any Lien in favor of Buyer); or at least one of the following fails to be true (A) the Repurchase Assets shall have been sold to Buyer, or (B) the Liens contemplated hereby are first priority perfected Liens on any Repurchase Assets in favor of Buyer; provided that, (i) solely with respect to Purchased Mortgage Loans, the Purchase Price of which, individually or in the aggregate, does not exceed [***], any of the foregoing is not cured within [***] following the earlier of written notice to, or knowledge of, an Executive Officer, and (ii) for all other Purchased Mortgage Loans, any of the foregoing is not cured within [***] following the earlier of written notice to, or knowledge of, an Executive Officer; or (k) Material Adverse Effect.

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A Material Adverse Effect shall occur as determined in the sole good faith discretion of Buyer; or

(l) Change in Control. A Change in Control (other than a Change in Control as set forth in subsection (d) of such definition; provided, that, no Obligations relating to Transactions entered into by One Reverse Seller remain outstanding at the time of such Change in Control) shall have occurred; or

(m) Going Concern. Sellers’ audited Financial Statements or notes thereto or other opinions or conclusions stated therein shall be qualified or limited by reference to the status of such Seller as a “going concern” or reference of similar import; or

(n) Reserved.

(o) Inability to Perform. An Executive Officer of any Seller shall admit in writing its inability to, or its intention not to, perform any of such Seller’s obligations.

SECTION 14. Remedies

(a) If an Event of Default occurs and is continuing, the following rights and remedies are available to Buyer; provided that an Event of Default shall be deemed to be continuing unless expressly waived by Buyer in writing.

(i) At the option of Buyer, exercised by written or electronic notice to Sellers (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the occurrence of an Insolvency Event of the Sellers), the Repurchase Date for each Transaction hereunder, if it has not already occurred, shall be deemed immediately to occur.
(ii) If Buyer exercises or is deemed to have exercised the option referred to in subsection (a)(i) of this Section,

(A) Each Seller’s obligations in such Transactions to repurchase all Purchased Mortgage Loans, at the Repurchase Price therefor on the Repurchase Date determined in accordance with subsection (a)(i) of this Section, (1) shall thereupon become immediately due and payable and (2) all Income paid after such exercise or deemed exercise shall be retained by Buyer and applied to the aggregate unpaid Repurchase Price and any other amounts owed by Sellers hereunder;

(B) to the extent permitted by any applicable Requirement of Law, the calculation of the Price Differential with respect to each such Transaction shall be changed as set forth in the definition of the Price Differential and the Repurchase Price shall be decreased as of any day by (i) any amounts actually in the possession of Buyer pursuant to clause (C) of this subsection, and (ii) any proceeds from the sale of Purchased Mortgage Loans applied to the Repurchase Price pursuant to subsection (a)(iv) of this Section; and

(C) all Income actually received by Buyer pursuant to Section 5 or otherwise shall be applied to the aggregate unpaid Obligations owed by Seller.

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(iii) Upon the occurrence of one or more Events of Default, Buyer shall have the right to obtain (A) a physical transfer of the servicing of the Purchased Mortgage Loans in accordance with Section 16(c) and (B) physical possession of all files of each Seller relating to the Purchased Mortgage Loans and the Repurchase Assets and all documents relating to the Purchased Mortgage Loans which are then or may thereafter come in to the possession of any Seller or any third party acting for any Seller (including any Servicer) and such 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 Mortgage Loans, Buyer shall have a right to obtain copies of such records and documents, rather than originals. Buyer shall be entitled to specific performance of all agreements of Sellers contained in the Program Documents.

(iv) At any time on the Business Day following notice to Sellers (which notice may be the notice given under subsection (a)(i) of this Section), in the event Sellers have not repurchased all Purchased Mortgage Loans, Buyer may (A) immediately sell, without demand or further notice of any kind, at a public or private sale, without any representations or warranties of Buyer and at such price or prices as is commercially reasonable, any or all Purchased Mortgage Loans and the Repurchase Assets subject to a such Transactions hereunder and apply the proceeds thereof to the aggregate unpaid Repurchase Prices and any other amounts owing by the Sellers hereunder or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Mortgage Loans, to give Sellers credit for such Purchased Mortgage Loans and the Repurchase Assets in an amount equal to the Market Value of the Purchased Mortgage Loans (provided that Buyer shall solicit at least three (3) third party bids) against the aggregate unpaid Repurchase Price and any other amounts owing by Sellers hereunder. The proceeds of any disposition of Purchased Mortgage Loans and the Repurchase Assets shall be applied to the Obligations and Buyer’s related expenses as determined by Buyer in its sole discretion.

(v) Each Seller shall 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 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, without limitation, the reasonable fees and expenses of counsel (including the 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 (including all fees, expenses and commissions) of Buyer entering into or terminating hedge transactions in connection with or as a result of an Event of Default, and (iii) 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.

(vi) Buyer shall have, in addition to its rights hereunder, any rights otherwise available to it under any other agreement or any applicable Requirement of Law.

(b) Buyer may exercise one or more of the remedies available hereunder immediately upon the occurrence and during the continuance of an Event of Default without notice to Sellers, except as otherwise provided in this Agreement. 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.
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(c) Each Seller recognizes that the market for the Purchased Mortgage Loans may not be liquid and as a result it may not be possible for Buyer to sell all of the Purchased Mortgage Loans on a particular Business Day, or in a transaction with the same purchaser, or in the same manner. In view of the nature of the Purchased Mortgage Loans, each Seller agrees that liquidation of any Purchased Mortgage Loan may be conducted in a private sale. Each Seller acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Buyer than if such sale were a public sale, and notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. Each Seller further agrees that it would not be commercially unreasonable for Buyer to dispose of any Purchased Mortgage Loan by using internet sites that provide for the auction or sale of assets similar to the Purchased Mortgage Loans, or that have the reasonable capability of doing so, or that match buyers and sellers of assets similar to the Purchased Mortgage Loans.

(d) Buyer may enforce its rights and remedies hereunder without prior judicial process or hearing, and each Seller hereby expressly waives, to the extent permitted by applicable law and absent any willful misconduct or gross negligence of Buyer, any defenses such Seller might otherwise have to require Buyer to enforce its rights by judicial process. Each Seller also waives, to the extent permitted by applicable law and absent any willful misconduct or gross negligence of Buyer, any defense (other than a defense of payment or performance) such Seller might otherwise have arising from the use of nonjudicial process, enforcement and sale of all or any portion of the Repurchase Assets, or from any other election of remedies. Each 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.

(e) To the extent permitted by any applicable Requirement of Law, each Seller shall be liable to Buyer for interest on any amounts owing by such Sellers hereunder, from the date such Seller becomes liable for such amounts hereunder until such amounts are (i) paid in full by such Seller or (ii) satisfied in full by the exercise of Buyer’s rights hereunder. Interest on any sum payable by a Seller to Buyer under this Section 14(e) shall be at a rate equal to the Post‑Default Rate.

(f) Without limiting the rights of Buyer hereto to pursue all other legal and equitable rights available to Buyer for a Seller’s failure to perform its obligations under this Agreement, each Seller acknowledges and agrees that the remedy at law for any failure to perform obligations hereunder would be inadequate and Buyer shall be entitled to seek specific performance, injunctive relief, or other equitable remedies in the event of any such failure. The availability of these remedies shall not prohibit Buyer from pursuing any other remedies for such breach, including the recovery of monetary damages.

(g) In the event that (i) an Event of Default occurred solely pursuant to Section 13(g), and (ii) such Event of Default under Section 13(g) has been cured in accordance with the terms thereof, Buyer shall be entitled to consummate any sale of Purchased Mortgage Loans with respect to which Buyer committed to sell following the occurrence of such Event of Default and before it was cured in accordance with and as otherwise permitted under this Section 14. Upon receipt of the related sale proceeds, Buyer shall apply such proceeds to the then-outstanding Obligations. Each Seller shall continue and remain responsible for any remaining Obligations outstanding after application of such sale proceeds.
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Notwithstanding the foregoing, absent the occurrence of any other Event of Default, Buyer hereby agrees that it shall not exercise remedies after the occurrence of an Event of Default under Section 13(g) if, and from the date, Buyer has received a Standstill Payment from Sellers; provided that if the Event of Default under Section 13(g) is not cured within fifteen (15) calendar days, Buyer may thereafter exercise all remedies in accordance with this Agreement and the Standstill Payment shall be applied to satisfy the Obligations. If Sellers cure the Event of Default under Section 13(g) within fifteen (15) calendar days as permitted thereunder and have provided evidence reasonably satisfactory to Buyer of such cure, and provided that no other Event of Default shall have occurred, Buyer shall remit any Standstill Payment it received back to such Seller.

SECTION 15. Indemnification and Expenses; Recourse

(a) Each Seller agrees to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify, on an after-Tax basis, any Indemnified Party against all third-party liabilities, losses, damages, and judgments, documented, actual, out-of-pocket costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, “Costs”), relating to or arising out of this Agreement (including, without limitation, as a result of a breach of Section 13(g), as a result of Buyer’s compliance with the provisions of Section 14(g) or any representation or warranty contained on Schedule 1), 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 the 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, each Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party, on an after-Tax basis, against all Costs and Taxes incurred as a result of or otherwise in connection with the holding of the Purchased Mortgage Loans or any failure by such Seller or Subsidiary thereof to pay when due any Taxes for which such Person is liable, that result from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with this Agreement, any Purchased Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Mortgage Loan, each Seller will save, indemnify on an after-Tax basis 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 or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by such 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 such Seller. Each Seller also agrees to reimburse an Indemnified Party promptly after billed by such Indemnified Party for all the Indemnified Party’s documented, actual, out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of Buyer’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.

(b) Each Seller agrees to pay promptly after billed by Buyer all of the reasonable, documented, actual, out‑of‑pocket costs and expenses reasonably incurred by Buyer in connection with (i) the development, preparation and execution of the Program Documents or any other documents prepared in connection herewith or therewith and (ii) any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith.
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Each Seller agrees to pay promptly after billed by Buyer all of the documented, actual, reasonable out‑of‑pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including without limitation search and filing fees and all the documented, actual, reasonable fees, disbursements and expenses of counsel to Buyer. Subject to the Due Diligence Cap, each Seller agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Mortgage Loans submitted by such Seller for purchase under this Agreement, including, but not limited to, those out of pocket costs and expenses incurred by Buyer pursuant to Sections 15(a) and 17 hereof.

(c) The obligations of Sellers from time to time to pay the Repurchase Price, the Price Differential, the Obligations and all other amounts due under this Agreement shall be full recourse obligations of the Sellers.

SECTION 16. Servicing

(a) As a condition of purchasing a Mortgage Loan, Buyer may require a Seller to service such Mortgage Loan as agent for Buyer for a term of thirty (30) days (the “Servicing Term”). If the Servicing Term expires with respect to any Purchased Mortgage Loan for any reason other than such Purchased Mortgage Loan no longer being subject to a Transaction hereunder, then upon agreement of Buyer, such Seller shall continue to service the Purchased Mortgage Loan for an additional thirty (30) days. Each thirty (30) day extension period shall automatically expire without notice unless Buyer agrees to any additional thirty (30) day extension period(s). The applicable Seller shall service the Purchased Mortgage Loans in accordance with prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and in accordance with all applicable requirements of the Agencies, Requirement of Law, the provisions of any applicable servicing agreement, and the requirements of any applicable Takeout Commitment and the Approved Investor, so that the eligibility of the Mortgage Loan for purchase under such Takeout Commitment is not voided or reduced by such servicing and administration.

(b) If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than a Seller and any interim servicer for correspondent loans (a “Subservicer”), or if the servicing of any Mortgage Loan is to be transferred to a Subservicer, Sellers shall provide a copy of the related servicing agreement and a Servicer Notice executed by such Subservicer (collectively, the “Servicing Agreement”) to Buyer prior to such Purchase Date or servicing transfer date, as applicable. Each such Servicing Agreement shall be in form and substance reasonably acceptable to Buyer. In addition, Sellers shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Mortgage Loans, which consent may not unreasonably be withheld or delayed; Reverse Mortgage Servicers, Inc. is approved by Buyer to subservice Mortgage Loans. In no event shall a Seller’s use of a Subservicer relieve such Seller of its obligations hereunder, and such Seller shall remain liable under this Agreement as if such Seller were servicing such Mortgage Loans directly.

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(c) Each Seller shall transfer actual servicing of each Purchased Mortgage Loan, together with all of the related Records in its possession, to Buyer’s designee and designate Buyer’s designee as the servicer in the MERS System upon the earliest of (i) the occurrence of a Default or Event of Default hereunder, (ii) the termination of a Seller as interim servicer by Buyer pursuant to this Agreement, (iii) the expiration (and non-renewal) of the Servicing Term, or (iv) transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity. Buyer shall have the right to terminate a Seller as interim servicer of any of the Purchased Mortgage Loans, which right shall be exercisable at any time in Buyer’s sole discretion, upon written notice. A Seller’s transfer of the Records and servicing under this Section shall be in accordance with customary standards in the industry 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”).

(d) During the period a Seller is servicing the Purchased Mortgage Loans as agent for Buyer, such Seller agrees that Buyer is the owner of the related Credit Files and Records and such Seller shall at all times maintain and safeguard and cause the Subservicer to maintain and safeguard the servicing records included in the Credit File for the Purchased Mortgage Loans (including photocopies or images of the documents delivered to Buyer) to the extent in their possession, and accurate and complete records of its servicing of the Purchased Mortgage Loan; a Seller’s possession of the servicing records included in the Credit Files and Records being for the sole purpose of servicing such Purchased Mortgage Loans and such retention and possession by such Seller being in a custodial capacity only.

(e) At Buyer’s request, Sellers shall promptly deliver to Buyer reports regarding the status of any Purchased Mortgage Loan being serviced by a Seller, which reports shall include, but shall not be limited to, a description of any default thereunder for more than thirty (30) days or such other circumstances that could cause a material adverse effect on such Purchased Mortgage Loan, Buyer’s title to such Purchased Mortgage Loan or the collateral securing such Purchased Mortgage Loan; Sellers may be required to deliver such reports until the repurchase of the Purchased Mortgage Loan by the applicable Seller. Sellers shall immediately notify Buyer if it becomes aware of any payment default that occurs under the Purchased Mortgage Loan or any default under any Servicing Agreement that would materially and adversely affect any Purchased Mortgage Loan subject thereto.

(f) Each Seller shall release its custody of the contents of the servicing records included in any Credit File or Mortgage File relating to a Purchased Mortgage Loan only (i) in accordance with the written instructions of Buyer, (ii) upon the consent of Buyer when such release is required as incidental to the applicable Seller’s servicing of the Purchased Mortgage Loan, is required to complete the Takeout Commitment or comply with the Takeout Commitment requirements, or (iii) as required by any applicable Requirement of Law.

(g) Buyer reserves the right to appoint a successor servicer at any time to service any Purchased Mortgage Loan (each a “Successor Servicer”) in its sole discretion. If Buyer elects to make such an appointment due to a Default or Event of Default, Sellers shall be assessed all costs and expenses incurred by Buyer associated with transferring the servicing of the Purchased Mortgage Loans to the Successor Servicer. In the event of such an appointment, Sellers shall perform all acts and take all action so that any part of the servicing records included in the Credit File and related Records held by Sellers, together with all funds in the Custodial Account and other receipts relating to such Purchased Mortgage Loan, are promptly delivered to Successor Servicer, and shall otherwise reasonably cooperate with Buyer in effectuating such transfer.
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Subject to the terms of any applicable servicing agreement, Sellers shall have no claim for lost servicing income, lost profits or other damages if Buyer appoints a Successor Servicer hereunder and the servicing fee is reduced or eliminated. For the avoidance of doubt any termination of the Servicer’s rights to service by the Buyer as a result of an Event of Default shall be deemed part of an exercise of the Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement.

(h) For the avoidance of doubt, no Sellers retains economic rights to the servicing of the Purchased Mortgage Loans provided that Sellers shall continue to service the Purchased Mortgage Loans hereunder as part of its Obligations hereunder. As such, each Seller expressly acknowledges that the Purchased Mortgage Loan are sold to Buyer on a “servicing released” basis.

SECTION 17. Due Diligence

Each Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage Loans, the Sellers, Settlement Agents, Approved Investors and other parties which may be involved in or related to Transactions (collectively, “Third Party Transaction Parties”), from time to time, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and the Sellers agree that upon reasonable (but not less than three (3) Business Days) prior notice to the Sellers, unless an Event of Default shall have occurred, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of the Sellers. The Sellers will use commercially reasonable efforts to cause Third Party Transaction Parties to cooperate with any due diligence requests of Buyer. Provided that no Event of Default has occurred and is continuing, Buyer agrees that it shall exercise best efforts, in the conduct of any such due diligence, to minimize any disruption to Sellers’ normal course of business. The Sellers shall also make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans and, once Sellers and Buyer establish mutually agreeable procedures for the handling and use by Buyer of Sellers’ confidential beneficial ownership information, Sellers shall ensure that Buyer has sufficient information relating to Sellers’ beneficial ownership for purposes of Buyer’s compliance with 31 C.F.R. § 1010.230. Without limiting the generality of the foregoing, each Seller acknowledges that Buyer may purchase Mortgage Loans from such Seller based solely upon the information provided by such Seller to Buyer in the Mortgage 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 Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re‑generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each 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 Mortgage Loans in the possession, or under the control, of Sellers.
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Each Seller further agrees to pay all out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 17 (the “Due Diligence Costs”); provided that no Seller shall be responsible for Due Diligence Costs in excess of the Due Diligence Cap; provided, however, that the Due Diligence Cap shall not apply upon the occurrence of a Default or Event of Default.

SECTION 18. Assignability

The rights and obligations of the parties under this Agreement and under any Transaction shall not be assigned by any Seller without the prior written consent of Buyer. Buyer may from time to time, with the consent of Sellers which shall not be unreasonably withheld or delayed (provided that no consent shall be required if any such assignment by Buyer is (x) to an Affiliate of Buyer that is licensed with the State of New York Banking Department or (y) after the occurrence of an Event of Default), assign all or a portion of its rights and obligations under this Agreement and the Program Documents to any party pursuant to an executed assignment and acceptance by Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned. Upon such assignment, (a) such assignee shall be a party hereto and to each Program Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Buyer hereunder, and (b) Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Program Documents. Subject to the foregoing, this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Agreement express or implied, shall give to any Person, other than the parties to this Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Agreement. Unless otherwise stated in the Assignment and Acceptance, Sellers shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may distribute to any prospective assignee any document or other information delivered to Buyer by Sellers; provided that any such prospective assignee shall execute a confidentiality agreement containing confidentiality provisions substantially similar to those set forth in Section 31 hereof.

Buyer may sell participations to one or more Persons in or to all or a portion of its rights and obligations under this Agreement; provided, however, that (i) Buyer’s obligations under this Agreement shall remain unchanged, (ii) Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) Sellers 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 except as provided in Section 7; and (iv) the holder of such participation and its respective Affiliates shall not be entitled to the set off rights set forth in this Agreement, including, without limitation, in Section 22 and shall not be entitled to conduct due diligence under Section 17, except through Buyer as its representative.

Buyer may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 18, disclose to the assignee or participant or proposed assignee or participant, as the case may be, and in accordance with Section 31 hereof, this Agreement and the other Program Documents and any information relating to a Seller or any of its Subsidiaries or to any aspect of the Transactions that has been furnished to Buyer by or on behalf of a Seller or any of its Subsidiaries; provided that such assignee or participant agrees to hold such information subject to the confidentiality provisions of this Agreement.
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In the event Buyer assigns all or a portion of its rights and obligations under this Agreement, the parties hereto agree to negotiate in good faith an amendment to this Agreement to add agency provisions similar to those included in agreements for similar syndicated repurchase facilities.

SECTION 19. Transfer and Maintenance of Register.

(a) Subject to acceptance and recording thereof pursuant to Section 19(b), from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of Buyer under this Agreement. Any assignment or transfer by Buyer of rights or obligations under this Agreement that does not comply with this Section 19 shall be treated for purposes of this Agreement as a sale by such Buyer of a participation in such rights and obligations in accordance with Sections 18 and 19(b) hereof.

(b) Buyer, on Sellers’ behalf, shall maintain a register (the “Register”) on which it will record Buyer’s percentage of rights hereunder, and each Assignment and Acceptance and participation. The Register shall include the names and addresses of Buyer (including all assignees, successors and participants) and the percentage or portion of such rights and obligations assigned. Failure to make any such recordation, or any error in such recordation shall not affect Sellers’ obligations in respect of such rights. If Buyer sells a participation in its rights hereunder, it shall provide Sellers the information described in this paragraph and permit Sellers to review such information.

SECTION 20. Hypothecation or Pledge of Purchased Mortgage Loans

Title to all Purchased Mortgage Loans and Repurchase Assets shall pass to Buyer and Buyer shall have free and unrestricted use of all Purchased Mortgage Loans, subject to the terms of this Agreement. Nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Mortgage Loans or otherwise pledging, repledging, transferring, hypothecating, or rehypothecating the Purchased Mortgage Loans to any Person, including without limitation, the Federal Home Loan Bank. Nothing contained in this Agreement shall obligate Buyer to segregate any Purchased Mortgage Loans delivered to Buyer by Sellers. Notwithstanding any of the foregoing to the contrary, unless an Event of Default shall have occurred and be continuing, none of the foregoing shall relieve Buyer of its obligations to transfer Purchased Mortgage Loans to Seller pursuant to this Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Sellers pursuant to this Agreement.

Buyer may, in connection with any repurchase transaction or proposed repurchase transaction pursuant to this Section 20, disclose to the repledgee or proposed repledgee, as the case may be, this Agreement and the other Program Documents and any information relating to a Seller or any of its Subsidiaries or to any aspect of the Transactions that has been furnished to Buyer by or on behalf of Sellers or any of their Subsidiaries; provided that such repledgee agrees to hold such information subject to the confidentiality provisions of this Agreement.
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SECTION 21. Tax Treatment

Notwithstanding anything to the contrary in this Agreement or any other Program Documents, each party to this Agreement acknowledges that it is its intent for U.S. federal, state and local income and franchise tax purposes to treat each Transaction as indebtedness of Sellers that is secured by the Purchased Mortgage Loans and the Purchased Mortgage Loans as owned by Sellers in the absence of a Default by Sellers. All parties to this Agreement agree to such treatment and agree to take no action inconsistent with this treatment, unless required by any Requirement of Law (in which case such party shall promptly notify the other party of such Requirement of Law).

SECTION 22. Set‑Off

In addition to any rights and remedies of Buyer hereunder and by law, Buyer shall have the right, without prior notice to the Sellers (except for such notice as may be required in connection with certain Events of Default), any such notice being expressly waived by the Sellers to the extent permitted by applicable law, upon any amount becoming due and payable by Sellers hereunder beyond the expiration of any related cure period (whether by stated maturity, by acceleration or otherwise)to set‑off and appropriate and apply against any Obligation from the Sellers to Buyer any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other obligation (including to return excess margin), credits, indebtedness or claims or cash, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by or due from Buyer to or for the credit or the account of Sellers. Buyer agrees promptly to notify the Sellers 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.

Buyer shall at any time have the right, in each case until such time as Buyer determines otherwise, to retain, to suspend payment or performance of, or to decline to remit, any amount or property that Buyer would otherwise be obligated to pay, remit or deliver to Sellers hereunder if an Event of Default or Default has occurred.

SECTION 23. Terminability

Each representation and warranty made or deemed to be made by entering into a Transaction, herein or pursuant hereto shall survive the making of such representation and warranty, and Buyer shall not be deemed to have waived any Default that may arise because any such representation or warranty shall have proved to be false or misleading, notwithstanding that Buyer may have had notice or knowledge or reason to believe that such representation or warranty was false or misleading at the time the Transaction was made. Notwithstanding any termination or the occurrence of an Event of Default, all of the representations and warranties and covenants hereunder shall continue and survive. The obligations of the Sellers under Section 15 hereof shall survive the termination of this Agreement.

SECTION 24. Notices and Other Communications
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Except as otherwise expressly permitted by this Agreement, all notices, requests and other communications provided for herein (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) delivered to the intended recipient at the addresses set forth below. 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 notified in writing by a Responsible Officer of the respective Person. Except as otherwise provided in this Agreement and except for notices given under Section 3 (which shall be effective only on receipt), all such communications shall be deemed to have been duly given when transmitted electronically or personally delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as aforesaid.

If to Rocket Seller:

Rocket Mortgage, LLC
1050 Woodward Avenue
Detroit, Michigan, 48226
Attention: Panayiotis “Pete” Mareskas, Treasurer
Phone Number: [***]
Fax Number: [***]
Email: [***]
With a copy to:
Rocket Mortgage, LLC
1050 Woodward Avenue
Detroit, Michigan, 48226
Attention: Amy Bishop
Telephone: [***]
Facsimile: [***]
Email: [***]

If to One Reverse Seller:

One Reverse Mortgage, LLC
1050 Woodward Avenue
Detroit, Michigan 48226
Attention: Brian Brown and Amy Bishop

If to Buyer:
UBS AG
11 Madison Avenue, 8th Floor
New York, NY 10010
Attention: Kathleen Donovan
Telephone: [***]
Email: [***]

With a copy to:
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Chad Eisenberger
Executive Director & Counsel
UBS Business Solutions LLC
11 Madison Avenue
New York, NY 10010
Phone: [***]
Email: [***]

And:

[***]

SECTION 25. Use of the Warehouse Electronic System and other electronic media

Each Seller and Buyer acknowledges and agrees that certain transactions mutually agreed upon by the parties may be conducted electronically using Electronic Records and/or Electronic Signatures. Each Seller and Buyer consents to the use of Electronic Records and/or Electronic Signatures whenever expressly mutually agreed by the parties and acknowledges and agrees that each Seller and Buyer shall be bound by its Electronic Signature and by the terms, conditions, requirements, information and/or instructions contained in any such Electronic Records. In particular, each Seller and Buyer agree that the documents in the Mortgage File with respect to which a Seller is permitted to deliver a copy, Sellers may deliver such documents electronically through a secure electronic portal established by Sellers and Custodian to which only the Custodian, Buyer and Sellers shall have access (the “Portal”). Buyer and Sellers hereby acknowledge that such documents delivered pursuant to the foregoing are deemed to be in Custodian’s possession for the purpose of issuing the Trust Receipt, all as provided in the Custodial Agreement.

Each Seller and Buyer agrees to adopt as its Electronic Signature its user identification codes, passwords, personal identification numbers, access codes, a facsimile image of a written signature and/or other symbols or processes as agreed to by Sellers and Buyer from time to time (as a group, any subgroup thereof or individually, hereinafter referred to as a Seller’s or Buyer’s Electronic Signature). Each Seller and Buyer acknowledges that Buyer and Sellers will rely on any and all Electronic Records and on a Seller’s and Buyer’s Electronic Signature transmitted or submitted to Buyer or Sellers.

Neither Sellers nor Buyer shall be liable for the failure of either its or Sellers’ or Buyer’s internet service provider, or any other telecommunications company, telephone company, satellite company or cable company to timely, properly and accurately transmit any Electronic Record or fax copy.

Before engaging in Electronic Transactions with Sellers, Buyer may provide Sellers, or require Sellers to create, user identification codes, passwords, personal identification numbers and/or access codes, as applicable, to permit access to Buyer’s computer information processing system. Each Person permitted access to the Warehouse Electronic System must have a separate identification code and password. Each Seller and Buyer shall be fully responsible for protecting and safeguarding any and all user identification codes, passwords, personal identification numbers and access codes provided or required by Buyer.
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Each Seller and Buyer shall adopt and maintain security measures to prevent the loss, theft or unauthorized or improper disclosure or use of any and all user identification codes, passwords, personal identification numbers and/or access codes by Persons other than the individual Person who is authorized to use such information. Each Seller and Buyer shall notify the other parties immediately in the event (i) of any loss, theft or unauthorized disclosure or use of any of the user identification codes, passwords, personal identification numbers and/or access codes or (ii) any party has any reason to believe there has been a breach of security or that its access to Warehouse Electronic System is no longer secure for any reason.

Each Seller and Buyer understands and agrees that it shall be fully responsible for protecting and safeguarding its computer hardware and software from any and all (a) computer “viruses,” “time bombs,” “trojan horses” or other harmful computer information, commands, codes or programs that may cause or facilitate the destruction, corruption, malfunction or appropriation of, or damage or change to, any of Sellers’ or Buyer’s computer information processing systems, including without limitation, all hardware, software, Electronic Records, information, data and/or codes and (b) computer “worms,” “trap doors” or other harmful computer information, commands, codes or programs that enable unauthorized access to Sellers’ and/or Buyer’s computer information processing systems, including without limitation, all hardware, software, Electronic Records, information, data and/or codes.

Each Seller and Buyer agrees that any other party may, in its sole discretion and from time to time, without limiting such Seller’s or Buyer’s liability set forth herein, establish minimum security standards that such Seller and Buyer must, at a minimum, comply with in an effort to (x) protect and safeguard any and all user identification codes, passwords, personal identification numbers and/or access codes from loss, theft or unauthorized disclosure or use; and (y) prevent the infiltration and "infection" of any Seller’s or Buyer’s hardware and/or software by any and all computer “viruses,” “time bombs,” “trojan horses,” “worms,” “trapdoors” or other harmful computer codes or programs.

If Buyer or Sellers, from time to time, establishes minimum security standards, each Seller and Buyer shall comply with such minimum security standards within the time period established by Buyer or such Seller, as applicable. Buyer and each Seller shall have the right to confirm each other party’s compliance with any such minimum security standards. Each Seller’s and Buyer’s compliance with such minimum security standards shall not relieve such Seller or Buyer from any of its liability set forth herein.

Whether or not Buyer or a Seller establishes minimum security standards, each Seller and Buyer shall continue to be fully responsible for adopting and maintaining security measures that are consistent with the risks associated with conducting electronic transactions with Buyer and the Sellers. A Seller’s failure to adopt and maintain appropriate security measures or to comply with any minimum security standards established by Buyer may result in, among other things, termination of such Seller’s access to Buyer’s computer information processing systems.

Each Seller understands and agrees that certain elements or components of the Warehouse Electronic System may be provided by third party vendors, and hereby holds Buyer harmless from any liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against a Seller relating to or arising out of a Seller’s use of the Warehouse Electronic System including without limitation, the use of any elements or components provided by third party vendors.
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SECTION 26. Entire Agreement; Severability; Single Agreement

This Agreement, together with the Program Documents, constitute the entire understanding between Buyer and Sellers with respect to the subject matter they cover and shall supersede any existing agreements between the parties containing general terms and conditions for repurchase transactions involving Purchased Mortgage Loans. By acceptance of this Agreement, Buyer and Sellers each acknowledges that they have not made, and are not relying upon, any statements, representations, promises or undertakings not contained in the Program Documents. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

Buyer and Sellers 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 that each has been entered into in consideration of the other Transactions. Accordingly, each of Buyer and the Sellers agrees (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, subject to Section 22, Buyer shall be entitled to set off claims and apply property held by it in respect of any Transaction against obligations owing to it in respect of any other Transaction hereunder; (iii) that payments, deliveries, and other transfers made by either 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 Transactions hereunder, and the obligations to make any such payments, deliveries, and other transfers may be applied against each other and netted and (iv) to promptly provide notice to the other after any such set off or application.

SECTION 27. Governing Law

THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE EFFECTIVENESS, VALIDITY AND ENFORCEABILITY OF ELECTRONIC CONTRACTS, OTHER RECORDS, ELECTRONIC RECORDS AND ELECTRONIC SIGNATURES USED IN CONNECTION WITH ANY ELECTRONIC TRANSACTION BETWEEN BUYER AND SELLERS SHALL BE GOVERNED BY E-SIGN.

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SECTION 28. Submission to Jurisdiction; Waivers

BUYER AND THE SELLERS HEREBY IRREVOCABLY AND UNCONDITIONALLY:
(i) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER PROGRAM DOCUMENTS, 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;

(ii) 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;

(iii) 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 24 HEREOF OR AT SUCH OTHER ADDRESS OF WHICH THE OTHER PARTY SHALL HAVE BEEN NOTIFIED;

(iv) 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; AND

(v) HEREBY IRREVOCABLY WAIVES, 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.

SECTION 29. No Waivers, Etc.

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 privilege under any Program Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any Program Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. An Event of Default shall be deemed to be continuing unless expressly waived by Buyer in writing.

SECTION 30. Netting
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If Buyer and any Seller are “financial institutions” as now or hereinafter defined in Section 4402 of Title 12 of the United States Code (“Section 4402”) and any rules or regulations promulgated thereunder (a) all amounts to be paid or advanced by one party to or on behalf of the other under this Agreement or any Transaction hereunder shall be deemed to be “payment obligations” and all amounts to be received by or on behalf of one party from the other under this Agreement or any Transaction hereunder shall be deemed to be “payment entitlements” within the meaning of Section 4402, and this Agreement shall be deemed to be a “netting contract” as defined in Section 4402; (b) the payment obligations and the payment entitlements of the parties hereto pursuant to this Agreement and any Transaction hereunder shall be netted as follows. In the event that either party (the “Defaulting Party”) shall fail to honor any payment obligation under this Agreement or any Transaction hereunder, the other party (the “Nondefaulting Party”) shall be entitled to reduce the amount of any payment to be made by the Nondefaulting Party to the Defaulting Party by the amount of the payment obligation that the Defaulting Party failed to honor.

SECTION 31. Confidentiality

Buyer and the Sellers hereby acknowledge and agree that all written or computer‑readable information provided by one party to any other regarding the terms set forth in any of the Program Documents or the Transactions contemplated thereby or regarding any other confidential or proprietary information of a party (the “Confidential Terms”) shall be kept confidential and shall 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 or agents, provided that such attorneys or accountants are informed of the confidential nature of such information and the disclosing party is responsible for their breach of these confidentiality provisions, (ii) disclosure of such information is required 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 this covenant, (iv) disclosure is made to any approved hedge counterparty to the extent necessary to obtain any hedging arrangement, (v) any such disclosure is made in connection with an offering of securities, (vi) such disclosures are made by Buyer to any assignee or participant or proposed assignee or participant, as contemplated under Section 18 hereof (the Persons identified in clauses (iv) and (vi), the “Buyer Third-Party Recipients”), (vii) such disclosures are made to lenders or prospective lenders to either Seller, buyers or prospective buyers of either Seller’s business, sellers or prospective sellers of businesses to either Seller and their counsel, accountants, representatives and agents, (viii) disclosures are made in either Seller’s financial statements or footnotes, (ix) in the event of an Event of Default, Buyer determines such information to be necessary or desirable to disclose in connection with the marketing and sales of the Purchased Mortgage Loans or otherwise to enforce or exercise Buyer’s rights hereunder and (x) by Buyer in connection with any marketing material undertaken by Buyer after the occurrence and during the continuance of an Event of Default; provided that, in the case of clauses (iv) and (vii), (A) such Buyer Third-Party Recipient receiving the disclosure agrees to be bound by this covenant of confidentiality, or is otherwise subject to confidentiality restrictions no less strict than those set forth in this Section 31 and (B) other than during the occurrence and continuation of an Event of Default, with respect to Confidential Information or Confidential Terms consisting of (x) non-public financial information of the Sellers, including, without limitation, the contents of the financial reporting exhibits and schedules attached to this Agreement containing an MNPI legend affixed by the Sellers (as may be modified from time to time by the Sellers), (y) non-public personal information (as defined in Title V of the Gramm-Leach-Bliley Financial Services Modernization Act of 1999) of an obligor with respect to a Mortgage Loan, unless sharing such information is permitted under applicable law and (z) non-public, non-financial information pertaining to the Sellers that either (1) relates to developments or strategic initiatives, including but not limited to potential or actual acquisitions, divestitures and other strategic transactions, partnerships or initiatives; material or new product developments; material changes in management or organizational structure, material investigations or non-routine examinations from regulators and any other developments which materially affect the Sellers’ financial condition or prospects, or (2) is designated in writing by the Sellers as constituting material non-public information, in each case, such Confidential Information or Confidential Terms in clauses (x)-(z) shall not be shared with a Buyer Third-Party Recipient without advance written notice to the Sellers.
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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 in the previous paragraph, no party may disclose the name of or identifying information with respect to the Sellers, Buyer, their Affiliates or any other Indemnified Party, or any pricing terms (including, without limitation, the Pricing Rate, Warehouse Fees 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 the Transactions, without the prior written consent of the other parties. The provisions set forth in this Section 31 shall survive the termination of this Agreement.

Notwithstanding anything in this Agreement to the contrary, Buyer and each 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 Mortgage Loans and/or any applicable terms of this Agreement (the “Confidential Information”). Each of Seller and Buyer understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Gramm-Leach-Bliley Act (the “GLB Act”), and Sellers and Buyer each agree to maintain such nonpublic personal information that it receives hereunder in accordance with the applicable provisions of the GLB Act and other applicable federal and state privacy laws. Each Seller and Buyer shall implement such physical and other security measures as shall be necessary to comply, in all material respects, with the applicable Requirements of Law with respect to (a) the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of the other parties which it holds (b) threats or hazards to the security and integrity of such nonpublic personal information, and (c) unauthorized access to or use of such nonpublic personal information. Upon request, each Seller and Buyer will provide evidence to the other parties reasonably satisfactory to allow the other parties to confirm that such party has satisfied its obligations as required under this Section. Without limitation, this may include review of audits, summaries of test results, and other equivalent evaluations of the applicable party.
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Each 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. Each Seller and Buyer shall provide such notice to the other parties by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.

SECTION 32. Intent

(a) The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 of the Bankruptcy Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the Bankruptcy Code and that the pledge of the Repurchase Assets constitutes “a security agreement 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 parties further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a).

(b) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 and Section 559 under the Bankruptcy Code. It is understood that either party’s right to liquidate Purchased Mortgage Loans delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Section 14 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the Bankruptcy Code, as amended; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5).

(c) The parties hereby agree that any provisions hereof or in any other document, agreement or instrument that is related in any way to the servicing of the Purchased Mortgage Loans shall be deemed “related to” this Agreement within the meaning of Sections 101(38A)(A) and 101(47)(A)(v) of the Bankruptcy Code and part of the “contract” as such term is used in Section 741 of the Bankruptcy Code.

(d) The parties agree and acknowledge 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,” a “repurchase agreement” and a “securities contract” as such terms are defined in FDIA and any rules, orders or policy statements 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 (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA).
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(f) Each party intends that this Agreement constitutes and shall be construed and interpreted as a “master netting agreement” within the meaning of and as such terms are used in Section 561 of the Bankruptcy Code and each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

SECTION 33. Disclosure Relating to Certain Federal Protections

The parties acknowledge that they have been advised that (a) in the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission (“SEC”) under Section 15 of the Securities Exchange Act of 1934 (“1934 Act”), the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 (“SIPA”) do not protect the other party with respect to any Transaction hereunder and (b) in the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable.

SECTION 34. CONFLICTS

In the event of any conflict between the terms of this Agreement, any other Program Document and any Confirmation, the documents shall control in the following order of priority: first, the terms of the Confirmation shall prevail, then the terms of this Agreement shall prevail, and then the terms of the other Program Document shall prevail.

SECTION 35. Miscellaneous

(a) 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. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile shall be effective as delivery of a manually executed original counterpart of this Agreement. The parties agree that this Agreement, any addendum or amendment hereto or any other document necessary for the consummation of the transaction contemplated by this Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the E-Sign, the 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 providers, as long as such service providers use system logs and audit trails that establish a temporal and process link between the presentation of identity documents and the electronic signing, together with identifying information that can be used to verify the electronic signature and its attribution to the signer’s identity and evidence of the signer’s agreement to conduct the transaction electronically and of the signer’s execution of each electronic signature.
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(b) Captions. The captions and headings appearing herein are for included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.

(c) Acknowledgment. Each Seller hereby acknowledges that (i) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Program Documents; (ii) Buyer has no fiduciary relationship to any Seller; and (iii) no joint venture exists between Buyer and Seller.

(d) Documents Mutually Drafted. Sellers and Buyer agree that this Agreement each other Program Document prepared in connection with the Transactions set forth herein have been mutually drafted and negotiated by each party, and consequently such documents shall not be construed against either party as the drafter thereof.

(e) Amendments. This Agreement and each other Program Document may be amended from time to time, only by prior written agreement of Buyer and the Sellers and Mortgage Loans sold to Buyer after the effective date shall be governed by the revised Agreement. Any provision of the Program Documents imposing any obligation on any Seller or granting rights to Buyer may be waived by Buyer.

(f) Acknowledgement of Anti Predatory Lending Policies. Buyer has in place internal policies and procedures that expressly prohibit its purchase of any High Cost Mortgage Loan.

(g) Authorizations. Any of the persons whose signatures and titles appear on Schedule 2 are authorized, acting singly, to act for the applicable Seller under this Agreement. Any of the persons whose titles appear on Schedule 2 are authorized, acting singly, to act for Buyer under this Agreement.

(b) Captions. The captions and headings appearing herein are for included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.

(c) Acknowledgment. Each Seller hereby acknowledges that (i) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Program Documents; (ii) Buyer has no fiduciary relationship to any Seller; and (iii) no joint venture exists between Buyer and Seller.

(d) Documents Mutually Drafted. Sellers and Buyer agree that this Agreement each other Program Document prepared in connection with the Transactions set forth herein have been mutually drafted and negotiated by each party, and consequently such documents shall not be construed against either party as the drafter thereof.

(e) Amendments. This Agreement and each other Program Document may be amended from time to time, only by prior written agreement of Buyer and the Sellers and Mortgage Loans sold to Buyer after the effective date shall be governed by the revised Agreement. Any provision of the Program Documents imposing any obligation on any Seller or granting rights to Buyer may be waived by Buyer.
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(f) Acknowledgement of Anti Predatory Lending Policies. Buyer has in place internal policies and procedures that expressly prohibit its purchase of any High Cost Mortgage Loan.

(g) Authorizations. Any of the persons whose signatures and titles appear on Schedule 2 are authorized, acting singly, to act for the applicable Seller under this Agreement. Any of the persons whose titles appear on Schedule 2 are authorized, acting singly, to act for Buyer under this Agreement.

SECTION 36. General Interpretive Principles
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender; (b) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles; (c) references herein to “Articles”, “Sections”, “Subsections”, “Paragraphs”, and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement; (d) a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions; (e) the words “herein”, “hereof”, “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision; (f) the term “include” or “including” shall mean without limitation by reason of enumeration; (g) all times specified herein or in any other Program Document (unless expressly specified otherwise) are local times in New York, New York unless otherwise stated; and (h) all references herein or in any Program Document to “good faith” means good faith as defined in Section 201(b)(20) of the UCC as in effect in the State of New York.

SECTION 37. Joint and several

(a) Rocket Seller shall be jointly and severally liable for the rights, covenants, obligations and warranties and representations of One Reverse Seller and the actions of any Person (including another Seller) or third party shall in no way affect such joint and several liability. Rocket Seller acknowledges and agrees that Buyer shall have no obligation to proceed against One Reverse Seller before proceeding against Rocket Seller. Rocket Seller hereby waives any defense to its obligations under this Agreement or any other Program Document based upon or arising out of the disability or other defense or cessation of liability of Rocket Seller or One Reverse Seller versus the other.

(b) One Reverse Seller shall be severally but not jointly liable for the rights, covenants, obligations and warranties and representations as containing herein and the actions of any Person (including such other Seller) or third party shall in no way affect such several liability.

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(c) Notwithstanding the foregoing, each Seller acknowledges and agrees that a Default of an Event of Default is hereby considered a Default or an Event of Default by each Seller.

SECTION 38. AMENDMENT AND RESTATEMENT

The terms and provisions of the Existing Repurchase Agreement shall be amended and restated in their entirety by the terms and provisions of this Agreement and shall supersede all provisions of the Existing Repurchase Agreement as of the date hereof. From and after the date hereof, all references made to the Existing Repurchase Agreement in any Program Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement.
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[THIS SPACE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date set forth above.

BUYER:


UBS AG


By:_______________________________________
Name:
Title:



By:_______________________________________
Name:
Title:


SELLERS:


ROCKET MORTGAGE, LLC


By:_______________________________________
Name:
Title:



ONE REVERSE MORTGAGE, LLC


By:_______________________________________
Name:
Title:

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SCHEDULE 1
REPRESENTATIONS AND WARRANTIES

Each Seller represents and warrants to Buyer, with respect to each Mortgage Loan (other than with respect to a Ginnie Mae Early Buyout Loan) that is subject to a Transaction hereunder, that as of the Purchase Date for the purchase of any Purchased Mortgage Loans by Buyer from Sellers and as of each date such Mortgage Loan (other than with respect a Ginnie Mae Early Buyout Loan) is subject to a Transaction hereunder, that the following are true and correct.

(a) Mortgage Loans as Described. The information set forth in the Mortgage Loan Schedule is complete, true and correct in all material respects as of the Purchase Date.

(b) Payments Current. No payment required under the Mortgage Loan is thirty (30) days or more delinquent nor has any payment under the Mortgage Loan (other than a Ginnie Mae Modified Loan) been thirty (30) days or more delinquent at any time since the origination of the Mortgage Loan; and, if the Mortgage Loan is a Co-op Loan, no foreclosure action or private or public sale under the Uniform Commercial Code has ever to the knowledge of any Sellers, been threatened or commenced with respect to the Co-op Loan.

(c) Origination Date. Unless otherwise extended by Buyer and other than with respect to a Ginnie Mae Modified Loan, the initial Purchase Date is no more than sixty (60) days following the origination date of the Mortgage Note.

(d) Approved Underwriting Guidelines. The Mortgage Loan was underwritten in accordance with the Approved Underwriting Guidelines in effect at the time of origination of the Mortgage Loan.

(e) No Outstanding Charges. Other than with respect to a Ginnie Mae Modified Loan, 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 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. Other than with respect to a Ginnie Mae Modified Loan, no Seller has advanced funds with respect to each Mortgage Loan that is not a HECM Loan, 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 Mortgage Loan, except for interest accruing from the date of the Mortgage Note or date of disbursement of the Mortgage Loan proceeds, whichever is earlier, to the day which precedes by one (1) month the Due Date of the first installment of principal and interest.






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(f) Original Terms Unmodified. Other than with respect to a Ginnie Mae Modified Loan, the terms of the Mortgage Note (and the Proprietary Lease, the Assignment of Proprietary Lease and Stock Power with respect to each Co-op Loan) 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 Mortgage 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 its terms are reflected on the Mortgage 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 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 Mortgage Loan Schedule. Each Ginnie Mae Modified Loan has been modified in accordance with the Ginnie Mae Guidelines.

(g) No Defenses. The Mortgage Loan (and the Assignment of Proprietary Lease related to each Co-op Loan) is not subject to any right of rescission, set‑off, counterclaim or defense, including without limitation the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage or with respect to a Ginnie Mae Modified Loan, the terms of the Modification Agreement, or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage or with respect to a Ginnie Mae Modified Loan, the Modification Agreement unenforceable, in whole or in part, or subject to any right of rescission, set‑off, counterclaim or defense, including without limitation the defense of usury, and no such right of rescission, set‑off, 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 the time the Mortgage Loan was originated or with respect to a Ginnie Mae Modified Loan, at the time the Modification Agreement was entered into.

(h) 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 or HUD guidelines, as well as all additional requirements set forth in the Approved Underwriting Guidelines. If required by the National Flood Insurance Act of 1968, as amended, and the Flood Disaster Protection Act of 1973, as amended, each Mortgage 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 or HUD guidelines. All individual insurance policies contain a standard mortgagee clause naming a 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 the hazard insurance policy 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 in full force and effect. No Seller has 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 such 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 such Seller, in any case, to the extent it would impair coverage under any such policy.

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(i) Compliance with Applicable Laws. 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 Mortgage 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. Each Seller shall maintain in its possession, available for Buyer’s inspection, evidence of compliance with all requirements set forth herein.

(j) No Satisfaction of Mortgage. The Mortgage has not been satisfied, canceled, subordinated or rescinded, in whole or, other than with respect to a Ginnie Mae Modified Loan, in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or, other than with respect to a Ginnie Mae Modified Loan, in part, nor has any instrument been executed that would affect any such release, 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 Mortgage Loan to fail to satisfy the applicable Approved Underwriting Guidelines. Other than with respect to a Ginnie Mae Modified Loan, no Seller has waived the performance by the Mortgagor of any action, if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in default, nor has any Seller waived any default resulting from any action or inaction by the Mortgagor.

(k) 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 Mortgage Loan Schedule. Mortgaged Property that is a leasehold estate meets the guidelines of the applicable Agency, FHA, VA or HUD, as applicable. The Mortgaged Property consists of a single parcel of real property with a detached single family residence erected thereon, a townhouse, a two‑ to four‑family dwelling, an individual condominium or Co-op Unit in a low‑rise or high-rise condominium or Co-op Project, an individual unit in a planned unit development, a de minimis planned unit development, or a Manufactured Home Loan affixed to real property, and that, except with respect to a Manufactured Home Loan, no residence or dwelling is (i) a mobile home or (ii) a manufactured home, provided, however, that any condominium or Co-op Unit 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 Approved Underwriting 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.




(l) Valid First Lien. Each Mortgage is a valid and subsisting first lien on a single parcel 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 Mortgage
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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 Mortgage Loan and (a) referred to or otherwise considered in the appraisal made for the originator of the Mortgage 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.

Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting, enforceable and first lien and first priority security interest on the property described therein and a Seller has full right to pledge and assign the same to Buyer.

(m) Validity of Mortgage Documents. The Mortgage Note and the Mortgage and any other agreement executed and delivered by a Mortgagor in connection with a Mortgage Loan are genuine, 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 Mortgage Note, the Mortgage and any other such related agreement had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note, the Mortgage and any such agreement, and the Mortgage Note, the Mortgage and any other such related agreement have been duly and properly executed by other such related parties. No fraud, material omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage 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 Mortgage Loan or in any mortgage or flood insurance, if applicable, in relation to such Mortgage Loan. Each Seller has reviewed all of the documents constituting the Mortgage File and has made such inquiries as it deems necessary to make and confirm the accuracy of the representations set forth herein.

(n) Full Disbursement of Proceeds. Except for HECM Loans, the Mortgage Loan has been closed and, except with respect to HomeStyle Renovation Mortgage Loans, HomeReady Renovation Mortgage Loans or Choice Renovation Loans, the proceeds of the Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder, and any and all requirements as to completion of any on-site or off-site improvement and as to disbursements of any escrow funds therefor have been complied with. With respect to HomeStyle Renovation Mortgage Loans, HomeReady Renovation Mortgage Loans and Choice Renovation Loans, Sellers have made all advances and disbursements in accordance with the terms of the Mortgage and/or the terms and conditions of the related mortgage loan program. All costs, fees and expenses incurred in making or closing the Mortgage 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 Mortgage Note or Mortgage (excluding refunds that may result from escrow analysis adjustments). All points and fees related to each Mortgage Loan were disclosed in writing to the Mortgagor in accordance in all material respects with applicable state and federal law and regulation. No Mortgagor was charged “points and fees” in an amount that exceeds the applicable limits as specified under 12 CFR 1026.43(e)(3), or any successor rule or regulation, to the extent such section is applicable, and the points and fees were calculated using the calculation required under 12 CFR 1026.32(b), or any successor rule or regulation, to the extent applicable to determine compliance with applicable requirements.
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(o) Ownership. The related Seller is the sole owner and holder of the Mortgage Loan and the indebtedness evidenced by each Mortgage Note and upon the sale of the Mortgage Loans to Buyer, such 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 Mortgage Loan. The Mortgage Loan is not assigned or pledged to a third party, subject to Takeout Commitments, and such Seller has good, indefeasible and marketable title thereto, and has full right to transfer and sell the Mortgage 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 Mortgage Loan (and with respect to any Co-op Loan, the sole assignee under the related Assignment of Proprietary Lease) pursuant to this Agreement and following the sale of each Mortgage Loan, Buyer will hold such Mortgage 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. Each Seller intends to relinquish all rights to possess, control and monitor the Mortgage Loan, except as otherwise provided in the Program Documents.

(p) Doing Business. All parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (1) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (2) either (i) organized under the laws of such state, or (ii) qualified to do business in such state, or (iii) a federal savings and loan association, a savings bank or a national bank having a principal office in such state, or (3) not doing business in such state, or (4) not otherwise required to be qualified to do business in such state.

(q) LTV, PMI Policy. Except as approved by one of the Agencies, FHA, VA or HUD, no Conforming Mortgage Loan other than a HECM Loan has an LTV greater than one hundred percent (100%). If required by the applicable Agency, FHA, VA or HUD, the Conforming Mortgage 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 Conforming Mortgage 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 Conforming Mortgage Loan as set forth on the Mortgage Loan Schedule is net of any such insurance premium. The LTV of any Agency High LTV Mortgage Loan meets the requirements of the “High LTV Refinance Option” program implemented by Fannie Mae or the “Enhanced Relief Refinance” program implemented by Freddie Mac, as applicable.

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(r) Title Insurance. The Mortgage 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 Mortgage 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 or HUD and each such title insurance policy is issued by a title insurer acceptable to the applicable Agency, FHA, VA or HUD and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the applicable Seller, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage 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 Mortgage 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 related Seller, its successors and 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 such 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 or entity, and no such unlawful items have been received, retained or realized by such Seller, in any case to the extent it would impair the coverage of any such policy.

(s) No Defaults. Other than payments due but not yet thirty (30) days or more delinquent, there is no default, breach, violation or event which would permit acceleration existing under the Mortgage or the Mortgage 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 no Seller nor any of its affiliates nor any of their respective predecessors, have waived any default, breach, violation or event which would permit acceleration other than with respect to a Ginnie Mae Modified Loan, in which case such waiver is in accordance with the Ginnie Mae Guidelines and the Modification Agreement; and with respect to each Co-op Loan, there is no default in complying with the terms of the Mortgage Note, the Assignment of Proprietary Lease and the Proprietary Lease which would permit acceleration, and all maintenance charges and assessments (including assessments payable in the future installments, which previously became due and owing) have been paid to the extent required by the Fannie Mae Selling Guide, and such Seller has the right under the terms of the Mortgage Note, Assignment of Proprietary Lease and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor.

(t) No Mechanics’ Liens. There are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and, except with respect to HECM Loans, 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.

(u) Location of Improvements; No Encroachments. All improvements which were considered in determining the Appraised Value of the 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.
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(v) Origination; Payment Terms. The Mortgage 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 other similar institution which is supervised and examined by a federal or state authority. Except for HECM Loans, no Mortgage Loan contains terms or provisions which would result in negative amortization. Monthly Payments on the Mortgage Loan commenced no more than sixty (60) days after funds were disbursed in connection with the Mortgage Loan (unless such Mortgage Loan is a HECM Loan). The mortgage interest rate as well as the lifetime rate cap and the periodic cap, if any, are as set forth on the Mortgage Loan Schedule. Unless otherwise specified and except for HECM Loans, the Mortgage Loan is payable on the first (1st) day of each month. There are no Mortgage Loans which contain a provision allowing the Mortgagor to convert the Mortgage Note from an adjustable interest rate Mortgage Note to a fixed interest rate Mortgage Note.

(w) 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 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 Mortgage Loan and foreclosure on, or trustee’s sale of, the Mortgaged Property pursuant to the proper procedures, the holder of the Mortgage 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'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.

(x) Conformance with Agency and Approved Underwriting Guidelines. The Mortgage Loan was underwritten in accordance with the Approved Underwriting Guidelines (a copy of which, other than Agency guidelines, has been delivered to Buyer). The Mortgage 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 no Seller has made any representations to a Mortgagor that are inconsistent with the mortgage instruments used. The methodology used in underwriting the extension of credit for each Mortgage Loan is in accordance with Approved Underwriting Guidelines or employs objective quantitative principles which relate the Mortgagor’s credit characteristics, income, assets and liabilities (as applicable to a particular underwriting program) to the proposed payment, and such underwriting methodology does not rely on the extent of the Mortgagor’s equity in the collateral as the principal determining factor in approving such credit extension. Except for HECM Loans, such underwriting methodology confirmed that at the time of origination (application/approval) the Mortgagor had a reasonable ability to make timely payments on the Mortgage Loan.

(y) Occupancy of the Mortgaged Property. As of the Purchase Date, the occupancy status of the Mortgaged Property is in accordance with Approved Underwriting Guidelines. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property 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.
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(z) No Additional Collateral. The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to in clause (l) above.

(aa) 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 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.

(bb) Acceptable Investment. To each 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 Mortgage Loan, to regard the Mortgage Loan as an unacceptable investment, or (ii) adversely affect the value of the Mortgage Loan in comparison to similar loans.

(cc) Delivery of Mortgage Documents. If the Mortgage Loans is not a Wet Loan, the Mortgage Note, the Mortgage, the Assignment of Mortgage (other than for a MERS Mortgage Loan) and any other documents required to be delivered under the Custodial Agreement for each Mortgage Loan have been delivered to the Custodian including, the Modification Agreement with respect to a Ginnie Mae Modified Loan, except as otherwise provided in the Custodial Agreement. Sellers are, or an agent of Sellers is, in possession of a complete, true and accurate Mortgage File in compliance with the Custodial Agreement, except for such documents the originals of which have been delivered to the Custodian and except as otherwise provided in the Custodial Agreement.

(dd) Condominiums/Planned Unit Developments. If the Mortgaged Property is a condominium unit or 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 or HUD or (ii) located in a condominium or planned unit development project which has received project approval from the applicable Agency, FHA, VA or HUD. The representations and warranties required by the applicable Agency, FHA, VA or HUD with respect to such condominium or planned unit development have been satisfied and remain true and correct.

(ee) Transfer of Mortgage Loans. Other than for MERS Mortgage Loans, the Assignment of Mortgage with respect to each Mortgage Loan is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located. The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by no Seller is subject to the bulk transfer or similar statutory provisions in effect in any applicable jurisdiction.

(ff) Due‑On‑Sale. The Mortgage contains an enforceable provision for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan in the event that the Mortgaged Property is sold or transferred without the prior written consent of the mortgagee thereunder, and to the best of each Seller’s knowledge, such provision is enforceable.

(gg) Assumability. No Mortgage Loan is assumable, except as permitted under Approved Underwriting Guidelines.

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(hh) Buydown Provisions; No Graduated Payments or Contingent Interests. Except as permitted by Approved Underwriting Guidelines, the Mortgage Loan does not contain provisions pursuant to which Monthly Payments are paid or partially paid with funds deposited in any separate account established by Sellers, the Mortgagor, or anyone on behalf of the Mortgagor, or paid by any source other than the Mortgagor; any such buydown funds have been maintained and administered in accordance with the requirements of the applicable Agency, FHA, VA or HUD relating to buydown loans. The Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan does not have a shared appreciation or other contingent interest feature.

(ii) Consolidation of Future Advances. Any future advances made to the Mortgagor prior to the origination of the Mortgage 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. 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 or HUD, as applicable. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan.

(jj) 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. The 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 Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended and each Mortgaged Property is in good repair.

(kk) Collection Practices; Escrow Deposits; Interest Rate Adjustments. The origination, servicing and collection practices used by each Seller with respect to the Mortgage Loan have been in all material respects in compliance with Accepted Servicing Practices and applicable laws and regulations. With respect to escrow deposits and Escrow Payments for each Mortgage Loan that is not a HECM Loan, all such payments are in the possession of, or under the control of, the applicable Seller and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All Escrow Payments for each Mortgage Loan that is not a HECM Loan have been collected in full compliance with state and federal law and the provisions of the related Mortgage Note and Mortgage. With respect to each Mortgage Loan that is not a HECM Loan, each escrow of funds that has been established is not prohibited by applicable law. With respect to each Mortgage Loan that is not a HECM Loan, no escrow deposits or Escrow Payments or other charges or payments due Sellers have been capitalized under the Mortgage or the Mortgage Note. All mortgage interest rate adjustments have been made in strict compliance with state and federal law and the terms of the related Mortgage and Mortgage Note on the related interest rate adjustment date. If, pursuant to the terms of the Mortgage Note, another index was selected for determining the mortgage interest rate, the same index was used with respect to each similar Mortgage Note which required a new index to be selected, and such selection did not breach the terms of the related Mortgage Note. Each Seller, as applicable, executed and delivered any and all notices required under applicable law and the terms of the related Mortgage Note and Mortgage regarding any mortgage interest rate and Monthly Payment adjustments. Any interest required to be paid on escrowed funds pursuant to state, federal and local law has been properly paid and credited.

(ll) No Violation of Environmental Laws. There exists no violation of any local, state or federal environmental law, rule or regulation with respect to the Mortgaged Property. 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.
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(mm) Servicemembers Civil Relief Act of 2003. The Mortgagor has not notified any Seller, and no Seller has knowledge, of any relief requested or allowed to the Mortgagor under the Servicemembers Civil Relief Act of 2003.

(nn) Appraisal. Unless the applicable Agency, FHA, VA or HUD requires otherwise, the Mortgage File contains an appraisal of the related Mortgaged Property signed prior to the approval of the Mortgage Loan application by a qualified appraiser, duly appointed by the related Seller or the originator of the Mortgage Loan, who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of to the applicable Agency, FHA, VA 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 Mortgage Loan was originated.

(oo) Disclosure Materials. The Mortgagor has executed a statement to the effect that the Mortgagor has received all disclosure materials required by, and each Seller has complied in all material respects with, all applicable law with respect to the making of adjustable rate Mortgage Loans or HECM Loans. Each Seller shall maintain such statement in the Mortgage File.

(pp) Construction or Rehabilitation of Mortgaged Property. No Mortgage 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.

(qq) Value of Mortgaged Property. No Seller has actual knowledge, based solely on a review of the applicable appraisal, of any circumstances existing that could reasonably be expected to adversely affect the value of any Mortgaged Property as of the date the Mortgage Loan was funded.

(rr) No Defense to Insurance Coverage. No action has been taken or failed to be taken, no event has occurred and no state of facts exists or has existed on or prior to the Purchase Date (whether or not known to each Seller on or prior to such date) which has resulted or will result in an exclusion from, denial of, or defense to coverage under any applicable PMI Policy (including, without limitation, any exclusions, denials or defenses which would limit or reduce the availability of the timely payment of the full amount of the loss otherwise due thereunder to the insured) whether arising out of actions, representations, errors, omissions, negligence, or fraud of any Seller, the related Mortgagor or any party involved in the application for such coverage, including the appraisal, plans and specifications and other exhibits or documents submitted therewith to the insurer under such insurance policy, or for any other reason under such coverage, but not including the failure of such insurer to pay by reason of such insurer’s breach of such insurance policy or such insurer’s financial inability to pay.

(ss) Escrow Analysis. With respect to each Mortgage with an escrow account that is not a HECM Loan, each Seller has within the last twelve (12) months (unless such Mortgage was originated within such twelve (12) month period) analyzed the required Escrow Payments for each Mortgage and adjusted the amount of such payments so that, assuming all required payments are timely made, any deficiency will be eliminated on or before the first anniversary of such analysis, or any overage will be refunded to the Mortgagor, in accordance with Real Estate Settlement Procedures Act and any other applicable law.
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(tt) Prior Servicing. Each Mortgage Loan has been serviced in all material respects in compliance with Accepted Servicing Practices.

(uu) [Reserved].

(vv) 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 (5) years after the maturity date of the Mortgage 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 or HUD, as applicable.

(ww) Prepayment Penalty. No Mortgage Loan is subject to a prepayment penalty.

(xx) Predatory Lending Regulations; High Cost Loans. No Mortgage Loan is a High Cost Mortgage Loan. No Mortgagor was encouraged or required to select a Mortgage Loan product offered by Sellers or the originator which is a higher cost product designed for less creditworthy borrowers, unless at the time of the Mortgage Loan’s origination, such Mortgagor did not qualify taking into account credit history and debt to income ratios for a lower cost credit product then offered by Sellers or originator. If, at the time of loan application, the Mortgagor qualified for a lower cost credit product then offered by Sellers or the originator’s standard mortgage channel (if applicable), Sellers or the originator directed the Mortgagor towards such standard mortgage channel, or offered such lower-cost credit product to the Mortgagor.

(yy) Ohio Stated Income Exclusion. Each Mortgage Loan that is not a HECM Loan with an origination date on or after January 1, 2007 which is secured by Mortgaged Property located in Ohio was originated pursuant to a program which requires verification of the borrower's income in accordance with “Full or Alternative Documentation” programs as described within the Approved Underwriting Guidelines.

(zz) Origination. No predatory or deceptive lending practices, including, without limitation, the extension of credit without regard to the ability of the Mortgagor to repay and the extension of credit which has no apparent benefit to the Mortgagor, were employed in the origination of the Mortgage Loan.

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(aaa) Single‑premium Credit or Life Insurance Policy. In connection with the origination of any Mortgage Loan, no proceeds from any Mortgage 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 the related Seller as a condition of obtaining the extension of credit. No proceeds from any Mortgage Loan 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 Mortgage Loan.

(bbb) Flood Certification Contract. Each Mortgage Loan is covered by a paid in full, life of loan, flood certification contract and each of these contracts is assignable to Buyer.

(ccc) Qualified Mortgage. Each Mortgage Loan satisfies the following criteria: (i) such Mortgage Loan is a Qualified Mortgage; and (ii) such Mortgage Loan is supported by documentation that evidences compliance with the Ability to Repay Rule and the QM Rule, as applicable.

(ddd) Regarding the Mortgagor. The Mortgagor is one or more natural persons and/or trustees for an Illinois land trust or a trustee under a “living trust” and such “living trust” is in compliance with the applicable Agency’s, FHA’s, VA’s or HUD’s guidelines for such trusts.

(eee) Recordation. Each original Mortgage was recorded or has been sent for recordation, and, except for those Mortgage 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. With respect to each Ginnie Mae Modified Loan, the related Modification Agreement has been recorded or sent for recordation.

(fff) FICO Scores. Other than with respect to (i) FHA, VA and RD streamlined Mortgage Loans and (ii) Mortgage Loans where the related Mortgagor is a foreign national or with respect to a HECM Loan, each Mortgagor with respect to a Mortgage Loan has a non‑zero FICO score.

(ggg) Georgia Mortgage Loans. There is no Mortgage Loan that was originated on or after March 7, 2003 that is a “high cost home loan” as defined under the Georgia Fair Lending Act.

(hhh) Illinois Mortgage Loans. All Mortgage Loans originated on or after September 1, 2006 secured by Mortgaged Property located in Cook County, Illinois include Mortgages that are recordable at the time of origination.

(iii) Subprime Mortgage Loans. No Mortgage Loan secured by Mortgaged Property located in New York is a “Subprime Home Loan” as defined in New York Banking Law 6-m, effective September 1, 2008.

(jjj) Balloon Mortgage Loans. No Mortgage Loan is a balloon mortgage loan that has an original stated maturity of less than seven (7) years.





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(kkk) Adjustable Rate Mortgage Loans. Each Mortgage Loan that is an adjustable rate Mortgage Loan and that has a residential loan application date on or after September 13, 2007, complies in all material respects with the Interagency Statement on Subprime Mortgage Lending, 72 FR 37569 (July 10, 2007), regardless of whether the Mortgage Loan’s originator or a Seller is subject to such statement as a matter of law.

(lll) Agency Mortgage Loans. Each Mortgage Loan that is subject to a Takeout Commitment with an Agency as the Approved Investor had a principal balance at its origination that did not exceed such Agency’s loan limits as of the Purchase Date.

(mmm) Nontraditional Mortgage Loan. Each Mortgage Loan that is a “nontraditional mortgage loan” within the meaning of the Interagency Guidance on Nontraditional Mortgage Product Risks, 71 FR 58609 (October 4, 2006), and that has a residential loan application date on or after September 13, 2007, complies in all material respects with such guidance, regardless of whether the Mortgage Loan’s originator or a Seller is subject to such guidance as a matter of law.

(nnn) Mandatory Arbitration. No Mortgage Loan is subject to mandatory arbitration.

(ooo) Reserved.

(ppp) Wet Loans. With respect to at least ninety percent (90%) of the Mortgage Loans that are Wet Loans covered by any particular funding request, such Mortgage Loans (subject to the terms of the Pricing Letter and other than Mortgage Loans originated in the State of New York) are covered by a duly authorized, executed, delivered and enforceable Closing Protection Letter or, to the extent Title Source, Inc. continues to be a Settlement Agent, have Title Source, Inc. as the Settlement Agent.

(qqq) Takeout Commitment. Each Jumbo Mortgage Loan is covered by a Takeout Commitment, does not exceed the availability under such Takeout Commitment (taking into consideration mortgage loans which have been purchased by the respective Approved Investor under the Takeout Commitment and mortgage loans which a Seller has identified to Buyer as covered by such Takeout Commitment) and conforms to the requirements and the specifications set forth in such Takeout Commitment and the related regulations, rules, requirements and/or handbooks of the applicable Approved Investor. Each Jumbo Mortgage Loan is eligible for sale to at least two Approved Investors and is covered by insurance or guaranteed by the applicable insurer. Each Takeout Commitment covering a Jumbo Mortgage Loan is a legal, valid and binding obligation of a Seller enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

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(rrr) HECM Loans. With respect to each HECM Loan (i) all of the related Mortgage Loan documents, including the Mortgage Note, are in a form required by, or acceptable under, the HUD handbook provisions relating to reverse mortgage loans; (ii) all requirements as to any improvement and/or repair to the Mortgaged Property and to the disbursement of set-aside amounts for such HECM Loan have been complied with; (iii) all advances of principal secured by the related Mortgage are consolidated and such consolidated principal amount bears a single interest rate as set forth in the Mortgage Loan Schedule; (iv) no portion of any proceeds of such HECM Loan received by the related Mortgagor on the closing date of such HECM Loan were disbursed at the closing for any purpose prohibited under the HUD handbook provisions relating to reverse mortgage loans (including, without limitation, for estate planning purposes); (v) the outstanding HECM Principal Balance of the HECM Loan does not exceed the lesser of (x) ninety-eight percent (98%) of the maximum claim amount and (y) the related principal limit; (vi) all advances of principal made on such HECM Loan (A) shall automatically become subject to a Transaction under the Repurchase Agreement without the requirement of Buyer to remit any additional Purchase Price and (B) with the applicable Seller disbursing such advances of principal to the related Mortgagor with its own funds and not the funds of any third party lender; (vii) such HECM Loan is eligible to be pooled into a HECM mortgage-backed security, but no participation in such HECM Loan shall have been pooled into a HECM mortgage-backed securitization; (viii) the related Mortgaged Property is lawfully occupied by the Mortgagor as such Mortgagor’s primary residence; (ix) the related principal limit, all scheduled payments and other calculation terms have each been calculated in accordance with and comply with all requirements of the HUD handbook provisions relating to reverse mortgage loans; (x) such HECM Loan bears interest at a rate of interest permitted in accordance with the provisions of the HUD handbook provisions relating to reverse mortgage loans; (xi) no Mortgagor under such HECM Loan is less than sixty-two (62) years old and is otherwise an eligible Mortgagor in accordance with the requirements of the HUD handbook provisions relating to reverse mortgage loans; (xii) each Mortgagor has received all counseling required under the HUD handbook provisions relating to reverse mortgage loans and (xiii) the Custodian holds the related Mortgage Note (except for Wet Loans).

(sss) Co-op Loan: Valid First Lien. With respect to each Co-Op Loan, the related Mortgage is a valid, enforceable and subsisting first security interest on the related Co-op Shares securing the related Proprietary Lease, subject only to (a) liens of the Co-op Corporation for unpaid assessments representing the Mortgagor’s pro rata share of the Co-op Corporation’s payments for its blanket mortgage, current and future real property taxes, insurance premiums, maintenance fees and other assessments to which like collateral is commonly subject and (b) other matters to which like collateral is commonly subject which do not materially interfere with the benefits of the security intended to be provided by the security interest, and (c) other matters and exceptions described in paragraph (l). There are no liens against or security interests in the Co-op Shares relating to each Co-op Loan (except for liens that are permitted by the Fannie Mae Selling Guide), which have priority equal to or over the Sellers’ security interest in such Co-op Shares.

(ttt) Co-op Loan: Compliance with Law. With respect to each Co-op Loan, the related Co-op Corporation that owns title to the related Co-op Project is a “cooperative housing corporation” within the meaning of Section 216 of the Internal Revenue Code, and otherwise meet the requirements for cooperative loans set forth in the Fannie Mae Selling Guide.

(uuu) Co-op Loan: No Pledge. With respect to each Co-op Loan, there is no prohibition against pledging the Co-op Shares or assigning the Proprietary Lease. With respect to each Co-op Loan, (i) the term of the related Proprietary Lease is longer than the term of the Co-op Loan, (ii) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Co-op Shares owned by such Mortgagor first to the Co-op Corporation, (iii) there is no prohibition in any Proprietary Lease against pledging the Co-op Shares or assigning the Proprietary Lease and (iv) the Recognition Agreement is on a form of agreement published by Aztech Document Systems, Inc. as of the date hereof or includes provisions which are no less favorable to the lender than those contained in such agreement.

(vvv) Co-op Loan: Acceleration of Payment. With respect to each Co-op Loan, each Assignment of Proprietary Lease contains enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization of the material benefits of the security provided thereby. The Assignment of Proprietary Lease contains an enforceable provision for the acceleration of the payment of the unpaid principal balance of the Mortgage Note in the event the Co-op Unit is transferred or sold without the consent of the holder thereof.
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(www) Ginnie Mae Modified Loan. Each Ginnie Mae Modified Loan (i) was modified in accordance with the Ginnie Mae Guidelines; (ii) with respect to (x) an FHA Loan, is the subject of an FHA Mortgage Insurance Certificate; (y) a VA Loan, is the subject of a VA Loan Guaranty Agreement and (z) a RD Loan, is guaranteed by the RD pursuant to a RD Loan Guaranty Agreement and (iii) conforms to the requirements of Ginnie Mae for securitization.

(xxx) FHA Loans, VA Loans and RD Loans. With respect to each FHA Loan, VA Loan and RD Loan, as applicable, (i) the FHA Mortgage Insurance Certificate is, or when issued will be, in full force and effect, and to each Seller’s knowledge, there exists no circumstance with respect to such FHA Loan that would permit the FHA to deny coverage under such FHA Mortgage Insurance Certificate, the VA Loan Guaranty Agreement is, or when issued will be, in full force and effect, and the RD Loan Guaranty Agreement is, or when issued will be, in full force and effect and (ii) all necessary steps on the part of such Seller have been taken to keep such guaranty or insurance valid, binding and enforceable and, to each Seller’s knowledge, each is the binding, valid and enforceable obligation of the FHA, the VA or the RD, respectively, without surcharge, set-off or defense.

(yyy) eNote Legend. If the Mortgage Loan is an eMortgage Loan, the related eNote contains the Agency-Required eNote Legend.

(zzz) eNotes. With respect to each eMortgage Loan, the related eNote satisfies all of the following criteria:

(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, within the meaning of Section 9-105 of the UCC or Section 16 of the UETA, 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) other than with respect to a Ginnie Mae eNote Pooled Loan, the Controller status of the eNote on the MERS eRegistry reflects the MERS Org ID of Buyer;

(vi) with respect to a Ginnie Mae eNote Pooled Loan, the Controller status of the eNote on the MERS eRegistry reflects the MERS Org ID of Rocket Seller;

(vii) with respect to a Ginnie Mae eNote Pooled Loan, the eNote Secured Party status of the eNote on the MERS eRegistry reflects the MERS Org ID of Ginnie Mae;

(viii) other than with respect to a Ginnie Mae eNote Pooled Loan, the Delegatee status of the eNote on the MERS eRegistry reflects the MERS Org ID of Custodian;

(ix) with respect to a Ginnie Mae eNote Pooled Loan, the Delegatee status of the eNote on the MERS eRegistry is blank; (x) the Master Servicer Field status of the eNote on the MERS eRegistry reflects the MERS Org ID of Rocket Seller;

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(xi) 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;

(xii) there is no Control Failure, eNote Secured Party Failure, eNote Replacement Failure or Unauthorized Servicing Modification with respect to such eNote;

(xiii) the eNote is a valid and enforceable Transferable Record or is a valid and enforceable “general intangible” or “payment intangible” within the meaning of the UCC;

(xiv) other than with respect to a Ginnie Mae eNote Pooled Loan, 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

(xv) there is no paper copy of the eNote in existence nor has the eNote been papered-out.

(aaaa) TRID Compliance. To the extent applicable, effective with respect to applications taken on or after October 3, 2015, such Mortgage Loan was originated in compliance with the Consumer Financial Protection Bureau’s TILA-RESPA Integrated Disclosure Rule.

Each Seller represents and warrants to Buyer, with respect to each Ginnie Mae Early Buyout Loan that is subject to a Transaction hereunder, that as of the Purchase Date for the purchase of any Purchased Mortgage Loans by Buyer from Sellers and as of each date such Ginnie Mae Early Buyout Loan is subject to a Transaction hereunder, that the following are true and correct:
(a) Mortgage Loans as Described. The information set forth in the Mortgage Loan Schedule is complete, true and correct in all material respects as of the Purchase Date.

(b) No Defenses. The Mortgage Loan (and the Assignment of Proprietary Lease related to each Co-op Loan) is not subject to any right of rescission, set‑off, counterclaim or defense, including without limitation the defense of usury, nor will the operation of any of the terms of the Mortgage Note, the terms of the Modification Agreement, or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage or the Modification Agreement unenforceable, in whole or in part, or subject to any right of rescission, set‑off, counterclaim or defense, including without limitation the defense of usury, and no such right of rescission, set‑off, 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 the time the Mortgage Loan was originated or at the time the Modification Agreement was entered into.

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(c) 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 Ginnie Mae, FHA, VA or HUD guidelines, as well as all additional requirements set forth in the Approved Underwriting Guidelines. If required by the National Flood Insurance Act of 1968, as amended, and the Flood Disaster Protection Act of 1973, as amended, each Mortgage 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 Ginnie Mae,, FHA, VA or HUD guidelines. All individual insurance policies contain a standard mortgagee clause naming a 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 the hazard insurance policy 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 in full force and effect. No Seller has 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 such 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 such Seller, in any case, to the extent it would impair coverage under any such policy.

(d) Compliance with Applicable Laws. 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 Mortgage 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. Each Seller shall maintain in its possession, available for Buyer’s inspection, evidence of compliance with all requirements set forth herein.

(e) Location and Type of Mortgaged Property. Other than with respect to a leasehold estate, the Mortgaged Property as of the date of origination was a fee simple property located in the state identified in the Mortgage Loan Schedule. Mortgaged Property that is a leasehold estate meets the guidelines of Ginnie Mae, FHA, VA or HUD, as applicable. As of the date of origination of the related Mortgage Loan, the Mortgaged Property consists of a single parcel of real property with a detached single family residence erected thereon, a townhouse, a two‑ to four‑family dwelling, an individual condominium or Co-op Unit in a low‑rise or high-rise condominium or Co-op Project, an individual unit in a planned unit development, a de minimis planned unit development, or a Manufactured Home Loan affixed to real property, and that, except with respect to a Manufactured Home Loan, no residence or dwelling is (i) a mobile home or (ii) a manufactured home, provided, however, that any condominium or Co-op Unit 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 Approved Underwriting Guidelines. As of the date of origination of the related Mortgage Loan, the Mortgaged Property was not raw land, and no portion thereof was used for commercial purposes.

(f) Valid First Lien. The Mortgage is a valid, subsisting, enforceable and perfected (a) with respect to each first lien Mortgage Loan, first priority lien and first priority security interest, on the real property included in the Mortgaged Property (which criterion shall be deemed satisfied so long as any intervening Lien with priority, such as (but not limited to) an HOA Lien or PACE Lien, is curable and is promptly cured), including all buildings on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems located in or annexed to such buildings, and all additions, alterations and
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replacements made at any time with respect to the foregoing. The lien of the Mortgage is subject only to:
(i) the lien of current real property taxes and assessments not yet due and payable;

(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 a lender’s title insurance policy delivered to the originator of the Mortgage Loan and (a) referred to or otherwise considered in the appraisal made for the originator of the Mortgage 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.
Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting and enforceable first lien and first priority security interest on the property described therein.

(g) Validity of Mortgage Documents. The Mortgage Note and the Mortgage and any other agreement executed and delivered by a Mortgagor in connection with a Mortgage Loan are genuine, 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 Mortgage Note, the Mortgage and any other such related agreement had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note, the Mortgage and any such agreement, and the Mortgage Note, the Mortgage and any other such related agreement have been duly and properly executed by other such related parties. No fraud, material omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage 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 Mortgage Loan or in any mortgage or flood insurance, if applicable, in relation to such Mortgage Loan. Each Seller has reviewed all of the documents constituting the Mortgage File and has made such inquiries as it deems necessary to make and confirm the accuracy of the representations set forth herein.

(h) Full Disbursement of Proceeds. The Mortgage Loan has been closed and the proceeds of the Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder, and any and all requirements as to completion of any on-site or off-site improvement and as to disbursements of any escrow funds therefor have been complied with. All points and fees related to each Mortgage Loan were disclosed in writing to the Mortgagor in accordance in all material respects with applicable state and federal law and regulation. No Mortgagor was charged “points and fees” in an amount that exceeds the applicable limits as specified under 12 CFR 1026.43(e)(3), or any successor rule or regulation, to the extent such section is applicable, and the points and fees were calculated using the calculation required under 12 CFR 1026.32(b), or any successor rule or regulation, to the extent applicable to determine compliance with applicable requirements.

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(i) Ownership. The related Seller is the sole owner and holder of the Mortgage Loan and the indebtedness evidenced by each Mortgage Note and upon the sale of the Mortgage Loans to Buyer, such 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 Mortgage Loan. The Mortgage Loan is not assigned or pledged to a third party, subject to Takeout Commitments, and such Seller has good, indefeasible and marketable title thereto, and has full right to transfer and sell the Mortgage 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 Mortgage Loan (and with respect to any Co-op Loan, the sole assignee under the related Assignment of Proprietary Lease) pursuant to this Agreement and following the sale of each Mortgage Loan, Buyer will hold such Mortgage 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. Each Seller intends to relinquish all rights to possess, control and monitor the Mortgage Loan, except as otherwise provided in the Program Documents.

(j) Doing Business. All parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (1) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (2) either (i) organized under the laws of such state, or (ii) qualified to do business in such state, or (iii) a federal savings and loan association, a savings bank or a national bank having a principal office in such state, or (3) not doing business in such state, or (4) not otherwise required to be qualified to do business in such state.

(k) Title Insurance. At origination, the Mortgage Loan was 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 was located or (ii) an ALTA lender’s title insurance policy, or with respect to any Mortgage 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 Ginnie Mae, FHA, VA or HUD as applicable and each such title insurance policy is issued by a title insurer acceptable to Ginnie Mae, FHA, VA or HUD as applicable and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring Nominee, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (i), (ii) and (iii) of paragraph f of this section of Schedule 1, and in the case of adjustable rate Mortgage 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 was given the opportunity to choose the carrier of the required mortgage title insurance. Additionally, at origination, such lender’s title insurance policy affirmatively insured ingress and egress, and against encroachments by or upon the Mortgaged Property or any interest therein. At origination, the title policy did 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.

(l) TRID Compliance. To the extent applicable, effective with respect to applications taken on or after October 3, 2015, such Mortgage Loan was originated in compliance with the Consumer Financial Protection Bureau’s TILA-RESPA Integrated Disclosure Rule.

(m) Location of Improvements; No Encroachments. As of the origination date of the related Mortgage Loan, all improvements which were considered in determining the Appraised Value of the 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. As of the origination date of the related Mortgage Loan, no improvement located on or being part of the Mortgaged Property is in violation of any applicable zoning law or regulation.
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(n) Origination; Payment Terms. The Mortgage 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 other similar institution which is supervised and examined by a federal or state authority.

(o) 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 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. 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'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.

(p) FHA Loans, VA Loans and RD Loans. With respect to each FHA Loan, VA Loan and RD Loan, as applicable, (i) the FHA Mortgage Insurance Certificate is, or when issued will be, in full force and effect, and to each Seller’s knowledge, there exists no circumstance with respect to such FHA Loan that would permit the FHA to deny coverage under such FHA Mortgage Insurance Certificate, the VA Loan Guaranty Agreement is, or when issued will be, in full force and effect, and the RD Loan Guaranty Agreement is, or when issued will be, in full force and effect and (ii) all necessary steps on the part of such Seller have been taken to keep such guaranty or insurance valid, binding and enforceable and, to each Seller’s knowledge, each is the binding, valid and enforceable obligation of the FHA, the VA or the RD, respectively, without surcharge, set-off or defense.

(q) Conformance with Agency and Approved Underwriting Guidelines. The Mortgage Loan was underwritten in accordance with Ginnie Mae Underwriting Guidelines and FHA, VA or USDA requirements, as applicable. The Mortgage Note and Mortgage are on forms acceptable to Ginnie Mae.

(r) Occupancy of the Mortgaged Property. As of the origination date of the related Mortgage Loan, the occupancy status of the Mortgaged Property was in accordance with Approved Underwriting Guidelines. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property 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 at the time of origination of the related Mortgage Loan.

(s) No Additional Collateral. The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to in clause (e) above.

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(t) Appraisal. Unless Ginnie Mae, FHA, VA or HUD requires otherwise, the Mortgage File contains an appraisal of the related Mortgaged Property signed prior to the approval of the Mortgage Loan application by a qualified appraiser, duly appointed by the related Seller or the originator of the Mortgage Loan, who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of Ginnie Mae, FHA, VA or HUD and Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended, and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.

(u) 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 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.

(v) Delivery of Mortgage Documents. If the Mortgage Loans is not a Wet Loan, the Mortgage Note, the Mortgage, the Assignment of Mortgage (other than for a MERS Mortgage Loan) and any other documents required to be delivered under the Custodial Agreement for each Mortgage Loan have been delivered to the Custodian including, the Modification Agreement, except as otherwise provided in the Custodial Agreement. Sellers are, or an agent of Sellers is, in possession of a complete, true and accurate Mortgage File in compliance with the Custodial Agreement, except for such documents the originals of which have been delivered to the Custodian and except as otherwise provided in the Custodial Agreement.

(w) Condominiums/Planned Unit Developments. If the Mortgaged Property is a condominium unit or a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development project was (i) acceptable Ginnie Mae, FHA, VA or HUD or (ii) located in a condominium or planned unit development project which had received project approval from Ginnie Mae, FHA, VA or HUD, in both instances, as of the date of origination of the related Mortgage Loan. The representations and warranties required by Ginnie Mae, FHA, VA or HUD with respect to such condominium or planned unit development were satisfied as of the date of origination of the related Mortgage Loan.

(x) Transfer of Mortgage Loans. Other than for MERS Mortgage Loans, the Assignment of Mortgage with respect to each Mortgage Loan is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located. The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by no Seller is subject to the bulk transfer or similar statutory provisions in effect in any applicable jurisdiction.

(y) Assumability. No Mortgage Loan is assumable, except as permitted under Approved Underwriting Guidelines.

(z) Buydown Provisions; No Graduated Payments or Contingent Interests. Except as permitted by Approved Underwriting Guidelines, the Mortgage Loan does not contain provisions pursuant to which Monthly Payments are paid or partially paid with funds deposited in any separate account established by Sellers, the Mortgagor, or anyone on behalf of the Mortgagor, or paid by any source other than the Mortgagor; any such buydown funds have been maintained and administered in accordance with the requirements of Ginnie Mae, FHA, VA or HUD relating to buydown loans. The Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan does not have a shared appreciation or other contingent interest feature.
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(aa) Consolidation of Future Advances. Any future advances made to the Mortgagor prior to the origination of the Mortgage 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. 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 Ginnie Mae, FHA, VA or HUD, as applicable. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan.

(bb) Mortgaged Property Undamaged; No Condemnation Proceedings. To Seller’s knowledge, there is no proceeding pending or threatened in writing for the total or partial condemnation of the Mortgaged Property. To Seller’s knowledge, the 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 Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended and each Mortgaged Property is in good repair.
(cc) No Violation of Environmental Laws. To Seller’s knowledge, there exists no violation of any local, state or federal environmental law, rule or regulation with respect to the Mortgaged Property.

(dd) Value of Mortgaged Property. No Seller has actual knowledge, based solely on a review of the applicable appraisal, of any circumstances existing that could reasonably be expected to adversely affect the value of any Mortgaged Property as of the date the Mortgage Loan was originated.

(ee) Prior Servicing. Each Mortgage Loan has been serviced in all material respects in compliance with Accepted Servicing Practices.

(ff) Prepayment Penalty. No Mortgage Loan is subject to a prepayment penalty.

(gg) Predatory Lending Regulations; High Cost Loans. No Mortgage Loan (a) is subject to Section 226.32 of Regulation Z or any similar state law (relating to high interest rate credit/lending transactions) or (b) is a High Cost Mortgage Loan. No Mortgagor was encouraged or required to select a Mortgage Loan product offered by Sellers or the originator which is a higher cost product designed for less creditworthy borrowers, unless at the time of the Mortgage Loan’s origination, such Mortgagor did not qualify taking into account credit history and debt to income ratios for a lower cost credit product then offered by Sellers or originator. If, at the time of loan application, the Mortgagor qualified for a lower cost credit product then offered by Sellers or the originator’s standard mortgage channel (if applicable), Sellers or the originator directed the Mortgagor towards such standard mortgage channel, or offered such lower-cost credit product to the Mortgagor.

(hh) Origination. No predatory or deceptive lending practices, including, without limitation, the extension of credit without regard to the ability of the Mortgagor to repay and the extension of credit which has no apparent benefit to the Mortgagor, were employed in the origination of the Mortgage Loan.

(ii) Qualified Mortgage. Each Mortgage Loan satisfies the following criteria: (i) such Mortgage Loan is a Qualified Mortgage; and (ii) such Mortgage Loan is supported by documentation that evidences compliance with the Ability to Repay Rule and the QM Rule, as applicable.
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(jj) Regarding the Mortgagor. As of the date of origination of the related Mortgage Loan, the Mortgagor is one or more natural persons or as permitted under the related Approved Underwriting Guidelines.

(kk) Recordation. Each original Mortgage was recorded or has been sent for recordation, and, except for those Mortgage 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. With respect to each Ginnie Mae Modified Loan, the related Modification Agreement has been recorded or sent for recordation.

(ll) Mandatory Arbitration. No Mortgage Loan is subject to mandatory arbitration.

For purposes of this Schedule 1 and the representations and warranties set forth herein, a breach of a representation or warranty shall be deemed to have been cured with respect to a Mortgage Loan if and when the event, circumstance or condition that gave rise to such breach no longer adversely affects such Mortgage Loan. With respect to those representations and warranties which are made to each Seller’s knowledge, if it is discovered by a Seller during the time that such representation is being made that the substance of such representation and warranty is inaccurate, notwithstanding each Seller’s lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty.

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SCHEDULE 2
RESPONSIBLE OFFICERS

ROCKET SELLER AUTHORIZATIONS

Any of the persons whose name and titles appear below are authorized, acting singly, to act for the Rocket Seller under this Agreement:

AUTHORIZED REPRESENTATIVES

Name Title
Varun Krishna Chief Executive Officer
Amy Bishop Executive Vice President, Secretary and General Counsel
Panayiotis “Pete” Mareskas Treasurer
Austin Niemiec Executive Vice President and Chief Revenue Officer
Anthony Dunn Executive Vice President and Chief Client Experience Officer:
Kyle Symoniak Senior Vice President
Robert Lanfear Senior Vice President
Jonathan Mildenhall Authorized Signatory
Jennifer (Becky) Vosler Vice President, Financial Operations
Kate Nadaskay Senior Team Leader, Treasury Operations
Renee Jones Senior Treasury Operations Analyst
Sarah Holtz Senior Treasury Operations Analyst
Nicholas Vitale Senior Treasury Operations Analyst
Connor Doyle Team Leader, Treasury Operations
Heather Beaver Team Leader, Treasury Operations
Jason Lowery Director, Treasury Operations
Jessica Faga Vice President, Capital Market
Jaime Simpson Team Leader, Transaction Management
Jacob Drinkard Team Captain, Transaction Management
Paul Weisenstein Transaction Manager I
J Vincent Arniego Transaction Manager II
Brandon Hogan Transaction Manager I
Lindsey Hausch Transaction Manager I
Mary Hennessy Transaction Manager I
Jacob VandenBoom Transaction Management Analyst
Mike Codd Senior Team Leader, Capital Markets
Lindsey Perry Director, Post Closing
Bob Impemba Senior Team Leader, Capital Markets
Aleshia Jewel Senior Team Leader, Capital Markets
Heather McPherson Director, Post Closing
Jamie Licavoli Senior Director, Post Closing
Daniel Domagala Team Leader, Capital Markets
Chris Carroll Senior Team Leader, Capital Markets
Bryant Nowicki Team Leader, Capital Markets
Travis King Team Captain, Capital Markets
Haley Edmunds Collateral Manager II
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Bree Moses Collateral Coordinator III
Anlena Page Collateral Coordinator II
Courtney Gunn Collateral Manager II
Emily Jakowinicz Collateral Manager I
John Fioretti Senior Director, MSR Desk
Stephen Theos Director, Hedge Desk
Michael Nagy Senior Director, Structured Finance
Jaclyn Bell Head MBS Trader
Ross Pendergast MBS Trader II
Ashley Barto Trader II
Stacy Blick Trader II
Bill George Trader I
Mike Hoover Trader I
William Luchi Trader I
Tiago Machado Trader I
Luke Wharton Trader II
Katie Mulville Vice President, Treasury
Rachel Compton Senior Team Leader, Treasury Manager
Harry Major Associate Treasury Manager
Burns Hotchkiss Associate Treasury Manager
Yokie Tan Senior Team Leader, Treasury Manager
LaQuanda Sain Executive Vice President, Servicing

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RESPONSIBLE OFFICERS

ONE REVERSE SELLER AUTHORIZATIONS

Any of the persons whose name and titles appear below are authorized, acting singly, to act for the One Reverse Seller under this Agreement:

AUTHORIZED REPRESENTATIVES

Name Title
Michael Stidham
President

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BUYER AUTHORIZATIONS

Any of the persons whose signatures and titles appear below are authorized, acting singly, to act for Buyer under this Agreement:

Name Title Signature
Kathleen Donovan Managing Director
[***]
Chi Ma Executive Director
[***]
Hye-Eun Cheong
Executive Director
[***]



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SCHEDULE 3

SCHEDULED INDEBTEDNESS
Agreements, Indentures and Instruments

[***]
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SCHEDULE 4

WIRING INSTRUCTIONS

BUYER:

Bank Name: UBS AG
ABA#: [***]
A/C#: [***]
FBO: UBS 1285 BR – USA RMBS


SELLER:

Bank Name: JPMorgan Chase Bank, N.A.
ABA/Routing Number: [***]
Account Name: Rocket Mortgage Operating Account
Account Number: [***]

Address:

JP Morgan Chase Bank, N.A.
1116 W. Long Lake Rd.
Bloomfield Hills, MI 48302
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EXHIBIT A



RESERVED
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EXHIBIT B


FORM OF SELLER’S OFFICER’S CERTIFICATE

The undersigned, ____________ of [Rocket Mortgage, LLC, a Michigan limited liability company], [One Reverse Mortgage, LLC, a Delaware limited liability company] (the “Seller”), hereby certifies as follows:

1. Attached hereto as Exhibit 1 is a copy of the [Certificate of Conversion/Articles of Organization of Seller as amended by Certificate of Amendment to the Articles of Organization of the Seller] [Certificate of Incorporation, Certificate of Renewal and Revival of Certificate of Incorporation, Certificate of Amendment to Certificate of Incorporation, Certificate of Conversion, Certificate of Formation and Certificate of Amendment to the Certificate of Formation of Seller], as certified by the Secretary of State of the State of [Michigan][Delaware].

2. [Attached hereto as Exhibit 2 is a true, correct and complete copy of the Second Amended and Restated Operating Agreement of Seller which continues in effect on the date hereof and which have been in effect without amendment, waiver, rescission or modification, with the exception of updating officer schedules, since July 31, 2021.][Attached hereto as Exhibit 2 is a true, correct and complete copy of Limited Liability Company Agreement of Seller, dated as of December 26, 2007, as amended by Amendment No. 1 thereto, dated as of January 31, 2008, as further amended by Amendment No. 2 thereto, dated as of March 19, 2008, as further amended by Amendment No. 3 thereto, dated as of May 1, 2008, which continues in effect on the date hereof and which have been in effect without amendment, waiver, rescission or modification since May 1, 2008.]

3. Attached hereto as Exhibit 3 is a true, correct and complete copy of resolutions adopted by the Board of Directors of the Seller by unanimous written consent on _________ __, 2022 (the “Resolutions”). The Resolutions have not been further amended, modified or rescinded and are in full force and effect in the form adopted, and they are the only resolutions adopted by the Board of Directors of the Seller or by any committee of or designated by such Board of Directors relating to the execution and delivery of, and performance of the transactions contemplated by the Second Amended and Restated Master Repurchase Agreement dated as of November 4, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), among the Seller, [Rocket Mortgage, LLC, as a seller] [One Reverse Mortgage, LLC, as a seller] and UBS AG New York Branch (the “Buyer”).

4. The Repurchase Agreement is substantially in the form approved by the Resolutions or pursuant to authority duly granted by the Resolutions.

5. Attached hereto as Exhibit 4 is a list of agents, officers or representatives of Seller, who signed the agreements, documents or certificates delivered in connection with the transaction. Each of such agents, officers or representatives is duly elected or appointed, qualified and acting in the capacity set forth beside their name.
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IN WITNESS WHEREOF, the undersigned has hereunto executed this Certificate as of the __ day of __________, 2022.


[ROCKET MORTGAGE, LLC], [ONE REVERSE Exhibit 3 to Officer’s Certificate of the Seller
MORTGAGE, LLC] as Seller


By: ______________________________________
Name:
Title:
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RESOLUTIONS OF SELLER

WHEREAS, it is in the best interests of the Company to transfer from time to time to UBS AG New York Branch (“Buyer”) Mortgage Loans against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Company such Mortgage Loans at a date certain or on demand, against the transfer of funds by Company pursuant to the terms of the Repurchase Agreement (as defined below).

NOW, THEREFORE, BE IT RESOLVED, that the execution, delivery and performance by the Company of the Second Amended and Restated Master Repurchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Repurchase Agreement”) to be entered into by the Company, [Rocket Mortgage, LLC, as a seller] [One Reverse Mortgage, LLC, as a seller] and UBS AG New York Branch, as Buyer, substantially in the form of the draft dated [_____], 2022, attached hereto as Exhibit A, and the other Program Documents (as defined in the Repurchase Agreement), are hereby authorized and approved and that the Company’s Chief Executive Officer, President, Chief Financial Officer, Treasurer, Vice President – Capital Markets/Risk Management, Secretary or corporate counsel (collectively, the “Authorized Officers”) be and each of them hereby is authorized and directed to execute and deliver the Repurchase Agreement and the other Program Documents to the Buyer with such changes as the officer executing the same shall approve, his execution and delivery thereof to be conclusive evidence of such approval.

RESOLVED, that the Authorized Officers hereby are, and each hereby is, authorized to execute and deliver all such aforementioned agreements on behalf of the Company and to do or cause to be done, in the name and on behalf of the Company, any and all such acts and things, and to execute, deliver and file in the name and on behalf of the Company, any and all such agreements, applications, certificates, instructions, receipts and other documents and instruments, as such Authorized Officer may deem necessary, advisable or appropriate in order to carry out the purposes of the foregoing resolutions.

RESOLVED, that the proper officers, agents and counsel of the Company are, and each of such officers, agents and counsel is, hereby authorized for and in the name and on behalf of the Company to take all such further actions and to execute and deliver all such other agreements, instruments and documents, and to make all governmental filings, in the name and on behalf of the Company and such officers are authorized to pay such fees, taxes and expenses, as advisable in order to fully carry out the intent and accomplish the purposes of the resolutions heretofore adopted hereby.

RESOLVED, that the actions of the Company’s officers and corporate counsel (and any person authorized to act by the Company’s officers and/or corporate counsel) which were heretofore undertaken in the name of and for the benefit of the Company and which actions would have been authorized by the foregoing resolutions except that such actions were taken before the adoption of such resolutions, are hereby ratified, confirmed, approved, authorized and adopted by the Board of Directors in all respects as being in the best interests of the Company, and as being the agreement of and the authorized and approved actions of the Company undertaken in the name of and on behalf of the Company; provided, such actions were lawful, undertaken solely in furtherance of the Company’s interests; were within the course and scope of the officer’s/person’s assigned duties; and were conducted in a manner consistent with the officer’s/person’s duty of loyal, fidelity and good faith, and their duty to provide honest services.




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RESOLVED, that (a) any certifications of the Secretary, Company’s officers or corporate counsel of the Company as to any resolutions; (b) any legal opinions of in-house employed lawyers; (c) any officer certificates; and (d) any schedules heretofore executed and provided in connection with or related to the Repurchase Agreement are hereby approved, authorized and adopted by the Board of Directors in all respects as being in the best interests of the Company, and as being the authorized and approved actions of the Company undertaken in the name of and on behalf of the Company as of the date stated therein.


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EXHIBIT C

FORM OF SERVICER NOTICE

[Date]


[________________], as Servicer
[ADDRESS] Attention: ___________

Dated as of: ___________ ___, 20__ Re: Second Amended and Restated Master Repurchase Agreement, dated as of November 4, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), among Rocket Mortgage, LLC (“Rocket Seller” and a “Seller”), One Reverse Mortgage, LLC (“One Reverse Seller”, a “Seller”, and, together with Rocket Seller, the “Sellers”) and UBS AG New York Branch (the “Buyer”).

Ladies and Gentlemen:

[___________________] (the “Servicer”) is servicing certain mortgage loans for Sellers pursuant to that certain [___________________] (the “Servicing Agreement”) between the Servicer and Sellers. Pursuant to the Agreement, the Servicer is hereby notified that Sellers have pledged to Buyer certain mortgage loans which are serviced by Servicer which are subject to a security interest in favor of Buyer.

Upon receipt of a notice of an Event of Default (“Notice of Event of Default”) from Buyer in which Buyer shall identify the mortgage loans which are then pledged to Buyer under the Agreement (the “Mortgage Loans”), the Servicer shall segregate all amounts collected on account of such Mortgage Loans, hold them in trust for the sole and exclusive benefit of Buyer, and remit such collections in accordance with Buyer’s written instructions. Following such Notice of Event of Default, Servicer shall follow the instructions of Buyer with respect to the Mortgage Loans, and shall deliver to Buyer any information with respect to the Mortgage Loans reasonably requested by Buyer.

Notwithstanding any contrary information which may be delivered to the Servicer by Sellers, the Servicer may conclusively rely on any information or Notice of Event of Default delivered by Buyer, and Sellers shall indemnify and hold the Servicer harmless for any and all claims asserted against it for any actions taken in good faith by the Servicer in connection with the delivery of such information or Notice of Event of Default.

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 addresses: UBS AG New York Branch, 11 Madison Avenue, 8th Floor, New York, NY 10010; Attention: Kathleen Donovan; Telephone: [***].
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Very truly yours,

ROCKET MORTGAGE, LLC


By:_______________________________________
Name:
Title:



ONE REVERSE MORTGAGE, LLC


By:_______________________________________
Name:
Title:


ACKNOWLEDGED:


[__________________],
as Servicer


By:____________________________________
Name:
Title:
121









UBS AG, as Buyer



By:____________________________________
Name:
Title:


By:____________________________________
Name:
Title:
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EXHIBIT D



RESERVED
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EXHIBIT E

FORM OF POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that [Rocket Mortgage, LLC] [One Reverse Mortgage, LLC] (the “Seller”) hereby irrevocably constitutes and appoints UBS AG New York Branch (“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 such Seller and in the name of Seller or in its own name, from time to time in Buyer’s discretion, for the purpose of carrying out the terms of the Second Amended and Restated Master Repurchase Agreement, dated November 4, 2022 among Seller, [Rocket Mortgage, LLC/One Reverse Mortgage, LLC] and Buyer (as amended, restated, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), including, without limitation, protecting, preserving and realizing upon the Repurchase Assets (as defined in the Repurchase Agreement), to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Repurchase Agreement, and to file such financing statement or statements relating to the Repurchase Assets as Buyer at its option may deem appropriate, and, without limiting the generality of the foregoing, Seller hereby gives Buyer the power and right, on behalf of such Seller, without assent by, but with notice to, such Seller, subject to the terms of the Repurchase Agreement, to do the following:

(a) in the name of 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 the Repurchase Assets 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 other assets whenever payable;

(b) to pay or discharge taxes and liens levied or placed on or threatened against the Repurchase Assets;

(c) (i) to direct any party liable for any payment under any Repurchase Assets to make payment of any and all moneys due or to become due thereunder directly to Buyer or as Buyer shall direct; (ii) 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 Repurchase Assets; (iii) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Repurchase Assets; (iv) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Repurchase Assets or any proceeds thereof and to enforce any other right in respect of any Repurchase Assets; (v) to defend any suit, action or proceeding brought against Seller with respect to any Repurchase Assets; (vi) to settle, compromise or adjust any suit, action or proceeding described in clause (vii) above and, in connection therewith, to give such discharges or releases as Buyer may deem appropriate; and (viii) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Repurchase Assets as fully and completely as though Buyer were the absolute owner thereof for all purposes, and to do, at Buyer’s option and 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 Repurchase Assets and Buyer’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as Seller might do;





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(d) for the purpose of carrying out the transfer of servicing with respect to the Repurchase Assets from Seller to a successor servicer appointed by Buyer in its sole discretion and to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish such transfer of servicing, and, without limiting the generality of the foregoing, Seller hereby gives Buyer the power and right, on behalf of Seller, without assent by Seller, to, in the name of Seller or its own name, or otherwise, prepare and send or cause to be sent “good-bye” letters to all mortgagors under the Repurchase Assets, transferring the servicing of the Repurchase Assets to a successor servicer appointed by Buyer in its sole discretion;

(e) for the purpose of delivering any notices of sale to mortgagors or other third parties, including without limitation, those required by law.

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. Notwithstanding the foregoing, the power of attorney hereby granted may be exercised pursuant to the terms of the Repurchase Agreement.

Seller also authorizes Buyer, subject to the terms of the Repurchase Agreement, from time to time, to execute, in connection with any sale of Repurchase Assets provided for in Section 14 of the Repurchase Agreement, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Repurchase Assets.

The powers conferred on Buyer hereunder are solely to protect Buyer’s interests in the Repurchase Assets 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 Seller for any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct.

TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OF SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND BUYER ON ITS OWN BEHALF AND ON BEHALF OF BUYER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT.

[REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURES FOLLOW.]
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IN WITNESS WHEREOF Seller has caused this power of attorney to be executed and Seller’s seal to be affixed this __ day of _____, 20__.

[Rocket Mortgage, LLC
(Seller)


By:_______________________________________
Name:
Title:]


[One Reverse Mortgage, LLC(Seller)



By:_______________________________________
Name:
Title:]
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Acknowledgment of Execution by Seller (Principal):

STATE OF )
)     ss.:
COUNTY OF )

On the __ day of , 20__ before me, the undersigned, a Notary Public in and for said State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity as for [Rocket Mortgage, LLC] [One Reverse Mortgage, LLC] and that by his or her signature on the instrument, the person upon behalf of which the individual acted, executed the instrument.

IN WITNESS WHEREOF, I have hereunto set my hand affixed my office seal the day and year in this certificate first above written.


_______________________________________
Notary Public

Print name______________________________
Notary Public, State of____________________
County of______________________________
Acting in the County of___________________ FORM OF SECTION 7 CERTIFICATE
My Commission expires __________________
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EXHIBIT F


Reference is hereby made to the Second Amended and Restated Master Repurchase Agreement dated as of November 4, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), among Rocket Mortgage, LLC (the “Rocket Seller” and a “Seller”), One Reverse Mortgage, LLC (the “One Reverse Seller”, a “Seller” and together with the Rocket Seller, the “Sellers”) and UBS AG New York Branch (the “Buyer”). Pursuant to the provisions of Section 7 of the Agreement, the undersigned hereby certifies that:

1. It is a ___ natural individual person, ____ treated as a corporation for U.S. federal income tax purposes, ____ disregarded for U.S. federal income tax purposes (in which case a copy of this Section 7 Certificate is attached in respect of its sole beneficial owner), or ____ treated as a partnership for U.S. federal income tax purposes (one must be checked).

2. It is the beneficial owner of amounts received pursuant to the Agreement.

3. It is not a bank, as such term is used in section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), or the Agreement is not, with respect to the undersigned, a loan agreement entered into in the ordinary course of its trade or business, within the meaning of such section.

4. It is not a 10-percent shareholder of any Seller within the meaning of section 871(h)(3) or 881(c)(3)(B) of the Code.

5. It is not a controlled foreign corporation that is related to any Seller within the meaning of section 881(c)(3)(C) of the Code.

6. Amounts paid to it under the Agreement and the other Program Documents (as defined in the Agreement) are not effectively connected with its conduct of a trade or business in the United States.


Dated:

[NAME OF UNDERSIGNED]


By:_______________________________________
Name:
Title:
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EXHIBIT G

FORM OF SECURITY RELEASE CERTIFICATION

[insert date]

UBS AG New York Branch
11 Madison Avenue, 8th Floor
New York, NY 10010
Attention: Kathleen Donovan
Telephone: [***]
Email: [***]

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 Mortgage Loans described in Annex A attached hereto upon purchase thereof by UBS AG New York Branch (“Buyer”) from Sellers named below pursuant to that certain Second Amended and Restated Master Repurchase Agreement, dated as of November 4, 2022 (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 Mortgage Loans (the “Date and Time of Sale”) and certifies that all notes, mortgages, assignments and other documents in its possession relating to such Mortgage Loans have been delivered and shall be released to Sellers 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 – [ ]
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[NAME OF WAREHOUSE LENDER]

By:___________________________

Name:

Title:

Each Seller named below hereby certifies to Buyer that, as of the Date and Time of Sale of the above mentioned Mortgage Loans to Buyer, the security interests in the Mortgage Loans released by the above named corporation comprise all security interests in any and all such Mortgage Loans. Each Seller warrants that, as of such time, there are and will be no other security interests in any or all of such Mortgage Loans.


ROCKET MORTGAGE, LLC


        By:_________________________________

                Name:

Title:



ONE REVERSE MORTGAGE, LLC


        By:_________________________________

                Name:

Title:


ANNEX TO SECURITY RELEASE CERTIFICATION



[List of Loans]
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EXHIBIT H


FORM OF eNOTE CONTROL AND BAILMENT AGREEMENT

This eNote Control AND BAILMENT Agreement is made as of [_____], 2[__] (this “Agreement”), by and among UBS AG New York Branch (“Warehouse Provider”), located at 11 Madison Avenue, 8th Floor, New York, New York 10010, [ROCKET MORTGAGE, LLC/ONE REVERSE MORTGAGE, LLC] (the “Seller”), located at 1050 Woodward Avenue, Detroit, Michigan 48226, and (“Purchaser”), located at [_______].

RECITALS

A. WHEREAS, Seller may from time to time sell to Purchaser certain eMortgage Loans for cash execution (a “Loan Purchase”) pursuant to a mortgage loan purchase agreement executed by and between Purchaser and Seller (the “Loan Purchase Agreement”);

B. WHEREAS, provided that certain conditions are met, each Loan Purchase involves, in part, the receipt by Seller (or Seller’s designee) of the purchase proceeds to be paid by Purchaser for such eMortgage Loans (the “Purchase Price”);

C. WHEREAS, Warehouse Provider and Seller are parties to that certain Amended and Restated Master Repurchase Agreement, dated as of the date hereof (the “Repurchase Agreement”), pursuant to which Warehouse Provider from time to time may advance funds to Seller for interim funding of eMortgage Loans and in exchange, the Seller has granted to Warehouse Provider a first priority security interest in its interests in such eMortgage Loans and Seller has agreed to repurchase such eMortgage Loans from Warehouse Provider at a date certain in the future;

D. WHEREAS, as a condition precedent to the release of any eMortgage Loans from Warehouse Provider’s security interest, Seller is required to transfer or cause to be transferred to Warehouse Provider the Repurchase Price (as defined in the Repurchase Agreement) and any other amounts then due and owing (together with the Repurchase Price, the “Payoff Amount”) for such eMortgage Loans;

E. WHEREAS, in order to facilitate the payment of the Payoff Amount, Seller and Warehouse Provider have agreed to designate one bank account to which (i) Purchaser shall wire the Purchase Price for all Loan Purchases subject to the terms of this Agreement and (ii) Seller shall wire the positive difference, if any, between the Payoff Amount for the related eMortgage Loans and the Purchase Price for such Loan Purchases;

F.







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WHEREAS, upon Warehouse Provider’s receipt of the Payoff Amount for such eMortgage Loans, Warehouse Provider shall be deemed to have simultaneously released its interest in such eMortgage Loans, in each case without any further action by Warehouse Provider or any other Person; and G. WHEREAS, the parties wish to confirm that, as part of a Loan Purchase for eMortgage Loans, after Purchaser has accepted Control of an eNote for purposes of inspection and verification, up until such time as Warehouse Provider receives the Payoff Amount or Purchaser returns Control of the eNote to Warehouse Provider, Purchaser shall Control such eNote as designated custodian and bailee for Warehouse Provider, as secured party, and that, effective upon delivery of the Payoff Amount to Warehouse Provider, Warehouse Provider will release its security interest and any and all other interests in such eMortgage Loans.

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

1. Definitions.

Capitalized terms used herein are defined in this Section 1, in the preamble, in the recitals, or elsewhere in this Agreement.

“Authoritative Copy” shall have the meaning set forth in the “MERS eRegistry Procedures Manual” (Release 7.0, June 14, 2010), as it may be amended from time to time.

“Collateral” shall mean any eMortgage Loans in which Seller has granted Warehouse Provider a security interest or any other interest.

“Control” of an eNote shall be established by reference to that central mortgage finance industry eNote registry known as the MERS eRegistry, and any party therein designated as “in control” or the “controller” of an eNote within the meaning of UETA, and/or, as applicable, E-SIGN shall have Control. Control is transferred, accepted or rejected within and subject to the rules of the MERS eRegistry.

“Controller” means, with respect to an eNote, the person identified on the MERS eRegistry as the person having “control” of the Authoritative Copy of such eNote within the meaning of Section 7201 of E-SIGN and Section 16 of the UETA.

“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.

“eMortgage Loan” shall mean a residential mortgage loan evidenced by an eNote, a Security Instrument, and/or any associated documentation, and in which Seller has granted a security interest or any other interest to Warehouse Provider pursuant to the Repurchase Agreement.

“eNote” shall mean the electronic note equivalent known as a transferable record within the meaning of UETA, and/or, as applicable, E-SIGN.

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






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“Location” of an eNote shall be established by reference to that central mortgage finance industry eNote registry known as the MERS eRegistry, and shall mean the party therein designated that maintains the Authoritative Copy of the eNote.

“Master Bailee Letter” has the meaning set forth in Section 2.1(b).

“MERS eRegistry” shall mean an electronic registry owned and operated by MERSCORP Holdings which acts as the legal system of record that identifies the owner (Controller) and custodian (Location) of the Authoritative Copy of registered eNotes.

“MERS Organization Identification Number” or “MERS Org ID” shall mean a seven-digit number assigned by MERSCORP Holdings that uniquely identifies a member entity on the MERS eRegistry. Each party’s MERS Org ID is included in the table at the beginning of this Agreement, and for the avoidance of doubt, each transfer of an eNote shall mean the transfer of such eNote to the receiving party’s MERS Org ID.

“Security Instrument” shall mean the mortgage or deed of trust securing an eMortgage Loans evidenced by a particular eNote, and may be in paper or electronic form.

“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.

“Wiring Instructions” has the meaning set forth in Section 2.1(b).

2. Applicability and Wiring Instructions

2.1(a) Applicability. The parties agree that the terms and conditions of this Agreement will apply only to Loan Purchases of eMortgage Loans for which (a) Control has been transferred to Purchaser in the MERS eRegistry, and (b) Seller has complied with all of Purchaser requirements applicable to such Loan Purchases.

2.1(b) Master Bailee Letter. Contemporaneously with the execution of this Agreement, Warehouse Provider shall execute and deliver to Purchaser or its custodian, if applicable, at the address directed by Purchaser, a master bailee letter in the form attached hereto as Attachment A (the “Master Bailee Letter”). The parties agree that, with respect to each eNote, the delivery of the Authoritative Copy via MERS eDelivery and the transfer of Control and Location shall be deemed to be accompanied by a copy of the Master Bailee Letter, which instructs Purchaser to pay the Purchase Price for the related eMortgage Loans by wire transfer to the account identified therein (the “Wiring Instructions”).

2.2 Change in Wiring Instructions. Warehouse Provider, Seller and Purchaser agree that any change to the Wiring Instructions must be sent to Purchaser in accordance with the notice provisions set forth in this Agreement and in the form of a replacement Master Bailee Letter, substantially in the form attached hereto as Attachment A, but containing the new Wiring Instructions, and executed by Warehouse Provider. The new Wiring Instructions will become operative with respect to the Purchase Price to be wired by Purchaser on the date that is two (2) Business Days after the date of the replacement Master Bailee Letter unless otherwise specified therein. Purchaser will have no obligation to determine or verify the authenticity of any signature, or the authority of any signatory, on the replacement Master Bailee Letter. Purchaser agrees to make reasonable efforts to contact Warehouse Provider at the electronic mailing address listed herein solely for the purpose of informing Warehouse Provider that Purchaser has received the replacement Master Bailee Letter.


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3. Control Transfer; Custodial Designation.

3.1 Transfer and Inspection. Seller originates or acquires eMortgage Loans in a manner that establishes the Seller as being in Control of each related eNote at settlement, and Control was subsequently transferred to Warehouse Provider pursuant to the terms of the Repurchase Agreement. In order to facilitate Purchaser’s purchase of an eMortgage Loans in a Loan Purchase, upon the Seller’s request, Warehouse Provider shall, and shall cause its custodian to, transfer Control and Location of the related eNote, for pre-purchase inspection, among other things, as follows:

Transfer from Warehouse Provider Transfer to Purchaser
Control UBS AG
MERS Org ID [***]		 [Purchaser / Custodian’s Name]
MERS Org ID [_____]
Location Deutsche Bank National Trust Company
MERS Org ID [***]		 [Purchaser / Custodian’s Name]
MERS Org ID [_____]
Delegatee: Blank [[Purchaser / Custodian’s Name]
MERS Org ID [_____]] / [Blank]

Transfer from Warehouse ProviderTransfer to PurchaserControlUBS AG MERS Org ID [***][Purchaser / Custodian’s Name]MERS Org ID [_____]LocationDeutsche Bank National Trust CompanyMERS Org ID [***][Purchaser / Custodian’s Name]MERS Org ID [_____]Delegatee:Blank[[Purchaser / Custodian’s Name]MERS Org ID [_____]] / [Blank]

3.2 Custodial Arrangement. When Purchaser or its custodian, as applicable, accepts a transfer of Control and Location of an eNote from Warehouse Provider prior to paying the Purchase Price for the related eMortgage Loans, then until such time as Warehouse Provider receives the Payoff Amount for such eMortgage Loans or Purchaser causes the return of the eNote to Warehouse Provider and its custodian as set forth in Section 3.3(b), and if and so long as Warehouse Provider complies with all provisions of this Agreement, (a) Purchaser shall Control such eNote as designated custodian and bailee for Warehouse Provider, as secured party, on the MERS eRegistry, and (b) Purchaser shall, or shall cause its custodian to, maintain the Authoritative Copy of the eNote as designated custodian and bailee for Warehouse Provider, as secured party. Further, unless Warehouse Provider shall have received the applicable Payoff Amount in full, Purchaser shall not, and shall not permit Purchaser’s custodian to, transfer Control, Location or any other rights in any eNote to any third party or take any other action which may adversely affect Warehouse Provider’s interests therein; moreover, Purchaser shall, and shall instruct Purchaser’s custodian to, act only in accordance with Warehouse Provider’s instructions. If, prior to Warehouse Provider’s receipt of the related Payoff Amount in full, Purchaser receives written notice, which may be delivered electronically in accordance with Section 5.12, from Warehouse Provider that Seller has defaulted on its obligations to Warehouse Provider, then Purchaser shall, and shall cause Purchaser’s custodian to, as applicable, transfer Control and Location of the related eNote per the instructions provided in such written notice.

3.3(a) Effect of Payment of Purchase Price. No later than thirty (30) days after the transfer of Control and Location of an eNote to Purchaser or its custodian in accordance with Section 3.1, Purchaser shall (i) transfer payment of the Purchase Price for such eMortgage Loans in accordance with the Wiring Instructions, or (ii) return such eMortgage Loans in accordance with Section 3.3(b).
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Upon Warehouse Provider’s receipt of the Payoff Amount, (i) each of Warehouse Provider and the Seller shall and do immediately and unconditionally release all its right, title, and interest in and to the related eMortgage Loans, (ii) Purchaser shall and does cease to Control the related eNote and maintain the Authoritative Copy of the eNote as designated custodian and bailee for Warehouse Provider, (iii) Purchaser does immediately Control the eNote and maintain the Authoritative Copy of the eNote as the purchaser of the related eMortgage Loans, and (iv) Purchaser shall and does have no further obligations hereunder with respect to such eNote. 3.3(b) Return of eMortgage Loans Prior to Payment of Purchase Price. In the event (i) an eNote needs to be transferred to Warehouse Provider prior to Purchaser’s payment of the Purchase Price as a result of notice being given by Warehouse Provider pursuant to Section 3.2 above, (ii) Purchaser decides not to purchase an eMortgage Loans after delivery and inspection, or (iii) Purchaser has not purchased such eMortgage Loans within thirty (30) days after delivery thereof, then: (A) Purchaser shall, or shall cause Purchaser’s custodian to, as applicable, (x) return the Authoritative Copy of such eNote to Warehouse Provider’s custodian via MERS eDelivery and (y) cause the MERS eRegistry to reflect the return of Control and Location to Warehouse Provider and its custodian to the MERS Org IDs from which such eNote was initially transferred as set forth in Section 3.1 hereof, (B) Purchaser shall and does cease to Control the related eNote and maintain the Authoritative Copy of the eNote as designated custodian and bailee for Warehouse Provider, and (C) Warehouse Provider shall and does immediately Control the eNote and maintain the Authoritative Copy of the eNote. Such transfers shall be a release by Purchaser of any right, title, or interest in the applicable eMortgage Loans, and shall release Purchaser from any and all obligations relating to its Control of such documents that may arise pursuant to this Agreement or applicable law.

4. Representations and Warranties; Indemnification.

4.1 By Seller. With respect to each eMortgage Loans to be purchased by Purchaser in a Loan Purchase subject to this Agreement, the Seller represents and warrants to Purchaser that: (a) Warehouse Provider is the only entity (other than the Seller) that has any right, title or interest in or to such eMortgage Loans, and (b) any and all right, title or interest the Seller or Warehouse Provider may have in or to such eMortgage Loans shall be relinquished as of the point in time at which Warehouse Provider receives the Payoff Amount for such eMortgage Loans in accordance with this Agreement.

4.2 By Warehouse Provider. With respect to each eMortgage Loans to be purchased by Purchaser in a Loan Purchase subject to this Agreement, Warehouse Provider represents and warrants to Purchaser that (a) to the best of its knowledge, Warehouse Provider is the only entity (other than the Seller) that has any right, title or interest in or to such eMortgage Loans; and (b) any and all right, title or interest Warehouse Provider may have in or to such eMortgage Loans shall be relinquished as of the point in time at which Warehouse Provider receives the Payoff Amount for such eMortgage Loans in accordance with this Agreement and the Repurchase Agreement.

4.3 By the Parties. Each of the parties hereto represents and warrants to the other parties hereto that, as to itself only, this Agreement is its legal, valid, binding and enforceable obligation and does not conflict with any other agreement to which such party is bound. Each party represents and warrants to the other parties hereto that, as to itself only, its execution, delivery and consummation of this Agreement has either been (a) specifically approved by its board of directors and such approval is reflected in the minutes of the meetings of such board of directors, or (b) approved by an officer who was duly authorized by its board of directors to execute, deliver and consummate agreements such as this Agreement.



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4.4 Indemnification. SELLER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS WAREHOUSE PROVIDER AGAINST ALL LOSSES, CLAIMS, LAWSUITS, ACTIONS, DAMAGES, JUDGMENTS, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEY FEES INCURRED BY WAREHOUSE PROVIDER) ARISING OR RESULTING FROM ANY ACT OR OMISSION OF WAREHOUSE PROVIDER (EXCEPT THOSE ARISING OR RESULTING FROM WAREHOUSE PROVIDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), OR SELLER MADE IN CONNECTION WITH THE TERMS OF THIS AGREEMENT.

4.5 Knowledge of Prior Lien. In the event that Purchaser becomes aware of an entity (other than Warehouse Provider or the Seller) that claims to have any right, title or interest in the eMortgage Loans delivered by the Seller for purchase by Purchaser that are part of a Loan Purchase subject to this Agreement, thereby creating a discrepancy as to the entity that has a proper claim to an interest in the eMortgage Loans or the related Purchase Price, Purchaser may, in its sole discretion, not later than [***] after becoming aware of such other entity’s interest, elect to (a) wire the Purchase Price to the Wiring Instructions in accordance with the terms of this Agreement, or (b) in lieu of wiring the Purchase Price, notify the Seller and Warehouse Provider that Purchaser is electing not to purchase the related eMortgage Loans and release custody and Control of any eMortgage Loans and return such eMortgage Loans to Warehouse Provider in accordance with Section 3.3(b) of this Agreement.

5. Miscellaneous

5.1 Termination. This Agreement may be terminated by the Seller, Warehouse Provider or Purchaser by written notice delivered to the other parties. Such notice may specify an effective date for such termination, but in no event shall the termination be effective less than [***] after such notice is sent in accordance with this Agreement, provided that the terms and conditions of Section 4.4 and prior releases by Warehouse Provider shall survive the termination of this Agreement. Such termination shall not be effective with respect to any eNote transferred to Purchaser or Purchaser’s custodian as provided herein prior to each notified party’s receipt of such termination notice, and such eNote shall remain subject to the terms of this Agreement until release of lien or return to Warehouse Provider.

5.2. Loan Purchase Agreements. Except as set forth herein, all terms and conditions of the applicable Loan Purchase Agreement between the Seller and Purchaser shall remain in full force and effect.

5.3 Remedies Cumulative; No Waiver. Each right, power, and remedy of the parties hereunder or now or hereafter existing at law, in equity, by statute, in other written agreements among the parties, or otherwise shall be cumulative and concurrent, and the exercise or beginning of the exercise of any one or more of them shall not preclude the simultaneous or later exercise by such party of any or all such other rights, powers or remedies. Any party’s failure or delay to insist upon the strict performance of any one or more provisions of this Agreement or to exercise any right, power, or remedy upon a breach thereof or default hereunder shall not constitute a waiver thereof, or preclude such party from exercising any such right, power, or remedy any other time or times.




136






5.4 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL GOVERN, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

5.5 Counterparts. This Agreement may be executed in duplicate originals or in several counterparts, each of which shall be deemed an original but all of which together shall constitute one instrument. The parties agree that this Agreement will be considered signed when the signature of a party is delivered or effected by electronic transmission. Such electronic signature shall be treated in all respects as having the same effect as an original signature. Counterparts may be delivered electronically. The parties agree that this Agreement, any addendum or amendment hereto or any other document necessary for the consummation of the transaction contemplated by this Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with applicable eCommerce Laws. 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 providers, as long as such service providers use system logs and audit trails that establish a temporal and process link between the presentation of identity documents and the electronic signing, together with identifying information that can be used to verify the electronic signature and its attribution to the signer’s identity and evidence of the signer’s agreement to conduct the transaction electronically and of the signer’s execution of each electronic signature.

5.6 Third Party Beneficiaries. This Agreement inures to the benefit of the parties hereto and their respective successors and assigns. No other party is intended to be a third party beneficiary of this Agreement.

5.7 Amendments and Waivers. This Agreement is the entire agreement among the parties with respect to the matters contemplated herein, and except as otherwise provided herein, no amendment, termination, modification or waiver in respect of this Agreement shall be effective unless in writing and executed by all parties to this Agreement.

5.8 WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

5.9 Severability. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.



137






5.10 Integration. This Agreement sets forth in full the terms of agreement among the parties relating to the transactions described herein and is intended as the full, complete and exclusive contract governing the relationship among the parties with respect to the transactions contemplated herein, superseding all other discussions, promises, representations, warranties, agreements and understandings, whether written or oral, between the parties with respect thereto.

5.11 Confidentiality. Each of the parties shall maintain the confidentiality of the provisions of this Agreement (and the rights and obligations set forth herein) by protecting them from disclosure to any third party, except (i) to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing), (ii) if the disclosing party shall have reasonably determined that such disclosure is consistent with its obligations hereunder and (iii) disclosure is made to the disclosing party’s regulators or any authorized government agency in connection with any audit or regulatory examination.

5.12 Notices. Any notices required to be given under this Agreement shall be made in writing and delivered by hand, electronic mail, overnight express or similar service (fees prepaid), or first class United States registered or certified mail with return receipt requested (postage prepaid), to the following addresses (which may be changed by written notice), and shall be presumed to be received by such addressee (a) on the date of delivery, if delivered by hand, or the date of transmission, if sent by email, (b) on the next business day if sent by recognized overnight express or similar service (fees prepaid) and (c) on the third business day following the date sent by registered or certified mail with return receipt requested (postage prepaid).

To Purchaser:

[ ]
Attn:
Email:

To Seller:

[Rocket Mortgage, LLC]

1050 Woodward Avenue
Detroit, Michigan 48226
Attention: Panayiotis ‘Pete’ Mareskas, Treasurer
Telephone No.: [***]
Telecopier No.: [***]
Email: [***]

With a copy to:

[Rocket Mortgage, LLC]
1050 Woodward Avenue
Detroit, Michigan 48226
Attention: David Nowaczewski, Associate General Counsel



138






Telephone No.: [***]
Telecopier No.: [***]
Email: [***]

To Warehouse Provider:

UBS AG
11 Madison Avenue, 8th Floor
New York, NY 10010
Attention: Kathleen Donovan
Telephone: [***]
Email: [***]

With a copy to:

Chad Eisenberger
Executive Director & Counsel
UBS Business Solutions LLC
11 Madison Avenue New York, NY 10010
Phone: [***]
Email: [***]

And:

[***]


(Signatures appear on following page)
139







IN WITNESS WHEREOF, the parties have executed this eNote Control and Bailment Agreement as of the date first written above.

UBS AG, as Warehouse Provider


By: ___________________________________________
Name:
Title:


By: ___________________________________________
Name:
Title:



[ROCKET MORTGAGE, LLC/ONE REVERSE MORTGAGE, LLC], as Seller 11 Madison Ave., 8th Floor,


By: ___________________________________________
Name:
Title:


[__________], as Purchaser


By: ___________________________________________
Name:
Title:
140






ATTACHMENT A

UBS AG
New York, New York 10010

MASTER BAILEE LETTER

[__], 20[__]

[_____]
[_____]
[_____]
Attention: [_____]
Telephone: [_____]
Email: [_____]

To Whom It May Concern:

This Master Bailee Letter is delivered pursuant to the terms and conditions of that certain eNote Control and Bailment Agreement, dated [__], 20[__] (the “Agreement”), by and among UBS AG New York Branch (“Warehouse Provider”), [Rocket Mortgage, LLC/One Reverse Mortgage, LLC] (“Seller”), and [_____] (“Purchaser”). Capitalized terms used in this Master Bailee Letter and not defined herein shall have the meanings provided in the Agreement.

This Master Bailee Letter is applicable only to eMortgage Loans that Seller desires to sell to Purchaser. The parties to and from which Control and Location are to be transferred are as set forth in this table:

Transfer from Warehouse Provider Transfer to Purchaser
CONTROL: UBS AG
MERS Org ID [***]		 [Purchaser / Custodian’s Name]
MERS Org ID [_____]
LOCATION: Deutsche Bank National Trust
Company
MERS Org ID [***]		 [Purchaser / Custodian’s Name]
MERS Org ID [_____]
DELEGATEE: Blank [Purchaser / Custodian’s Name]
MERS Org ID [_____]] / [Blank]

Warehouse Provider hereby instructs Purchaser to wire the Purchase Price for the related eMortgage Loans by wire transfer to the following account:

Bank: UBS AG
ABA#: [__]
Account Number: [________]
Account Name: [________]
Reference: Rocket Mortgage – [________]
141







If you have any questions, please email [***] or call Kathleen Donovan at [***].

Sincerely,

UBS AG

By: ______________________________________
Name:
Title:

By: ______________________________________
Name:
Title:
142
EX-31.1 4 a311-q32025rocketcompanies.htm EX-31.1 Document
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Varun Krishna, 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, 2025;
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(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 6, 2025
 By: /s/ Varun Krishna
Name: Varun Krishna
Title: Chief Executive Officer

EX-31.2 5 a312-q32025rocketcompanies.htm EX-31.2 Document
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Brian Brown, 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, 2025;
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(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 6, 2025
By:
  /s/ Brian Brown
Name: Brian Brown
Title: Chief Financial Officer and Treasurer

EX-32.1 6 a321-q32025rocketcompanies.htm EX-32.1 Document

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, Varun Krishna, 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, 2025 (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 6, 2025

By:
/s/ Varun Krishna
Name: Varun Krishna
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).
EX-32.2 7 a322-q32025rocketcompanies.htm EX-32.2 Document

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, Brian Brown, 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:

•the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2025 (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 6, 2025

By: /s/ Brian Brown
Name: Brian Brown
Title: Chief Financial Officer and Treasurer

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).