AMENDMENT NO. 3
TO MASTER REPURCHASE AGREEMENT
Amendment No. 3 to Master Repurchase Agreement, dated as of June 28, 2016 (this Amendment), by and between Bank of America, N.A. (Buyer) and United Shore Financial Services, LLC (Seller).
Buyer and Seller are parties to that certain Master Repurchase Agreement, dated as of December 31, 2014 (as amended from time to time, the Existing Master Repurchase Agreement; and as amended by this Amendment, the Master Repurchase Agreement).
Buyer and Seller have agreed, subject to the terms and conditions of this Amendment, that the Existing Master Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Master Repurchase Agreement.
Accordingly, Buyer and Seller hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Master Repurchase Agreement is hereby amended as follows:
SECTION 1. Definitions. Exhibit A to the Existing Master Repurchase Agreement is hereby amended by deleting the definitions of Liquidity and Tangible Net Worth in their entirety and replacing them with the following, respectively:
Liquidity: As of any date of determination, the sum of (a) Sellers unrestricted and unencumbered cash and Cash Equivalents, (b) the balance in the Over/Under Account exclusive of funds held due to a Margin Deficit or Margin Call and (c) [***] percent of Sellers unused, available and committed borrowing capacity under Sellers mortgage loan repurchase or warehouse financing facilities (other than this Agreement). By way of example but not limitation, cash in escrow and/or impound accounts shall not be included in this calculation.
Tangible Net Worth: As of any date of determination, (i) the Net Worth of Seller and its consolidated Subsidiaries, on a combined basis, determined in accordance with GAAP, plus (ii) Subordinated Debt as evidenced by an executed subordination agreement, in form and substance satisfactory to Buyer, minus (iii) all intangibles determined in accordance with GAAP (including, without limitation, goodwill, capitalized financing costs and capitalized administration costs but excluding mortgage servicing rights) and any and all advances to, investments in and receivables held from Affiliates, minus (iv) the sum of (a) loans with a loan age since origination of greater than ninety (90) days, (b) loans that have been repurchased by Seller and (c) real estate owned net of acceptable financing (financing must be deemed acceptable by Buyer in its sole discretion) plus (v) up to [***] in the aggregate of the loans identified in clauses (iv)(a) and (b) above.
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Certain portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K. This information is not material and would likely cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been redacted.