AMENDMENT NO. 1
TO MASTER REPURCHASE AGREEMENT
Amendment No. 1 to Master Repurchase Agreement, dated as of November 4, 2015 (this Amendment), between UBS Bank USA (the Buyer) and United Shore Financial Services, LLC (the Seller).
The Buyer and Seller are parties to (a) that certain Master Repurchase Agreement, dated as of November 5, 2014 (the Existing Repurchase Agreement; as amended by this Amendment, the Repurchase Agreement) and (b) that certain Pricing Letter, dated as of November 5, 2014 (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.
The Buyer and Seller have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement.
Accordingly, the Buyer and Seller hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:
SECTION 1. Definitions. Section 2 of the Existing Repurchase Agreement is hereby amended by:
1.1 deleting the definition of Maximum Available Purchase Price and all references to Maximum Available Purchase Price shall be deemed references to Maximum Aggregate Purchase Price;
1.2 deleting the definitions of Agency Certified Mortgage Loan, Resi Facility, Resi Operating Account and RHS in their entirety and all references thereto.
1.3 replacing all references to RHS with RD;
1.4 deleting the definitions of Agency Approvals and Change in Control in their entirety and replacing them with the following:
Agency Approval shall mean the approvals of Seller from the relevant Agencies as set forth on Schedule 6 hereof.
Change in Control shall mean:
(a) any transaction or event as a result of which Jeffrey A. Ishbia and Mat Ishbia, collectively, cease to own directly or indirectly 70% of the stock of SFS Holding Corp.; or