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.
TENTH AMENDMENT TO MASTER REPURCHASE AGREEMENT
THIS TENTH AMENDMENT, dated as of October 15, 2019, amends and modifies a certain Master Repurchase Agreement, dated as of March 24, 2015, as amended by Amendments dated as of June 24, 2015, March 15, 2016, April 20, 2016, June 20, 2016, June 16, 2017, August 18, 2017, September 28, 2018, August 29, 2019 and September 13, 2019 (as so amended, the Repurchase Agreement), between GUILD MORTGAGE COMPANY and GUILD MORTGAGE COMPANY, LLC (the Sellers) and U.S. BANK NATIONAL ASSOCIATION (the Buyer). Terms not otherwise expressly defined herein shall have the meanings set forth in the Repurchase Agreement.
FOR VALUE RECEIVED, the Sellers and the Buyer agree that the Repurchase Agreement is amended as follows.
ARTICLE I - AMENDMENTS TO THE REPURCHASE AGREEMENT
1.1 Definitions. The following definitions in Section 1.1 are amended to read as follows:
Purchase Commitment Amount means the maximum Purchase Price for all Open Transactions which may from time to time be outstanding, being either (a) [***] on and after effectiveness of the Tenth Amendment hereof through and including January 1, 2020, or (b) [***] on and after January 2, 2020 through and including the Termination Date, as each such amount may be reduced from time to time pursuant to Section 2.3.
Termination Date means the earliest of (a) September 11, 2020, (b) the date on which the Purchase Commitment is terminated pursuant to Section 10.2 hereof or (c) the date on which the Purchase Commitment Amount is reduced to zero pursuant to Section 2.3 hereof.
1.2 Price Differential. Section 3.1 is amended to read as follows:
(a) Prior to an Event of Default. Except as provided in (b) below, Price Differential on all Open Transactions shall be determined by applying to the Purchase Price of all Purchased Mortgage Loans under such Open Transaction an annual rate equal to [***] plus the greater of (i) zero percent (0%), or (ii) the one-month LIBOR rate quoted by Buyer from Reuters Screen LIBOR01 or any successor thereto which may be designated by the Buyer as provided below, which shall be that one-month LIBOR rate in effect and reset each Business Day, adjusted for any reserve requirement and any subsequent costs arising from a change in government regulation, such rate rounded up to the nearest one-sixteenth percent. Notwithstanding the foregoing, in the event the Buyer determines (which determination shall be conclusive absent manifest error) that (i) the Price Differential rate applicable to Purchases hereunder is not ascertainable or does not adequately and fairly reflect the cost of making or maintaining such Purchases and such circumstances are unlikely to be temporary, (ii) ICE Benchmark Administration (or any Person that takes over the administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in Dollars, or (iii) the supervisor for the administrator of such interest settlement rate or a Governmental Authority having jurisdiction over the Buyer has made a public statement identifying a specific date after which such interest settlement rate shall no longer be used for determining interest rates for loans or Price Differential for Purchases, then the Buyer shall determine an alternate Price Differential rate to the one-month LIBOR rate that gives due consideration to the then prevailing market convention for determining a rate of Price