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.
ELEVENTH AMENDMENT TO MASTER REPURCHASE AGREEMENT
THIS ELEVENTH AMENDMENT, dated as of April 1, 2020, 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, September 13, 2019 and October 15, 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 [***] through and including the Termination Date, as such amount may be reduced from time to time pursuant to Section 2.3.
1.2 Exhibit. Exhibits A (Calculation of Purchase Value, Aggregate Purchase Sublimits, Eligible and Ineligible Mortgage Loans) is replaced by Exhibit A [Omitted pursuant to Item 601(a)(5) of Regulation S-K] attached to this Amendment.
1.3 Construction. All references in the Repurchase Agreement to this Agreement, herein and similar references shall be deemed to refer to the Repurchase Agreement as amended by this Amendment.
ARTICLE II - REPRESENTATIONS AND WARRANTIES
To induce the Buyer to enter into this Amendment and to continuing to Purchase Mortgage Loans under the Repurchase Agreement as amended hereby, the Sellers hereby warrant and represent to the Buyer that they are duly authorized to execute and deliver this Amendment, and to perform their obligations under the Repurchase Agreement as amended hereby, and that this Amendment constitutes the legal, valid and binding obligation of the Sellers, enforceable in accordance with its terms.
ARTICLE III - CONDITIONS PRECEDENT
This Amendment shall become effective on the date first set forth above, provided, however, that the effectiveness of this Amendment is subject to the satisfaction of each of the following conditions precedent:
3.1 Warranties. Before and after giving effect to this Amendment, the representations and warranties in Article VII of the Repurchase Agreement shall be true and correct as though made on the date hereof, except for changes that are permitted by the terms of the Repurchase Agreement. The execution by the Sellers of this Amendment shall be deemed a representation that the Sellers have complied with the foregoing condition.