AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Between: UBS REAL ESTATE SECURITIES INC., as Buyer and QUICKEN LOANS INC., as Seller Dated as of April 10, 2015Master Repurchase Agreement • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • New York
This is an AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (the “Agreement”), dated as of April 10, 2015, between Quicken Loans Inc., a Michigan Corporation (the “Seller”) and UBS Real Estate Securities Inc., a Delaware corporation (the “Buyer”).
TAX RECEIVABLE AGREEMENT among ROCKET COMPANIES, INC., DANIEL GILBERT and ROCK HOLDINGS INC.Tax Receivable Agreement • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • New York
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [ ], 2020, is hereby entered into by and among Rocket Companies, Inc., a Delaware corporation (the “Corporate Taxpayer”), Daniel Gilbert (“Gilbert”), and Rock Holdings Inc., a Michigan corporation (“RHI” and together with Gilbert and along with each of the successors and assigns thereto, the “Members”).
MASTER REPURCHASE AGREEMENT Dated as of June 12, 2020 Between: JEFFERIES FUNDING LLC, as Buyer, and QUICKEN LOANS, LLC, as SellerMaster Repurchase Agreement • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • New York
MASTER REPURCHASE AGREEMENT, dated as of June 12, 2020, between Quicken Loans, LLC, a Michigan limited liability company (the “Seller”), and Jefferies Funding LLC, a Delaware limited liability company (“Buyer”).
REGISTRATION RIGHTS AGREEMENT dated as of [•], 2020 between ROCK HOLDINGS INC., DANIEL GILBERT AND ROCKET COMPANIES, INC.Registration Rights Agreement • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • New York
This Registration Rights Agreement (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [•] 2020, is made by and among Rock Holdings Inc. (“RHI”), Daniel Gilbert (“Gilbert”) and Rocket Companies, Inc. (the “Company”).
MASTER REPURCHASE AGREEMENT between BANK OF AMERICA, N.A. (“Buyer”) and QUICKEN LOANS INC. (“Seller”) dated as of October 16, 2015Master Repurchase Agreement • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • New York
THIS MASTER REPURCHASE AGREEMENT (the “Agreement”) is made and entered into as of October 16, 2015 by and between Bank of America, N.A., a national banking association (“Buyer”), and Quicken Loans Inc., a Michigan corporation (“Seller”).
GUARANTYGuaranty • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • New York
GUARANTY, dated as of December 14, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), made by Quicken Loans Inc., a Michigan corporation (the “Guarantor”), in favor of JPMorgan Chase Bank, National Association (the “Buyer”).
ONE NORTH CENTRAL OFFICE LEASE AGP ONE NORTH CENTRAL OWNER LLC, a Delaware limited liability company as Landlord, and QUICKEN LOANS, INC., a Michigan corporation as Tenant.Office Lease • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • Arizona
This Office Lease, which includes the preceding Summary attached hereto and incorporated herein by this reference (the Office Lease and Summary to be known sometimes collectively hereafter as the “Lease”), dated as of the date set forth in Section 1 of the Summary, is made by and between AGP ONE NORTH CENTRAL OWNER, LLC, a Delaware limited liability company (“Landlord”) and QUICKEN LOANS, INC., a Michigan corporation (“Tenant”).
EXCHANGE AGREEMENTExchange Agreement • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • New York
EXCHANGE AGREEMENT (this “Agreement”), dated as of [•], 2020, by and among RKT Holdings, LLC, a Michigan limited liability company (the “Company”), Rocket Companies, Inc., a Delaware corporation (“RocketCo”), and the Holders (as defined below).
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. ONE CAMPUS MARTIUS...Lease • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents
AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • New York
This is a MASTER REPURCHASE AGREEMENT, dated as of December 14, 2017, among QL GINNIE EBO, LLC, a Delaware limited liability company, as seller (“Seller”), QL GINNIE REO, LLC, a Delaware limited liability company, as REO Subsidiary (“REO Subsidiary” and together with Seller, the “Seller Parties”), QUICKEN LOANS INC., a Michigan corporation, as owner and servicer and as guarantor (“Guarantor”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association organized under the laws of the United States (the “Buyer”).
FOURTH LEASE AMENDMENTFourth Lease • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents
This FOURTH LEASE AMENDMENT (this “Amendment”) is made as of the 21th day of March 2007, by and between 800 TOWER SPE LLC, having an office at c/o Gale Real Estate Services Company, LLC, 4 Becker Farm Road, Roseland, New Jersey 07068 (“Landlord”), and QUICKEN LOANS, INC., having an office at 20555 Victor Parkway, Livonia, Michigan 48152 (“Tenant”).
EIGHTH AMENDMENT TO LEASEEighth Amendment to Lease • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents
This Eighth Amendment to Lease (this “Amendment”) is executed as of November , 2012 (the “Eighth Amendment Date”), between 800 NTCC, LLC, a Delaware limited liability company (“Landlord”), successor in interest, and QUICKEN LOANS INC., a Michigan corporation (“Tenant”).
SECOND AMENDMENT TO 800 TOWER DRIVE LEASERocket Companies, Inc. • July 7th, 2020 • Mortgage bankers & loan correspondents
THIS SECOND AMENDMENT TO 800 TOWER DRIVE LEASE, dated as of the 31st day of October, 2005 (“Second Amendment”) , is being entered into between 800 TOWER SPE LLC (hereinafter called “Landlord”) , a Delaware limited liability company, having an address at The Gale Management Company, L.L.C., Park Avenue at Morris County, 100 Campus Drive, Suite 200, Florham Park, New Jersey 07932 and QUICKEN LOANS, INC., a Michigan corporation, having an address at 2055 Victor Parkway, Livonia, Michigan 48152, Attention: Corporate Counsel and a Taxpayer Identification Number of 38-2603955 (hereinafter called “Tenant”).
FIRST AMENDMENT TO 800 TOWER DRIVE LEASEDrive Lease • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents
THIS FIRST AMENDMENT TO 800 TOWER DRIVE LEASE (this “First Amendment”) is made this 13th day of July, 2005, by and between 800 TOWER SPE LLC, a Delaware limited liability company, successor in interest to PW/MS OP SUB I, LLC, a Delaware limited liability company (“PW/MS”), whose address is c/o The Gale Company, L.L.C., Park Avenue at Morris County, 100 Campus Drive, Suite 200, Florham Park, New Jersey 07932-1007 (hereinafter referred to as “Landlord”), and QUICKEN LOANS, INC., a Michigan corporation, whose address is 20555 Victor Parkway, Livonia, Michigan 48152, Attention: Corporate Counsel (hereinafter referred to as “Tenant”).
THIRD LEASE AMENDMENTThird Lease Amendment • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents
This THIRD LEASE AMENDMENT (this “Amendment”) is made as of the 10th day of October 2006, by and between 800 TOWER SPE LLC, having an office at c/o The Gale Company, LLC, 100 Campus Drive, Suite 200, Florham Park, New Jersey 07932 (“Landlord”), and QUICKEN LOANS, INC., having an office at 20555 Victor Parkway, Livonia, Michigan 48152 (“Tenant”).
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. 1401 ROSA PARKS...Lease • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents
SECOND AMENDMENT TO LEASE (One North Central)Tenant Work Letter • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents
THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) is made and entered into as of the 12th day of August, 2019, by and between AGP ONE NORTH CENTRAL OWNER LLC, a Delaware limited liability company (“Landlord”) and QUICKEN LOANS INC., a Michigan corporation (“Tenant”).
SECOND AMENDMENT TO AMENDED AND RESTATED LEASERocket Companies, Inc. • July 7th, 2020 • Mortgage bankers & loan correspondents • Michigan
FIFTH AMENDMENT OF LEASELease • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents
THIS FIFTH AMENDMENT OF LEASE (this “Amendment”) dated as of the 4th day of May 2009, between GATEWAY LEWIS, LLC, a California limited liability company, having an office c/o Emmes Asset Management Company LLC, 420 Lexington Avenue, Suite 900, New York, New York 10170 (“Landlord”), and QUICKEN LOANS, INC., having its principal office at 20555 Victor Parkway, Livonia, Michigan 48152 (“Tenant”).
TENTH AMENDMENT TO LEASELease • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents
This Tenth Amendment to Lease (this “Amendment”) is executed as of 5/18, 2015 (the “Effective Date”), by and between 800 NTCC, LLC, a Delaware limited liability company (“Landlord”), successor in interest, and QUICKEN LOANS INC., a Michigan corporation (“Tenant”).
REORGANIZATION AGREEMENTReorganization Agreement • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • New York
REORGANIZATION AGREEMENT (this “Agreement”), dated as of [·], 2020, by and among Rocket Companies, Inc., a Delaware corporation (“RocketCo”), RKT Holdings, LLC, a Michigan limited liability company (“Holdco”), Rock Holdings Inc., a Michigan corporation (“RHI”) and Daniel Gilbert (“Gilbert”).
FIRST AMENDMENT TO AMENDED AND RESTATED LEASERocket Companies, Inc. • July 7th, 2020 • Mortgage bankers & loan correspondents
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. TROY, MICHIGAN LEASELease • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • New York
THIS LEASE is made between the Landlord and the Tenant hereinafter identified in Paragraphs 1(b) and 1(c) hereof, respectively, and constitutes a Lease between the parties of the “Premises” in the “Building” as defined in Paragraph 2 hereof on the terms and conditions and with and subject to the covenants and agreements of the parties hereinafter set forth.
THIRD AMENDMENT TO LEASE (One North Central)Lease • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents
THIS THIRD AMENDMENT TO LEASE (“Third Amendment”) is made and entered into as of the 14th day of October, 2019, by and between AGP ONE NORTH CENTRAL OWNER LLC, a Delaware limited liability company (“Landlord”) and QUICKEN LOANS INC., a Michigan corporation (“Tenant”).
SIXTH AMENDMENT TO LEASELease • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents
CHASE OFFICE TOWER 611 WOODWARD AVENUE DETROIT, MICHIGAN AMENDED AND RESTATED LEASELease • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents
SEVENTH AMENDMENT TO LEASELease • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents
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. HIGBEE BUILDING...Memorandum of Lease • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents
NINTH AMENDMENT TO LEASELease • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents
This Ninth Amendment to Lease (this “Amendment”) is executed as of 4/29, 2013 (the “Effective Date”), by and between 800 NTCC, LLC, a DELAWARE limited liability company (“Landlord”), successor in interest, and QUICKEN LOANS INC., a Michigan corporation (“Tenant”).
SECOND AMENDED AND RESTATED OPERATING AGREEMENT of RKT HOLDINGS, LLCOperating Agreement • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • Michigan
SECOND AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) OF RKT HOLDINGS, LLC, a Michigan limited liability company (the “Company”), dated as of [·], 2020, by and among the Company, Rocket Companies, Inc., a Delaware corporation (“RocketCo”), Rock Holdings Inc., a Michigan corporation (“RHI”) and Daniel Gilbert (“Gilbert”).
TWELFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • Michigan
THIS TWELFTH AMENDMENT TO CREDIT AGREEMENT, dated as of November 1, 2019 (this “Amendment”) is by and between QUICKEN LOANS INC. (the “Borrower”) and FIFTH THIRD BANK (the “Lender”).
ELEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • Michigan
THIS ELEVENTH AMENDMENT TO CREDIT AGREEMENT, dated as of February 28, 2019 (this “Amendment”) is by and between. QUICKEN LOANS INC. (the “Borrower”) and FIFTH THIRD BANK (the “Lender”).
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (PARTICIPATION CERTIFICATES AND SERVICING) amongMaster Repurchase Agreement • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • New York
This Amended and Restated Master Repurchase Agreement (Participation Certificates and Servicing) (as the same may be amended, modified, restated or supplemented from time to time, this “Agreement”) is made as of May 24, 2017, by and among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”) as administrative agent on behalf of Buyers, Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch (“CS Cayman” and a “Buyer”), Alpine Securitization LTD (“Alpine” and a “Buyer”) and QUICKEN LOANS INC. (the “Seller”).
AMENDMENT NO. 6 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • New York
Amendment No. 6 to Master Repurchase Agreement, dated as of April 25, 2019 (this “Amendment”), by and between Bank of America, N.A. (“Buyer”) and Quicken Loans Inc. (“Seller”).
AMENDMENT NO. 5 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • July 7th, 2020 • Rocket Companies, Inc. • Mortgage bankers & loan correspondents • New York
Amendment No. 5 to Master Repurchase Agreement, dated as of September 26, 2018 (this “Amendment”), by and between Bank of America, N.A. (“Buyer”) and Quicken Loans Inc. (“Seller”).
