TAX RECEIVABLE AGREEMENT among SFS Holding Corp. and UWM Holdings Corporation Dated as of January 21, 2021Tax Receivable Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of January 21, 2021, is hereby entered into by and among UWM Holdings Corporation, a Delaware corporation (the “Corporate Taxpayer”) and SFS Holding Corp., a Michigan corporation (“SFS” and together with each of its successors and assigns thereto, the “Members”).
MASTER REPURCHASE AGREEMENT Between BARCLAYS BANK PLC, as Purchaser and Agent and UNITED SHORE FINANCIAL SERVICES, LLC, as Seller Dated as of September 8, 2020Master Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
BARCLAYS BANK PLC, in its capacity as purchaser (together with its permitted successors and assigns in such capacity hereunder, “Barclays” or a “Purchaser”) and agent pursuant hereto (together with its permitted successors and assigns in such capacity hereunder, “Agent”),
MASTER REPURCHASE AGREEMENT between BANK OF AMERICA, N.A. (“Buyer”) and UNITED SHORE FINANCIAL SERVICES, LLC (“Seller”) dated as of December 31, 2014Master Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
THIS MASTER REPURCHASE AGREEMENT (the “Agreement”) is made and entered into as of December 31, 2014, by and between Bank of America, N.A., a national banking association (“Buyer”), and United Shore Financial Services, LLC, a Michigan limited liability company (“Seller”).
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as administrative agent (“Administrative Agent”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISLANDS BRANCH, as...Master Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
This is an AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of May 8, 2017, by and among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, (“Administrative Agent”) on behalf of Buyers, including but not limited to Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch (“CS Cayman” and a “Buyer”) and Alpine Securitization LTD (“Alpine” and a “Buyer”) and United Shore Financial Services, LLC (“Seller”).
MASTER REPURCHASE AGREEMENT Between: UBS BANK USA, as Buyer and UNITED SHORE FINANCIAL SERVICES, LLC, as Seller Dated as of November 5, 2014Master Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
This is a MASTER REPURCHASE AGREEMENT (the “Agreement”), dated as of November 5, 2014, by and between UNITED SHORE FINANCIAL SERVICES, LLC, a Michigan limited liability company (the “Seller”) and UBS BANK USA, a Utah corporation (the “Buyer”).
AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of January 21, 2021, is made and entered into by and among (i) UWM Holdings Corporation (f/k/a Gores Holdings IV, Inc.), a Delaware corporation (the “Company”), (ii) Gores Sponsor IV LLC, a Delaware limited liability company (the “Sponsor”), (iii) Randall Bort, (iv) William Patton, (v) Jeffrey Rea (together with Randall Bort, William Patton, Sponsor, the “Gores Holders”), and (vi) SFS Holding Corp., a Michigan corporation (the “SFS Holder”) and their respective Permitted Transferees (as defined herein). The Gores Holders, the SFS Holder and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement are each referred to herein as a “Holder” and collectively as the “Holders”).
UNITED SHORE FINANCIAL SERVICES, LLC as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee Indenture Dated as of November 3, 2020 5.500% Senior Notes Due 2025Indenture • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
INDENTURE, dated as of November 3, 2020, between UNITED SHORE FINANCIAL SERVICES LLC, a Michigan limited liability company, as the Company, and US BANK NATIONAL ASSOCIATION, a national banking association, as Trustee.
AMENDMENT NO. 11 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
This is a MASTER REPURCHASE AGREEMENT, dated as of May 9, 2019, among UNITED SHORE REPO SELLER 1 LLC, a Delaware limited liability company (the “Seller”), UNITED SHORE REPO TRUST 1, a Delaware statutory trust (the “Trust Subsidiary” and together with Seller, each a “Seller Party” and collectively, the “Seller Parties”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association organized under the laws of the United States (the “Buyer”).
ASSIGNMENT AND AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT AND ASSIGNMENT AND AMENDMENT NO. 7 TO PRICING LETTERMaster Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
Assignor and Seller are parties to that certain (a) Master Repurchase Agreement, dated as of November 5, 2014 (as amended by Amendment No. 1, dated as of November 4, 2015, the “Existing Repurchase Agreement”, and as further amended by this Amendment, the “Repurchase Agreement”) and (b) Pricing Letter, dated as of November 5, 2014 (as amended by Amendment No. 1, dated as of July 9, 2015, Amendment No. 2, dated as of July 17, 2015, Amendment No. 3, dated as of November 4, 2015, Amendment No. 4, dated as of January 26, 2016, Amendment No. 5, dated as of March 7, 2016 and Amendment No. 6, dated as of June 4, 2016, the “Existing Pricing Letter”, and as further amended by this Amendment, the “Pricing Letter”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement and Existing Pricing Letter, as applicable.
AMENDMENT NO. 9 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
Amendment No. 9 to Master Repurchase Agreement, dated as of April 15, 2020 (this “Amendment”), between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (the “Buyer”) and United Shore Financial Services, LLC (the “Seller”).
AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
Amendment No. 3 to Master Repurchase Agreement, dated as of November 2, 2016 (this “Amendment”), between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (the “Buyer”) and United Shore Financial Services, LLC (the “Seller”).
LEASE AGREEMENT by and between PONTIAC SOUTH BOULEVARD, LLC, a Michigan limited liability company and UNITED SHORE FINANCIAL SERVICES, LLC, a Michigan limited liability companyLease Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • Michigan
Set forth below is a summary of certain terms and conditions of the Lease Agreement between Pontiac South Boulevard, LLC, a Michigan limited liability company, as Landlord, and United Shore Financial Services, LLC, a Michigan limited liability company, as Tenant, solely for the convenience of the parties. In the event there is a conflict between this Lease Summary and the terms and conditions of the Lease, the terms and conditions of the Lease shall prevail.
AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
Amendment No. 2 to Master Repurchase Agreement, dated as of December 30, 2015 (this “Amendment”), by and between Bank of America, N.A. (“Buyer”) and United Shore Financial Services, LLC (“Seller”).
FOURTH AMENDMENT TO LEASELease • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents
This Fourth Amendment To Lease (“4th Amendment”) is made this 21st day of February, 2019, and shall be effective as of January 1, 2018 (the “Effective Date”), by and between Pontiac Center Investment, LLC, a Michigan limited liability company (the “Landlord”) and United Shore Financial Services, LLC, a Michigan limited liability company (the “Tenant”) with respect to the Lease dated June 28, 2017, as amended pursuant to the First Amendment To Lease dated May 11, 2018, Second Amendment To Lease dated June 20, 2018, and Third Amendment To Lease dated September 28, 2018 (collectively, the “Lease”) of the premises commonly known as 585 South Boulevard East, Pontiac, Michigan, as more particularly described in the Lease (the “Premises”).
AMENDMENT NO. 8 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
Amendment No. 8 to Master Repurchase Agreement, dated as of January 13, 2020 (this “Amendment”), by and between Bank of America, N.A. (“Buyer”) and United Shore Financial Services, LLC (“Seller”).
OMNIBUS AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, AMENDED AND RESTATED PRICING SIDE LETTER AND MARGIN, SETOFF AND MASTER NETTING AGREEMENTMaster Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
Omnibus Amendment, dated as of January 19, 2021 (this “Amendment”), among Credit Suisse First Boston Mortgage Capital LLC (the “Administrative Agent”), Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch (“CS Cayman”, a “Committed Buyer” and a “Buyer”), Alpine Securitization LTD (“Alpine” and a “Buyer”) and other Buyers from time to time party to the Repurchase Agreement (collectively, the “Buyers”), Credit Suisse Securities (USA) LLC (“CS Securities”), United Wholesale Mortgage, LLC (f/k/a United Shore Financial Services, LLC) (the “Seller”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • Michigan
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made, entered into as of September 26, 2012 (the “Effective Date”), by and between United Shore Financial Services, LLC, a Michigan limited liability company (the “Company”), with its registered office located at 770 S. Adams Road, Birmingham, Michigan 48009, and Timothy Forrester (the “Executive”), whose address is 13 Bayberry Road, Princeton, NJ 08540-7418.
AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • Delaware
This Amendment to Business Combination Agreement (this “Amendment”), dated as of December 14, 2020, is entered into by and among Gores Holdings IV, Inc., a Delaware corporation (“GHIV”), United Shore Financial Services, LLC d/b/a United Wholesale Mortgage, a Michigan limited liability company (the “Company”), UWM Holdings, LLC, a Delaware limited liability company (“UWM LLC”), and SFS Holding Corp., a Michigan corporation (“SFS Corp.”). GHIV, the Company, UWM LLC and SFS Corp. are referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 8 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
Amendment No. 8 to Master Repurchase Agreement, dated as of January 13, 2020 (this “Amendment”), between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (the “Buyer”) and United Shore Financial Services, LLC (the “Seller”).
AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
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”).
AMENDMENT NO. 7 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
Amendment No. 7 to Master Repurchase Agreement, dated as of February 21, 2019 (this “Amendment”), between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (the “Buyer”) and United Shore Financial Services, LLC (the “Seller”).
PARKING AREA LEASE AGREEMENTParking Area Lease Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • Michigan
This Parking Area Lease Agreement (“Lease”) is entered into on May 30, 2019, and shall be effective as of January 1, 2019 (the “Effective Date”), between Pontiac Center Parking, LLC, a Michigan limited liability company, with offices at 251 E. Merrill Street, Suite 212, Birmingham, Michigan 48009 (“Landlord”) and United Shore Financial Services, LLC, a Michigan limited liability company, with offices located at 585 South Blvd. E., Pontiac, Michigan 48341 (“Tenant”).
AMENDMENT NO. 10 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
Amendment No. 10 to Master Repurchase Agreement, dated as of August 3, 2020 (this “Amendment”), between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (the “Buyer”) and United Shore Financial Services, LLC (the “Seller”).
AMENDMENT NO. 11 TO MASTER REPURCHASE AGREEMENT AND AMENDMENT NO. 24 TO PRICING LETTERMaster Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
Amendment No 11 to Master Repurchase Agreement and Amendment No. 24 Pricing Letter, dated as of December 14, 2020 (this “Amendment”), between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (the “Buyer”) and United Wholesale Mortgage, LLC (f/k/a United Shore Financial Services, LLC) (the “Seller”).
AMENDMENT NO. 4 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
Amendment No. 4 to Master Repurchase Agreement, dated as of December 16, 2016 (this “Amendment”), by and between Bank of America, N.A. (“Buyer”) and United Shore Financial Services, LLC (“Seller”).
PONTIAC CENTER PONTIAC, MICHIGAN LEASELease • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • Michigan
This Lease is made between Landlord and Tenant hereinafter identified in Sections 1(b) and 1(c) hereof, respectively, and constitutes a Lease between the parties of the “Demised Premises” in the “Building,” as defined in Section 2.1 hereof, upon the terms and conditions and with and subject to the covenants and agreements of the parties hereinafter set forth.
OMNIBUS AMENDMENT TO MASTER REPURCHASE AGREEMENT, MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT, TRANSACTIONS TERMS LETTER AND MASTER MARGINING, SETOFF AND NETTING AGREEMENTMaster Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
Omnibus Amendment to Master Repurchase Agreement, Mortgage Loan Participation Purchase and Sale Agreement, Transactions Terms Letter and Master Margining, Setoff and Netting Agreement, dated as of December 16, 2020 (this “Amendment”), between Bank of America, N.A. (the “Buyer”) and United Wholesale Mortgage, LLC (f/k/a United Shore Financial Services, LLC) (the “Seller”).
AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
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”).
AMENDMENT NO. 6 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
Amendment No. 6 to Master Repurchase Agreement, dated as of December 14, 2018 (this “Amendment”), by and between Bank of America, N.A. (“Buyer”) and United Shore Financial Services, LLC (“Seller”).
FIRST AMENDMENT TO LEASELease • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents
This First Amendment To Lease (“Amendment”) is made this 11th day of May, 2018, and shall be effective as of January 1, 2018 (the “Effective Date”), by and between Pontiac Center Investment, LLC, a Michigan limited liability company (the “Landlord”) and United Shore Financial Services, LLC, a Michigan limited liability company (the “Tenant”) with respect to the Lease dated June 28, 2017 (the “Lease”) of the premises commonly known as 585 South Boulevard East, Pontiac, Michigan, as more particularly described in the Lease (the “Premises”).
PONTIAC CENTER EAST LLC PONTIAC, MICHIGAN 48341 LEASE AGREEMENTLease Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • Michigan
This Lease Agreement (“Lease”) is made between Landlord and Tenant hereinafter identified in Sections 1(b) and 1(c) hereof, respectively, and constitutes a Lease between the parties of the Demised Premises (as defined in Section 2.1 below), upon the terms and conditions and with and subject to the covenants and agreements of the parties hereinafter set forth.
AMENDMENT NO. 6 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
Amendment No. 6 to Master Repurchase Agreement, dated as of January 14, 2019 (this “Amendment”), between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (the “Buyer”) and United Shore Financial Services, LLC (the “Seller”).
AMENDMENT NO. 5 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
Amendment No. 5 to Master Repurchase Agreement, dated as of May 30, 2018 (this “Amendment”), between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (the “Buyer”) and United Shore Financial Services, LLC (the “Seller”).
AMENDMENT NO. 7 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
Amendment No. 7 to Master Repurchase Agreement, dated as of December 14, 2018 (this “Amendment”), by and between Bank of America, N.A. (“Buyer”) and United Shore Financial Services, LLC (“Seller”).
Master Repurchase Agreement September 1996 Version Dated as of March 7, 2019 Between: Jefferies Funding LLC (“BUYER”) And United Shore Financial Services, LLC (“SELLER”)Master Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
