AMENDMENT NO. 5 TO MASTER REPURCHASE AGREEMENT
This Amendment No. 5 to Master Repurchase Agreement, dated as of November 22, 2017 (this Amendment), by and among Nomura Corporate Funding Americas, LLC (Buyer) and Finance of America Reverse LLC f/k/a Urban Financial of America, LLC (the Seller).
Buyer and Seller are parties to that certain Master Repurchase Agreement, dated as of April 2, 2015 (the Existing Repurchase Agreement; as amended by Amendment No. 1 to Master Repurchase Agreement, dated as of July 7, 2015, Amendment No. 2 to Master Repurchase Agreement dated as of March 31, 2016, Amendment No. 3 to Master Repurchase Agreement dated as of January 17, 2017, Amendment No. 4 to Master Repurchase Agreement dated as of March 30, 2017 and this Amendment, the Repurchase Agreement). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement.
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, 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 deleting the definition of Asset Value in its entirety and replacing it with the following:
Asset Value shall mean, with respect to (x) each Eligible Mortgage Loan other than Home Safe Loan, as of any date of determination, the product of (i) the related Purchase Price Percentage with respect to such Eligible Mortgage Loan and (ii) the lesser of (A) the Adjusted Principal Balance, (B) with respect to Pool Eligible HECM Loans, the Market Value of such Pool Eligible HECM Loans (expressed as a percentage of par and subject to modification pursuant to the terms below), and (C) with respect to Assignable Buyouts and Non-assignable Buyouts, the related Maximum Claim Amount, (y) each Home Safe Loan, as of any date of determination, the product of (i) the applicable Purchase Price Percentage for such Home Safe Loan and (ii) the Market Value of such Home Safe Loan (expressed as a percentage of par and subject to modification pursuant to the terms below) and (z) each related Ginnie Mae Security, the Purchase Price of the Pooled Loans swapped for such Ginnie Mae Security, and thereafter, except where Buyer and Seller mutually agree otherwise, such Asset Value decreased by the amount without duplication, of any cash and Income received by Buyer and applied to reduce the Purchase Price pursuant hereto. Without limiting the generality of the foregoing, Seller acknowledges that the Asset Value of a Purchased Asset may be reduced to zero by Buyer, or such other valuation as determined by Buyer in its sole discretion, if:
(a) such Purchased Asset ceases to be an Eligible Mortgage Loan;
(b) (A) the related Mortgage Note has been released from the possession of Custodian (other than to a Take-out Investor pursuant to a Bailee Letter or pursuant to an Attorney Bailee Letter) for a period in excess of [***] or
(B) the related Mortgage Note has been released from the possession of Custodian to an attorney pursuant to Section 3.2(g) of the Custodial Agreement and a fully-executed Attorney Bailee Letter is not received by Custodian within [***] of release;
(c) the Purchased Asset has been released from the possession of the Custodian under the Custodial Agreement to a Take-out Investor pursuant to a Bailee Letter or pursuant to Section 3.2(c) of the Custodial Agreement for a period in excess of [***];
(d) such Purchased Asset is a Pool Eligible HECM Loan and is not in compliance for inclusion in a Ginnie Mae Security;
(e) the related Mortgage Note, Mortgage or related guarantee, if any, are determined to be unenforceable;
(f) such Purchased Asset is identified as a Pool Eligible HECM Loan and has been subject to a Transaction in excess of [***];
(h) such Purchased Asset is a Non-assignable Buyout and the Mortgagor thereunder is subject to an eviction proceeding;
(i) such Purchased Asset has been foreclosed upon or converted to REO Property;
(k) the Buyer has determined in its good faith discretion that the
Mortgage Loan is not eligible for whole loan sale or securitization in a transaction consistent with the prevailing sale and securitization industry;
(l) such Purchased Asset is a HECM Loan that relates to any advance other than the initial advance thereunder;
(m) such Purchased Asset is a HECM Loan that has been repurchased from a Ginnie Mae securitization for a reason other than as a result of the HECM Loan Principal Balance equal or exceeding the Ginnie Mae HECM Repurchase Trigger;
(n) such Purchased Asset is a Delinquent (Non-Mortality) Home Safe Loan;
(o) such Purchased Asset is a Home Safe Loan and (A) any of the following maturity events shall have occurred: (1) the death of the last living Mortgagor thereunder or (2) any other Maturity Event or similar event as specified in the related Mortgage Note or Mortgage which would render such Home Safe Loan due and payable and (B) and the Mortgagor thereunder is subject to an eviction proceeding;
(p) a Reputational Risk Issue shall have occurred with respect to such Purchased Asset;
(q) if such Mortgage Loan is a Pooled Loan, such Pooled Loan is subject to a Transaction hereunder in excess of [***] following becoming a Pooled Loan;
(r) if the Purchase Price of such Purchased Asset, when added to the Purchase Price of all Purchased Assets of the same type (as set forth on Schedule 1 of the Pricing Side Letter) exceeds the applicable Concentration Limit (as set forth on Schedule 1 of the Pricing Side Letter) for such Purchased Asset type; or
(s) if such Mortgage Loan is subject to a Security Issuance Failure.
SECTION 2. No Commitment above the Committed Purchase Price; Initiation; Termination Section 3 of the Existing Repurchase Agreement is hereby amended by deleting the first paragraph of such section in its entirety and replacing it with the following:
SECTION 3. No Commitment above the Committed Purchase Price; Initiation; Termination. Subject to the terms and conditions set forth herein, Buyer agrees that so long as no Event of Default shall have occurred and be continuing or result therefrom (i) it shall enter into Transactions with Seller from time to time in an aggregate principal amount of up to the Available Committed Purchase Price for the related Purchase Date, and (ii) it may, in its sole discretion, enter into further Transactions with Seller from time to time in an aggregate principal amount that will exceed the Available Committed Purchase Price for the related Purchase Date to the extent they will not result in the Aggregate Utilized Purchase Price for all Purchased Assets subject to then outstanding Transactions under this Agreement to exceed the Maximum Aggregate Purchase Price; provided that the Purchase Price of each Transaction shall not be less than [***], unless otherwise agreed to by Buyer in its sole discretion; provided further that for any [***] period, there shall not be more than [***] new Transactions, unless otherwise agreed to by Buyer in its sole discretion. Any Transactions entered into at Buyers discretion in excess of the then current Committed Purchase Price shall be subject to payment of any incremental Commitment Fee as contemplated by the Pricing Side Letter. Within the foregoing limits and subject to the terms and conditions set forth herein, Seller may enter into Transactions. This Agreement is a commitment by Buyer to enter into Transactions with Seller up to an aggregate amount equal to the Committed Purchase Price. This
Agreement is not a commitment by Buyer to enter into Transactions with Seller for amounts exceeding the Committed Purchase Price, but rather, sets forth the procedures to be used in connection with periodic requests for Buyer to enter into Transactions with Seller. Seller hereby acknowledges that, beyond the Committed Purchase Price, Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement.
SECTION 3. Conditions Precedent. This Amendment shall become effective on the date hereof upon;
(a) Buyers receipt of this Amendment, executed and delivered by a duly authorized officer of the Buyer and the Seller.
(b) Buyers receipt of the Amendment No. 9 to Pricing Side Letter, executed and delivered by the Seller and the Buyer, which is reasonably satisfactory to Buyer in form and substance.
SECTION 4. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms and the execution of this Amendment.
SECTION 5. Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart. Counterparts may be delivered electronically.
SECTION 6. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.
SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF, OTHER THAN SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL GOVERN.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.
|NOMURA CORPORATE FUNDING AMERICAS, LLC, as Buyer|
|Name: Sanil Patel|
|Title: Managing Director|
Signature Page to Amendment No. 5 to Master Repurchase Agreement
|FINANCE OF AMERICA REVERSE LLC f/k/a URBAN FINANCIAL OF AMERICA, LLC|
|Name: Robert Conway|
Signature Page to Amendment No. 5 to Master Repurchase Agreement