Amendment No. 2 to Amended and Restated Master Repurchase Agreement, dated December 13, 2017, between UBS, AG, as buyer, and Caliber Home Loans, Inc., as seller
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.
AMENDMENT NO. 2 TO AMENDED AND RESTATED
MASTER REPURCHASE AGREEMENT
Amendment No. 2 to Amended and Restated Master Repurchase Agreement, dated as of December 13, 2017 (the Amendment), between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (the Buyer) and CALIBER HOME LOANS, INC. (the Seller).
The Buyer and the Seller are parties to (a) that certain Amended and Restated Master Repurchase Agreement, dated as of November 25, 2016 (as amended Amendment No. 1, dated as of June 16, 2017, the Existing Repurchase Agreement, as further amended by this Amendment, the Repurchase Agreement) and (b) that certain Pricing Letter, dated as of November 25, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the Pricing Letter). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement and the Pricing Letter, as applicable.
The Buyer and the 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, the Buyer and the 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. Temporary Amendment. For the purposes of this Amendment, this Section 1 will be effective only for the period beginning on the Amendment Effective Date and ending on January 31, 2018 (the Temporary Amendment Period).
1.1 Payment, Transfer; Accounts. Section 9(f) of the Existing Repurchase Agreement is hereby amended by deleting such section in its entirety and replacing them with the following, which amendment shall be effective solely during the Temporary Amendment Period:
(f) Buydown Amount. The Buydown Amount shall be held as unsegregated cash margin and collateral for all Obligations under this Agreement. To the extent the Minimum Buydown Threshold is met, such amount shall accrue interest at the Operating Account Rate. In no event shall interest accrue on (i) amounts in excess of the Minimum Buydown Threshold or (ii) to the extent the Buydown Amount is less than the Minimum Buydown Threshold. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default or an Event of Default exists, the Buyer shall be entitled to use any or all of the Buydown Amount and to withdraw such amount from the Operating Account in Buyers sole discretion to cure such circumstance or otherwise exercise remedies available to the Buyer without prior notice to, or consent from, Seller. Regardless of whether a Margin Call or other Default or an Event of Default exists, Buyer also may withdraw interest paid to the Operating Account in its discretion
from time to time, and without prior notice to or consent from the Seller, as a full or partial off-set to Sellers obligation hereunder to pay the Price Differential. Within [***] receipt of written request from Seller, and provided no Margin Call or other Default or an Event of Default exists, Buyer shall withdraw any portion of such Buydown Amount from the Operating Account and promptly remit such amount back to Seller.
SECTION 2. Conditions Precedent. This Amendment shall become effective as of the date hereof (the Amendment Effective Date), subject to the satisfaction of the following conditions precedent:
2.1 Delivered Documents. On the Amendment Effective Date, the Buyer shall have received this Amendment, executed and delivered by duly authorized officers of the Buyer and Seller and satisfactory to the Buyer in form and substance:
SECTION 3. Ratification of Agreement. As amended by this Amendment, the Existing Repurchase Agreement is in all respects ratified and confirmed and the Existing Repurchase Agreement as so modified by this Amendment shall be read, taken, and construed as one and the same instrument.
SECTION 4. Representations and Warranties. Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 10 of the Repurchase Agreement. Seller hereby represents and warrants that this Amendment has been duly and validly executed and delivered by it, and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.
SECTION 5. Limited Effect. Section 1 of this Amendment shall be effective solely during the Temporary Amendment Period. 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.
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. 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. The parties agree that this Amendment, any documents to be delivered pursuant to this Amendment and any notices hereunder may be transmitted between them by email and/or by facsimile. Delivery of an executed counterpart of a signature page of this Amendment in Portable Document Format (PDF) or by facsimile shall be effective as delivery of a manually executed original counterpart of this Amendment. The original documents shall be promptly delivered, if requested.
SECTION 8. Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
SECTION 9. GOVERNING LAW. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AMENDMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AMENDMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE EFFECTIVENESS, VALIDITY AND ENFORCEABILITY OF ELECTRONIC CONTRACTS, OTHER RECORDS, ELECTRONIC RECORDS AND ELECTRONIC SIGNATURES USED IN CONNECTION WITH ANY ELECTRONIC TRANSACTION BETWEEN BUYER AND SELLER SHALL BE GOVERNED BY E-SIGN.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the Buyer and the Seller have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.
UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK, as Buyer
|By:||/s/ Kimberly Browne|
|Name: Kimberly Browne|
|Title: Managing Director|
|By:||/s/ Ari Lash|
|Name: Ari Lash|
|Title: Executive Director|
|CALIBER HOME LOANS, INC., as Seller|
|By:||/s/ William Dellal|
Signature Page to Amendment No. 2 to Amended and Restated Master Repurchase Agreement