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