Amendment No. 2 to Master Repurchase Agreement, dated November 21, 2019, among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, Credit Suisse AG, Cayman Islands Branch, as buyer, and Caliber Home Loans, Inc., as seller

AMENDMENT NO. 2 TO

MASTER REPURCHASE AGREEMENT

November 21, 2019

This Amendment No. 2 (this “Amendment”) to the VFN Repurchase Agreement (defined below), is entered into as of November 21, 2019, by and among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent (the “Administrative Agent”), Credit Suisse AG, Cayman Islands Branch, as buyer (“Buyer”), and Caliber Home Loans, Inc. (“Caliber”), as seller (“Seller”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the VFN Repurchase Agreement or the Base Indenture (defined below), as applicable.

W I T N E S S E T H:

WHEREAS, Buyer, Seller and the Administrative Agent have entered into that certain Master Repurchase Agreement, dated as of April 2, 2018 (as amended by Amendment No. 1 dated as of May 7, 2018, and as the same may be amended, restated, supplemented or otherwise modified from time to time, the “VFN Repurchase Agreement”);

WHEREAS, Buyer, Seller and Administrative Agent have agreed, subject to the terms of this Amendment, that the VFN Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the VFN Repurchase Agreement;

WHEREAS, the Issuer, Citibank, N.A., as Indenture Trustee, as calculation agent (in such capacity, the “Calculation Agent”), as paying agent (in such capacity, the “Paying Agent”) and as securities intermediary (in such capacity, the “Securities Intermediary”), Caliber, as administrator (in such capacity, the “Administrator”) and as servicer (in such capacity, the “Servicer”), the Administrative Agent and PentAlpha Surveillance LLC, as credit manager, are parties to that certain Base Indenture, dated as of April 2, 2018 (as amended by Amendment No. 1 thereto, dated as of May 7, 2018, Amendment No. 2 thereto dated as of even date herewith, and as may be amended, restated, supplemented, or otherwise modified from time to time, the “Base Indenture”), as supplemented by the Series 2018-VF1 Indenture Supplement, dated as of April 2, 2018, by and among the Issuer, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary, the Administrator, the Servicer and the Administrative Agent (as amended by Amendment No. 1 dated as of January 9, 2019, Amendment No. 2 dated as of October 22, 2019, Amendment No. 3 dated as of even date herewith, and as may be amended, restated, supplemented or otherwise modified from time to time, the “Series 2018-VF1 Indenture Supplement”);

WHEREAS, pursuant to Section 10.3(e)(iii) of the Base Indenture, so long as any Note is Outstanding and until all obligations have been paid in full, Caliber shall not consent to any amendment, modification or waiver of any term or condition of any Transaction Document, without the prior written consent of the Administrative Agent; and

WHEREAS, the VFN Repurchase Agreement is a Transaction Document.

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NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller, Buyer and the Administrative Agent agree as follows:

SECTION 1. Amendment. The VFN Repurchase Agreement is hereby amended by deleting the definition of “Base Rate” from Section 1.01 thereof in its entirety and replacing it with the following:

“Base Rate” means the greater of (a) the LIBOR Rate or (b) [***].

SECTION 2. Consent. Each of Buyer, Seller, and the Administrative Agent hereby consents to this Amendment and acknowledges and agrees that the amendments effected by this Amendment shall become effective on the Effective Date.

SECTION 3. Conditions to Effectiveness of this Amendment. This Amendment shall become effective upon the latest to occur of execution and delivery of this Amendment by all parties hereto (the “Effective Date”).

SECTION 4. No Default; Representations and Warranties. To induce Buyer to provide the amendments set forth herein, Seller hereby represents, warrants and covenants that:

(a) no Event of Default has occurred and is continuing on the date hereof; and

(b) Seller’s representations and warranties contained in the VFN Repurchase Agreement are true and correct in all material respects and such representations and warranties are remade as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case, they were true, correct and complete in all material respects on and as of such earlier date.

SECTION 5. Single Agreement. Except as expressly amended and modified by this Amendment, all of the terms and conditions of the VFN Repurchase Agreement remain in full force and effect and are hereby reaffirmed.

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 CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

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SECTION 8. Counterparts. This Amendment may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page by facsimile, pdf. format or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

[Signatures appear on the following pages]

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first above written.

[Signature page to Amendment No. 2 to VFN Repurchase Agreement]

[Signature page to Amendment No. 2 to VFN Repurchase Agreement]

[Signature Page to Amendment No. 2 to VFN Repurchase Agreement]