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. 6 TO
SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Amendment No. 6 to Second Amended and Restated Master Repurchase Agreement, dated as of October 23, 2018, among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the Administrative Agent), CREDIT SUISSE AG, a company incorporated under the laws of Switzerland, acting through its Cayman Islands Branch (CS Cayman and a Buyer), ALPINE SECURITIZATION LTD (Alpine and a Buyer) and CALIBER HOME LOANS, INC. (the Seller).
The Administrative Agent, the Buyers and the Seller are parties to that certain Second Amended and Restated Master Repurchase Agreement, dated as of August 26, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the Existing Repurchase Agreement; as further amended by this Amendment, the Repurchase Agreement) and the related Amended and Restated Pricing Side Letter, dated as of August 26, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the Pricing Side Letter). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement.
The Administrative Agent, the Buyers 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 Administrative Agent, the Buyers 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. Definitions. Section 2 of the Existing Repurchase Agreement is hereby amended by:
1.1 deleting the definition of Aged Loan in its entirety;
1.2 deleting the definitions of Change in Control and Settlement Agent in their entirety and replacing them with the following:
Change in Control means (a) at any time prior to a public offering of Seller, LSF6 Service Operations, LLC ceases to collectively own, directly or indirectly, at least 50.01% of Seller, and (b) at any time after a public offering of Seller, any person or group other than LSF6 Service Operations, LLC owns, directly or indirectly, more than thirty-five percent (35%) of Seller.
Settlement Agent means, with respect to any Transaction the subject of which is a Wet-Ink Mortgage Loan, the entity approved by Buyers or Administrative Agent, in their sole good-faith discretion, which may be a third-party title company, escrow company or attorney or a title company or escrow company affiliated with the Seller, in any case, in accordance with local law and practice in the jurisdiction where the related Wet-Ink Mortgage Loan is being originated. A Settlement Agent is deemed approved unless Administrative Agent notifies Seller otherwise at any time electronically or in writing.