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
MASTER REPURCHASE AGREEMENT
Dated as of May 11, 2015,
CALIBER HOME LOANS, INC.,
BARCLAYS BANK PLC,
SUTTON FUNDING LLC
This AMENDMENT NO. 2 (this Amendment) is made this 10th day of May, 2016 (the Amendment Effective Date), among CALIBER HOME LOANS, INC., as seller (Seller), BARCLAYS BANK PLC, as a purchaser and as agent (Barclays or Agent) and SUTTON FUNDING LLC, as a purchaser (Sutton or a Purchaser, and collectively with Barclays, the Purchasers), to the Master Repurchase Agreement, dated as of May 11, 2015, between Seller, Barclays, and Sutton, as such agreement may be amended from time to time (the Agreement). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.
WHEREAS, Seller and the Purchasers have agreed to amend the Agreement to make certain changes thereto, each as more specifically set forth herein; and
WHEREAS, as of the date hereof, Seller represents to Purchasers that Seller is in compliance in all respects with the terms and conditions of the Agreement and each other Program Document and that no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for the mutual covenants herein contained, the parties hereto hereby agree as follows:
SECTION 1. Amendments. Effective as of the Amendment Effective Date, Section 2(a) of the Agreement is hereby amended by deleting the definition of Maturity Date in its entirety and replacing it with the following:
Maturity Date means May 13, 2016.
SECTION 2. Condition Precedent; Effectiveness. As a condition precedent to the effectiveness of this Amendment, Agent on behalf of the Purchasers shall have received from Seller an extension fee in an amount equal to $[***] (the 2016 Extension Fee) in immediately available funds, and without deduction, set-off or counterclaim in accordance with Barclays Wire Instructions no later than the Amendment Effective Date. The 2016 Extension Fee shall be deemed non-refundable and fully earned on the Amendment Effective Date. In addition, as a condition precedent to the effectiveness of this Amendment, the Agent, on behalf of the Purchasers, shall have received counterparts hereof duly executed by each of the parties hereto.
SECTION 3. Fees and Expenses. Seller agrees to pay the reasonable out of pocket costs and expenses incurred by the Agent and the Purchasers in connection with this Amendment (including all reasonable fees and out of pocket costs and expenses of Purchasers legal counsel) in accordance with Section 23 of the Agreement.