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. 5
MASTER REPURCHASE AGREEMENT
Dated as of May 11, 2015,
CALIBER HOME LOANS, INC.,
BARCLAYS BANK PLC,
SUTTON FUNDING LLC
This AMENDMENT NO. 5 (this Amendment) is made this 12th day of May, 2017 (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. Omnibus Amendment. Effective as of the date hereof, each of Seller, Barclays and Sutton acknowledges and agrees that as of the date hereof with respect to this Agreement and each other Program Document, Sutton shall no longer be a Purchaser as defined therein. Notwithstanding any contrary language in the Agreement, any and all instances of the defined term Purchaser or applicable Purchaser or terms of similar import, shall be deemed to refer solely to Barclays. The parties acknowledge and agree that Barclays is the sole Purchaser under the Agreement. All instances of the defined term Sutton in the Agreement shall be replaced with Purchaser.
SECTION 2. Amendments. Effective as of the date hereof:
(a) Section 2(a) of the Agreement is hereby amended by deleting the definitions of Income, Maturity Date, Modified Loans, Net Income, Repurchase Date, Same-Day Wet-Ink Mortgage Loans, and Transaction Notice, in their entirety and replacing them with the following:
Income means, with respect to any Purchased Asset at any time, any principal and/or interest thereon and all dividends, sale proceeds, securitization proceeds, liquidation proceeds, insurance proceeds (including without limitation any payments received with respect to any Insurance Claim) and all other proceeds as defined in Section 9 102(a)(64) of the Uniform Commercial Code and all other collections and distributions thereon (including, without limitation, any proceeds received in respect of mortgage insurance), except for Prepayment Income.