Amendment Number Ten to the Master Repurchase Agreement, between Velocity Commercial Capital, LLC and Citibank, N.A., dated May 17, 2013, as amended June 13, 2016
AMENDMENT NUMBER TEN
MASTER REPURCHASE AGREEMENT
Dated as of May 17, 2013,
VELOCITY COMMERCIAL CAPITAL, LLC
This AMENDMENT NUMBER TEN (this Amendment Number Ten) is made this 13th day of June, 2016, between VELOCITY COMMERCIAL CAPITAL, LLC (Seller) and CITIBANK, N.A. (Buyer), to the Master Repurchase Agreement, dated as of May 17, 2013, between Seller and Buyer, 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 has requested that Buyer agree to amend the Agreement, and the Buyer has agreed, subject to the terms and conditions set forth herein; and
WHEREAS, as of the date hereof, Seller represents to Buyer that Seller is in full compliance with all of the terms and conditions of the Agreement and each other Program Document and 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 are hereby acknowledged, and for the mutual covenants herein contained, the parties hereto hereby agree as follows:
SECTION 1. Amendment. Effective as of June 13, 2016 (the Amendment Effective Date), but subject to the condition precedent set forth in Section 2 below, the Agreement is hereby amended as follows:
(a) Section 2 of the Agreement is hereby amended by deleting the definition of Termination Date in its entirety and replacing it with the following:
Termination Date shall mean July 15, 2016 or such earlier date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law.
SECTION 2. Condition Precedent. As a condition precedent to the effectiveness of this Amendment Number Ten, Seller shall have paid to Buyer the Additional 2016 Commitment Fee as set forth in Amendment Number Seven to the Pricing Side Letter in the amount of $32,876.71, in immediately available funds, without deduction, set off or counterclaim.
SECTION 3. Fees and Expenses. Seller agrees to pay to Buyer all reasonable out of pocket costs and expenses incurred by Buyer in connection with this Amendment Number Ten (including all reasonable fees and out of pocket costs and expenses of the Buyers legal counsel) in accordance with Sections 23 and 25 of the Agreement.
SECTION 4. Representations. Seller hereby represents to Buyer that as of the date hereof, Seller is in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document.
SECTION 5. Binding Effect; Governing Law. This Amendment Number Ten shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. THIS AMENDMENT NUMBER TEN SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
SECTION 6. Counterparts. This Amendment Number Ten may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.
SECTION 7. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment Number Ten need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.
IN WITNESS WHEREOF, Seller and Buyer have caused this Amendment Number Ten to be executed and delivered by their duly authorized officers as of the Amendment Effective Date.
VELOCITY COMMERCIAL CAPITAL, LLC
|Title:||Executive Vice President|
|Name:||Peter D. Steinmetz|
|Title:||Vice President, Citibank, N.A.|
Amendment Ten to MRA