AMENDMENT NUMBER FIFTEEN
MASTER REPURCHASE AGREEMENT
Dated as of May 17, 2013,
VELOCITY COMMERCIAL CAPITAL, LLC
This AMENDMENT NUMBER FIFTEEN (this Amendment Number Fifteen) is made this 19th day of July, 2018, 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 (as amended, 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 July 19, 2018 (the Amendment Effective Date), the Agreement is hereby amended as follows:
(a) Section 2 of the Agreement is hereby amended by deleting the definitions of Net Operating Income and Termination Date and replacing each of them with the following, respectively:
Net Operating Income shall mean, for any period, GAAP net income, minus the amount of non-cash capitalized interest expense on secured financings, income taxes, depreciation expenses and amortization of debt issue costs related to all outstanding long term debt, and the amount of any prepayment of principal amounts of debt and any prepayment penalties associated with such debt.
Termination Date shall mean August 10, 2018, or such earlier date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law.
(b) Section 13(q) of the Agreement is hereby amended by deleting clause (ii) of such Section 13(q) and replacing it with the following:
(ii) as of the end of the immediately preceding calendar quarter, Guarantors Net Operating Income for at least one (1) of the previous two (2) consecutive calendar quarters is equal to or greater than $1.00.