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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/07/20 Caliber Home Loans, Inc. S-1/A 10/06/20 101:13M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: S-1/A Pre-Effective Amendment to Registration Statement HTML 119K (General Form) 2: EX-5.1 Opinion of Counsel re: Legality HTML 28K 88: EX-10.100 Material Contract HTML 186K 89: EX-10.101 Material Contract HTML 30K 90: EX-10.102 Material Contract HTML 28K 91: EX-10.103 Material Contract HTML 402K 92: EX-10.104 Material Contract HTML 37K 93: EX-10.105 Material Contract HTML 68K 94: EX-10.106 Material Contract HTML 461K 95: EX-10.107 Material Contract HTML 30K 96: EX-10.108 Material Contract HTML 116K 97: EX-10.109 Material Contract HTML 257K 98: EX-10.110 Material Contract HTML 991K 99: EX-10.111 Material Contract HTML 56K 100: EX-10.112 Material Contract HTML 53K 101: EX-10.113 Material Contract HTML 44K 3: EX-10.14 Material Contract HTML 398K 4: EX-10.15 Material Contract HTML 333K 5: EX-10.16 Material Contract HTML 90K 6: EX-10.17 Material Contract HTML 66K 7: EX-10.18 Material Contract HTML 395K 8: EX-10.19 Material Contract HTML 36K 9: EX-10.20 Material Contract HTML 32K 10: EX-10.21 Material Contract HTML 31K 11: EX-10.22 Material Contract HTML 32K 12: EX-10.23 Material Contract HTML 38K 13: EX-10.24 Material Contract HTML 48K 14: EX-10.25 Material Contract HTML 37K 15: EX-10.26 Material Contract HTML 55K 16: EX-10.27 Material Contract HTML 44K 17: EX-10.28 Material Contract HTML 41K 18: EX-10.29 Material Contract HTML 32K 19: EX-10.30 Material Contract HTML 298K 20: EX-10.31 Material Contract HTML 37K 21: EX-10.32 Material Contract HTML 34K 22: EX-10.33 Material Contract HTML 369K 23: EX-10.34 Material Contract HTML 67K 24: EX-10.35 Material Contract HTML 31K 25: EX-10.36 Material Contract HTML 31K 26: EX-10.37 Material Contract HTML 38K 27: EX-10.38 Material Contract HTML 49K 28: EX-10.39 Material Contract HTML 51K 29: EX-10.40 Material Contract HTML 49K 30: EX-10.41 Material Contract HTML 42K 31: EX-10.42 Material Contract HTML 32K 32: EX-10.43 Material Contract HTML 48K 33: EX-10.44 Material Contract HTML 36K 34: EX-10.45 Material Contract HTML 453K 35: EX-10.46 Material Contract HTML 28K 36: EX-10.47 Material Contract HTML 42K 37: EX-10.48 Material Contract HTML 31K 38: EX-10.49 Material Contract HTML 32K 39: EX-10.50 Material Contract HTML 36K 40: EX-10.51 Material Contract HTML 31K 41: EX-10.52 Material Contract HTML 40K 42: EX-10.53 Material Contract HTML 528K 43: EX-10.54 Material Contract HTML 32K 44: EX-10.55 Material Contract HTML 49K 45: EX-10.56 Material Contract HTML 31K 46: EX-10.57 Material Contract HTML 29K 47: EX-10.58 Material Contract HTML 34K 48: EX-10.59 Material Contract HTML 31K 49: EX-10.60 Material Contract HTML 30K 50: EX-10.61 Material Contract HTML 43K 51: EX-10.62 Material Contract HTML 34K 52: EX-10.63 Material Contract HTML 34K 53: EX-10.64 Material Contract HTML 660K 54: EX-10.65 Material Contract HTML 30K 55: EX-10.66 Material Contract HTML 66K 56: EX-10.67 Material Contract HTML 125K 57: EX-10.68 Material Contract HTML 28K 58: EX-10.69 Material Contract HTML 84K 59: EX-10.70 Material Contract HTML 45K 60: EX-10.71 Material Contract HTML 39K 61: EX-10.72 Material Contract HTML 86K 62: EX-10.73 Material Contract HTML 48K 63: EX-10.74 Material Contract HTML 412K 64: EX-10.76 Material Contract HTML 370K 65: EX-10.77 Material Contract HTML 50K 66: EX-10.78 Material Contract HTML 30K 67: EX-10.79 Material Contract HTML 34K 68: EX-10.80 Material Contract HTML 33K 69: EX-10.81 Material Contract HTML 52K 70: EX-10.82 Material Contract HTML 32K 71: EX-10.83 Material Contract HTML 36K 72: EX-10.84 Material Contract HTML 30K 73: EX-10.85 Material Contract HTML 30K 74: EX-10.86 Material Contract HTML 29K 75: EX-10.87 Material Contract HTML 32K 76: EX-10.88 Material Contract HTML 32K 77: EX-10.89 Material Contract HTML 45K 78: EX-10.90 Material Contract HTML 42K 79: EX-10.91 Material Contract HTML 413K 80: EX-10.92 Material Contract HTML 41K 81: EX-10.93 Material Contract HTML 32K 82: EX-10.94 Material Contract HTML 39K 83: EX-10.95 Material Contract HTML 36K 84: EX-10.96 Material Contract HTML 664K 85: EX-10.97 Material Contract HTML 38K 86: EX-10.98 Material Contract HTML 38K 87: EX-10.99 Material Contract HTML 350K
EX-10.50 |
Exhibit 10.50
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.
EXECUTION VERSION
AMENDMENT NUMBER FIVE
to the
SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Dated as of July 5, 2019,
between
CALIBER HOME LOANS, INC., as Seller
and
CITIBANK, N.A., as Buyer
This AMENDMENT NUMBER FIVE (this “Amendment Number Five”) is made this 6th day of April, 2020 between CALIBER HOME LOANS, INC. (the “Seller”) and CITIBANK, N.A. (“Buyer”), to the Second Amended and Restated Master Repurchase Agreement, dated as of July 5, 2019, between the Seller and Buyer, as such agreement may be further 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.
RECITALS
WHEREAS, Seller and Buyer have agreed to amend the Agreement, as more specifically set forth herein; and
WHEREAS, as of the date hereof, Seller represents to Buyer that except as otherwise consented or waived by Buyer in writing, 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. Amendments. Effective as of April 6, 2020 (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 “Capital Lease Obligations”, “Indebtedness” and “Termination Date” in their entirety and replacing them with the following (bold and stricken language evidence changes):
“Finance Capital Lease Obligations” shall mean, for any Person, all
obligations, in the amount of $[***] or more, of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) Property to the extent such obligations are required to be classified and accounted for as a
finance capital lease on a balance sheet of such Person under GAAP, and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.
“Indebtedness” means, for any Person: at any time, and only to the extent outstanding at such time: (a) obligations created, issued or incurred by such Person for borrowed money (whether by loan, the issuance and sale of debt securities or the sale of Property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such Property from such Person); (b) obligations of such Person to pay the deferred purchase or acquisition price of Property or services, other than (i) deferred purchase price that is contingent upon performance and (ii) trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business, so long as such trade accounts payable are payable within 90 days after the date the respective goods are delivered or the respective services are rendered; (c) indebtedness of others secured by a Lien on the Property of such Person, whether or not the respective
Indebtedness so secured has been assumed by such Person; (d) obligations (contingent or otherwise) of such Person in respect of letters of credit or similar instruments issued or accepted by
banks and other financial institutions for the account of such Person; (e) Finance Capital Lease Obligations of such Person; (f) obligations of such Person under repurchase agreements,
sale/buy-back agreements or like arrangements, including, without limitation, any indebtedness arising hereunder; (g) indebtedness of others Guaranteed by such Person; (h) all obligations of such
Person incurred in connection with the acquisition or carrying of fixed assets by such Person; (i) indebtedness of general partnerships of which such Person is a general partner and (j) with respect to clauses (a)-(i) above both on and off
balance sheet.
“Termination Date” shall mean June 30, 2020
April 6, 2020, or such earlier date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law.
(b) Section 4 of the Agreement is hereby amended by adding the following paragraph at the end of Section 4(c):
In connection with the extension of the Termination Date from April 6, 2020 until June 30, 2020, Seller agrees to pay to Buyer a commitment fee equal to (a) the Commitment Fee Percentage, multiplied by (b) the Committed Amount (the “April 2020 Renewal Commitment Fee”), such payment to be made in Dollars, in immediately available funds, without deduction, set off or counterclaim, to Buyer in three (3) equal monthly payments which shall each be equal to the Commitment Fee Monthly Installment Amount. The first installment of the April 2020 Renewal Commitment Fee shall be payable on or prior to April 6, 2020, and each succeeding monthly installment shall be payable on the 15th day of each calendar month (or the next succeeding Business Day if such day is not a Business Day) commencing in May 2020. Buyer may, in its sole discretion, net any installment of the April 2020 Renewal Commitment Fee then due and payable from the proceeds of any Purchase Price paid to Seller. In the event that the Termination Date is accelerated to a date that is prior to the payment in full of all installments of the April 2020 Renewal Commitment Fee, the amount of any April 2020 Renewal Commitment Fee that remains unpaid shall be payable on the Termination Date. Each installment of the April 2020 Renewal Commitment Fee is and shall be deemed to be fully earned as of the date hereof and non-refundable when paid. The term “Commitment Fee” as used in any Program Document or any amendment thereto shall include the original Commitment Fee, April 2020 Renewal Commitment Fee and any other commitment fees payable in connection with any extension of the Termination Date under the Agreement or increase in the Committed Amount under the Agreement or as otherwise agreed between Buyer and Seller in connection with the Agreement and the other Program Documents, and any amendments thereto.
(c) Section 7 of the Agreement is hereby amended by deleting Section 7 in its entirety and replacing it with the following (bold and stricken language evidence changes):
7. | INCOME PAYMENTS |
Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan subject to that Transaction, such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Event of Default has occurred and is continuing, Buyer agrees that Seller shall be entitled to receive an amount equal to all Income received in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller or Servicer while the related Transaction is outstanding shall be and shall be deemed to be held by Seller or Servicer solely in trust for Buyer pending the repurchase on the related Repurchase Date. Upon the occurrence and during the continuation of an Event of Default, (i) Seller shall deposit into
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the Collection Account, within two (2) Business Days of receipt, all Income received with respect to each Purchased Loan, and (ii) Seller shall cause all Income received with respect to the Purchased Assets by any Servicer to be remitted directly to the Collection Account. In no event shall Seller deposit any of its own funds into the Collection Account or otherwise commingle its own funds with funds belonging to Buyer as owner of any Purchased Loans. At all times following the occurrence of an Event of Default, Seller shall remit to Buyer all Income and any funds in the Collection Account as instructed by Buyer in writing. Such remittances shall be by wire transfer in accordance with wire transfer instructions provided by Buyer.
SECTION 2. Defined Terms. Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Agreement.
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 Five (including all reasonable fees and out of pocket costs and expenses of the Buyer’s 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, the 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. Governing Law. THIS AGREEMENT 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 SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN).
SECTION 6. Counterparts. This Amendment Number Five 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 Five 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.
[Signature Page Follows]
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IN WITNESS WHEREOF, Seller and Buyer have caused this Amendment Number Five to be executed and delivered by their duly authorized officers as of the Amendment Effective Date.
CALIBER HOME LOANS, INC., | ||
(Seller)
| ||
By: | /s/ William Dellal | |
Name: | ||
Title: | ||
CITIBANK, N.A. | ||
(Buyer and Agent, as applicable)
| ||
By: | ||
Name: | ||
Title: | Vice President |
Amendment Number Five to Second A&R MRA
This ‘S-1/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed as of: | 10/7/20 | None on these Dates | ||
Filed on: | 10/6/20 | |||
6/30/20 | ||||
4/6/20 | ||||
7/5/19 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/21/21 Caliber Home Loans, Inc. S-1/A 11:8.7M Donnelley … Solutions/FA 10/21/20 Caliber Home Loans, Inc. S-1/A 18:9.5M Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/02/20 Caliber Home Loans, Inc. S-1 10/01/20 16:7.6M Donnelley … Solutions/FA |