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 PUBLIC DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. TIAA BANK
Exhibit 10.120
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 PUBLIC DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
TIAA BANK
000 X. Xxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
0000 Xxxxx Xxxx Xxxx Xxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxx Xxxxxx
| Re: | Third Amendment to the Loan and Security Agreement (“Third Amendment”). |
This Third Amendment is made this 23rd day of December (the “Amendment Effective Date”), to that certain Loan and Security Agreement, dated as of September 27, 2019 (as amended, restated, supplemented or otherwise modified from time to time) (the “Agreement”, by and between Caliber Home Loans, Inc. (“Borrower”), and TIAA, FSB (“Bank”).
WHEREAS, Borrower and Bank desire to amend the Agreement as set forth herein.
NOW THEREFORE, in consideration of the amendments, agreements and other provisions herein contained and of certain other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, it is hereby agreed between Borrower and Bank as follows:
SECTION 1. Amendment of the Agreement. The Agreement is hereby amended as follows:
(a) Section 1(rrr) of the Agreement is hereby amended and restated as follows:
“(rrr) “Maturity Date” means the earlier of (a) December 22, 2021, or (b) such earlier date on which this Agreement shall terminate or be terminated by Bank or Borrower in accordance with the provisions hereof or by operation of law or the date on which the Loan shall be accelerated and declared due and payable in accordance with the provisions hereof.”
(b) Section 1(hhhhh) of the Agreement is hereby amended and restated as follows:
“(hhhhh) “Termination Date” means the earlier of (a) December 22, 2021, or (b) the Maturity Date.”
(c) Section 7(n) of the Agreement is hereby amended and restated as follows:
“(n) Maintenance of Liquidity. Borrower shall ensure that it has cash and Cash Equivalents (excluding Restricted Cash or cash pledged to Persons other than Bank), in an amount not less than $[***].”
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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. There are no fees due and owing in connection with this Third Amendment.
SECTION 4. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Third Amendment 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.
SECTION 5. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.
SECTION 6. GOVERNING LAW. THE AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 7. Representations. In order to induce Bank to execute and deliver this Third Amendment, Borrower hereby represents to Bank that as of the date hereof, except as otherwise expressly waived by Bank in writing, Borrower is in full compliance with all of the terms and conditions of the Agreement including without limitation, all of the representations and warranties and all of the affirmative and negative covenants, and no Default or Event of Default has occurred and is c ontinuing under the Agreement.
SECTION 8. Counterparts. This Third Amendment may be executed in one or more counterparts and by different parties hereto on separate counterparts, each of which, when so executed, shall constitute one and the same agreement.
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IN WITNESS WHEREOF, Borrower and Bank have caused their names to be signed hereto by their respective officers thereunto duly authorized, as of the date first above written.
| TIAA, FSB, formerly known as EVERBANK, as Bank | ||||||||||||||||||||
| By: | /s/ Xxxx Xxxxxxxxxxx | |||||||||||||||||||
| Name: | Xxxx Xxxxxxxxxxx | |||||||||||||||||||
| Title: | Senior Vice President | |||||||||||||||||||
| CALIBER HOME LOANS, INC., as Borrower | ||||||||||||||||||||
| By: | /s/ Xxxxxxx Xxxxxx | |||||||||||||||||||
| Name: | Xxxxxxx Xxxxxx | |||||||||||||||||||
| Title: | President | |||||||||||||||||||
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