MASTER REPURCHASE AGREEMENT Between: TIAA, FSB, formerly known as EverBank, as Buyer and Caliber Home Loans, Inc., as Seller Dated as of September 27, 2019Master Repurchase Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
This is a MASTER REPURCHASE AGREEMENT (this “Agreement”), dated as of September 27, 2019 (the “Closing Date”), by and between CALIBER HOME LOANS, a Delaware corporation (“Seller”), and TIAA, FSB, formerly known as EVERBANK, a federal savings association (“Buyer”).
SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Dated as of July 5, 2019 Between: CITIBANK, N.A., as Buyer, and CALIBER HOME LOANS, INC., as SellerMaster Repurchase Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of July 5, 2019, between Caliber Home Loans, Inc., a Delaware corporation as seller (“Seller”) and CITIBANK, N.A., a national banking association as buyer (“Buyer”, which term shall include any “Principal” as defined and provided for in Annex I), or as agent pursuant hereto (“Agent”).
MASTER REPURCHASE AGREEMENT between CALIBER HOME LOANS, INC. (“Seller”) and DEUTSCHE BANK AG NEW YORK BRANCH (“Buyer”) dated as of August 27, 2019Master Repurchase Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
THIS MASTER REPURCHASE AGREEMENT (the “Agreement”) is made and entered into as of August 27, 2019, by and between Deutsche Bank AG New York Branch, a branch of a foreign banking institution (“Buyer”) and Caliber Home Loans, Inc., a Delaware corporation (“Seller”).
SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as administrative agent (“Administrative Agent”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISLANDS...Master Repurchase Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
LOAN AND SECURITY AGREEMENT Dated as of September 27, 2019 Between TIAA, FSB, formerly known as EVERBANK, as Bank and CALIBER HOME LOANS, INC., as BorrowerLoan and Security Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
THIS LOAN AND SECURITY AGREEMENT (“Agreement”) is made as of September 27, 2019 (the “ Effective Date”), by and between Caliber Home Loans, Inc., a Delaware corporation, with an address at 1525 South Belt Line Road, Coppell, Texas 75019 (“Borrower”) and TIAA, FSB, formerly known as EverBank, a federal savings association, with an address at 100 Summer Street, Suite 3232, Boston, Massachusetts 02110 (both “Bank” and “TIAA, FSB”), under the following circumstances:
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.Master Repurchase Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
This Master Repurchase Agreement and Securities Contract is dated as of the Effective Date by and among the Buyer, the Seller and the Guarantor.
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.Master Repurchase Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
This Master Repurchase Agreement (“Agreement”) is made as of April 2, 2018, among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (“CSFB”), as administrative agent (the “Administrative Agent”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“CSCIB”), as buyer (“Buyer”), and CALIBER HOME LOANS, INC. (“Caliber”), as seller (“Seller”). Capitalized terms have the meanings specified in Sections 1.01 and 1.02.
AMENDMENT NO. 8 to the MASTER REPURCHASE AGREEMENT Dated as of May 11, 2015, between CALIBER HOME LOANS, INC., and BARCLAYS BANK PLCMaster Repurchase Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
This AMENDMENT NO. 8 (this “Amendment”) is made this 11th day of May, 2018 (the “Amendment Effective Date”), between CALIBER HOME LOANS, INC., as seller (“Seller”), BARCLAYS BANK PLC, as a purchaser and as agent (“Purchaser” or “Agent”) to the Master Repurchase Agreement, dated as of May 11, 2015, between Seller and Purchaser, 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.
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. MORTGAGE WAREHOUSE...Mortgage Warehouse Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • Texas
AMENDMENT NO. 2 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
Amendment No. 2 to Amended and Restated Master Repurchase Agreement, dated as of December 13, 2017 (the “Amendment”), between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (the “Buyer”) and CALIBER HOME LOANS, INC. (the “Seller”).
AMENDMENT NO. 6 to the MASTER REPURCHASE AGREEMENT Dated as of May 11, 2015, among CALIBER HOME LOANS, INC., and BARCLAYS BANK PLCMaster Repurchase Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
This AMENDMENT NO. 6 (this “Amendment”) is made this 18th day of January, 2018 (the “Amendment Effective Date”), among CALIBER HOME LOANS, INC., as seller (“Seller”), BARCLAYS BANK PLC, as purchaser and as agent (“Barclays” or “Agent” or the “Purchaser”), to the Master Repurchase Agreement, dated as of May 11, 2015, between Seller and Barclays 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.
AMENDMENT NO. 11 to the MASTER REPURCHASE AGREEMENT Dated as of May 11, 2015, between CALIBER HOME LOANS, INC., and BARCLAYS BANK PLCMaster Repurchase Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
This AMENDMENT NO. 11 (this “Amendment”) is made this 10th day of August, 2018 (the “Amendment Effective Date”), between CALIBER HOME LOANS, INC., as seller (“Seller”), BARCLAYS BANK PLC, as a purchaser and as agent (“Purchaser” or “Agent”) to the Master Repurchase Agreement, dated as of May 11, 2015, between Seller and Purchaser, 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.
AMENDMENT NO. 9 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
Amendment No. 9 to Master Repurchase Agreement, dated as of December 9, 2019 (this “Amendment”), by and between Bank of America, N.A. (“Buyer”) and Caliber Home Loans, Inc. (“Seller”).
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. FORM OF SERVICING...Servicing and Oversight Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
THIS SERVICING AND OVERSIGHT AGREEMENT (“Agreement”), is made and effective as of [ ] (the “Effective Date”), by and between HUDSON AMERICAS L.P., a Delaware limited partnership (the “Manager”), HUDSON HOMES MANAGEMENT LLC, a Texas limited liability company (the “REO Management Vendor”), CALIBER HOME LOANS, INC., a Delaware Corporation, as servicer (the “Servicer”) and LSF[ ] MORTGAGE HOLDINGS, LLC (the “Client” and together with the Manager, the REO Management Vendor and the Servicer, the “Parties”).
AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
Amendment No. 1 to Master Repurchase Agreement, dated as of November 19, 2013 (this “Amendment”), by and between Bank of America, N.A. (“Buyer”) and Caliber Home Loans, Inc. (“Seller”).
LOAN AND SECURITY AGREEMENT dated as of April 2, 2018 between CALIBER HOME LOANS, INC., as the Borrower, and FEDERAL HOME LOAN MORTGAGE CORPORATION, also known as FREDDIE MAC, solely in its capacity as the LenderLoan and Security Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
This LOAN AND SECURITY AGREEMENT (as amended, supplemented or otherwise modified, this “Agreement”), dated as of April 2, 2018, is by and between CALIBER HOME LOANS, INC., a Delaware corporation (together with its permitted successors and assigns, the “Borrower”), and the FEDERAL HOME LOAN MORTGAGE CORPORATION, also known as FREDDIE MAC, a government-sponsored enterprise, solely in its capacity as the lender hereunder (together with its successors and permitted assigns in such capacity, the “Lender”; the Lender and the Borrower are hereinafter sometimes referred to individually as a “Party”, and collectively as the “Parties”).
AMENDMENT NO. 13 to the MASTER REPURCHASE AGREEMENT Dated as of May 11, 2015, between CALIBER HOME LOANS, INC., and BARCLAYS BANK PLCMaster Repurchase Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
This AMENDMENT NO. 13 (this “Amendment”) is made this 10th day of May, 2019 (the “Amendment Effective Date”), between CALIBER HOME LOANS, INC., as seller (“Seller”), and BARCLAYS BANK PLC, as a purchaser and as agent (“Purchaser” or “Agent”) to the Master Repurchase Agreement, dated as of May 11, 2015, between Seller and Purchaser, 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.
AMENDMENT TWO TO MASTER REPURCHASE AGREEMENT AND SECURITIES CONTRACT May 22, 2019Master Repurchase Agreement and Securities Contract • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
This Amendment Two (this “Amendment”) to the Repurchase Agreement (defined below), is entered into on May 22, 2019, by and between Wells Fargo Bank, N.A. (“Buyer”) and Caliber Home Loans, Inc. (“Seller”).
AMENDMENT NUMBER SIX to the MASTER REPURCHASE AGREEMENT Dated as of May 31, 2013, as Amended and Restated to and Including June 17, 2016 among CALIBER HOME LOANS, INC., MORGAN STANLEY BANK. N.A. and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLCMaster Repurchase Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
This AMENDMENT NUMBER SIX (this “Amendment Number Six”) is made this 28th day of February, 2019, among CALIBER HOME LOANS, INC., a Delaware corporation (“Seller”), MORGAN STANLEY BANK, N.A., a national banking association, as buyer (“Buyer”) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, as agent for Buyer (“Agent”), to the Master Repurchase Agreement, dated as of May 31, 2013, as Amended and Restated to and including June 17, 2016, among Seller, Buyer and Agent, 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.
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 BuyerMaster Repurchase Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
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.
AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
Amendment No. 3 to Master Repurchase Agreement, dated as of November 14, 2014 (this “Amendment”), by and between Bank of America, N.A. (“Buyer”) and Caliber Home Loans, Inc. (“Seller”).
AMENDMENT THREE TO MASTER REPURCHASE AGREEMENT AND SECURITIES CONTRACT July 23, 2019Master Repurchase Agreement and Securities Contract • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
This Amendment Three (this “Amendment”) to the Repurchase Agreement (defined below), is entered into on July 23, 2019, by and between Wells Fargo Bank, N.A. (“Buyer”) and Caliber Home Loans, Inc. (“Seller”).
AMENDMENT ONE TO MASTER REPURCHASE AGREEMENT AND SECURITIES CONTRACT July 23, 2018Master Repurchase Agreement and Securities Contract • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
This Amendment One (this “Amendment”) to the Repurchase Agreement (defined below), is entered into on July 23, 2018, by and between Wells Fargo Bank, N.A. (“Buyer”) and Caliber Home Loans, Inc. (“Seller”).
AMENDMENT NUMBER NINE to the MASTER REPURCHASE AGREEMENT Dated as of May 31, 2013, as Amended and Restated to and Including June 17, 2016 among CALIBER HOME LOANS, INC., MORGAN STANLEY BANK. N.A. and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLCMaster Repurchase Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
This AMENDMENT NUMBER NINE (this “Amendment Number Nine”) is made this 22nd day of November, 2019, among CALIBER HOME LOANS, INC., a Delaware corporation (“Seller”), MORGAN STANLEY BANK, N.A., a national banking association, as buyer (“Buyer”) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, as agent for Buyer (“Agent”), to the Master Repurchase Agreement, dated as of May 31, 2013, as Amended and Restated to and including June 17, 2016, among Seller, Buyer and Agent, 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.
AMENDMENT NO. 6 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
Amendment No. 6 to Master Repurchase Agreement, dated as of November 11, 2016 (this “Amendment”), by and between Bank of America, N.A. (“Buyer”) and Caliber Home Loans, Inc. (“Seller”).
AMENDMENT NO. 7 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
Amendment No. 7 to Amended and Restated Master Repurchase Agreement, dated as of September 18, 2018 (this “Amendment”), between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (the “Buyer”) and CALIBER HOME LOANS, INC. (the “Seller”).
AMENDMENT NO. 5 to the MASTER REPURCHASE AGREEMENT Dated as of May 11, 2015, among CALIBER HOME LOANS, INC., BARCLAYS BANK PLC, and SUTTON FUNDING LLCMaster Repurchase Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
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.
AMENDMENT NO. 14 to the MASTER REPURCHASE AGREEMENT Dated as of May 11, 2015, between CALIBER HOME LOANS, INC., and BARCLAYS BANK PLCMaster Repurchase Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
This AMENDMENT NO. 14 (this “Amendment”) is made this 8th day of May, 2020 (the “Amendment Effective Date”), between CALIBER HOME LOANS, INC., as seller (“Seller”), and BARCLAYS BANK PLC, as a purchaser and as agent (“Purchaser” or “Agent”) to the Master Repurchase Agreement, dated as of May 11, 2015, between Seller and Purchaser, 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.
TIAA BANKLoan and Security Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
This Second Amendment is made this 25th day of September (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”).
FIRST AMENDED AND RESTATED ASSET ADVISORY AGREEMENTAsset Advisory Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • Texas
This FIRST AMENDED AND RESTATED ASSET ADVISORY AGREEMENT (this “Agreement”) is made effective as of September 9, 2020 by and between HUDSON AMERICAS L.P., a Delaware limited partnership (formerly Hudson Americas LLC) (“Manager”), and LSF6 MID-SERVICER HOLDINGS, LLC, a Delaware limited liability company (“Owner”).
CHL GMSR ISSUER TRUST, as Issuer and CITIBANK, N.A., as Indenture Trustee and CALIBER HOME LOANS, INC., as Servicer and Administrator and CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Administrative Agent and consented to by CREDIT SUISSE AG,...Base Indenture • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
This Amendment No. 3 (this “Amendment”) to the Base Indenture (as defined below) is entered into as of July 13, 2020, by and among CHL GMSR ISSUER TRUST, as issuer (the “Issuer”), CITIBANK, N.A., as indenture trustee (the “Indenture Trustee”), CALIBER HOME LOANS, INC. (“Caliber”), as administrator (in such capacity, the “Administrator”) and as servicer (in such capacity, the “Servicer”) and CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (“CSFB”), as administrative agent (the “Administrative Agent”), and is acknowledged and agreed to by PENTALPHA SURVEILLANCE LLC, as credit manager (the “Credit Manager”), and is consented to by CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“CSCIB”), as noteholder (the “Noteholder”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Existing Base Indenture (as defined below).
AMENDMENT NO. 11 TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
Amendment No. 11 to Second Amended and Restated Master Repurchase Agreement, dated as of June 22, 2020 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated under the laws of Switzerland, acting through its Cayman Islands Branch (“CS Cayman” and a “Buyer”), ALPINE SECURITIZATION LTD (“Alpine” and a “Buyer”) and CALIBER HOME LOANS, INC. (the “Seller”).
AMENDMENT NO. 7 TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
Amendment No. 7 to Second Amended and Restated Master Repurchase Agreement, dated as of May 9, 2019, among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated under the laws of Switzerland, acting through its Cayman Islands Branch (“CS Cayman” and a “Buyer”), ALPINE SECURITIZATION LTD (“Alpine” and a “Buyer”) and CALIBER HOME LOANS, INC. (the “Seller”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTSecond Amended and Restated Credit Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services
This AMENDMENT NO. 1, dated as of January 28, 2020 (this “Amendment”), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “Agreement”), dated as of July 10, 2019, is by and among CALIBER HOME LOANS, INC., as borrower (the “Borrower”), GOLDMAN SACHS BANK USA, as administrative agent (the “Administrative Agent”) for the financial institutions that may from time to time become parties the Agreement (each such financial institution, a “Lender”, and collectively, the “Lenders”) and GOLDMAN SACHS BANK USA, as majority lender (the “Majority Lender”) under the Agreement.
AMENDMENT NO. 6 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • October 7th, 2020 • Caliber Home Loans, Inc. • Finance services • New York
Amendment No. 6 to Amended and Restated Master Repurchase Agreement, dated as of June 22, 2018 (this “Amendment”), between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (the “Buyer”) and CALIBER HOME LOANS, INC. (the “Seller”).
