EX-10.78





 Exhibit 10.78 

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 NO. 2 
 to the 

MASTER REPURCHASE AGREEMENT 
 Dated
as of May 11, 2015, 
 among 

CALIBER HOME LOANS, INC., 
 BARCLAYS
BANK PLC, 
 and 
 SUTTON FUNDING
LLC 
 This AMENDMENT NO. 2 (this “Amendment”) is made this 10th day of May, 2016 (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. 

RECITALS 
 WHEREAS, Seller
and the Purchasers have agreed to amend the Agreement to make certain changes thereto, each as more specifically set forth herein; and 

WHEREAS, as of the date hereof, Seller represents to Purchasers that Seller is in compliance in all respects with the terms and conditions of
the Agreement and each other Program Document and that 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 is hereby acknowledged, and for the mutual covenants
herein contained, the parties hereto hereby agree as follows: 
 SECTION 1.    Amendments. Effective as of the
Amendment Effective Date, Section 2(a) of the Agreement is hereby amended by deleting the definition of “Maturity Date” in its entirety and replacing it with the following: 

“Maturity Date” means May 13, 2016. 

SECTION 2.     Condition Precedent; Effectiveness. As a condition precedent to the effectiveness of this Amendment,
Agent on behalf of the Purchasers shall have received from Seller an extension fee in an amount equal to $[***] (the “2016 Extension Fee”) in immediately available funds, and without deduction, set-off or counterclaim in accordance
with Barclays’ Wire Instructions no later than the Amendment Effective Date. The 2016 Extension Fee shall be deemed non-refundable and fully earned on the Amendment Effective Date. In addition, as a condition precedent to the effectiveness of
this Amendment, the Agent, on behalf of the Purchasers, shall have received counterparts hereof duly executed by each of the parties hereto. 

SECTION 3.     Fees and Expenses. Seller agrees to pay the reasonable out of pocket costs and expenses incurred by
the Agent and the Purchasers in connection with this Amendment (including all reasonable fees and out of pocket costs and expenses of Purchasers’ legal counsel) in accordance with Section 23 of the Agreement. 












 SECTION 4.     Representations. Seller hereby represents to
Purchasers and the Agent that as of the date hereof and taking into account the terms of this Amendment, Seller is in compliance in all material respects with 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 SHALL BE BINDING AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS. THIS AMENDMENT 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 WHICH SHALL GOVERN). 

SECTION 6.     Counterparts. This Amendment 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 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] 

  
 Caliber- Barclays - Amendment No. 2 to
Master Repurchase Agreement - Page 2 













 IN WITNESS WHEREOF, Seller, Barclays and Sutton have caused this Amendment to be executed
and delivered by their duly authorized officers as of the date set forth above. 
  

			
	 CALIBER HOME LOANS, INC.,

(Seller)

		
	By:	 	 /s/ William Dellal

	Name:	 	William Dellal
	Title:	 	Interim Chief Financial Officer
	
	 BARCLAYS BANK PLC,
 (Purchaser and
Agent)

		
	By:	 	  
 /s/ Joseph
O’Doherty

	Name:	 	Joseph O’Doherty
	Title:	 	Managing Director
	
	 SUTTON FUNDING LLC

(Purchaser)

		
	By:	 	 /s/ Ellen Kiernan

	Name:	 	Ellen Kiernan
	Title:	 	Vice President



  
 Caliber - Barclays - Amendment No. 2 to
Master Repurchase Agreement - Signature Page