EX-10.54





 Exhibit 10.54 

EXECUTION COPY 
 AMENDMENT
NUMBER ONE 
 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 LLC 

This AMENDMENT NUMBER ONE (this “Amendment Number One”) is made this 8th
day of February, 2017, 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. 

RECITALS 
 WHEREAS,
Seller, Buyer and Agent have agreed to amend the Agreement as more specifically set forth herein; and 
 WHEREAS, as of the date hereof,
Seller represents to Buyer and Agent 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. Amendments. Effective as of
February 8, 2017 (the “Amendment Effective Date”), 
 (a) Section 6.12 of the Agreement IS hereby
amended to read in its entirety as follows: 
 6.12 Chief Executive Office/Jurisdiction of Organization. The
Seller’s chief executive office is located at 1525 South Beltline Rd., Coppell, Texas 75019. On the Effective Date, the Seller’s jurisdiction of organization is the State of Delaware. 

(b) Section 7.04 of the Agreement is hereby amended to read in its entirety as follows: 

7.04 Prohibition of Fundamental Changes. The Seller shall not enter into any transaction of merger or consolidation or
amalgamation without the prior written consent of the Buyer, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution); provided that the Seller shall not be required to obtain the Buyer’s prior written
consent for a merger or consolidation or amalgamation 












 transaction with (i) any Subsidiary of the Seller, or (ii) if Seller is the
surviving legal entity. Other than entering into lines of business typically engaged in by other consumer finance companies, the Seller shall not, without prior notice to the Buyer, directly or indirectly materially alter, modify or otherwise change
its business operations. The Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of its Property, business or assets (including, without limitation,
receivables and leasehold interests) whether now owned or hereafter acquired or allow any Subsidiary to Transfer substantially all of its assets to any Person; provided, that the Seller may without prior written notice to the Buyer terminate any
Subsidiary or allow such action with respect to any Subsidiary which is not a material part of the Seller’s overall business operations. The Seller may create or acquire any Subsidiary without the prior written consent of the Buyer to the
extent that (x) the purpose for the creation or acquisition of such Subsidiary is not inconsistent with (i) and (ii) in the second sentence above and (y) the Seller delivers an updated Schedule 3 including such Subsidiary in
accordance with Section 6.19 hereto. 
 (c) The Address for Notices on the signature page to the Agreement is hereby
amended to read in its entirety as follows: 
 Address for Notices: 

1525 South Beltline Rd. 

Coppell, Texas 75019 

Attention: Glenn Minkoff, SVP – Structured Finance 

Telephone No.: (214) 299-5385 

Facsimile No.: (877) 794-4423 

E-mail: glenn.minkoff@caliberhomeloans.com 

SECTION 2. Effectiveness. This Amendment Number One shall become effective as of the date that the Agent shall have received
counterparts hereof duly executed by each of the parties hereto. 
 SECTION 3. Fees and Expenses. Seller agrees to pay to Buyer and
Agent all reasonable out of pocket costs and expenses incurred by Buyer or Agent in connection with this Amendment Number One (including all reasonable fees and out of pocket costs and expenses of Buyer’s or Agent’s legal counsel) in
accordance with Section 13.04 and 13.06 of the Agreement. 
 SECTION 4. Representations. Seller hereby represents to Buyer and
Agent that as of the date hereof and taking into account the terms of this Amendment Number One, 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. Binding Effect; Governing Law. THIS
AMENDMENT NUMBER ONE SHALL BE BINDING AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS. THIS AMENDMENT NUMBER ONE 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). 

  
 2 













 SECTION 6. Counterparts. This Amendment Number One 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 One 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] 

  
 3 













 IN WITNESS WHEREOF, Seller, Buyer and Agent have caused this Amendment Number One 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:	 	William Dellal
	Title:	 	CFO
	
	 MORGAN STANLEY BANK, N.A.

(Buyer)

		
	By:	 	 /s/ Christopher Schmidt

	Name:	 	Christopher Schmidt
	Title:	 	Authorized Signatory
	
	 MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC

(Agent)

		
	By:	 	 /s/ Sajid Zaidi

	Name:	 	Sajid Zaidi
	Title:	 	Vice President


 Amendment Number One to MRA