EX-10.46





 Exhibit 10.46 

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 ONE 
 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 ONE (this “Amendment Number One”) is made this 19th day of July, 2019 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 modify the Uncommitted Amounts under 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 July 19, 2019 (the “Amendment Effective Date”), the Agreement is hereby
amended as follows: 
 (a) Section 2 of the Agreement is hereby amended by deleting the definition of “Uncommitted Amount” in
its entirety and replacing it with the following: 
 “Uncommitted Amount” shall mean $[***]. 

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 One (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 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] 

  
 2 













 IN WITNESS WHEREOF, Seller and Buyer 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/ Vasif Imtiazi

	Name:	 	Vasif Imtiazi
	Title:	 	Deputy CFO
	
	CITIBANK, N.A.
	(Buyer and Agent, as applicable)
		
	By:	 	 /s/ Susan Mills

	Name:	 	Susan Mills
	Title:	 	Vice President


 Amendment Number One to Second A&R MRA