EX-10.51





 Exhibit 10.51 

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 SIX 
 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 SIX (this “Amendment Number Six”) is made this 4th day of May, 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. 

RECITALS 
 WHEREAS, Seller
and Buyer have agreed to amend 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. Amendment. Effective as of May 4, 2020 (the “Amendment Effective Date”), Section 2 of the
Agreement is hereby amended by deleting the definition of “Uncommitted Amount” in its entirety and replacing it with the following (bold and stricken language evidence changes): 

“Uncommitted Amount” shall mean (i) for the period beginning on November 22, 2019 and ending on
June 30, 2020 April 6, 2020, $[***], and (ii) at all other times, $[***]. 
 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 Six (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 Six 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. The parties agree this Amendment Number Six, any documents to be delivered
pursuant to this Amendment Number Six and any notices hereunder may be transmitted between them by e-mail and/or by facsimile. The parties intend that faxed signatures and electronically imaged signatures such
as .pdf files shall constitute original signatures and are binding on all parties. 
 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 Six 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 Six 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: Chief Financial Officer


  

			
	CITIBANK, N.A.
	 (Buyer and Agent, as applicable)
  

	By:	 	
                     
    

	Name: Arunthathi Theivakumaran
	Title: Vice President


 Amendment Number Six to Second A&R MRA 












 IN WITNESS WHEREOF, Seller and Buyer have caused this Amendment Number Six to be executed
and delivered by their duly authorized officers as of the Amendment Effective Date. 
  

			
	CALIBER HOME LOANS, INC.,
	 (Seller)
  

	By:	 	
                     
        

	Name:
	Title:


  

			
	CITIBANK, N.A.
	 (Buyer and Agent, as applicable)
  

	By:	 	/s/ Arunthathi Theivakumaran
	Name: Arunthathi Theivakumaran
	Title: Vice President


 Amendment Number Six to Second A&R MRA