EX-10.49





 Exhibit 10.49 

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 FOUR 
 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 FOUR (this “Amendment Number Four”) is made this 26th day of February, 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. Amendments. Effective as of February 26, 2020 (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 (bold and stricken language evidence changes): 

“Uncommitted Amount” shall mean (i) for the period beginning on November 22, 2019 and ending
on April 6, 2020 February 28, 2020, $[***], and (ii) at all other times, $[***]. 

(b) Section 12 of the Agreement is hereby amended by deleting Section 12(p) in its entirety and replacing it with the following (bold
and stricken language evidence changes): 
 (p) Leverage Ratio; Liquidity; Tangible Net Worth. (A) The ratio
of Seller’s Total Indebtedness to Tangible Net Worth is not greater than (i) between August 31, 2019 and April 6, 2020 February 28, 2020, [***], and (ii) at all
other times, [***], (B) Seller has Liquidity in an amount equal to not less than $[***], (C) Seller’s Tangible Net Worth exceeds $[***], and (D) Seller’s Net Income before income taxes is equal to or greater than [***] for at least
one (1) of the previous two (2) consecutive calendar quarters. 
 (c) Section 13 of the Agreement is hereby amended by deleting
Section 13(p) in its entirety and replacing it with the following (bold and stricken language evidence changes): 












 (p) Financial Covenants. Seller shall comply with the following
financial covenants: (A) the ratio of Seller’s Total Indebtedness to Tangible Net Worth shall not be greater than (i) for the period between August 1, 2019 and April 6, 2020
February 28, 2020, [***] and (ii) at all other times, [***], (B) Seller shall maintain Liquidity at all times in an amount equal to not less than $[***], (C) Seller’s Tangible Net
Worth shall at all times be greater than $[***], and (D) Seller’s Net Income before income taxes shall be equal to or greater than $[***] for at least one (1) of the previous two (2) consecutive calendar quarters. 

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 Four (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 Four 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 Four 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 Four 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:	 	Susan Mills
	Title:	 	Vice President


 Amendment Number Four to Second A&R MRA 












 IN WITNESS WHEREOF, Seller and Buyer have caused this Amendment Number Four 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/ Bobbie Theivakumaran

	Name:	 	Bobbie Theivakumaran
	Title:	 	Vice President


 Amendment Number Four to Second A&R MRA