EX-10.65





 Exhibit 10.65 

EXECUTION VERSION 

AMENDMENT NO. 1 
 TO
MASTER REPURCHASE AGREEMENT 
 Amendment No. 1 to Master Repurchase Agreement, dated as of November 19, 2013 (this
“Amendment”), by and between Bank of America, N.A. (“Buyer”) and Caliber Home Loans, Inc. (“Seller”). 

RECITALS 
 Buyer and
Seller are parties to that certain Master Repurchase Agreement, dated as of September 18, 2013, (the “Existing Master Repurchase Agreement”; as amended by this Amendment, the “Master Repurchase Agreement”).

 Buyer and Seller have agreed, subject to the terms and conditions of this Amendment, that the Existing Master Repurchase Agreement be
amended to reflect certain agreed upon revisions to the terms of the Existing Master Repurchase Agreement. 
 Accordingly, Buyer and Seller
hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Master Repurchase Agreement is hereby amended as follows: 

SECTION 1. Most Favored Status. Section 9.16 of the Existing Master Repurchase Agreement is hereby amended by deleting such
section in its entirety and replacing it with the following: 
  

	 	9.16	 Most Favored Status. Seller and Buyer each agree that should Seller or any Subsidiary thereof
enter into a repurchase agreement, warehouse facility or similar credit facility in each case providing mortgage warehouse or servicing advance financing with any Person (including, without limitation, Buyer or any of its Affiliates) which by its
terms provides more favorable terms with respect to any financial or other material covenants covering the same or similar matters set forth in Section 9.17 hereof (each, a “ More Favorable Agreement”) then the Seller shall
provide the Buyer with prompt notice (but in no event greater than five (5) Business Days) of such more favorable terms contained in such More Favorable Agreement. 



SECTION 2. Definitions. Schedule 1 of the Existing Master Repurchase Agreement is hereby amended by: 

2.1 deleting the definition of “Tangible Net Worth” in its entirety and replacing it with the following: 

Tangible Net Worth: As of any date of determination, the Net Worth of Seller and its consolidated Subsidiaries, on a
combined basis, determined in accordance with GAAP, minus (i) all intangibles determined in accordance with GAAP (including, without limitation, goodwill, capitalized financing costs and capitalized administration costs but excluding originated
and purchased mortgage servicing rights); (ii) any and all advances to, investments in and receivables held from Affiliates and (iii) Restricted Cash. 

  
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 2.2 adding the definition of “Restricted Cash” in its proper alphabetical
order: 
 Restricted Cash: For any Person, any amount of cash of such Person that is contractually required to be set
aside, segregated or otherwise reserved. 
 SECTION 3. Fees and Expenses. Seller hereby agrees to pay to Buyer, on demand, any and
all reasonable out-of-pocket fees, costs and expenses (including reasonable fees and expenses of counsel) incurred by Buyer in connection with the development,
preparation and execution of this Amendment, irrespective of whether any transactions hereunder are executed. 
 SECTION 4. Conditions
Precedent. This Amendment shall become effective as of the date hereof upon Buyer’s receipt of this Amendment, executed and delivered by a duly authorized officer of Buyer and Seller. 

SECTION 5. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Master Repurchase Agreement shall
continue to be, and shall remain, in full force and effect in accordance with its terms. 
 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. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or
agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. 
 SECTION 8.
GOVERNING LAW. THE AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN
SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 

[SIGNATURE PAGE FOLLOWS] 
  

  
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 IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their
respective officers thereunto duly authorized as of the day and year first above written. 
  

							
	BANK OF AMERICA, N.A.,	 	
		 	Buyer	 		 	
		
	By:	 	 /s/ Adam Robitshek

		 	Name:	 	Adam Robitshek	 	
		 	Title:	 	Vice President	 	    
		
	CALIBER HOME LOANS, INC.,	 	
		 	Seller	 		 	
		
	By:	 	 /s/ Steve Smith

		 	Name:	 	Steve Smith	 	
		 	Title:	 	Chief Financial Officer and Treasurer	 	


 Signature Page to Amendment No. 1 to Master Repurchase Agreement