EX-10.56





 Exhibit 10.56 

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 THREE 
 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 THREE (this “Amendment Number Three”) is made this
11th day of January, 2018, 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 to modify Section 8(ff), 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 Repurchase Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Repurchase 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 January II, 2018 (the
“Amendment Effective Date”), Section 8(ff) of the Agreement is hereby amended to read in its entirety as follows: 

(ff) either (i) the two year “compare ratio” assigned to the Seller by FHA under its “Neighborhood
Watch” program is greater than [***] and the Seller does not provide written notice of same to the Buyer within ten (10) Business Days of such determination, or (ii) the two year “compare ratio” assigned to the Seller by FHA
under its “Neighborhood Watch” program is greater than [***] (provided that, this clause (ii) shall not apply prior to the earlier of (A) December 31, 2018 (or, if earlier, the Termination Date), or (B) the date that the
Buyer determines, in its reasonable discretion, that HUD is no longer suspending its right to terminate Seller’s FHA Insurance privileges if Seller’s compare ratio exceeds [***] due to payment forbearances); provided, however, that the
Buyer may, by providing prior written notice to the Seller in the Buyer’s sole discretion, adopt different thresholds for such ratio or other statistic based upon the adoption by FHA of any change in the methodology under such program, and in
such event, there shall be an Event of Default hereunder if the “compare ratio” or such other statistic assigned to the Seller by FHA is less favorable than such threshold adopted by the Buyer (or the notice provided in clause (i) of
this Section (ff) is not provided within ten (10) Business Days; or 












 SECTION 2. Effectiveness. This Amendment Number Three 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 Three (including all reasonable fees and out of pocket costs and expenses of
Buyer’s or Agent’s legal counsel) in accordance with Sections 13.04 and 13.06 of the Agreement. 
 SECTION 4.
Representations. Seller hereby represents to Buyer and Agent that as of the date hereof, Seller is in full compliance with all of the terms and conditions of the Agreement and each other Repurchase Document and no Default or Event of Default
has occurred and is continuing under the Agreement or any other Repurchase Document. 
 SECTION 5. Binding Effect: Governing Law.
THIS AMENDMENT NUMBER THREE SHALL BE BINDING AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS. THIS AMENDMENT NUMBER THREE 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 Three 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 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 Three 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, Buyer and Agent have caused this Amendment Number Three 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 T. IMTIAZI
	Title:	 	DEPUTY CFO
	
	MORGAN STANLEY BANK, N.A.
	(Buyer)
		
	By:	 	 /s/ Sajid Zaidi

	Name:	 	Sajid Zaidi
	Title:	 	Authorized Signatory
	
	MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC
	(Agent)
		
	By:	 	 /s/ Christopher Schmidt

	Name:	 	Christopher Schmidt
	Title:	 	Vice President


 Amendment Number Three to MRA