EX-10.32





 Exhibit 10.32 

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 

 
  

 
 CREDIT SUISSE FIRST BOSTON MORTGAGE
CAPITAL LLC, 
 as Administrative Agent 

and 
 CREDIT SUISSE AG, CAYMAN
ISLANDS BRANCH, 
 as Buyer 
 and

 CALIBER HOME LOANS, INC., 
 as
Seller 
  
  

AMENDMENT NO. 2 
 Dated as of
November 21, 2019 
 to the 

Master Repurchase Agreement 
 Dated
as of April 2, 2018 
  
  

 












 AMENDMENT NO. 2 TO 

MASTER REPURCHASE AGREEMENT 

November 21, 2019 
 This
Amendment No. 2 (this “Amendment”) to the VFN Repurchase Agreement (defined below), is entered into as of November 21, 2019, by and among Credit Suisse First Boston Mortgage Capital LLC, as administrative agent (the
“Administrative Agent”), Credit Suisse AG, Cayman Islands Branch, as buyer (“Buyer”), and Caliber Home Loans, Inc. (“Caliber”), as seller (“Seller”).
Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the VFN Repurchase Agreement or the Base Indenture (defined below), as applicable. 

W I T N E S S E T H: 
 WHEREAS,
Buyer, Seller and the Administrative Agent have entered into that certain Master Repurchase Agreement, dated as of April 2, 2018 (as amended by Amendment No. 1 dated as of May 7, 2018, and as the same may be amended, restated,
supplemented or otherwise modified from time to time, the “VFN Repurchase Agreement”); 
 WHEREAS, Buyer, Seller and
Administrative Agent have agreed, subject to the terms of this Amendment, that the VFN Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the VFN Repurchase Agreement; 

WHEREAS, the Issuer, Citibank, N.A., as Indenture Trustee, as calculation agent (in such capacity, the “Calculation
Agent”), as paying agent (in such capacity, the “Paying Agent”) and as securities intermediary (in such capacity, the “Securities Intermediary”), Caliber, as administrator (in such
capacity, the “Administrator”) and as servicer (in such capacity, the “Servicer”), the Administrative Agent and PentAlpha Surveillance LLC, as credit manager, are parties to that certain Base
Indenture, dated as of April 2, 2018 (as amended by Amendment No. 1 thereto, dated as of May 7, 2018, Amendment No. 2 thereto dated as of even date herewith, and as may be amended, restated, supplemented, or otherwise modified
from time to time, the “Base Indenture”), as supplemented by the Series 2018-VF1 Indenture Supplement, dated as of April 2, 2018, by and among the Issuer, the Indenture Trustee,
the Calculation Agent, the Paying Agent, the Securities Intermediary, the Administrator, the Servicer and the Administrative Agent (as amended by Amendment No. 1 dated as of January 9, 2019, Amendment No. 2 dated as of
October 22, 2019, Amendment No. 3 dated as of even date herewith, and as may be amended, restated, supplemented or otherwise modified from time to time, the “Series 2018-VF1 Indenture
Supplement”); 
 WHEREAS, pursuant to Section 10.3(e)(iii) of the Base Indenture, so long as any Note is Outstanding and
until all obligations have been paid in full, Caliber shall not consent to any amendment, modification or waiver of any term or condition of any Transaction Document, without the prior written consent of the Administrative Agent; and 

WHEREAS, the VFN Repurchase Agreement is a Transaction Document. 

  
 -2- 













 NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein and
for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller, Buyer and the Administrative Agent agree as follows: 

SECTION 1. Amendment. The VFN Repurchase Agreement is hereby amended by deleting the definition of “Base Rate” from
Section 1.01 thereof in its entirety and replacing it with the following: 
 “Base Rate” means the greater of
(a) the LIBOR Rate or (b) [***]. 
 SECTION 2. Consent. Each of Buyer, Seller, and the Administrative Agent hereby consents to
this Amendment and acknowledges and agrees that the amendments effected by this Amendment shall become effective on the Effective Date. 

SECTION 3. Conditions to Effectiveness of this Amendment. This Amendment shall become effective upon the latest to occur of execution
and delivery of this Amendment by all parties hereto (the “Effective Date”). 
 SECTION 4. No Default; Representations
and Warranties. To induce Buyer to provide the amendments set forth herein, Seller hereby represents, warrants and covenants that: 
 (a)
no Event of Default has occurred and is continuing on the date hereof; and 
 (b) Seller’s representations and warranties contained in
the VFN Repurchase Agreement are true and correct in all material respects and such representations and warranties are remade as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in
which case, they were true, correct and complete in all material respects on and as of such earlier date. 
 SECTION 5. Single
Agreement. Except as expressly amended and modified by this Amendment, all of the terms and conditions of the VFN Repurchase Agreement remain in full force and effect and are hereby reaffirmed. 

SECTION 6. 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 7.
GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 

  
 -3- 













 SECTION 8. Counterparts. This Amendment may be executed simultaneously in any number
of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page by facsimile, pdf. format or other electronic
transmission shall be effective as delivery of a manually executed counterpart of this Amendment. 
 [Signatures appear on the following
pages] 

  
 -4- 













 IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the
date first above written. 
  

			
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Buyer

		
	By:	 	 /s/ Dominic Obaditch

		 	Name: Dominic Obaditch
		 	Title:   Authorized Signatory
		
	By:	 	 /s/ Margaret Dellafera

		 	Name: Margaret Dellafera
		 	Title:  Vice President


 [Signature page to Amendment No. 2 to VFN Repurchase Agreement] 













			
	 CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Administrative
Agent

		
	By:	 	 /s/ Dominic Obaditch

		 	Name: Dominic Obaditch
		 	Title:   Vice President


 [Signature page to Amendment No. 2 to VFN Repurchase Agreement] 













			
	CALIBER HOME LOANS, INC., as Seller
		
	By:	 	 /s/ William Dellal

		 	Name: William Dellal
		 	Title:   Chief Financial Officer


 [Signature Page to Amendment No. 2 to VFN Repurchase Agreement]