EX-10.42





 Exhibit 10.42 

EXECUTION 
 AMENDMENT NO.
9 TO 
 SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT 

Amendment No. 9 to Second Amended and Restated Master Repurchase Agreement, dated as of October 4, 2019 (this
“Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Administrative Agent”), CREDIT SUISSE AG, a company incorporated under the laws of Switzerland, acting through its Cayman Islands Branch
(“CS Cayman” and a “Buyer”), ALPINE SECURITIZATION LTD (“Alpine” and a “Buyer”) and CALIBER HOME LOANS, INC. (the “Seller”). 

RECITALS 
 The
Administrative Agent, the Buyers and the Seller are parties to that certain (i) Second Amended and Restated Master Repurchase Agreement, dated as of August 26, 2016 (as amended by Amendment No. 1, dated as of August 25, 2017,
Amendment No. 2, dated as of January 12, 2018, Amendment No. 3, dated as of March 9, 2018, Amendment No. 4, dated as of April 2, 2018, Amendment No. 5, dated as of June 4, 2018, Amendment No. 6, dated as
of October 23, 2018, Amendment No. 7, dated as of May 9, 2019 and Amendment No. 8, dated as of June 26, 2019, the “Existing Repurchase Agreement”; and as further amended by this Amendment, the
“Repurchase Agreement”) and (ii) Amended and Restated Pricing Side Letter, dated as of August 26, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Pricing Side
Letter”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement. 

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

SECTION 1. Remedies Upon Default. Section 16 of the Existing Repurchase Agreement is hereby amended by deleting paragraph b. in its
entirety and replacing it with the following: 
 b. If Buyers or Administrative Agent exercises or is deemed to have exercised the option
referred to in subparagraph (a) of this Section, (i) Seller’s obligations in such Transactions to repurchase all Purchased Mortgage Loans, at the Repurchase Price therefor on the Repurchase Date determined in accordance with
subparagraph (a) of this Section, shall thereupon become immediately due and payable, (ii) all Income paid after such exercise or deemed exercise shall be retained by Buyers or Administrative Agent and applied, in Buyers’ or
Administrative Agent’s sole discretion, to the aggregate unpaid Repurchase Prices for all outstanding Transactions and any other amounts owing by Seller hereunder (provided that any determination with respect to what portion of the Purchase
Price is contributed to the Purchase Price-Base or Purchase Price-Incremental shall be made in accordance with the Purchase Price definition), and (iii) Seller shall immediately upon Administrative Agent’s request deliver to Buyers or
Administrative Agent the Mortgage Files relating to any Purchased Mortgage Loans subject to such Transactions then in Seller’s possession or control. 












 SECTION 2. Conditions Precedent to Amendment. This Amendment shall become effective
as of the date hereof (the “Amendment Effective Date”), subject to the receipt by Administrative Agent of the following, each of which shall be satisfactory to the Administrative Agent in form and substance: 

(a) this Amendment, duly executed and delivered by the Administrative Agent, the Buyers and the Seller. 

SECTION 3. Representations and Warranties. The Seller hereby represents and warrants to the Administrative Agent and the Buyers that it
is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and
warranties contained in Section 13 of the Repurchase Agreement. Each of Seller and Guarantor additionally represents and warrants to the Administrative Agent and the Buyers that there has been no material change to its financial condition since
the financial statements most recently delivered to the Administrative Agent pursuant to the Repurchase Agreement. 
 SECTION 4. Limited
Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. 

SECTION 5. 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 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. Delivery of an
executed counterpart of a signature page of this Amendment in a Portable Document Format (PDF) or by facsimile shall be effective as delivery of a manually executed original counterpart of this Amendment. 

SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF. 
 [SIGNATURE PAGE FOLLOWS] 

  
 -2- 













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

			
	CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Administrative Agent
		
	By:	 	 /s/ Margaret Dellafera

	Name:	 	MARGARET DELLAFERA
	Title:	 	VICE PRESIDENT
	
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Buyer
		
	By:	 	 /s/ Margaret Dellafera

	Name:	 	Margaret Dellafera
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Elie Chau

	Name:	 	Elie Chau
	Title:	 	Authorized Signatory
	
	ALPINE SECURITIZATION LTD, as a Buyer, by Credit Suisse AG, New York Branch as Attorney-in-Fact
		
	By:	 	 /s/ Elie Chau

	Name:	 	Elie Chau
	Title:	 	Vice President
		
	By:	 	 /s/ Kenneth Aiani

	Name:	 	Kenneth Aiani
	Title:	 	Vice President



  
 Signature Page Amendment
No. 9 to Second A&R MRA 














			
	CALIBER HOME LOANS, INC., as Seller
		
	By:	 	 /s/ Glenn Minkoff

	Name:	 	GLENN MINKOFF
	Title:	 	SENIOR VICE PRESIDENT



  
 Signature Page Amendment
No. 9 to Second A&R MRA