Exhibit 10.17
EXECUTION VERSION
AMENDMENT NUMBER THREE
to the
MASTER REPURCHASE AGREEMENT
Dated as of May 17, 2013,
between
VELOCITY COMMERCIAL CAPITAL, LLC
and
CITIBANK, N.A.
This AMENDMENT NUMBER THREE (this “Amendment Number Three”) is made this 16th day of June, 2014, between VELOCITY COMMERCIAL CAPITAL, LLC (“Seller”) and CITIBANK, N.A. (“Buyer”), to the Master Repurchase Agreement, dated as of May 17, 2013, between Seller and Buyer, 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 has requested that Buyer agree to amend the Agreement to provide for the extension of the Termination Date under the Agreement, and the Buyer has agreed, subject to the terms and conditions set forth herein; and
WHEREAS, as of the date hereof, Seller represents to Buyer that 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.Amendment. Effective as of June 16, 2014 (the “Amendment Effective Date”), but subject to the condition precedent set forth in Section 2 below, Section 2 of the Agreement is hereby amended by deleting the definition of “Termination Date” in its entirety and replacing it with the following:
“Termination Date” shall mean June 15, 2015, or such earlier date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law.
SECTION 2.Condition Precedent. As a condition precedent to the effectiveness of this Amendment Number Three, Seller shall have paid to Buyer (i) the May 2014 Extension Commitment Fee and (ii) the first installment of the June 2014 Renewal Commitment Fee (each as defined in the Pricing Side Letter).
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 Three (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, 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.
