Exhibit 10.34
AMENDMENT NUMBER TWENTY
to the
MASTER REPURCHASE AGREEMENT
Dated as of May 17, 2013,
between
VELOCITY COMMERCIAL CAPITAL, LLC
and
CITIBANK, N.A.
This AMENDMENT NUMBER TWENTY (this “Amendment Number Twenty”) is made this 4th day of October, 2019, 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 (as amended, 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, 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 October 4, 2019 (the “Amendment Effective Date”), Section 42 of the Agreement is hereby amended by deleting the second proviso contained therein in its entirety and replacing it with the following:
providedfurther that in the case of (iv), Seller shall not file any of the Program Documents other than the Agreement with the SEC or state securities office unless Seller shall have provided at least ten (10) days (or such lesser time as may be demanded by the SEC or state securities office or as otherwise agreed to by Buyer) prior written notice of such filing to Buyer.
SECTION 2. Acknowledgment. Buyer acknowledges that the Agreement and Buyer’s name may be described and referred to in connection with filings and other communications Parent and its Subsidiaries may make to the Securities and Exchange Commission, any securities exchange and others in connection with Parent registering as or being a “public company” and that this Amendment Number Twenty shall serve as the prior written notice to Buyer referred to in the first proviso contained in Section 42 of the Agreement.
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 Twenty (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 Amendment Effective Date, 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.
