13312-786/M/I Financial Warehouse Facility MASTER REPURCHASE AGREEMENT dated as of October 24, 2023 among JPMORGAN CHASE SECURITIES LLC, as Sole Bookrunner and Sole Lead Arranger, JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Buyer THE...
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13312-786/M/I Financial Warehouse Facility MASTER REPURCHASE AGREEMENT dated as of October 24, 2023 among JPMORGAN CHASE SECURITIES LLC, as Sole Bookrunner and Sole Lead Arranger, JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Buyer THE OTHER BUYERS PARTY HERETO and M/I FINANCIAL, LLC, as Seller
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TABLE OF CONTENTS Page vii 13312-786/M/I Financial Warehouse Facility 33.2. Contractual Rights, Etc ............................................................................................... 123 33.3. FDIA ........................................................................................................................... 123 33.4. Master Netting Agreement ......................................................................................... 123 Section 34. Disclosure Relating to Certain Federal Protections. ........................................... 123 34.1. Parties not Protected by SIPA or Insured by FDIC or NCUSIF ................................ 123 34.2. SIPA Does Not Protect Government Securities Broker or Dealer Counterparty ....... 124 34.3. Transaction Funds Are Not Insured Deposits ............................................................ 124 Section 35. USA Patriot Act Notification. ............................................................................. 124 Section 36. Waiver of Fees, Costs and Expenses. ................................................................. 124
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TABLE OF CONTENTS Page viii 13312-786/M/I Financial Warehouse Facility EXHIBITS AND SCHEDULES Exhibit A Form of Request/Confirmation Exhibit B Form of Compliance Certificate Exhibit C List of Subsidiaries of the Seller as of the Effective Date Exhibit D-1 Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Buyers) Exhibit D-2 Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Participants) Exhibit D-3 Form of U.S. Tax Compliance Certificate (Partnership Foreign Participants) Exhibit D-4 Form of U.S. Tax Compliance Certificate (Partnership Foreign Buyers) Exhibit E Form of Assignment and Assumption Exhibit F Form of Repurchase and Indemnification Report Exhibit G Form of Repurchase Settlement Account Disbursement Request Schedule AI Approved Investors Schedule AR Authorized Seller Representatives List Effective as of October 24, 2023 Schedule AS Asset Schedule Fields Schedule BC Buyers’ Committed Sums Schedule JML Jumbo Mortgage Loan Criteria Schedule PLD List of Primary Loan Documents Schedule DQ Disqualifiers Schedule EL Eligible Loans Schedule FC File Contents Schedule RP Review Procedures Schedule 1.2 Deposit Accounts Schedule 15.2(f) Material Adverse Changes and Contingent Liabilities Schedule 15.2(g) Pending Litigation Schedule 15.2(n) Existing Liens Schedule 15.2(s) Compliance Information Schedule 15.3 Special Representations and Warranties with Respect to each Purchased Loan Schedule 23 Buyers’ Addresses for Notice as of October 24, 2023
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MASTER REPURCHASE AGREEMENT – Page 1 13312-786/M/I Financial Warehouse Facility MASTER REPURCHASE AGREEMENT THIS MASTER REPURCHASE AGREEMENT is made and entered into as of October 24, 2023, between and among M/I Financial, LLC, an Ohio limited liability company (the “Seller”), and JPMorgan Chase Bank, N.A., a national banking association, as administrative agent and representative of itself as a Buyer and the other Buyers (the “Agent” and sometimes “JPMorgan Chase”), and the other Buyers, as defined in Section 1.2. Section 1. Applicability and Defined Terms. 1.1. Applicability. From time to time the parties hereto may enter into transactions in which the Seller agrees to transfer to the Agent on behalf of the Buyers, Eligible Loans on a servicing-released basis against the transfer of funds by the Buyers, with a simultaneous agreement by the Buyers to transfer to the Seller such Eligible Loans at a date certain or on demand in the event of termination pursuant to Section 18.2 hereof, or if no demand is sooner made, on the Termination Date, against the transfer of funds by the Seller. Each such transaction shall be referred to herein as a “Transaction” and shall be governed by this Agreement, as hereinafter defined. JPMorgan Chase has also agreed to provide a separate revolving swing line repurchase facility to initially and temporarily purchase Eligible Loans pending their purchase by all of the Buyers pursuant to this Agreement. The parties hereby specifically declare that it is their intention that this Master Repurchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) and the purchases of Eligible Loans made pursuant to it (under both its regular and swing line provisions) are to be treated as repurchase transactions under the Title 11 of the United States Code, as amended (the “Bankruptcy Code”), including all rights that accrue to the Buyers by virtue of sections 559, 561 and 562 of the Bankruptcy Code. This Agreement also contains lien provisions with respect to the Purchased Loans so that if, contrary to the intent of the parties, any court of competent jurisdiction characterizes any Transaction as a financing, rather than a purchase, under applicable law, including the applicable provisions of the Bankruptcy Code, the Agent is deemed to have a first priority perfected security interest in and to the Purchased Loans to secure the payment and performance of all of the Seller’s Obligations under this Agreement and the other Transaction Documents. The Buyers’ agreement to establish and continue the revolving repurchase facilities, and JPMorgan Chase’s agreement to establish and continue such revolving swing line repurchase facility, are each made upon and subject to the terms and conditions of this Agreement. If there is any conflict or inconsistency between any of the terms or provisions of this Agreement and any of the other Transaction Documents, this Agreement shall govern and control. If there is any conflict between any provision of this Agreement and any later supplement, amendment, restatement or replacement of it, then the latter shall govern and control. 1.2. Defined Terms. Except where otherwise specifically stated, capitalized terms used in this Agreement and the other Transaction Documents have the meanings assigned to them below or elsewhere in this Agreement.
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MASTER REPURCHASE AGREEMENT – Page 2 13312-786/M/I Financial Warehouse Facility “Accepted Servicing Practices” means, with respect to any Mortgage Loan, (a) those mortgage loan servicing standards and procedures in accordance with all applicable state, local and federal laws, rules and regulations and (b)(i) the mortgage loan servicing standards and procedures prescribed by Xxxxxx Xxx and Freddie Mac, in each case as set forth in the Xxxxxx Xxx Servicing Guide or Freddie Mac Servicing Guide, as applicable, and in the directives or applicable publications of such agencies, as such may be amended or supplemented from time to time, or (ii) with respect to any Mortgage Loans and any matters or circumstances as to which no such standard or procedure applies, the servicing standards, procedures and practices the Seller uses with respect to its own assets as of the date of this Agreement, subject to reasonable changes. “Additional Purchased Loans” means Eligible Loans transferred by the Seller to the Buyers pursuant to, and as defined in, Section 6.1(a). “Adjusted Tangible Net Worth” means, with respect to the Seller on any day, an amount equal to: (i) the Tangible Net Worth of the Seller on that day; minus (ii) fifty percent (50%) of the book value of REO held by the Seller and its Subsidiaries net of their reserves against REO losses on that day; minus (iii) fifty percent (50%) of the book value of other illiquid investments held by the Seller and its Subsidiaries net of their reserves against other illiquid investments on that day; minus (iv) the book value of Mortgage Loans held by the Seller and its Subsidiaries for investment purposes net of their reserves against Mortgage Loan investment losses on that day; plus (v) the lesser of (x) one percent (1%) of the Outstanding Principal Balances of all Mortgage Loans for which the Seller and its Subsidiaries own the Servicing Rights and (y) the capitalized value of the Seller’s and its Subsidiaries’ Servicing Rights, on that day; plus (vi) the then unpaid principal amount of all Qualified Subordinated Debt of the Seller and its Subsidiaries; and plus (vii) the lesser of (x) fifty percent (50%) of the book value of Mortgage Loans held by the Seller and its Subsidiaries for investment purposes net of their reserves against Mortgage Loan investment losses on that day and (y) Twenty Million Dollars ($20,000,000). “Adjusted Term SOFR Rate” means the sum of (a) the Daily Adjusting Term SOFR Rate, plus (b) the SOFR Adjustment. “Advance File” means a file containing all information concerning each Mortgage Loan required to be included in the Mortgage Finance Online intake form relating to such Mortgage Loan, one of which shall be delivered by the Seller to the Custodian for each Purchased Loan on
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MASTER REPURCHASE AGREEMENT – Page 3 13312-786/M/I Financial Warehouse Facility its Purchase Date, both by electronic, computer readable transmission via Mortgage Finance Online and, in the event such electronic transmission is not possible, by faxing a hard copy thereof to the Custodian. “Affected Tenor” is defined in Section 6.4. “Affiliate” means and includes, with respect to a specified Person, any other Person: (a) that directly or indirectly through one or more intermediaries Controls, is Controlled by or is under common Control with the specified Person; (b) that is a director, manager, trustee, general partner, managing or sole member or executive officer of the specified Person or serves in a similar capacity in respect of the specified Person; (c) of which the specified Person is a director, manager, trustee, general partner, managing or sole member or executive officer or with respect to which the specified Person serves in a similar capacity and over whom the specified Person, either alone or together with one or more other Persons similarly situated, has Control; (d) that, directly or indirectly through one or more intermediaries, is the beneficial owner of ten percent (10%) or more of any class of equity securities — which does not include any MBS — of the specified Person; or (e) of which the specified Person is directly or indirectly the owner of ten percent (10%) or more of any class of equity securities of the specified Person. For the purposes of this definition only, “Control” means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “Controlling”, “Controlled by” and “under common Control with” have meanings correlative to the meaning of “Control”. “Aged Mortgage Loan” means, on any day, a Purchased Loan that is not a Jumbo Mortgage Loan and whose Purchase Date was more than sixty (60) days but not more than ninety (90) days prior to that day. “Aged Mortgage Loan Sublimit” is defined in the table set forth in Section 4.2(d). “Agency” (and, with respect to two or more of the following, “Agencies”) means Xxxxxx Xxx, FHA, Freddie Mac, Xxxxxx Xxx, RHS or VA. “Agency Guidelines” means those requirements, standards and procedures that may be adopted by the Agencies from time to time with respect to their purchase or guaranty of residential mortgage loans, which requirements govern the Agencies’ willingness to purchase or guaranty such loans. “Agency Loan Sublimit” is defined in Section 4.2(a).
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MASTER REPURCHASE AGREEMENT – Page 4 13312-786/M/I Financial Warehouse Facility “Agency Mortgage Loan” means a first priority (subject only to Permitted Encumbrances) single-family residential Mortgage Loan that fully conforms to all Agency underwriting and other requirements and whose Customer(s) have a FICO score of 620 or higher. The term “Agency Mortgage Loan” does not include Government Mortgage Loans, Jumbo Mortgage Loans, RHS Mortgage Loans or State Bond Mortgage Loans. “Agency-Required eNote Legend” means the legend or paragraph required by Xxxxxx Xxx or Freddie Mac, as applicable, to be set forth in the text of an eNote, as may be amended from time to time by Xxxxxx Xxx or Freddie Mac, as applicable. “Agent” is defined in the preamble to this Agreement. “Agent’s Fees” is defined in Section 9.2. “Aggregate Outstanding Purchase Price” means as of any Determination Date, an amount equal to the sum of the then-funded Purchase Prices for all Purchased Loans included in all Open Transactions. “Agreement” is defined in Section 1.1. “Applicable Floor” means, as such term is used in the definitions of “Daily Adjusting Term SOFR Rate” or “Successor Rate” (as defined in Section 6.5), zero percent (0.0%) per annum. “Applicable Margin” is defined in the Side Letter. "Approved Accounting Method" shall mean, with respect to (i) the annual Financial Statements Seller is required to deliver pursuant to Section 16.2(b) and the quarterly Financial Statements delivered as of the ends of March, June, September and December each year pursuant to Section 16.2(a), GAAP, or (ii) with respect to the monthly Financial Statements Seller is required to deliver pursuant to Section 16.2(a), the cash basis method of accounting for U.S. federal income tax purposes, or another accounting method reasonably acceptable to the Agent and commonly used for assets similarly situated to the Purchased Loans, which method is, in each case, consistently applied. “Approved Investor” means Xxxxxx Xxx, Xxxxxx Xxx, Freddie Mac and any of the Persons listed on Schedule AI, as it may be supplemented or amended from time to time by agreement of the Seller and the Agent; provided, that if the Agent shall give notice to the Seller of the Agent’s reasonable disapproval of any Approved Investor(s) named in the notice, the Approved Investor(s) so named shall no longer be (an) Approved Investor(s) from and after the time when the Agent sends that notice to the Seller or such later date as may be specified by the Agent in its sole discretion. “Approved Investor Agreement” means an agreement, in form and substance reasonably acceptable to the Agent, between an Approved Investor and the Seller, pursuant to which such Approved Investor has committed to purchase from the Seller certain of the Purchased Loans, as such agreement may be amended, restated, supplemented or otherwise modified from time to time. If any Approved Investor Agreement is modified in any material respect (other than through ordinary course changes to such Approved Investor’s purchase guidelines), the Seller shall provide
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MASTER REPURCHASE AGREEMENT – Page 5 13312-786/M/I Financial Warehouse Facility the Agent with notice of such material modification (other than through ordinary course changes to such Approved Investor’s purchase guidelines) and the Agent shall have the right to suspend approval of the Approved Investor with respect to Investor Commitments after the effective date thereof until the Agent has received such modification (other than through ordinary course changes to such Approved Investor’s purchase guidelines) and approved it in writing; provided that any such suspension shall be provided in a written notice from Agent to Seller. “Asset Schedule” means a data tape or schedule of information prepared and transmitted in hard copy or electronic format by the Seller to the Agent and the Custodian (if transmitted electronically, in a computer readable electronic format reasonably acceptable to the Agent and the Custodian) incorporating the data fields identified on Schedule AS and any other information reasonably required by the Agent for each Purchased Loan. “Authoritative Copy” means, with respect to an eNote, the single authoritative copy of such eNote within the meaning of 15 U.S.C. § 7021(c) (being Section 7021(c) of E-SIGN) or Section 16(c) of UETA, as applicable, which eNote is within the Control of the Controller. “Authorized Seller Representative” means a representative of the Seller duly designated by all requisite limited liability company action to execute any certificate, schedule or other document contemplated or required by this Agreement on behalf of the Seller and as its act and deed. A list of Authorized Seller Representatives current as of the Effective Date is attached as Schedule AR. The Seller will provide an updated list of Authorized Seller Representatives to the Agent and the Custodian promptly following each addition to or subtraction from such list, and the Agent and the Custodian shall be entitled to rely on each such list until such an updated list is received by the Agent and the Custodian. “Backup Servicer” means any Person designated by the Agent, in its sole discretion, to act as a backup servicer of the Purchased Loans in accordance with Section 19.11. “Bankruptcy Code” is defined in Section 1.1. “Benchmark” means, initially, the Term SOFR Screen Rate; provided that if the Term SOFR Screen Rate or any successor thereof is subsequently replaced by a Successor Rate in accordance with Section 6.5, then “Benchmark” shall mean the applicable Successor Rate then in effect. “Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation. “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230, as amended from time to time. “Business Day” means any day, other than a Saturday, Sunday or any other day designated as a holiday under Federal or applicable State statute or regulation, on which Agent is open for all or substantially all of its domestic and international business (including dealings in foreign exchange) in Houston, Texas.
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MASTER REPURCHASE AGREEMENT – Page 6 13312-786/M/I Financial Warehouse Facility “Buyer” means JPMorgan Chase and such other Persons from time-to-time party to this Agreement as a “Buyer.” Persons who are currently Buyers on any day shall be listed as Buyers in Schedule BC in effect for that day. “Buyer Affiliate” means (a) with respect to any Buyer, (i) an Affiliate of such Buyer or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in securities and mortgage reverse repurchase agreements, bank loans and similar financial arrangements in the ordinary course of its business and is administered or managed by such Buyer or an Affiliate of such Buyer and (b) with respect to any Buyer that is a fund which invests in securities and mortgage reverse repurchase agreements, bank loans and similar financial arrangements, any other fund that invests in securities and mortgage reverse repurchase agreements, bank loans and similar financial arrangements and is managed by the same investment advisor as such Buyer or by an Affiliate of such investment advisor. “Buyers’ Fees” is defined in Section 9.1. “Cash Equivalents” means any of the following: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within three (3) months or less after the date of the applicable financial statement reporting such amounts; (b) certificates of deposit, time deposits or Eurodollar time deposits having maturities of three (3) months or less after the date of the applicable financial statement reporting such amounts, or overnight bank deposits, issued by any well-capitalized commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than Five Hundred Million Dollars ($500,000,000) and rated at least A-2 by Standard & Poor’s Corporation or at least P-2 by Xxxxx’x Investors Service, Inc.; (c) money market and cash accounts and money market funds which are invested in investments of the types described above or in commercial paper or variable or fixed rate notes maturing no more than one hundred eighty (180) days from the date of the applicable financial statement reporting such amounts and which is rated at least A- 2 by Standard & Poor’s Corporation or at least P-2 by Xxxxx’x Investors Service, Inc.; and (d) repurchase agreements with a bank or trust company (including any of the Buyers) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America in which Seller shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least one hundred percent (100%) of the amount of the repurchase obligations. “Cash Pledge Account” means the Seller’s non-interest-bearing demand deposit account maintained with Agent and described in Section 9.3 in which the Seller shall maintain the Required Amount of funds for the term of this Agreement. “Central Elements” means and includes the value of a substantial part of the Purchased Loans; the prospects for payment of each portion of the Repurchase Price, both Purchase Price and Price Differential, when due; the validity or enforceability of this Agreement and the other Transaction Documents and, as to any Person referred to in any reference to the Central Elements, such Person’s property, business operations, financial condition and ability to fulfill and perform
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MASTER REPURCHASE AGREEMENT – Page 7 13312-786/M/I Financial Warehouse Facility its obligations under this Agreement and the other Transaction Documents to which it is a party, each taken as a whole, and such Person’s prospects of continuing in business as a going concern. “Certified Copy” means a copy of an original Primary Loan Document or Secondary Loan Document accompanied by (or on which there is stamped) a certification by an officer of either a title insurer or an agent of a title insurer (whether a title agency or a closing attorney) or, except where otherwise specified below, by an Authorized Seller Representative or an officer of the Servicer (if other than the Seller) or subservicer of the relevant Mortgage Loan, that such copy is a true copy of the original and (if applicable) that the original has been sent to the appropriate governmental filing office for recording in the jurisdiction where the related Mortgaged Premises are located. Each such certification shall be conclusively deemed to be a representation and warranty by the certifying officer, agent, Authorized Seller Representative or officer of the relevant Servicer or subservicer, as applicable, to the Agent, the Buyers and the Custodian upon which each may rely. “Change in Law” means the occurrence, after the Effective Date, of any of the following: (a) the adoption or introduction of any applicable Legal Requirement now or hereafter in effect and whether or not applicable to any Buyer or the Agent on such date, (b) any change in any applicable Legal Requirement or in the interpretation or application thereof by any Governmental Authority, or (c) the issuance, making or implementation by any Governmental Authority of any interpretation, administration, request, regulation, guideline, or directive (whether or not having the force of law), including any risk-based capital guidelines. For purposes of this definition, (x) a change in any Legal Requirement or in the interpretation, application, administration or implementation thereof, shall include, without limitation, any change made or which becomes effective on the basis of a Legal Requirement or any interpretation, administration or implementation thereof then in force, the effective date of which change is delayed by the terms of such Legal Requirement or interpretation, administration or implementation thereof, (y) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (Pub. L. 111-203, H.R. 4173) and all requests, rules, regulations, guidelines, interpretations or directives promulgated thereunder or issued in connection therewith shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or promulgated, and (z) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall each be deemed to be a "Change in Law", regardless of the date enacted, adopted, issued or implemented. “Change of Control” means, in respect of the Seller, the occurrence of the Parent not owning directly, or indirectly, one hundred percent (100%) of the issued and outstanding ownership interests of the Seller. “CL” means JPMorgan Chase, operating through its unincorporated division commonly known as its Correspondent Lending group. “Collateral” is defined in Section 10.1.
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MASTER REPURCHASE AGREEMENT – Page 8 13312-786/M/I Financial Warehouse Facility “Commitment” means, for each Buyer, its commitment under Section 2.1, subject to reduction or increase as described in Section 2.6, to fund its Funding Share of Transactions, limited to such Buyer’s Committed Sum. “Committed Sum” means, for any day, the maximum total amount a Buyer is committed to fund for the purchase from the Seller of Eligible Loans on a revolving basis pursuant to this Agreement, on its terms and subject to its conditions. From the Effective Date of this Agreement through the Termination Date or such other date (if any) when all or any of them is changed by operation of the provisions of any agreement or Legal Requirement, the Committed Sums for the Buyers are as set forth on Schedule BC, as it may be amended and restated from time to time. “Competitor” means an entity which (a) either (i) competes with the Parent or its Affiliates in the home building business, or (ii) is in the business of making, purchasing, holding or otherwise investing in residential Mortgage Loans in the ordinary course of its business, and (b) is not in the business of making, purchasing, holding or otherwise investing in commercial loans or similar extensions of credit in the ordinary course of its business. “Conforming Changes” means, with respect to either the use or administration of SOFR or the use, administration, adoption or implementation of any Successor Rate, any technical, administrative or operational changes (including changes to the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of Price Differential, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 6.4 or Section 6.5 and other technical, administrative or operational matters) that the Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents). “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. "Consolidated" (or "consolidated") or "Consolidating" (or "consolidating") means, when used with reference to any financial term in this Agreement, the aggregate for two or more Persons of the amounts signified by such term for all such Persons determined on a consolidated (or consolidating) basis in accordance with the Approved Accounting Method. Unless otherwise specified herein, "Consolidated" and "Consolidating" shall refer to the Seller and its Subsidiaries, determined on a Consolidated or Consolidating basis. “Contingent Indebtedness” means, with respect to any Person as of a particular date, the sum (without duplication) at such date of (a) all obligations of such Person in respect of letters of credit, acceptances, or similar obligations issued or created for the account of such Person, (b) all
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MASTER REPURCHASE AGREEMENT – Page 9 13312-786/M/I Financial Warehouse Facility obligations of such Person under any contract, agreement or understanding of such Person pursuant to which such Person guarantees, or in effect guarantees, any indebtedness or other obligations of any other Person in any matter, whether directly or indirectly, contingently or absolutely, in whole or in part (excluding such Person’s contingent liability as endorser of negotiable instruments for collection in the ordinary course of business), (c) all liabilities secured by any Lien on any property owned by such Person, whether or not such Person has assumed or otherwise become liable for the payment thereof and (d) any liability of such Person or any Affiliate thereof in respect of unfunded vested benefits under any ERISA Plan, in each case excluding any such liabilities or obligations that constitute Debt. “Control” means, with respect to an eNote, “control” of such eNote as such term is defined in 15 U.S.C. § 7021(b) (being Section 7021(c) of E-SIGN) and/or Section 16 of UETA, as applicable, which is established by reference to the MERS eRegistry and any party designated therein as the Controller. “Control Failure” means, with respect to any eMortgage Loan, the occurrence of any event or condition while such eMortgage Loan is subject to a Transaction which results in the Custodian not having Control of the eNote evidencing such eMortgage Loan or the Custodian not being the Controller of such eNote, excluding, however, any Transfer of Control intentionally made by the Custodian pursuant to this Agreement or any other Transaction Documents, including in conjunction with the sale, conveyance or other disposition of such eMortgage Loan. “Controller” means, with respect to an eNote, the party designated in the MERS eRegistry as the “Controller,” and who in such capacity shall be deemed to be “in control” or to be the “controller” of such eNote within the meaning of UETA or E-SIGN, as applicable. “Currency Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement for the purpose of hedging the currency risk associated with the Seller’s and its Subsidiaries’ operations and not for speculative purposes. “Custodian” means JPMorgan Chase Bank, N.A., or any successor custodian acceptable to the Agent. “Custodian’s Fees” means the fees to be paid by the Seller to the Custodian for its services as provided to the Seller by the Custodian. Such fees are separate from and in addition to other fees to be paid to the Buyers and the Agent provided for in this Agreement. “Customer” means and includes each maker of a Mortgage Note and each cosigner, guarantor, endorser, surety and assumptor thereof, and each mortgagor or grantor under a Mortgage. “Daily Adjusting Term SOFR Rate” means, for any day, the rate per annum equal to the Term SOFR Screen Rate at or about 8:00 a.m. (Houston, Texas time) (or as soon thereafter as practical) on such day with a term of one (1) month; provided that, except for a determination by Agent pursuant to Section 6 herein, if such rate is not published on such determination date then the rate will be the Term SOFR Screen Rate on the first Business Day immediately prior thereto; provided, however, and notwithstanding anything to the contrary set forth in this Agreement, if at
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MASTER REPURCHASE AGREEMENT – Page 10 13312-786/M/I Financial Warehouse Facility any time the Daily Adjusting Term SOFR Rate would otherwise be less than the Applicable Floor, then the Daily Adjusting Term SOFR Rate shall be deemed to be the Applicable Floor for all purposes of this Agreement. “Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided that if the Agent decides that any such convention is not administratively feasible for the Agent, then the Agent may establish another convention in its reasonable discretion. “Debt” means, with respect to any Person, on any day, (a) all indebtedness or other obligations of such Person that, in accordance with the Approved Accounting Method, should be included in determining total liabilities as shown on the liabilities side of a balance sheet of such Person at such date, and (b) all indebtedness or other obligations of such Person for borrowed money or for the deferred purchase price of property or services; provided that, for purposes of this Agreement, there shall be excluded from Debt on any day loan loss reserves, deferred taxes arising from capitalized excess service fees, operating leases and Qualified Subordinated Debt. “Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect. “Default” means the occurrence of any event or existence of any condition that, but for the giving of notice, the lapse of time or both, would constitute an Event of Default. “Default Pricing Rate” means, on any day and with respect to any Transaction, a rate per annum equal to the otherwise applicable Pricing Rate plus three percent (3%) per annum. “Defaulting Buyer” means any Buyer, as determined by the Agent, that has (a) failed to fund any portion of its Transactions (including any Swing Line Transactions syndicated pursuant to Section 2.5) within two (2) Business Days of the date required to be funded by it hereunder, (b) notified the Seller, the Agent or any Buyer in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement, other mortgage repurchase agreements or any agreements in which it commits to extend credit, (c) failed, within two (2) Business Days after request by the Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Transactions and participations in then outstanding Swing Line Transactions (provided that such Buyer shall cease to be a Defaulting Buyer pursuant to this clause (c) upon receipt of such written confirmation by the Agent), (d) otherwise failed to pay over to the Agent or any other Buyer any other amount required to be paid by it hereunder within two Business Days of the date when due, unless the subject of a good faith dispute, or (e) (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory
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MASTER REPURCHASE AGREEMENT – Page 11 13312-786/M/I Financial Warehouse Facility authority acting in such a capacity; provided that a Buyer shall not be a Defaulting Buyer solely by virtue of the ownership or acquisition of any equity interest in that Buyer or any direct or indirect parent company thereof by a Governmental Authority, so long as such ownership interest does not result in or provide such Buyer with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Buyer (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Buyer. Any determination by the Agent that a Buyer is a Defaulting Buyer under any one or more of clauses (a) through (e) above shall be conclusive and binding absent manifest error, and such Buyer shall be deemed to be a Defaulting Buyer upon delivery of written notice of such determination to the Seller, Swing Line Buyer and each Buyer. “Delegatee” means, with respect to an eNote, the party designated in the MERS eRegistry as the “Delegatee” or “Delegatee for Transfers,” who in such capacity is authorized by the Controller to perform certain MERS eRegistry transactions on behalf of the Controller such as Transfers of Control and Transfers of Control and Location. “Determination Date” means the date as of, or for, which a specified characteristic of a Mortgage Loan or other subject matter is being determined for purposes of a provision of this Agreement or another Transaction Document. “Disqualifier” means any of the circumstances or events affecting Purchased Loans that are described on Schedule DQ. “Dry Loan” means an Eligible Loan originated by the Seller that has been closed, funded and qualifies without exception as an Eligible Loan, including satisfying the requirement that all of its Primary Loan Documents have been delivered to the Custodian. “eClosing System” means the systems and processes used in the origination and closing of an eMortgage Loan and through which the eNote and other Loan Documents are accessed, presented and signed electronically. “eClosing Transaction Record” means, for each eMortgage Loan, a record of each eNote and Electronic Record presented and signed using the eClosing System and all actions relating to the creation, execution, and transferring of the eNote, and all other Electronic Records that are required to be maintained pursuant to Agency Guidelines and required to demonstrate compliance with all applicable Legal Requirements. An eClosing Transaction Record shall include systems logs and audit trails that establish a temporal and process link between the presentation of identity documents and the electronic signing of each eNote and Electronic Record, together with identifying information that can be used to verify the Electronic Signature and its attribution to the signer's identity, and evidence of the signer's agreement to conduct the transaction electronically and the signer's execution of each electronic signature. “Effective Date” means October 24, 2023. “Electronic Agent” means MERSCORP Holdings, Inc., or its successor in interest or assigns.
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MASTER REPURCHASE AGREEMENT – Page 12 13312-786/M/I Financial Warehouse Facility “Electronic Record” means an “electronic record” as defined in Section 2 of UETA or Section 7006 of E-SIGN, as applicable, and with respect to an eMortgage Loan, the related eNote and all other documents comprising the File electronically created and that are stored in an electronic format and bearing an “electronic signature” as such term is defined in E-SIGN, if any. “Electronic Tracking Agreement” means one (1) or more Electronic Tracking Agreements with respect to (i) the tracking of changes in the ownership, mortgage servicers and servicing rights ownership of Mortgage Loans held on the MERS System, and (ii) the tracking of the Control of eNotes held on the MERS eRegistry, each in a form reasonably acceptable to Seller and Agent, as the same may be amended (including by an Addendum to Electronic Tracking Agreement for eNotes), restated, supplemented or otherwise modified from time to time. “Electronic Transmission” means each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise made or communicated by e-mail or E-Fax, or otherwise to or from an E-System or other equivalent service. “Eligible Assignee” means (a) a Buyer; (b) a Buyer Affiliate; or (c) any other Person (other than a natural person) approved by the (i) Agent and Swing Line Buyer, and (ii) unless an Event of Default has occurred and is continuing, the Seller (each such approval not to be unreasonably withheld or delayed); provided that (x) notwithstanding the foregoing, “Eligible Assignee” shall not include any natural person, the Seller, or any of the Seller’s Affiliates or Subsidiaries, (y) no assignment shall be made to a Defaulting Buyer (or a Person who would be a Defaulting Buyer if such Person was a Buyer hereunder) without the consent of Agent and Seller; and (z) that notwithstanding clause (c)(ii) of this definition, so long as no Event of Default has occurred and is continuing, no assignment shall be made to a Competitor without the consent of the Seller, which consent may be withheld in its sole discretion. “Eligible Loans” is defined on Schedule EL. “eMortgage Loan” means a Mortgage Loan evidenced by an eNote and as to which some or all of the other documents comprising the related mortgage file may be created electronically and not by traditional paper documentation with a pen and ink signature. “eNote” means, with respect to any eMortgage Loan, the electronically created and stored Mortgage Note that is a Transferable Record. “eNote Custodian” means JPMorgan Chase Bank, N.A., or any successor custodian acceptable to the Agent. “ERISA” means the Employee Retirement Income Security Act of 1974 and any successor statute, as amended from time to time, and all rules and regulations promulgated under it. “ERISA Affiliates” means all members of the group of corporations and trades or businesses (whether or not incorporated) that, together with the Seller, are treated as a single employer under Section 414 of the Internal Revenue Code.
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MASTER REPURCHASE AGREEMENT – Page 13 13312-786/M/I Financial Warehouse Facility “ERISA Plan” means any pension benefit plan subject to Title IV of ERISA or Section 412 of the Internal Revenue Code maintained or contributed to by the Seller or any ERISA Affiliate with respect to which the Seller has a fixed or contingent liability. “Erroneous Payment” is defined in Section 22.23. “Escrow Account” means the Escrow Account established by the Seller with a bank reasonably satisfactory to the Agent under Section 8, and subject to the control of the Agent into which amounts paid for escrow accumulation under Purchased Loans are paid for purposes of paying taxes, insurance and other appropriate escrow charges. “E-SIGN” means the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., as supplemented, amended, recodified or replaced from time to time. “E-System” means any electronic system and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Agent, any of its Affiliates or any other Person, providing for access to data protected by passcodes or other security system. “eVault” means an electronic repository established and maintained by the eVault Provider for the Custodian for delivery and storage of eNotes. “eVault Provider” means such entity agreed upon by Seller, Custodian and Agent. “Event of Default” is defined in Section 18.1. “Event of Insolvency” means, as to any Person: (a) such Person has commenced as debtor any case or proceeding under any bankruptcy, insolvency, reorganization, moratorium, delinquency, arrangement, readjustment of debt, liquidation, dissolution, or similar law of any jurisdiction whether now or hereafter in effect, or consents to the filing of any petition against it under such law, or petitions for, causes or consents to the appointment or election of a receiver, conservator, liquidator, trustee, sequestrator, custodian or similar official for such Person or any substantial part of its property, or an order for relief is entered under the Bankruptcy Code; or any of such Person’s property is sequestered by court or order; or the convening by such Person of any meeting of creditors for purposes of commencing any such case or proceeding or seeking such an appointment or election; (b) the commencement of any such case or proceeding against such Person, or another Person’s seeking an appointment or election of a receiver, conservator, liquidator, trustee, sequestrator, custodian or similar official for such Person, or any substantial part of its property, or the filing against the such Person of an application for a protective decree under the provisions of SIPA which (i) is consented to or not timely contested by such Person, (ii) results in the entry of an order for relief, such an appointment or election, the issuance of such a protective decree, or the entry of an order having a similar effect or (iii) is not dismissed within sixty (60) days;
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MASTER REPURCHASE AGREEMENT – Page 14 13312-786/M/I Financial Warehouse Facility (c) the making by such Person of a general assignment for the benefit of creditors; or (d) the inability of such Person to, or the admission in writing by such Person of its inability or its intention not to, pay its debts as they become due. “Exception” means, with respect to any Purchased Loan, any variance from the delivery requirements of Schedule FC with respect to the Files in accordance with the Review Procedures. “Exception Report” means a schedule of Files delivered by the Custodian to the Agent and the Seller, reflecting all Purchased Loans held by the Custodian, for and on behalf of Buyers, which includes any Exceptions with respect to each Purchased Loan listed thereon. Each Exception Report may be in electronic format and shall set forth the Purchased Loans held by the Custodian hereunder and shall include all Exceptions with respect thereto, with any updates thereto from the time last delivered clearly marked. “Excluded Swap Obligation” means any obligation of Seller to any Buyer with respect to a “swap,” as defined in Section 1a(47) of the Commodity Exchange Act (“CEA”), if and to the extent that Seller’s guaranteeing of, or granting of a security interest or lien to secure, such swap obligation, is or becomes illegal under the CEA, or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof), by virtue of Seller’s failure for any reason to constitute an “eligible contract participant,” as defined in Section 1a(18) of the CEA and the regulations thereunder, at the time such guarantee or such security interest grant becomes effective with respect to such swap obligation. If any such swap obligation arises under a master agreement governing more than one swap, the foregoing exclusion shall apply only to those swap obligations that are attributable to swaps in respect of which Seller’s guaranteeing of, or granting of a security interest or lien to secure, such swaps is or becomes illegal. “Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case, (i) imposed by the jurisdiction under the laws of which such Person is organized or of its applicable lending office, or any political subdivision thereof, or (ii) that are Other Connection Taxes, (b) in the case of a Buyer, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Buyer under this Agreement pursuant to a law in effect on the date on which (i) such Buyer first becomes a party to this Agreement, or an assignee or successor to a Buyer (other than pursuant to an assignment request by the Seller under Section 26.4) or (ii) such Buyer changes its lending office, except, in each case, to the extent (and only to the extent) that the Buyer transferor or predecessor was entitled to indemnification or additional amounts under Section 7 immediately before such Buyer assignee or successor became a party hereto or the Buyer was entitled to indemnification or additional amounts under Section 7 immediately before such Buyer changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 7.5 and (d) any U.S. federal withholding Taxes imposed under FATCA. “Xxxxxx Xxx” means Federal National Mortgage Association and any successor thereto or to the functions thereof.
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MASTER REPURCHASE AGREEMENT – Page 15 13312-786/M/I Financial Warehouse Facility “FATCA” means sections 1471 through 1474 of the Internal Revenue Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, and any agreement entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code as of the date of this Agreement (or any amended or successor version described above), any intergovernmental agreement entered into in connection with the implementation of such Sections of the Internal Revenue Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to such intergovernmental agreement. “Federal Funds Effective Rate” means, for any day, a fluctuating interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by Agent from three Federal funds brokers of recognized standing selected by Agent, all as conclusively determined by the Agent, such sum to be rounded upward, if necessary, in the discretion of the Agent, to the nearest whole multiple of 1/100th of 1%; provided that if the Federal Funds Effective Rate as so determined would be less than 0%, such rate shall be deemed to be 0% for purposes of this Agreement. “Fee Letter” means that certain Fee Letter dated as of October 24, 2023, from the Agent to the Seller. “FHA” means the Federal Housing Administration and any successor. “FICO” means Fair Xxxxx Corporation and, where used in this Agreement, refers to the credit scoring system developed by that company or to any other Customer credit scoring system whose use by the Seller (for purposes of this Agreement and the Transactions) has been specifically approved in writing by the Agent. “File” means a file in the possession of the Custodian containing all of the Loan Documents for the relevant type of Mortgage Loan. “Financial Statements” is defined in Section 15.2(f). “Foreign Buyer” is defined in Section 7.5(b). “Freddie Mac” means the Federal Home Loan Mortgage Corporation and any successor thereto or to the functions thereof. “Funding Account” means the Seller’s non-interest-bearing demand deposit account maintained with JPMorgan Chase and described in Schedule 1.2 into which the Agent shall transfer funds (funds paid by the Buyers as Purchase Price) and from which the Agent shall disburse funds in accordance with the terms and conditions of this Agreement so long as no Event of Default exists or will result therefrom. After the occurrence and during the continuance of an Event of Default, Seller shall have no further access to the Funding Account, the Funding Account
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MASTER REPURCHASE AGREEMENT – Page 16 13312-786/M/I Financial Warehouse Facility shall be under the exclusive control of the Agent, and the Funding Account shall be subject to setoff by the Agent for Pro Rata distribution to the Buyers. “Funding Share” means, for each Buyer, that proportion of the sum of the original Purchase Prices for the Mortgage Loans to be purchased in a Transaction that bears the same ratio to the total amount of such sum as that Xxxxx’s Committed Sum bears to the Maximum Aggregate Commitment. “GAAP” means, for any day, generally accepted accounting principles, applied on a consistent basis, stated in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, or in statements and pronouncements of the Financial Accounting Standards Board or in such other statements by another entity or entities as may be approved by a significant segment of the accounting profession, that are applicable to the circumstances for that day. The requirement that such principles be applied on a consistent basis means that the accounting principles observed in a current period shall be comparable in all material respects to those applied in an earlier period, with the exception of changes in application to which the Seller’s independent certified public accountants have agreed and which changes and their effects are summarized in the subject company’s financial statements following such changes. If (a) at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in this Agreement and (b) the Seller or the Required Buyers regard such change(s) as adverse to their respective interests, then upon written notice by the Seller to Agent, or by the Agent or the Required Buyers to the Seller, the parties to this Agreement shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Buyers); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Seller shall provide to the Agent and Buyers Seller’s financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP, provided that neither the Agent nor any of the Buyers shall be obligated to commence, continue or conclude any such negotiation or to execute any such supplement or amendment after any Event of Default has occurred (other than an Event of Default caused by such change) that has not been cured by the Seller or that the Agent has not declared in writing to have been waived in accordance with Section 22. “Xxxxxx Xxx” means the Government National Mortgage Association and any successor. “Government Loan Sublimit” is defined in Section 4.2(b). “Government Mortgage Loan” means a first priority (subject only to Permitted Encumbrances) single-family residential Mortgage Loan that is FHA insured or VA guaranteed and fully conforms to all Agency underwriting and other requirements and whose Customer(s) have a FICO score of 620 or higher. The term “Government Mortgage Loan” does not include Agency Mortgage Loans, Jumbo Mortgage Loans, RHS Mortgage Loans or State Bond Mortgage Loans.
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MASTER REPURCHASE AGREEMENT – Page 17 13312-786/M/I Financial Warehouse Facility “Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including without limitation any supranational bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing). “Hash Value” means, with respect to an eNote, the unique, tamper-evident digital signature of such eNote that is stored in the MERS eRegistry. “Hazard Insurance Policy” means, with respect to each Purchased Loan, the policy of fire and extended coverage insurance required to be maintained for the related Mortgaged Premises’ improvements (and, if the related Mortgaged Premises are located in a federally-designated special flood area, federal flood insurance issued in accordance with the Flood Disaster Protection Act of 1973, as amended from time to time, or, if repealed, any superseding legislation governing similar insurance coverage, or similar coverage against loss sustained by floods or similar hazards that conforms to the flood insurance requirements prescribed by Xxxxxx Xxx guidelines, which may be provided under a separate insurance policy), which insurance may be a blanket mortgage impairment policy. “Hedge Agreement” means an Interest Rate Protection Agreement, a Currency Agreement or a forward sales agreement entered into in the ordinary course of the Seller’s or any of its Subsidiaries’ businesses to protect the Seller against changes in interest rates or the market value of assets. “HUD” means the U.S. Department of Housing and Urban Development and any successor. “In Default” means that, as to any Mortgage Loan, any Mortgage Note payment or escrow payment is unpaid for thirty (30) days or more after its due date (whether or not the Seller has allowed any grace period or extended the due date thereof by any means) or another material default has occurred and is continuing, including the commencement of foreclosure or the commencement of a case in bankruptcy for any Customer in respect of such Mortgage Loan. “Income” means, with respect to any Purchased Loan on any day, all payments of principal, interest and other distributions thereon or proceeds thereof paid to the relevant party. “Income Account” means a demand deposit account established by the Seller with JPMorgan Chase or another bank reasonably satisfactory to the Agent and described in Schedule 1.2 under the provisions of Section 8, which shall be subject to the control of the Agent. “Indemnified Liabilities” is defined in Section 20.2. “Indemnified Parties” is defined in Section 20.2.
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MASTER REPURCHASE AGREEMENT – Page 18 13312-786/M/I Financial Warehouse Facility “Interest Rate Protection Agreement” means, with respect to any or all of the Purchased Loans, any short sale of any U.S. Treasury securities, futures contract, mortgage related security, Eurodollar futures contract, options related contract, interest rate swap, cap or collar agreement or similar arrangement providing for protection against fluctuations in interest rates or the exchange of nominal interest obligations, either generally or under specific contingencies, that is entered into by the Seller and a financial institution and is reasonably acceptable to the Agent. “Interim Servicing Term” is defined in Section 19.1. “Internal Revenue Code” means the Internal Revenue Code of 1986 or any subsequent federal income tax law or laws, as amended from time to time. “Investment Property Loan Sublimit” is defined in the table set forth in Section 4.2(d). “Investment Property Mortgage Loan” means an Agency Mortgage Loan secured by Mortgaged Premises which are not occupied by the Customer, which has been underwritten by the Approved Investor who issued an Investor Commitment that covers it and whose underwriting, Investor Commitment, appraisal and all related documentation that the Agent elects to review are approved by the Agent. “Investor Commitment” means an unexpired written commitment held by the Seller from an Approved Investor to buy Purchased Loans, and that specifies (a) the type or item(s) of Purchased Loan, (b) a purchase date or purchase deadline date and (c) a purchase price or the criteria by which the purchase price will be determined. “Investor Guidelines” means (i) the eligibility requirements established by the Approved Investor that must be satisfied by a Mortgage Loan originator to sell Mortgage Loans to the Approved Investor and (ii) the specifications that a Mortgage Loan must meet, and the requirements that it must satisfy, to qualify for the Approved Investor’s program of Mortgage Loan purchases, as such requirements and specifications may be revised, supplemented or replaced from time to time. “Jumbo Loan Sublimit” is defined in the table set forth in Section 4.2(d). “Jumbo Mortgage Loan” means a Mortgage Loan that (a) would be an Agency Mortgage Loan except that the original principal amount is more than the maximum Agency loan amount, (b) conforms to the eligibility criteria set forth in Schedule JML, including maximum Loan To Value, maximum original principal balance and minimum Customer FICO score and (c) other than with respect to any Non-Chase Jumbo Mortgage Loan, is subject to an Investor Commitment issued by CL. The term “Jumbo Mortgage Loan” does not include Agency Mortgage Loans, Government Mortgage Loans, RHS Mortgage Loans or State Bond Mortgage Loans. “Legal Requirement” means any law, statute, ordinance, decree, ruling, treaty, requirement, order, judgment, rule or regulation (or interpretation of any of them), including any of the foregoing that relate to environmental standards or controls, energy regulations and occupational safety and health standards or controls, of any (domestic or foreign) court or other Governmental Authority, and the terms of any license, permit, consent or approval issued by any Governmental Authority.
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MASTER REPURCHASE AGREEMENT – Page 19 13312-786/M/I Financial Warehouse Facility “Leverage Ratio” means the ratio of the Seller’s Debt (including early purchase program and other off balance sheet financings) to its Adjusted Tangible Net Worth. “Lien” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest). “Liquidity” means, as of any date of determination, (a) the Seller’s unencumbered and unrestricted cash and Cash Equivalents (including the balance on deposit in the Cash Pledge Account, but excluding any restricted cash or cash pledged to third parties) at such time plus (b) the amount of any Unfunded Purchase Price. “Loan Documents” means the Mortgage Note and all of the other papers related to the establishment of a Purchased Loan and the creation, perfection and maintenance of its lien and lien priority for such Purchased Loan, including its Primary Loan Documents and its Secondary Loan Documents and including any papers securing, guaranteeing or otherwise related to or delivered in connection with any Purchased Loan, in a form reasonably acceptable to the Agent (including any guaranties, lien priority agreements, security agreements, mortgages, deeds of trust, collateral assignments of the Seller’s interest in underlying obligations or security, subordination agreements, intercreditor agreements, negative pledge agreements, loan agreements, management agreements, development agreements, design professional agreements, payment, performance or completion bonds, mortgage security and insurance contracts, title, mortgage, pool, casualty, flood and earthquake insurance policies, binders and commitments, FHA insurance and VA guaranties, participation certificates and agreements, financing statements and investor or purchase commitments), as any such Loan Document may be supplemented, amended, restated or replaced from time to time; provided that the “Loan Documents” of an eMortgage Loan include the eMortgage Loan’s related Electronic Records, including the related eNote, rather than their paper equivalents. “Loan Files” means books, records, ledger cards, files, papers, documents, instruments, certificates, appraisal reports, surveys, bonds, journals, reports, correspondence, customer lists, information and data that describes, catalogs or lists such information or data, computer printouts, media (tapes, discs, cards, drives, flash memory or any other kind of physical, electronic or virtual data or information storage media or systems) and related data processing software (subject to any licensing restrictions) and similar items that at any time evidence or contain information relating to any of the Purchased Loans, and other information and data that is used or useful for managing and administering the Purchased Loans, together with the nonexclusive right to use (in common with the Seller and any repurchase agreement counterparty or secured party that has a valid and enforceable interest therein and that agrees that its interest is similarly nonexclusive) the Seller’s operating systems to manage and administer any of the Purchased Loans and any of the related data and information described above, or that otherwise relates to the Purchased Loans, together with the media on which the same are stored to the extent stored with material information or data that relates to property other than the Purchased Loans (tapes, discs, cards, drives, flash memory or any other kind of physical or virtual data or information storage media or systems), and the Seller’s rights to access the same, whether exclusive or nonexclusive, to the extent that such access rights may lawfully be transferred or used by the Seller’s permittees, and any computer programs that are owned by the Seller (or licensed to the Seller under licenses that may lawfully be
![slide29](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha029.jpg)
MASTER REPURCHASE AGREEMENT – Page 20 13312-786/M/I Financial Warehouse Facility transferred or used by the Seller’s permittees) and that are used or useful to access, organize, input, read, print or otherwise output and otherwise handle or use such information and data. “Loan to Value” means, with respect to any Mortgage Loan, a fraction expressed as a percentage, having as its numerator (a) the sum of (i) the outstanding principal amount of such Mortgage Loan encumbering the subject real property plus (ii) the outstanding principal amount of each other Mortgage Loan that is secured by a junior Lien against the subject real property, and as its denominator (b) the appraised value of the subject real estate encumbered thereby based on a current appraisal and by an appraiser reasonably acceptable to the Agent. “Location” means, with respect to an eNote, the location of such eNote which is established by reference to the MERS eRegistry. “Low FICO Loan Sublimit” is defined in the table set forth in Section 4.2(d). “Low FICO Mortgage Loan” means a Mortgage Loan that meets all the requirements to be a Government Mortgage Loan except that the FICO score for the Customer(s) of such Mortgage Loan is 580 or higher but less than 620, and whose underwriting, appraisal and all related documentation that the Agent elects to review are approved by the Agent. “Margin Amount” means, at any time with respect to any Purchased Loan, the amount equal to (a) the applicable Margin Percentage for that Purchased Loan at that time multiplied by (b) the Market Value of that Purchased Loan at that time. “Margin Call” is defined in Section 6.1(a). “Margin Deficit” is defined in Section 6.1(a). “Margin Excess” is defined in Section 6.1(b). “Margin Percentage” is defined in the Side Letter. “Margin Stock” is defined in Regulation U as in effect from time to time. “Marginable Assets” means the sum of the balance sheet values of (i) all of the Seller’s assets that are subject to financing or other arrangements that allow the counterparty to make margin calls or demand if such assets decline in value, including Mortgage Loans held for sale, Servicing Rights (to the extent actually financed, excluding Servicing Rights to Purchased Loans) and (ii) interest rate lock commitments and other financial derivative instruments (net of derivative liabilities). “Market Value” means, with respect to any Mortgage Loan as of any date of determination, what the Agent determines as the market value of any Purchased Loan, using a commercially reasonable methodology that is, in its sole good faith discretion, in accordance with standards customarily applicable in the financial industry to third party service providers providing values on comparable assets to be used in connection with the financing of such assets, without reference to Hedge Agreements or Investor Commitments. The Agent’s determination of Market Value hereunder shall be conclusive and binding upon the parties, absent manifest error.
![slide30](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha030.jpg)
MASTER REPURCHASE AGREEMENT – Page 21 13312-786/M/I Financial Warehouse Facility “Master Servicer” means, with respect to an eNote, the party that is designated in the MERS eRegistry as the “Master Servicer”, and that in such capacity is authorized by the Controller to perform certain MERS eRegistry transactions on behalf of the Controller. “Master Servicer Field” means, with respect to an eNote, the field entitled, “Master Servicer” in the MERS eRegistry. “Maximum Aggregate Commitment” means the maximum Aggregate Outstanding Purchase Price that is allowed to be outstanding under this Agreement on any day, being the amount set forth in Schedule BC in effect for that day, as decreased and increased pursuant to Section 2.6 and Schedule BC. If and when some or all of the Buyers then party to this Agreement agree in writing to increase their Committed Sums — or if a new Person joins this Agreement as a Buyer in accordance with Section 2.6, or if there is both such an increase and such a joinder — so that the aggregate amount of Committed Sums exceeds the Maximum Aggregate Commitment then in effect, Schedule BC shall be deemed automatically amended and restated to reflect the new Maximum Aggregate Commitment (as an amount equal to the new aggregate amount of Committed Sums) and the Agent shall deliver same to the Seller and the Buyers. “MBS” means a mortgage pass-through security, collateralized mortgage obligation, REMIC or other security that (a) is based on and backed by an underlying pool of Mortgage Loans and (b) provides for payment by its issuer to its holder of specified principal installments and/or a fixed or floating rate of interest on the unpaid balance and for all prepayments to be passed through to the holder, whether issued in certificated or book-entry form and whether or not issued, guaranteed, insured or bonded by Xxxxxx Xxx, Xxxxxx Xxx, Freddie Mac, an insurance company, a private issuer or any other investor. “MERS” means Mortgage Electronic Registration Systems, Inc., a Delaware corporation, or its successors or assigns. “MERS Agreements” means the documents, instruments and agreements referred to as the “Governing Documents” in the MERS Procedures Manual, including, without limitation, the MERS Procedures Manual, the MERS System Rules of Membership, a MERS member’s membership application and any other legal services agreement a MERS member elects to execute that collectively govern the relationship between such MERS member and MERS with respect to the MERS System. “MERS Designated Mortgage Loan” means a Purchased Loan registered to the Seller on the MERS System. “MERS eDelivery” means the transmission system operated by the Electronic Agent that is used to deliver eNotes, other Electronic Records and data from one MERS eRegistry member to another using a system-to-system interface and conforming to the standards of the MERS eRegistry. “MERS eRegistry” means the electronic registry operated by the Electronic Agent that acts as the legal system of record that identifies the Controller, Delegatee, Location, Master Servicer and Subservicer of the Authoritative Copy of registered eNotes.
![slide31](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha031.jpg)
MASTER REPURCHASE AGREEMENT – Page 22 13312-786/M/I Financial Warehouse Facility “MERS Org ID” means a number assigned by the Electronic Agent that uniquely identifies MERS members. “MERS Procedures Manual” means the MERS Procedures Manual, as it may be amended from time to time. “MERS System” means the mortgage electronic registry system operated by the Electronic Agent that tracks changes in Mortgage ownership, mortgage servicers and servicing rights ownership. “Mortgage” means a mortgage, deed of trust, deed to secure debt, security deed or other mortgage instrument or similar evidence of lien legally effective in the U.S. jurisdiction where the relevant real property is located to create and constitute a valid and enforceable first priority Lien or, in the case of a Second Mortgage Loan, second priority Lien, in each case subject only to Permitted Encumbrances, on the fee simple estate in improved real property. “Mortgage Assignment” means an assignment of a Mortgage, in form sufficient under the Legal Requirements of the U.S. jurisdiction where the real property covered by such Mortgage is located to give record notice of the assignment of such Mortgage, perfect the assignment and establish its priority relative to other transactions in respect of the Mortgage assigned (no Mortgage Assignment is required for any Mortgage that has been originated in the name of MERS and registered under the MERS System). “Mortgage Finance Online” means and refers to the Custodian’s web-based electronic data transmission software, access to which is provided to the Seller hereunder for the purpose of Transaction booking and Purchased Loan information management and reporting. “Mortgage Loan” means a one-to-four family, residential real estate loan (including an eMortgage Loan) evidenced by a Mortgage Note (including, with respect to any eMortgage Loan, the related eNote) and secured by a Mortgage encumbering a fee simple interest in real property, together with all improvements thereon, located in the United States; including without limitation, the Mortgage Note evidencing the indebtedness of Customer(s) thereon, whether on paper or electronically created, the Mortgage securing, guaranteeing or otherwise relating thereto, all rights to payment thereunder, all rights in the real property, improvements and other tangible and intangible property and rights securing payment of the indebtedness of the Customer(s) thereon, or that are the subject of such Mortgage Loan, all rights under Loan Documents, Loan Files, and other documents related thereto, such as guaranties and insurance policies (issued by governmental agencies or otherwise), including, without limitation, mortgage and title insurance policies, binders and commitments, fire and extended coverage insurance policies (including the right to any return premiums) and, if applicable, flood and earthquake insurance policies, participation certificates or agreements, FHA insurance and VA guaranties, all rights in cash deposits consisting of impounds, insurance premiums or other funds held on account thereof; provided that in no event shall a Mortgage Loan include a loan with respect to a cooperative housing apartment or unit, any Servicing Rights related to such loan, or any other rights, interests, benefits, security, proceeds, remedies and claims (including, without limitation, REO) in favor or for the benefit of the lender or mortgagee arising out of or in connection with such loan.
![slide32](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha032.jpg)
MASTER REPURCHASE AGREEMENT – Page 23 13312-786/M/I Financial Warehouse Facility “Mortgage Note” means a note, bond or other evidence of indebtedness (including, with respect to any eMortgage Loan, the related eNote) evidencing a Mortgage Loan and secured by a Mortgage, including, but not limited to, a note, bond or other evidence of indebtedness which is electronically created. “Mortgaged Premises” means the Property securing a Mortgage Loan. “Multiemployer Plan” means any “multiemployer plan,” as defined in Section 4001(a)(3) of ERISA, which is maintained for employees of the Seller or any of the Seller’s Subsidiaries. “Net Income” means for any period, the pre-tax net income (or loss) of the Seller, determined in accordance with the Approved Accounting Method; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it is merged into or consolidated with the Seller, (b) the income (or deficit) of any Person in which any Person (other than the Seller) has a joint interest, except to the extent that any such income is actually received by the Seller from such Person in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation or by law applicable to such Subsidiary. “Non-Chase Jumbo Mortgage Loan” means a Jumbo Mortgage Loan that is subject to an Investor Commitment issued by an Approved Investor other than CL. “Non-excluded Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payments made by or on account of any obligation of the Seller under or in respect of this Agreement or any other Transaction Documents and (b) to the extent not otherwise described in clause (a), Other Taxes. “Nonfunding Buyer” is defined in Section 2.1. “Non-QM Mortgage Loan” means a Mortgage Loan that is not a qualified mortgage under 12 CFR 1026.43(e). “Obligations” means all of the Seller’s present and future obligations, liabilities and indebtedness under this Agreement or any of the other Transaction Documents, or in respect of any Products, or any Hedge Agreement entered into with the Agent or any Buyer, whether for Repurchase Price, Price Differential, Margin Call, premium, fees, costs, attorneys’ fees or other obligation or liability, and whether absolute or contingent, and all renewals, extensions, modifications and increases of any of them. Notwithstanding the foregoing, the term “Obligations” shall not be deemed to include any Excluded Swap Obligation. “Officer’s Certificate” means a certificate executed on behalf of the Seller or another relevant Person by a Responsible Officer. “Open Transaction” means a Transaction in which the Buyers or the Swing Line Buyer have purchased and paid for the related Purchased Loans but the Seller has not repurchased all of them, such that the remaining Purchased Loans not repurchased by the Seller of the subject Transaction would be an Open Transaction.
![slide33](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha033.jpg)
MASTER REPURCHASE AGREEMENT – Page 24 13312-786/M/I Financial Warehouse Facility “Operating Account” means the Seller’s non-interest-bearing demand deposit account maintained with Agent and described on Schedule 1.2, from which the Agent is authorized pursuant to Section 3.5 to withdraw funds on any day in an amount equal to the aggregate Repurchase Prices of all Purchased Loans that are Past Due on that day. “Organizational Documents” means as to any Person other than a natural Person, its articles or certificate of incorporation, organization, limited partnership or other document filed with a Governmental Authority evidencing the organization of such entity and any bylaws, operating agreement or other governance document governing the rights of the holders of the ownership interests in such Person. “Other Connection Taxes” shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Transaction Document, or sold or assigned an interest in any Purchased Loans or Transaction Document). “Other Taxes” is defined in Section 7.2. “Outstanding Principal Balance” means, with respect to any Mortgage Loan as of any date of determination, the then unpaid outstanding principal balance of such Mortgage Loan. “Paper Record” means with respect to a Mortgage Loan, the related Mortgage Note and all other documents comprising the Loan Documents that are in paper format, either as a copy or an original document, and are not held electronically or as an Electronic Record. “Parent” means M/I Homes, Inc., an Ohio corporation, together with its successors and permitted assigns. “Past Due” means that the Seller has not repurchased the subject Purchased Loan on or before its Repurchase Date. “Permitted Encumbrances” means (a) in respect of the Mortgaged Premises securing a Purchased Loan, (i) tax Liens for real property taxes and government-improvement assessments that are not delinquent; (ii) easements and restrictions that do not materially and adversely affect the title to, marketability of or value of such Mortgaged Premises or prohibit or interfere with the use of such Mortgaged Premises as a one-to-four family residential dwelling; (iii) reservations as to oil, gas or mineral rights, provided such rights do not include the right to remove buildings or other material improvements on or near the surface of such Mortgaged Premises or to mine or drill on the surface thereof or otherwise enter the surface for purposes of mining, drilling or exploring for, or producing, transporting or otherwise handling oil, gas or other minerals of any kind; (iv) agreements for the installation, maintenance or repair of public utilities, provided such agreements do not create or evidence Liens on such Mortgaged Premises or authorize or permit any Person to file or acquire claims of Liens against such Mortgaged Premises; and (v) such other exceptions (if any) as are acceptable under relevant Agency guidelines; provided that any encumbrance that is not permitted pursuant to the standards of any relevant Investor Commitment
![slide34](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha034.jpg)
MASTER REPURCHASE AGREEMENT – Page 25 13312-786/M/I Financial Warehouse Facility by which the subject Purchased Loan is covered shall not be a Permitted Encumbrance; and (b) in respect of the Seller, Liens set forth on Schedule 15.2(n). “Person” means and includes natural persons, corporations, limited liability companies, limited partnerships, registered limited liability partnerships, general partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and governments and agencies and political subdivisions of them. “Plan” means an employee pension benefit plan of a type described in Section 3(2) of ERISA and that is subject to Title IV of ERISA in respect of which the Seller is an “employer” as defined in Section 3(5) of ERISA. “Plan Party” is defined in Section 32.1. “Price Differential” means, with respect to any Transaction hereunder for any day, the aggregate amount obtained by multiplication of the Pricing Rate for each day by the Purchase Price for such Transaction, based on a three hundred sixty (360) day per year basis for the actual number of days during the period commencing on (and including) the Purchase Date for such Transaction and ending on (but excluding) the Determination Date, reduced by any such amount previously paid by the Seller to the Agent (for Pro Rata distribution to the Buyers) with respect to such Transaction. “Pricing Rate” is defined in the Side Letter. “Primary Loan Documents” means all of the Loan Documents that must be delivered to the Custodian (in the case of Dry Loans, prior to the related Purchase Date and, in the case of Wet Loans, on or before the seventh (7th) Business Day after the related Purchase Date), in order for any particular Purchased Loan to continue to have Market Value. Schedule PLD lists the Primary Loan Documents. “Prime Rate” means the per annum interest rate established by the Agent as its prime rate for its borrowers, as such rate may vary from time to time, which rate is not necessarily the lowest rate on loans made by the Agent at any such time. “Prime Referenced Rate” means the per annum rate of interest which is equal to (a) the Applicable Margin, plus (b) the greater of (i) the Prime Rate, or (ii) the Federal Funds Effective Rate plus one percent (1%), but in no event and at no time shall the amount under this clause (b) be less than two and one-half percent (2.50%) per annum. “Prime Referenced Rate Transaction” means any Transaction which bears Price Differential at the Prime Referenced Rate. “Principal Balance” means, for any day, the advanced and unpaid principal balance of a Purchased Loan on that day. “Privacy Requirements” means (a) Title V of the Xxxxx-Xxxxx-Xxxxxx Act, 15 U.S.C. 6801 et seq., (b) federal regulations implementing such act codified at 12 CFR Parts 40, 216, 332
![slide35](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha035.jpg)
MASTER REPURCHASE AGREEMENT – Page 26 13312-786/M/I Financial Warehouse Facility and 573, (c) the Interagency Guidelines Establishing Standards For Safeguarding Customer Information and codified at 12 CFR Parts 30, 208, 211, 225, 263, 308, 364, 568 and 570 and (d) any other applicable federal, state and local laws, rules, regulations and orders relating to the privacy and security of Seller’s Customer Information, as such statutes, regulations, guidelines, laws, rules and orders may be amended from time to time. “Pro Rata” means in accordance with the Buyers’ respective ownership interests in the Purchased Loans. On any day, the Buyers will each own an undivided fractional ownership interest in and to each Purchased Loan: (a) if the Commitments of the Buyers are outstanding on that day, (i) whose numerator is that Buyer’s Committed Sum for that day and (ii) whose denominator is the Maximum Aggregate Commitment for that day; or (b) if the Commitments have expired or have been terminated and have not been reinstated, (i) whose numerator is the aggregate sum of the portions of the Purchase Prices paid by that Buyer in all Regular Transactions outstanding on that day plus such Buyer’s Funding Share of the Purchase Prices paid by the Swing Line Buyer in all Swing Line Transactions outstanding on that date and (ii) whose denominator is the aggregate sum of the Purchase Prices paid by all Buyers in all such Transactions (including all Swing Line Transactions) outstanding on the day; subject to adjustment pursuant to Section 3.10. “Products” means any one or more of the following types of services or facilities extended to the Seller by the Agent or any Buyer or any Affiliate of any Buyer: (i) credit cards, (ii) credit card processing services, (iii) debit cards, (iv) purchase cards, (v) Automated Clearing House (ACH) transactions, (vi) cash management, including controlled disbursement services, and (vii) establishing and maintaining deposit accounts other than the accounts specifically described in this Agreement. “Prohibited Transaction” is defined in Section 32.1. “Property” means any interest of a Person in any kind of property, whether real, personal or mixed, tangible or intangible, including the Mortgage Loans. “Purchase Date” means, for any Transaction, the date on which the Seller is to convey the subject Purchased Loans to the Buyers. In the case of any Aged Mortgage Loan, the Purchase Date shall be the Purchase Date for the underlying Mortgage Loan (excluding Jumbo Mortgage Loans) prior to such Mortgage Loan’s inclusion in the Aged Mortgage Loan Sublimit. “Purchase Price” is defined in the Side Letter. “Purchase Price Decrease” means a reduction in the outstanding Purchase Price for Purchased Loans without a termination of a Transaction or portion thereof as described in Section 3.3(d).
![slide36](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha036.jpg)
MASTER REPURCHASE AGREEMENT – Page 27 13312-786/M/I Financial Warehouse Facility “Purchased Loans” means the Eligible Loans sold by the Seller to the Buyers or the Swing Line Buyer in Transactions, and any Eligible Loans substituted therefor in accordance with Section 11. The term “Purchased Loans” with respect to any Transaction at any time shall also include Additional Purchased Loans delivered pursuant to Section 3.8 and Section 6.1. “Purchased Loans Support” means all property (real or personal) assigned, hypothecated or securing any Purchased Loans, or otherwise pertaining to any Purchased Loans, including without limitation: (1) all Loan Documents, whether now owned or hereafter acquired, related to, and all private mortgage insurance on, any Purchased Loans, and all renewals, extensions, modifications and replacements of any of them; (2) all rights, liens, security interests, guarantees, insurance agreements and assignments accruing or to accrue to the benefit of the Seller in respect of any Purchased Loan; (3) all of the Seller’s rights (including but not limited to rights to payment), powers, privileges, benefits and remedies under each and every paper now or hereafter securing, insuring, guaranteeing or otherwise relating to or delivered in connection with any Purchased Loan, including all Loan Documents and Loan Files; (4) all of the Seller’s rights, to the extent assignable, in, to and under all Investor Commitments and any and all other commitments issued by (i) Xxxxxx Xxx, Xxxxxx Xxx, Freddie Mac, another mortgage company or any other investor or any Buyer or securities issuer to guarantee, purchase or invest in any of the Purchased Loans or any MBS based on or backed by any of them or (ii) any broker or investor to purchase any MBS, whether evidenced by book entry or certificate, representing or secured by any interest in any of the Purchased Loans, together with the proceeds arising from or pursuant to any and all such commitments; and all rights to deliver Purchased Loans to investors or purchasers, and all rights to proceeds resulting from the disposition of such Purchased Loans; (5) all rights under every Hazard Insurance Policy relating to real estate securing a Purchased Loan for the benefit of the creditor of such Purchased Loan, the proceeds of all errors and omissions insurance policies and all rights under any blanket hazard insurance policies to the extent they relate to any Purchased Loan or its security and all hazard insurance or condemnation proceeds paid or payable with respect to any of the Purchased Loans and/or any of the property securing payment of any of the Purchased Loans or covered by any related instrument; (6) all present and future claims and rights of the Seller to have, demand, receive, recover, obtain and retain payments from, and all proceeds of any nature paid or payable by, any governmental, quasi-governmental or private mortgage guarantor or insurer (including VA, FHA or any other Person) with respect to any of the Purchased Loans; (7) all tax, insurance, maintenance fee and other escrow deposits or payments made by the Customers under such Purchased Loans (Agent and the Buyers acknowledge
![slide37](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha037.jpg)
MASTER REPURCHASE AGREEMENT – Page 28 13312-786/M/I Financial Warehouse Facility that the Seller’s rights in such deposits are limited to the rights of an escrow agent and such other rights, if any, in and to such deposits as are accorded by the Purchased Loans and related papers); and (8) all monies, accounts, deposit accounts, payment intangibles and general intangibles, however designated or maintained, constituting or representing so-called “completion escrow” funds or “holdbacks,” and being Purchased Loans’ proceeds recorded as disbursed but that have not been paid over to the seller of the subject Mortgaged Premises (the purchase of which is financed by such Purchased Loan), but that are instead being held by the Seller or by a third party escrow agent pending completion of specified improvements or landscaping requirements for such Mortgaged Premises. “Qualified Subordinated Debt” means unsecured Debt of the Seller to any Person (excluding unsecured Debt owed to Parent) as to which (a) the papers evidencing, securing, governing or otherwise related to such Debt are reasonably satisfactory in form and substance to the Agent and the Required Buyers and (b) that is subordinated to the Obligations pursuant to a currently effective and irrevocable Subordination Agreement, including standstill and blockage provisions, reasonably approved by the Agent and the Required Buyers. “Recipient” means (a) the Agent, and (b) any Buyer. “Register” is defined in Section 22.17(d). “Regular Transaction” means a Transaction funded by all Buyers, rather than by Swing Line Buyer under the Swing Line. “Regulation T” means Regulation T promulgated by the Board of Governors of the Federal Reserve System, 12 C.F.R. Part 220, or any other regulation when promulgated to replace the prior Regulation T and having substantially the same function. “Regulation U” means Regulation U promulgated by the Board of Governors of the Federal Reserve System, 12 C.F.R. Part 221, or any other regulation when promulgated to replace the prior Regulation U and having substantially the same function. “Regulation X” means Regulation X promulgated by the Board of Governors of the Federal Reserve System, 12 C.F.R. Part 224, or any other regulation when promulgated to replace the prior Regulation X and having substantially the same function. “Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto. “Remittance Date” means the fifteenth (15th) day of each month, or if such day is not a Business Day, the next succeeding Business Day. “REO” means real property improved by a one-through four-family residence owned following judicial or nonjudicial foreclosure (or conveyance by deed in lieu of foreclosure) of a Mortgage securing a Single-family Loan.
![slide38](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha038.jpg)
MASTER REPURCHASE AGREEMENT – Page 29 13312-786/M/I Financial Warehouse Facility “Repurchase Date” means the date on which the Seller is to repurchase Purchased Loans from the Buyers, being the earlier of (a) the date when the Approved Investor is to purchase such Purchased Loans and (b) any date determined by application of the provisions of Section 3.3 or 18. “Repurchase Price” means the price at which Purchased Loans are to be resold by the Buyers to the Seller upon termination of a Transaction (including Transactions terminable upon demand), which will be determined in each case as the sum of (a) the Purchase Price and (b) the Price Differential, in each case, as of the date of such determination. “Repurchase Settlement Account” means the Seller’s non-interest bearing demand deposit account to be maintained with JPMorgan Chase and described on Schedule 1.2, to be used for (a) Repurchase Price payments on Purchased Loans as provided in Section 3.4; (b) payments required to be made by Seller to Agent under Section 3.5 or otherwise required to be paid to the Repurchase Settlement Account under Section 24.4; (c) payments from Approved Investors for Purchased Loans for the Seller’s account; (d) intentionally omitted; (e) intentionally omitted; and (f) disbursements or other disposition of funds in the Repurchase Settlement Account as provided in Section 3.7. The Repurchase Settlement Account shall be a blocked account from which the Seller shall have no right to directly withdraw funds, but instead such funds may be withdrawn or paid out only against the order of an authorized officer of the Agent (acting with the requisite consent of the Buyers as provided herein). “Repurchase Settlement Account Disbursement Request” means a certification and request of a Responsible Officer of Seller in the form of Exhibit G. “Request/Confirmation” means letters substantially in the form of Exhibit A, delivered pursuant to Section 3.1 and their related Advance Files. “Required Amount” is defined in Section 9.4. “Required Buyers” means, for any day, Buyers (a) whose Commitments comprise at least fifty-one percent (51%) of the Maximum Aggregate Commitment under this Agreement, or (b) who own at least fifty-one percent (51%) of the Purchased Loans owned by the Buyers on that day if on or before that day the Commitments have expired or have been terminated and have not been reinstated; provided however, that “Required Buyers” shall include at least two (2) Buyers unless all Buyers other than the consenting Buyer are Defaulting Buyers. The Commitments of, and portion of the Obligations attributable to, any Defaulting Buyer shall be excluded for purposes of making a determination of “Required Buyers”; provided that the amount of any participation in any Swing Line Transaction that a Defaulting Buyer has failed to fund that has not been reallocated to and funded by another Buyer shall be deemed to be held by the Buyer that is the Swing Line Buyer in making a determination under this definition. “Responsible Officer” means with respect to any Person, the chief executive officer, chief financial officer, treasurer, president or controller of such Person, or with respect to compliance with financial covenants, the chief financial officer or treasurer of such Person, or any other officer of such Person having substantially the same authority and responsibility. “Review Procedures” means the procedures set forth on Schedule RP.
![slide39](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha039.jpg)
MASTER REPURCHASE AGREEMENT – Page 30 13312-786/M/I Financial Warehouse Facility “RHS” means the Rural Housing Service of the Rural Development Agency of the United States Department of Agriculture or any successor. “RHS Loan Sublimit” is defined in the table set forth in Section 4.2(d). “RHS Mortgage Loan” means a Mortgage Loan that conforms to all RHS guidelines and is guaranteed by RHS (as evidenced by the Custodian’s receipt of a complete and executed Conditional Commitment for Single Family Housing Loan Guarantee (Form RD 1980-18)) and whose Customer(s) have a FICO score of 620 or higher. The term “RHS Mortgage Loan” does not include Agency Mortgage Loans, Government Mortgage Loans, Jumbo Mortgage Loans or State Bond Mortgage Loans. “Second Mortgage Loan” means a second Lien Mortgage Loan, including a home equity line of credit. “Secondary Loan Documents” means the Loan Documents for a particular Mortgage Loan other than its Primary Loan Documents. “Seller’s Customer” means any natural person who has applied to the Seller for a financial product or service, has obtained any financial product or service from the Seller or has a Mortgage Loan that is serviced or subserviced by the Seller. “Seller’s Customer Information” means any information or records in any form (written, electronic or otherwise) containing a Seller’s Customer’s personal information or identity, including such Seller’s Customer’s name, address, telephone number, loan number, loan payment history, delinquency status, insurance carrier or payment information, tax amount or payment information and the fact that such Seller’s Customer has a relationship with the Seller. “Servicer” means, initially the Seller, and upon termination of the Seller’s right to service the Purchased Loans pursuant to the provisions of Section 19.7, the Backup Servicer or such other Person (including the Agent) as the Agent may appoint as Servicer. “Servicing Agent” means, with respect to an eNote, the party designated in the MERS eRegistry as the “Servicing Agent” (if any), and in such capacity is authorized by the Controller to perform certain MERS eRegistry transactions on behalf of the Controller. “Servicing Agreement” means, with respect to any Person, the arrangement, whether or not in writing, pursuant to which that Person acts as servicer of Mortgage Loans, whether owned by that Person or by others. “Servicing Functions” means, with respect to the servicing of Mortgage Loans, the collection of payments for the reduction of principal and application of interest, collection of amounts held or to be held in escrow for payment of taxes, insurance and other escrow items and payment of such taxes and insurance from amounts so collected, foreclosure services, and all other actions required to conform with Accepted Servicing Practices. “Servicing Records” is defined in Section 19.5.
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MASTER REPURCHASE AGREEMENT – Page 31 13312-786/M/I Financial Warehouse Facility “Servicing Rights” means the rights and obligations to administer and service a Mortgage Loan, including, without limitation, the rights and obligations to: ensure the taxes and insurance are paid, provide foreclosure services, provide full escrow administration and perform any other obligations required by any owner of a Mortgage Loan, collect the payments for the reduction of principal and application of interest, and manage and remit collected payments. “Side Letter” means that certain Side Letter dated as of October 24, 2023, from the Agent and the Buyers to the Seller. “Single-family Loan” means a Mortgage Loan that is secured by a Mortgage covering real property improved by a one-, two-, three- or four-family residence. “SIPA” means the Securities Investors Protection Act of 1970, 15 U.S.C. § 78a et seq., as amended. “SOFR” means a rate per annum equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). “SOFR Adjustment” means ten basis points (0.10%) per annum. “Solvent” means, for any Person, that (a) the fair market value of its assets exceeds its liabilities, (b) it has sufficient cash flow to enable it to pay its debts as they mature, and (c) it does not have unreasonably small capital to conduct its business. “State Bond Loan Sublimit” is defined in the table set forth in Section 4.2(d). “State Bond Mortgage Loan” means a Mortgage Loan that is originated under a U.S. State or local government housing authority mortgage program and satisfies the eligibility criteria set forth by such housing authority for such mortgage program. The term “State Bond Mortgage Loan” does not include Agency Mortgage Loans, Government Mortgage Loans, Jumbo Mortgage Loans or RHS Mortgage Loans. “Statement Date” means December 31, 2022. “Statement Date Financial Statements” is defined in Section 15.2(f). “Sublimit” means one or more (as the context requires) of the sublimits described in Section 4.2. “Subordination Agreement” means a written subordination agreement in form and substance reasonably satisfactory to and approved by the Agent that subordinates (a) all present and future debts and obligations owing by the Seller to the Person signing such subordination agreement to (b) the Obligations, in both right of payment and lien priority, including standstill and blockage provisions approved by the Agent and Required Buyers.
![slide41](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha041.jpg)
MASTER REPURCHASE AGREEMENT – Page 32 13312-786/M/I Financial Warehouse Facility “Subservicer” means any entity permitted by the Agent to act as a subservicer of the Servicer (which permission shall not be unreasonably withheld) who shall perform Servicing Functions under a Subservicer Instruction Letter. “Subservicer Field” means, with respect to an eNote, the field entitled, “Subservicer” in the MERS eRegistry. “Subservicer Instruction Letter” means an instruction letter to a Subservicer in form and substance reasonably agreed to by the Seller and the Agent. “Subsidiary” means any corporation, association or other business entity (including a trust) in which any Person (directly or through one or more other Subsidiaries or other types of intermediaries), owns or controls: (a) more than fifty percent (50%) of the total voting power or shares of stock entitled to vote in the election of its directors, managers or trustees; or (b) more than ninety percent (90%) of the total assets and more than ninety percent (90%) of the total equity through the ownership of capital stock (which may be non-voting) or a similar device or indicia of equity ownership. “Swing Line” means the short-term revolving discretionary Mortgage Loans purchase facility provided for in Section 2.4 under which Swing Line Buyer may, in its sole discretion, fund (as “Swing Line Purchases”) purchases of Eligible Loans to bridge the Seller’s daily Transactions. “Swing Line Buyer” means JPMorgan Chase in its role as Buyer for Swing Line Transactions. “Swing Line Limit” means One Hundred Million Dollars ($100,000,000). “Swing Line Refunding Due Date” for each Transaction funded under the Swing Line means the Business Day on which the Swing Line Buyer shall elect to have such Swing Line Transaction funded by the Buyers pursuant to Section 2.5, or on the next Business Day thereafter if the Buyers are notified of such request after 3:00 p.m. (Houston, Texas time) on such Business Day, provided that the Swing Line Refunding Due Date shall occur not less frequently than once per week. “Swing Line Transaction” means a Transaction funded by the Swing Line Buyer under the Swing Line. “Tangible Net Worth” means, with respect to any Person on any day, the sum of total shareholders’ or members’ equity in such Person (including capital stock or member interests, additional paid-in capital and retained earnings, but excluding treasury stock, if any), each as determined in accordance with the Approved Accounting Method on a consolidated basis; provided that, for purposes of this definition, there shall be excluded from assets the following: (a) the aggregate book value of all intangible assets of such Person (as determined in accordance with the Approved Accounting Method), including goodwill, trademarks, trade names, service marks, copyrights, patents, licenses and franchises, (b) capitalized servicing rights and excess
![slide42](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha042.jpg)
MASTER REPURCHASE AGREEMENT – Page 33 13312-786/M/I Financial Warehouse Facility capitalized servicing rights, each to be determined in accordance with the Approved Accounting Method; (c) advances or loans to shareholders or Affiliates and advances or loans to employees (unless such advances are against future commissions), and (d) unconsolidated investments in Affiliates. “Taxes” is defined in Section 7.1. “Term SOFR Administrator” means the CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Screen Rate selected by the Agent in its reasonable discretion). “Term SOFR Administrator’s Website” means the website of the Term SOFR Administrator, currently at xxxxx://xxx.xxxxxxxx.xxx/xxxxxx-xxxx/xxx-xxxxx-xxxxxxxxx- administration/term-sofr.html, or any successor source for the secured overnight financing rate identified as such by the Term SOFR Administrator from time to time. “Term SOFR Screen Rate” means the CME Term SOFR Reference Rates, as administered by the Term SOFR Administrator and published on the applicable screen page (or such other commercially available source providing such rate or quotations as may be designated by Agent from time to time) on the Term SOFR Administrator’s Website. “Termination Date” means the earlier to occur of (a) October 22, 2024 or (b) the date when the Buyers’ Commitments are terminated pursuant to this Agreement, by order of any Governmental Authority or by operation of law. “Third Party Originator” means any Person other than an employee of the Seller who solicits, procures, packages, processes or performs any other origination function with respect to a Mortgage Loan. “TPO Loan” means a Mortgage Loan that has been solicited, procured, packaged, processed or otherwise originated by a Third Party Originator. “Transaction” is defined in Section 1.1. “Transaction Documents” means and includes this Agreement (and all exhibits and schedules attached hereto), the Side Letter, the Fee Letter, the Electronic Tracking Agreement, any Subordination Agreement(s), any Subservicer Instruction Letters, each Request/Confirmation, any financing statements or other papers now or hereafter authorized, executed or issued pursuant to this Agreement, the Approved Investor Agreements, Investor Commitments, Hedge Agreements and all other documents, instruments and agreements at any time evidencing, governing, securing or otherwise relating to any of the Obligations, and any renewal, extension, rearrangement, increase, supplement, modification or restatement of any of them. “Transfer of Control” means, with respect to an eNote, a MERS eRegistry transfer transaction used to request a change to the current Controller of such eNote. “Transfer of Control and Location” means, with respect to an eNote, a MERS eRegistry transfer transaction used to request a change to the current Controller and Location of such eNote.
![slide43](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha043.jpg)
MASTER REPURCHASE AGREEMENT – Page 34 13312-786/M/I Financial Warehouse Facility “Transferable Record” means a “transferable record” as defined in Section 16 of UETA or Section 201 of E-SIGN, as applicable that (i) would be a “note” under Article 3 of the UCC if the transferable record were in writing, (ii) the issuer of the electronic record has expressly agreed is a “transferable record”, (iii) bears an “electronic signature” as such term is given meaning under E-SIGN and UETA, and (iv) for purposes of E-SIGN relates to a loan secured by real property. “UCC” means the Uniform Commercial Code or similar laws of the applicable jurisdiction, as amended from time to time. “UETA” means the Official Text of the Uniform Electronic Transactions Act as approved by the National Conference of Commissioners on Uniform State Laws at its Annual Conference on July 29, 1999, in the form adopted in the state where the applicable mortgaged property is located, as it may be supplemented, amended or replaced from time to time. “Unfunded Purchase Price” means, as of any date of determination, the amount by which the aggregate Purchase Price of all Purchased Loans exceeds the aggregate Repurchase Price of all Purchased Loans. “U.S. Person” means any Person that is a “United States person” within the meaning of Section 7701 of the Internal Revenue Code. “U.S. Tax Compliance Certificate” is defined in Section 7.5(b)(iii). “VA” means the Department of Veterans Affairs and any successor. “Wet-Ink Mortgage Loan” means a Mortgage Loan which is not an eMortgage Loan. “Wet Loan” means a Purchased Loan originated and owned by the Seller immediately prior to being purchased by the Buyers: (a) that has been closed on or prior to the Business Day on which the Purchase Price is paid therefor, by a title agency or closing attorney, and that would qualify as an Eligible Loan except that some or all of its Primary Loan Documents are in transit to, but have not yet been received by the Custodian so as to satisfy all requirements to permit the Seller to sell it pursuant to this Agreement without restriction; (b) that will fully qualify as an Eligible Loan when the original Primary Loan Documents have been received by the Custodian; (c) as to which such full qualification can and will be achieved on or before the Wet Loan Period for such Purchased Loan; and (d) for which the Seller has delivered to the Custodian an Advance File on or before the Purchase Date, submission of which to the Custodian shall constitute the Seller’s certification to the Custodian, the Buyers and the Agent that a complete File as to such Purchased Loan, including the Primary Loan Documents, exists and that such File is in the possession of either the title agent or closing attorney that closed such Purchased Loan, the Seller or that such File has been or will be shipped to the Custodian.
![slide47](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha047.jpg)
MASTER REPURCHASE AGREEMENT – Page 38 13312-786/M/I Financial Warehouse Facility Funding Share of the Swing Line Transactions plus JPMorgan Chase’s Funding Share of all Open Transactions to exceed JPMorgan Chase’s Commitment; (iv) so long as, after giving effect to the proposed Swing Line Transaction, the Aggregate Outstanding Purchase Price would not exceed the Maximum Aggregate Commitment; (v) provided that a Request/Confirmation has been received by the Agent and the Swing Line Buyer by no later than 5:00 p.m. (Houston, Texas time) on the Business Day such Transaction is to be funded; and (vi) provided that the Seller is not aware of any reason why the requested Transaction cannot or will not be fully funded by the Buyers on the first Swing Line Refunding Due Date following the Business Day on which the Swing Line Transaction is to be funded. (b) All Swing Line Transactions shall have a Price Differential from the date funded until the date repaid and the Repurchase Price therefor shall be due and payable to Swing Line Buyer at the same rate(s) as would be applicable if such Swing Line Transactions had been funded as Regular Transactions by all Buyers, instead of having been funded by the Swing Line Buyer alone as Swing Line Transactions. (c) On each Swing Line Refunding Due Date, each Swing Line Transaction shall terminate and the Seller shall repurchase all Purchased Loans subject to such Swing Line Transaction to the extent such Transaction is not converted to a Regular Transaction pursuant to this Section 2.5. (d) The Swing Line Buyer may at any time in its sole discretion with respect to any outstanding Swing Line Transaction, require each Buyer (including the Swing Line Buyer) to fund such Swing Line Transaction, by delivering notice to each Buyer. Unless an Event of Default under Section 18.1(b) shall have occurred and be continuing on such Swing Line Refunding Due Date (in which event the procedures under clause (e) shall apply), no later than 3:00 p.m. (Houston, Texas time) on such Swing Line Refunding Due Date, each Buyer shall transfer its Funding Share in immediately available funds to the Agent, at the office of the Agent located at 000 Xxxx Xxxxxx, 0xx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000, which shall be paid by the Agent to the Swing Line Buyer for application against the Swing Line Transaction, whereupon the Swing Line Transaction shall be deemed a Regular Transaction. (e) If, on any Swing Line Refunding Due Date, an Event of Default under Section 18.1(b) shall have occurred and be continuing, each Buyer shall, no later than 3:00 p.m. (Houston, Texas time) on such Swing Line Refunding Due Date, purchase a participation in the Swing Line Transaction by immediately transferring to the Agent, for the benefit of the Swing Line Buyer, in immediately available funds, an amount equal to its Funding Share of the Purchase Price of such Swing Line Transaction, and upon its receipt thereof, the Agent shall deliver to such Buyer a certificate evidencing such participation.
![slide48](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha048.jpg)
MASTER REPURCHASE AGREEMENT – Page 39 13312-786/M/I Financial Warehouse Facility (f) Unless a Buyer shall have notified the Swing Line Buyer, prior to any Swing Line Transaction, that any applicable condition precedent set forth in Sections 14.1 or 14.2 had not then been satisfied, such Buyer’s obligation to convert the Swing Line Transaction to a Regular Transaction pursuant to clause (d) of this Section 2.5 or to purchase a participation in respect of such Swing Line Transaction pursuant to clause (e) of this Section 2.5 shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Buyer may have against the Agent, the Swing Line Buyer or any other Person, (ii) the occurrence or continuance of a Default or Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Seller, (iv) the expiration, cancellation or termination, with or without cause of some or all of such Buyers’ Commitments or if such Commitment has been waived, released or excused for any reason whatsoever or (v) any other circumstances, happening or event whatsoever. In the event that any Buyer fails to make payment to the Agent of any amount due under this Section 2.5, the Agent shall be entitled to receive, retain and apply against such obligation the Repurchase Prices (including Price Differential) otherwise payable to such Buyer hereunder until the Agent receives such payment from such Buyer or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Buyer fails to make payment to the Agent of any amount due under this Section 2.5, such Buyer shall be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Buyer, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Transaction in the amount of such Buyer’s Funding Share of that Transaction, and such interest and participation may be recovered from such Buyer together with interest thereon at the greater of the Federal Funds Effective Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation (plus any administrative, processing or similar fees assessed by Agent in connection with the foregoing) for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Termination Date, the Seller shall repurchase all Purchased Loans then subject to a Swing Line Transaction. (g) The Agent shall disburse to the Swing Line Buyer an amount equal to the sum of the Funding Shares funded by all of the other Buyers in respect of the refunding of any Swing Line Transaction; provided that if a Buyer other than the Swing Line Buyer advises the Agent by telephone and confirms the advice by email or fax that such Buyer has placed all of its Funding Share on the federal funds wire to the Agent, the Agent shall continue to keep the Swing Line Transaction outstanding to the extent of that Buyer’s Funding Share so wired until such Buyer’s Funding Share is received by the Agent, and the Agent shall then repay the Swing Line Buyer that still- outstanding portion of the Swing Line Transaction from such funds wired to and received by the Agent, and the Price Differential accrued at the Pricing Rate(s) applicable to the Transaction on that Funding Share for the period from (and including) the relevant Swing Line Refunding Due Date to (but excluding) the date such Buyer’s Funding Share is received by the Agent shall belong to the Swing Line Buyer. If any Buyer fails to fund its Funding Share to fund a Swing Line Transaction in accordance with clause (d) of this Section 2.5, or fails to fund its Funding Share to purchase a
![slide51](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha051.jpg)
MASTER REPURCHASE AGREEMENT – Page 42 13312-786/M/I Financial Warehouse Facility its Funding Share of any Transaction shall be deemed to be a Nonfunding Buyer and a Defaulting Buyer under the terms of this Agreement. 3.2. Request/Confirmation. Each Request/Confirmation shall identify the Agent and the Seller and set forth: (a) the Purchase Date applicable to the relevant Transaction; (b) for each of the Eligible Loans to be sold, the Purchase Price; and (c) such other information set forth on the form Request/Confirmation attached as Exhibit A hereto. Each Request/Confirmation shall be binding on the parties, unless written notice of objection is received by the Agent prior to the funding of any related Transaction by any Buyer. In the event of any conflict between the terms of a Request/Confirmation and this Agreement, this Agreement shall prevail. 3.3. Transaction Termination; Purchase Price Decrease. (a) Automatic Termination. Each Transaction, or applicable portion thereof, will automatically terminate on the earlier of (i) the date or dates when the subject Purchased Loans are purchased by Approved Investor(s) and (ii) the Termination Date. Upon any such automatic termination, the Seller shall repurchase all applicable Purchased Loans in accordance with Section 3.3(c). (b) Termination Upon Occurrence of Disqualifier. If any Disqualifier occurs in respect of a Purchased Loan, (i) the Buyers shall reconvey to the Seller or its designee the applicable Purchased Loan, servicing released, and (ii) if and only to the extent of any Margin Deficit that exists as determined in accordance with Section 6.1, the Seller shall immediately pay the Repurchase Price with respect to the applicable Purchased Loan (but only to the extent of the Margin Deficit) in immediately available funds to the account referred to in Section 3.4. (c) How Terminations will be Effected. Termination of a Transaction (or the applicable portion thereof) will be effected by (i) the Buyers’ reconveyance to the Seller or its designee of applicable Purchased Loans, servicing released, and payment of any Income in respect thereof received by the Agent and not previously either paid to the Seller or applied as a credit to the Seller’s Obligations, and (ii) payment to the Agent, for the benefit of the Buyers, of the Repurchase Price with respect to the applicable Purchased Loans in immediately available funds to the account referred to in Section 3.4 on the Repurchase Date, so that the Agent receives the Repurchase Price (for Pro Rata distribution to the Buyers) in immediately available funds on that same Business Day; provided that the portion of the Repurchase Price attributable to accrued and unpaid Price Differential for the repurchased Mortgage Loans shall be due on the next Price Differential payment date in accordance with Section 5.3; provided further that all accrued and unpaid Price Differential shall be due and payable on the Termination Date. Whenever under the Transaction Documents Buyers are required
![slide54](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha054.jpg)
MASTER REPURCHASE AGREEMENT – Page 45 13312-786/M/I Financial Warehouse Facility all Buyers or each affected Buyer that by its terms affects any Defaulting Buyer more adversely than the other affected Buyers shall require the consent of such Defaulting Buyer; (iii) If any Swing Line Transactions shall exist at the time a Buyer becomes a Defaulting Buyer, then the Seller shall within one Business Day following notice by the Agent repurchase the Purchased Loans subject to such Swing Line Transaction. (b) Notwithstanding any provision of this Agreement to the contrary, if the Defaulting Buyer is a Nonfunding Buyer, and the Agent or the other Buyer(s) (electively, in accordance with Section 2.1) fund or pay any other amounts required to be paid by it hereunder which the Nonfunding Buyer failed to fund or pay (the “Unfunded Amount”), then (i) the respective ownership interests of both (A) the Nonfunding Buyer and (B) Agent or the Buyer (or Buyers) that funded or paid the Unfunded Amount, shall be proportionately decreased and increased, respectively, to the same extent as if their respective Committed Sums were changed in direct proportion to the unreimbursed balance outstanding from time to time thereafter of the amount so funded or paid; (ii) the Nonfunding Buyer’s share of all subsequent distributions of Repurchase Prices and other realizations on the Purchased Loans received shall be paid to the Agent and/or other Buyer(s) that so funded the Unfunded Amount until the Agent and/or such other Buyer(s) have been fully repaid the amount so funded or paid; and (iii) such adjustment shall remain in effect until such time as the Agent and/or other Buyer(s) that funded or paid the Unfunded Amount have been so fully repaid. (c) If no other Buyer funds or pays any of the Unfunded Amount, then the Pro Rata ownership interests of the Buyers in the Purchased Loans shall be changed so that each Buyer’s Pro Rata ownership interest in the Purchased Loans is equal to the ratio of (i) the sum of the portions of the Purchase Prices paid by that Buyer in all Open Transactions on that day, together with all other unreimbursed amounts paid by that Buyer under this Agreement or the other Transaction Documents (including, without limitation, in respect of Swing Line Transactions and under Sections 22.10(d) hereof) as of such day to (ii) the total of the Purchase Prices paid by all Buyers in all Open Transactions on that day, together with all other unreimbursed amounts paid by all Buyers under this Agreement or the other Transaction Documents (including, without limitation, in respect of Swing Line Transactions and under Section 22.10(d) hereof) as of such day. The Nonfunding Buyer’s share of all subsequent distributions of any Repurchase Price, Margin Deficit payments and other realizations on the Purchased Loans received shall be paid to the other Buyers, pro rata among them in the ratio that the Pro Rata ownership interest in the Purchased Loans owned by each bears to the
![slide55](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha055.jpg)
MASTER REPURCHASE AGREEMENT – Page 46 13312-786/M/I Financial Warehouse Facility aggregate Pro Rata ownership interests in the Purchased Loans of all such other Buyers, and the Buyers’ respective Pro Rata ownership interests in the Purchased Loans shall be readjusted after each such payment, until their Pro Rata ownership interests are restored to what they were before any Nonfunding Buyer failed to fund or pay the Unfunded Amount. Notwithstanding any such changes in the Buyers’ Pro Rata ownership interests in any Purchased Loan due to Nonfunding Buyer’s failure to fund or pay an Unfunded Amount, such failure to fund shall not diminish any Buyer’s Funding Share(s) for subsequent Transactions. (d) Without limiting the foregoing, in the event that a Buyer becomes a Nonfunding Buyer, such Nonfunding Buyer shall have no right to receive any amounts owing to such Nonfunding Buyer under this Agreement or the other Transaction Documents until such Buyer ceases to be a Nonfunding Buyer, which shall occur: (i) in the event that the Agent or any other Buyer(s) fund or pay the Unfunded Amount (as described in Section 3.10(c)), at the time the Agent and/or such other Buyer(s) have been fully repaid the amount so funded or paid; and (ii) in the event that neither the Agent nor any other Buyer funds or pays any of the Unfunded Amount (as described in Section 3.10(c)), at the time the Buyers’ Pro Rata ownership interests are restored to what they were before such Nonfunding Buyer failed to fund or pay the Unfunded Amount. (e) For so long as such Buyer is a Nonfunding Buyer, all of the following shall apply: (i) The amounts owing by such Nonfunding Buyer under this Agreement and the other Transaction Documents shall be deducted from and set off against the amounts otherwise owing to such Nonfunding Buyer under this Agreement and the other Transaction Documents. (ii) Such Nonfunding Buyer shall immediately pay to the Agent all sums of any kind paid to or received by such Nonfunding Buyer from the Seller or otherwise with respect to a Transaction, whether pursuant to the terms of this Agreement or the other Transaction Documents or in connection with the realization of the security therefor. Notwithstanding the fact that such Nonfunding Buyer may temporarily hold such sums, such Nonfunding Buyer shall be deemed to hold the same as a trustee and for the benefit of the Agent, it being the express intention of the Buyers that the Agent shall distribute such sums in accordance with the terms of this Agreement. (f) Notwithstanding anything contained herein to the contrary, if a Buyer becomes a Defaulting Buyer hereunder, then, upon notice to such Buyer, until such Buyer ceases to be a Defaulting Buyer, the Agent shall have the right, in its sole and absolute discretion and at such time or times that the Agent shall determine, to apply amounts which otherwise would be owing to such Defaulting Buyer under this Agreement and the other Transaction Documents to a deposit account, to be held in such account and released as appropriate to satisfy such Defaulting Buyer’s potential
![slide57](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha057.jpg)
MASTER REPURCHASE AGREEMENT – Page 48 13312-786/M/I Financial Warehouse Facility (iii) For Purchased Loans which are Wet Loans, the lesser of (A) the aggregate Purchase Price of all such Wet Loans, or (B) the Wet Loan Sublimit, plus (iv) For Purchased Loans which are Jumbo Mortgage Loans (including those which are Non-Chase Jumbo Mortgage Loans), the lesser of (A) the aggregate Purchase Price of all such Jumbo Mortgage Loans, or (B) the Jumbo Loan Sublimit, plus (v) For Purchased Loans which are State Bond Mortgage Loans, the lesser of (A) the aggregate Purchase Price of all such State Bond Mortgage Loans, or (B) the State Bond Loan Sublimit, plus (vi) For Purchased Loans which are RHS Mortgage Loans, the lesser of (A) the aggregate Purchase Price of all such RHS Mortgage Loans, or (B) the RHS Loan Sublimit, plus (vii) For Purchased Loans which are Investment Property Mortgage Loans, the lesser of (A) the aggregate Purchase Price of all such Investment Property Mortgage Loans, or (B) the Investment Property Loan Sublimit, plus (viii) For Purchased Loans which are Aged Mortgage Loans, the lesser of (A) the aggregate Purchase Price of all such Aged Mortgage Loans, or (B) the Aged Mortgage Loan Sublimit, plus (ix) For Purchased Loans which are Low FICO Mortgage Loans, the lesser of (A) the aggregate Purchase Price of all such Low FICO Mortgage Loans, or (B) the Low FICO Loan Sublimit. 4.2. Transaction Sublimits. The following sublimits shall be applicable to the Transactions hereunder such that after giving effect to any proposed Transaction and after giving effect to any repurchase, addition or substitution of any Mortgage Loan hereunder, the following shall be true: (a) The Aggregate Outstanding Purchase Price of Agency Mortgage Loans may be as much as one hundred percent (100%) of the Maximum Aggregate Commitment (the “Agency Loan Sublimit”). (b) The Aggregate Outstanding Purchase Price of Government Mortgage Loans may be as much as one hundred percent (100%) of the Maximum Aggregate Commitment (the “Government Loan Sublimit”). (c) The Aggregate Outstanding Purchase Price of all Purchased Loans that are Wet Loans shall not exceed (x) seventy-five percent (75%) of the Maximum Aggregate Commitment on any of the first five (5) and last five (5) Business Days of any month, or (y) forty percent (40%) of the Maximum Aggregate Commitment on any other day (the “Wet Loans Sublimit”).
![slide60](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha060.jpg)
MASTER REPURCHASE AGREEMENT – Page 51 13312-786/M/I Financial Warehouse Facility of such additional Purchase Price as if the remission of such Margin Excess were the initiation of a Transaction hereunder. 6.2. Margin Call Deadline. If the Agent delivers a Margin Call to the Seller at or before 10:00 a.m. (Houston, Texas time) on any Business Day, then the Seller shall transfer cash and/or Additional Purchased Loans as provided in Section 6.1 by 5:00 p.m. (Houston, Texas time) on the same Business Day. If the Agent delivers a Margin Call to the Seller after 10:00 a.m. (Houston, Texas time) on any Business Day, then the Seller shall transfer cash and/or Additional Purchased Loans by no later than 9:30 a.m. (Houston, Texas time) on the next following Business Day. 6.3. Application of Cash. Any cash transferred to the Agent (for Pro Rata distribution to the Buyers) pursuant to this Section 6 shall be applied by the Buyers on receipt from the Agent which shall occur on the date received from the Seller or the next Business Day if received after 1:00 p.m. (Houston, Texas time). 6.4. Inability to Determine Rates. Subject to Section 6.5, below, if, on or prior to the first day of any applicable tenor for any Transaction, the Agent shall determine (which determination shall be conclusive and binding absent manifest error) or, in the case of clause (b) below, the Required Buyers shall determine (which determinations shall be conclusive and binding absent manifest error) and notify Agent, that: (a) the Benchmark (or any component thereof) cannot be determined pursuant to the definition thereof, or (b) the Benchmark for any applicable interest period or tenor (collectively, the “Affected Tenor”) does not adequately and fairly reflect the cost to such Buyers of funding or maintaining such Transaction, or (c) the making or funding of any Transaction that accrues Price Differential at or by reference to the Benchmark has become impracticable or not administratively feasible, the Agent will promptly so notify the Seller and each Buyer. Upon notice thereof by the Agent to the Seller, (i) any obligation of the Buyers to make or fund any Transactions that accrue Price Differential at or by reference to such Benchmark, and any right of the Seller to continue Transactions that accrue Price Differential at or by reference to such Benchmark, or to convert Prime Referenced Rate Transactions to Transactions that accrue Price Differential at or by reference to such Benchmark, shall be suspended (in each case, to the extent of the affected Transactions or Affected Tenors) until the Agent (with respect to clause (b) of this Section 6.4, at the instruction of the Required Buyers) revokes such notice, (ii) the Seller may revoke any pending request for a borrowing of, conversion to or continuation of any Transactions that accrue Price Differential at or by reference to such Benchmark or, failing that, the Seller will automatically be deemed to have converted any such request into a request for a borrowing of or conversion to Prime Referenced Rate Transactions in the amount specified therein and (iii) any outstanding affected Transactions will automatically be deemed to have been converted into Prime Referenced
![slide61](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha061.jpg)
MASTER REPURCHASE AGREEMENT – Page 52 13312-786/M/I Financial Warehouse Facility Rate Transactions. Upon any such conversion, the Seller shall also pay accrued Price Differential on the amount so converted. 6.5. SOFR Unavailability; Successor Rate Determination. (a) Notwithstanding anything to the contrary in this Agreement or any other Transaction Documents, but without limiting Section 6.4 above, if: (i) adequate and reasonable means do not exist for ascertaining the Daily Adjusting Term SOFR Rate (or any component thereof, and including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis), and such circumstances are unlikely to be temporary, as determined by the Agent (which determination shall be conclusive and binding absent manifest error), or Required Buyers pursuant to, in the case of the Required Buyers, delivery of notice to the Agent with a copy to the Seller that Required Buyers have so determined (which determination likewise shall be conclusive and binding absent manifest error); or (ii) the Term SOFR Administrator or a Governmental Authority having or purporting to have jurisdiction over the Agent or the Term SOFR Administrator with respect to its publication of the Term SOFR Screen Rate, in each case acting in such capacity, has made a public statement (A) identifying a specific date after which the Term SOFR Screen Rate shall or will no longer be representative or made available, or used or permitted to be used for determining the interest rate of Dollar-denominated syndicated loans, or shall or will otherwise cease, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Agent, that will continue to provide the Term SOFR Screen Rate (or any component thereof) after the latest date on which the Term SOFR Screen Rate (or any component thereof) is no longer representative or available permanently or indefinitely, or (B) that the Term SOFR Screen Rate (or any component thereof) fails to comply with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; then, on a date and time determined by the Agent (any such date, a “Replacement Date”), which date shall be on the relevant Price Differential payment date, as applicable, for Price Differential calculated and, solely with respect to clause (ii) above, no later than the latest date determined under clause (ii), the Daily Adjusting Term SOFR Rate will be replaced hereunder and under any Transaction Document with Daily Simple SOFR for any payment period for Price Differential calculated that can be determined by the Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document (such rate, and any subsequent successor rate so determined, the “Successor Rate”), in which event, all Price Differential payments will be payable on a monthly basis. (b) Notwithstanding anything to the contrary herein, (i) if the Agent determines that the Successor Rate is not available on or prior to the Replacement Date or (ii) if events or circumstances comparable to those described in Section 6.5(a)(i) or
![slide62](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha062.jpg)
MASTER REPURCHASE AGREEMENT – Page 53 13312-786/M/I Financial Warehouse Facility Section 6.5(a)(ii) have occurred with respect to the Successor Rate, then in each case, the Agent and the Seller may amend this Agreement solely for purpose of replacing the Daily Adjusting Term SOFR Rate or the Successor Rate in accordance with this Section 6.5 at the end of any relevant Price Differential payment date or payment period for Price Differential calculated, as applicable, with another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmark rate and, in each case, including any mathematical or other adjustments to such benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such benchmark rate, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Agent from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a “Successor Rate”. Any such amendment shall become effective at 5:00 p.m. (Houston, Texas time) on the fifth (5th) Business Day after the Agent shall have posted such proposed amendment to all Buyers and the Seller unless, prior to such time, Buyers comprising the Required Buyers have delivered to the Agent written notice that such Required Buyers object to such amendment. The Agent will promptly (in one or more notices) notify the Seller and each Buyer of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Agent. In connection with the implementation of any Successor Rate, the Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Agent shall post each such amendment implementing such Conforming Changes to the Seller and the Buyers reasonably promptly after such amendment becomes effective. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than the Applicable Floor, the Successor Rate will be deemed to be the Applicable Floor for the purposes of this Agreement and the other Transaction Documents. 6.6. Illegality. If any Buyer determines (which determination shall be conclusive and binding absent manifest error) that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, it would create safety and soundness risks, or it would not be consistent with sound banking practices, for any Buyer or its applicable lending office to make, maintain or fund Transactions whose Price Differential is determined by reference to the Term SOFR Screen Rate, or to determine or charge interest rates based upon the Daily Adjusting Term SOFR Rate, then, (a) upon notice thereof by such Buyer to the Seller (through the Agent), any obligation of the Buyers to make Daily Adjusting Term SOFR Rate Transactions, and any right of the Seller to continue Daily Adjusting Term SOFR Rate Transactions or to convert Prime Referenced Rate Transactions to Daily Adjusting Term SOFR Rate Transactions, shall be suspended,
![slide63](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha063.jpg)
MASTER REPURCHASE AGREEMENT – Page 54 13312-786/M/I Financial Warehouse Facility and (b) the Seller shall, if necessary to avoid such illegality, upon demand from any Buyer (with a copy to the Agent), prepay or, if applicable, convert all Daily Adjusting Term SOFR Rate Transactions to Prime Referenced Rate Transactions, if all affected Buyers may lawfully continue to maintain such Daily Adjusting Term SOFR Rate Transactions to such day, or immediately, if any Buyer may not lawfully continue to maintain such Daily Adjusting Term SOFR Rate Transactions to such day. 6.7. Increased Costs. If any Change in Law shall: (a) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirements (including any emergency, special, supplemental or other marginal reserve requirement)), special deposit, compulsory loan, insurance charge or any similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Buyer; (b) subject any Buyer to any Taxes (other than (i) Non-excluded Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (iii) Connection Income Taxes) on any Transaction or any other amounts due under this Agreement in respect thereof, or its deposits, reserves, other liabilities or capital attributable thereto; or (c) impose on any Buyer any other condition, cost or expense (other than Taxes) affecting this Agreement or Transactions made by such Buyer; and the result of any of the foregoing shall be to increase the cost to such Buyer of making, converting to, continuing or maintaining any Transaction or of maintaining its obligation to make any such Transaction, or to increase the cost to such Buyer, or to reduce the amount of any sum received or receivable by such Buyer hereunder, then, upon request of such Buyer or other Recipient, the Seller will pay to such Buyer, as the case may be, such additional amount or amounts as will compensate such Buyer, as the case may be, for such additional costs incurred or reduction suffered. 6.8. Capital Requirements. If any Buyer determines that any Change in Law affecting such Buyer or any lending office of such Buyer or such Buyer’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Buyer’s capital or on the capital of such Buyer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Buyer its obligations hereunder or the maintaining of any Transactions made by such Buyer to a level below that which such Buyer or such Buyer’s holding company could have achieved but for such Change in Law (taking into consideration such Buyer’s policies and the policies of such Buyer’s holding company with respect to capital adequacy and liquidity), then from time to time the Seller will pay to such Buyer such additional amount or amounts as will compensate such Buyer or such Buyer’s holding company for any such reduction suffered.
![slide65](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha065.jpg)
MASTER REPURCHASE AGREEMENT – Page 56 13312-786/M/I Financial Warehouse Facility applicable to additional amounts payable under this Section 7) each Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made in respect of Non-excluded Taxes. For purposes of this Section 7, the term “applicable Legal Requirement” includes FATCA. 7.2. Other Taxes. In addition, the Seller hereby agrees to pay any present or future stamp, recording, court or documentary, filing, intangible, or similar Taxes that arise from any payment made under or in respect of this Agreement or any other Transaction Document or from the execution, delivery or registration of, any performance under, or otherwise with respect to, this Agreement or any other Transaction Documents, except any Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 26.4) (collectively, “Other Taxes”). 7.3. Taxes Indemnity. The Seller hereby agrees to indemnify the Buyers and the Agent for, and to hold each of them harmless against, the full amount of Non-excluded Taxes, including Other Taxes, and any reasonable expense arising therefrom or with respect thereto. The indemnity by the Seller provided for in this Section 7.3 shall apply and be made whether or not the Non-excluded Taxes for which indemnification hereunder is sought have been correctly or legally asserted. Amounts payable by the Seller under the indemnity set forth in this Section 7.3 shall be paid within fifteen (15) days from the date on which the Agent or any Buyer makes written demand therefor. A certificate as to the amount of such payment or liability delivered to the Seller by a Buyer (with a copy to the Agent) or by the Agent on its own behalf or on behalf of a Buyer, shall be conclusive absent manifest error. 7.4. Receipt. Within thirty (30) days after the date of any payment of Taxes, the Seller (or any Person making such payment on behalf of the Seller) shall furnish to the Agent for each Buyer’s account a certified copy of the original official receipt evidencing payment thereof. 7.5. Withholding Taxes. Any Buyer that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Seller and the Agent, at the time or times reasonably requested by the Seller or the Agent, such properly completed and executed documentation reasonably requested by the Seller or the Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Buyer, if reasonably requested by the Seller or the Agent, shall deliver such other documentation prescribed by applicable Legal Requirements or reasonably requested by the Seller or the Agent as will enable the Seller or the Agent to determine whether or not such Buyer is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (a), (b) and (d) below) shall not be required if in the Buyer’s reasonable judgment such completion, execution or submission would subject such Buyer to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Buyer. Without limiting the generality of the foregoing:
![slide66](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha066.jpg)
MASTER REPURCHASE AGREEMENT – Page 57 13312-786/M/I Financial Warehouse Facility (a) any Buyer that is a U.S. Person shall deliver to the Seller and the Agent on or prior to the date on which such Buyer becomes a Buyer under this Agreement (and from time to time thereafter upon the reasonable request of the Seller or the Agent), two copies of IRS Form W-9 certifying that such Buyer is exempt from U.S. federal backup withholding tax; (b) any Buyer that is not a U.S. Person (a “Foreign Buyer”) shall, to the extent it is legally entitled to do so, deliver to the Seller and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Buyer becomes a Buyer under this Agreement (and from time to time thereafter upon the reasonable request of the Seller or the Agent), whichever of the following is applicable: (i) in the case of a Foreign Buyer claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed copies of IRS Form W- 8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (ii) executed copies of IRS Form W-8ECI; (iii) in the case of a Foreign Buyer claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit D-1 to the effect that such Foreign Buyer is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of Seller within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable; or (iv) to the extent a Foreign Buyer is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2 or Exhibit D-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Buyer is a partnership and one or more direct or indirect partners of such Foreign Buyer are claiming the portfolio interest exemption, such Foreign Buyer may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-4 on behalf of each such direct and indirect partner;
![slide67](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha067.jpg)
MASTER REPURCHASE AGREEMENT – Page 58 13312-786/M/I Financial Warehouse Facility (c) any Foreign Buyer shall, to the extent it is legally entitled to do so, deliver to the Seller and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Buyer becomes a Buyer under this Agreement (and from time to time thereafter upon the reasonable request of the Seller or the Agent), executed copies of any other form prescribed by applicable Legal Requirement as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Legal Requirement to permit the Seller or the Agent to determine the withholding or deduction required to be made; and (d) if a payment made to a Buyer or Agent under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Buyer or Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Buyer or Agent shall deliver to the Seller and the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Seller or the Agent such documentation prescribed by applicable Legal Requirement (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Seller or the Agent as may be necessary for the Seller and the Agent to comply with their obligations under FATCA and to determine that such Buyer or Agent has complied with such Buyer’s or Agent’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this paragraph (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Buyer agrees that if any form, certification or other documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form, certification or other documentation or promptly notify the Seller and the Agent in writing of its legal inability to do so. 7.6. Indemnification by Xxxxxx. Each Buyer shall severally indemnify the Agent, within fifteen (15) days after demand therefor, for (i) any Non-excluded Taxes attributable to such Buyer (but only to the extent the Seller has not already indemnified the Agent for such Non-excluded Taxes and without limiting the obligation of the Seller to do so), (ii) any Taxes attributable to such Buyer’s failure to comply with the provisions of Section 22.17(b) relating to the maintenance of a participant register and (iii) any Excluded Taxes attributable to such Buyer, in each case, that are payable or paid by the Agent in connection with any Transaction Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Buyer by the Agent shall be conclusive absent manifest effort. Each Buyer hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Buyer under any Transaction Document or otherwise payable by the Agent to the Buyer from any other source against any amount due to the Agent under this Section 7.6.
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MASTER REPURCHASE AGREEMENT – Page 62 13312-786/M/I Financial Warehouse Facility (v) all Servicing Rights and Servicing Records in respect of any of the Purchased Loans; and (vi) all of the Seller’s rights now or hereafter existing in, to or under any MBS secured by, created from or representing any interest in any of the Purchased Loans, whether now owned or hereafter acquired by the Seller, and whether such MBS are evidenced by book entry or certificate (the Agent’s ownership interest and security interest in each MBS created from, based on or backed by Purchased Loans shall automatically exist in, attach to, cover and affect all of the Seller’s right, title and interest in that MBS when issued and its proceeds and the Agent’s ownership interest and security interest in the Purchased Loans from which such MBS was so created shall automatically terminate and be released when such MBS is issued, subject to automatic reinstatement if such issuance is voided or set aside by any court of competent jurisdiction), all right to the payment of monies and non-cash distributions on account of any of such MBS and all new, substituted and additional securities at any time issued with respect thereto; (c) Related Accounts, Payment Intangibles, General Intangibles: (i) all accounts, payment intangibles, general intangibles, documents (including documents of title), chattel paper (including without limit electronic chattel paper and tangible chattel paper), contract rights and proceeds, whether now or hereafter existing (including all of the Seller’s present and future rights to have and receive interest and other compensation, whether or not yet accrued, earned, due or payable, and all other rights to payment), under or arising out of or relating to any of the Purchased Loans or any of the MBS described in Section 10.1(b)(vi) above; (ii) all instruments, documents or writings evidencing any such accounts, payment intangibles, general intangibles, instruments, chattel paper, contract rights or proceeds or evidencing any monetary obligation under, or security interest in, any of the Purchased Loans, all other papers delivered to the Agent or the Custodian and all other rights transferred to the Agent, in respect of any of the Purchased Loans or any of the MBS described in Section 10.1(b)(vi) above, including, without limitation, the right to collect, have and receive all insurance proceeds (including, but not limited to, casualty insurance, mortgage insurance, pool insurance and title insurance proceeds) and condemnation awards or payments in lieu of condemnation that may be or become payable in respect of the Mortgaged Premises securing or intended to secure any Purchased Loan, and other personal property of whatever kind relating to any of the Purchased Loans or any of the MBS described in Section 10.1(b)(vi) above, in each case whether now existing or hereafter arising, accruing or acquired; (iii) all security for or claims against others in respect of any of the Purchased Loans or any of the MBS described in Section 10.1(b)(vi) above; and
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MASTER REPURCHASE AGREEMENT – Page 63 13312-786/M/I Financial Warehouse Facility (iv) all proceeds and rights to proceeds of any sale or other disposition of any of the Purchased Loans or any of the MBS described in Section 10.1(b)(vi) above; (d) Repurchase Settlement Account, Operating Account, Funding Account and other accounts: the Repurchase Settlement Account, the Operating Account, the Funding Account, the Cash Pledge Account, the Income Account, the Escrow Account and all cash and all securities and other property from time to time on deposit in each such account; (e) Loan Files: all Loan Files; (f) Other Rights: all rights to have and receive any of the Purchased Loans or MBS described above, all accessions or additions to and substitutions for any of such Purchased Loans or MBS, together with all renewals and replacements of any of such Purchased Loans or MBS, all other rights and interests now owned or hereafter acquired by the Seller in, under or relating to any of such Purchased Loans or MBS or referred to above and all proceeds of any of such Purchased Loans or MBS; (g) Other Property in Possession of Agent: all goods, instruments (including, without limit, promissory notes), documents (including, without limit, negotiable instruments), policies and certificates of insurance, deposit accounts, and money or other property, in each case, which are now or later in possession of Agent, or as to which Agent now or later controls possession by documents or otherwise; and (h) Proceeds: all replacements, substitutions, renewals, interest, dividends, distributions, rights of any kind, products, proceeds and rights to proceeds with respect to any and all the foregoing. The Seller shall take all actions, including any actions requested by the Agent, to maintain the security interest of the Agent in all of the Purchased Loans with respect to all of the Collateral as a perfected first priority Lien at all times. The Seller hereby authorizes the Agent to file any financing or continuation statements under the applicable UCC to perfect or continue such security interest in any and all applicable filing offices. The Seller shall pay all customary fees and expenses associated with perfecting such security interest including the costs of filing financing and continuation statements under the UCC and recording assignments of Mortgages as and when required by the Agent in its reasonable discretion. 10.2. Remedies. If an Event of Default shall have occurred and be continuing, the Agent shall have the following rights and remedies (in addition to the other rights and remedies under in this Agreement or any other Transaction Document or applicable law): (a) all of the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and the Agent may also, without previous demand or notice except as specified herein or required by applicable law, sell, lease or otherwise dispose of the Collateral, or any part thereof, in one or more parcels at public or private sale or sales, at the Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Agent may, in its
![slide76](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha076.jpg)
MASTER REPURCHASE AGREEMENT – Page 67 13312-786/M/I Financial Warehouse Facility Section 14. Conditions Precedent. 14.1. Initial Purchase. The obligations of the Buyers (and the Agent on the Buyers’ behalf) to make the initial purchase under this Agreement are subject to the Seller’s fulfillment of the following conditions precedent: (a) the Agent shall have received (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be reasonably satisfactory in form and content to the Agent: (i) this Agreement, the Side Letter, the Fee Letter, and the Electronic Tracking Agreement, in each case, duly executed by the parties thereto; (ii) a UCC financing statement naming the Seller as debtor and the Agent, on behalf of the Buyers, as secured party and claiming as collateral the Collateral; (iii) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State of Ohio; (iv) (A) the completed Beneficial Ownership Certification from the Seller and (B) all other documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including USA Patriot Act, and a properly completed and signed IRS Form W-8 or W-9, as applicable, for the Seller and any Person who provides guaranty or collateral support for all or any of the Obligations; (v) a copy of the member resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Transaction Documents, certified as of the date of this Agreement by a Responsible Officer of the Seller; (vi) an incumbency certificate showing the names and titles and bearing the signatures of the Responsible Officer(s) of the Seller authorized to execute the Transaction Documents, certified as of the date of this Agreement by a Responsible Officer of Seller; (vii) a copy of the Operating Agreement of the Seller, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller; (viii) a copy of the Articles of Organization of the Seller with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its incorporation as of a date acceptable to the Agent in its sole discretion;
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MASTER REPURCHASE AGREEMENT – Page 68 13312-786/M/I Financial Warehouse Facility (ix) a certificate of good standing (or the equivalent thereof) for the Seller in the jurisdiction of its incorporation, certified by the appropriate governmental officials as of a date acceptable to the Agent in its sole discretion; (x) evidence reasonably satisfactory to the Agent, concurrently with closing, (i) as to the due filing and recording in all appropriate offices of all financing statements, (ii) if there are any Purchased Loans that require the Buyers’ interest to be noted by book entry, that such book entry has been duly made and (iii) if there is any “investment property” under the UCC of the State of New York or other applicable law, that such instruments as are necessary to give the Agent “control” of such investment property have been duly executed by the Seller and the relevant securities intermediary; (xi) copies of an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, providing such insurance coverage as is customary for members of the Seller’s industry; (xii) payment to the Agent of the Buyers’ Fees and the Agent’s Fee, payment to the Custodian the Custodian’s Fees and all other fees and expenses (including the disbursements and reasonable fees of the Agent’s attorneys) of the Agent and the Buyers payable by the Seller pursuant to Section 9 accrued and billed for to the date of the Seller’s execution and delivery of this Agreement; (xiii) delivery of such legal opinions relating to the Seller, the Transaction Documents and the Transactions hereunder as the Agent may reasonably require, each in form and substance reasonably acceptable to the Agent; (xiv) satisfactory completion of a third-party audit, engaged by the Agent at the Seller’s sole cost and expense, of the Seller’s mortgage origination, secondary sales and servicing practices; and (xv) delivery to the Agent of a list of Approved Investors (it being agreed, for the avoidance of doubt, that the delivery of Schedule AI attached hereto herewith at the Closing Date shall satisfy this condition precedent). (b) All members and managers of the Seller and all Affiliates of the Seller, to whom or which the Seller is indebted as of the date of this Agreement in excess of One Million Dollars ($1,000,000), either for borrowed money or for any other obligation, excluding salary, bonus, other compensation obligations or unsecured Debt owed to Parent, shall have caused such Debt to be Qualified Subordinated Debt, by executing and causing to be delivered to the Agent a Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and a Responsible Officer of the Seller shall have certified each such
![slide78](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha078.jpg)
MASTER REPURCHASE AGREEMENT – Page 69 13312-786/M/I Financial Warehouse Facility Subordination Agreement executed to satisfy the requirements of this Section 14.1(b) to be true, complete and in full force and effect as of the date of the initial purchase. 14.2. Each Purchase. The obligations of the Buyers (and the Agent on the Buyers’ behalf) to make any purchase (including the initial purchase) under this Agreement are also subject to the satisfaction, as of each Purchase Date, of the following additional conditions precedent: (a) The Seller shall have delivered to the Agent and the Custodian the related Advance Files for the new Mortgage Loans to be purchased. (b) Unless the requested Transaction is for the purchase of only Wet Loans, the Custodian shall have issued its Exception Report relating to the Purchased Loans then owned by the Buyers. (c) The representations and warranties of the Seller contained in this Agreement and the other Transaction Documents shall be true and correct in all material respects as if made on and as of each Purchase Date unless specifically stated to relate to an earlier date. (d) The Seller shall have performed all agreements then to be performed by it under this Agreement and all other Transaction Documents, as well as under all Investor Commitments that the Seller has represented to the Agent and the Buyers cover any of the Purchased Loans, and after the requested Transaction shall have been executed, no Default or Event of Default has occurred and is continuing that has not been waived by the Buyers or the Required Buyers, as applicable, nor will any default exist under any such Investor Commitments. (e) The Seller shall not have incurred any liabilities (whether or not in the ordinary course of business) that adversely and materially affect any of the Central Elements in respect of the Seller or any of its Subsidiaries since the dates of the Seller’s Financial Statements most recently theretofore delivered to the Buyers. (f) The Seller shall have paid the Buyers’ Fees then due and payable in accordance with Section 9.1. (g) Prior to the execution of the requested Transaction, no Default or Event of Default shall have occurred and be continuing, or will occur after giving effect to such Transaction, that has not been waived by the Buyers or the Required Buyers, as applicable. (h) The requested Transaction will not result in the violation of any applicable Legal Requirement. (i) The Agent, the Custodian and each Buyer shall have received such other documents, if any, as shall be specified by the Agent, the Custodian or any Buyer, including, without limitation, the related Investor Commitment(s) or Hedge Agreement(s) with respect to any Eligible Loan proposed to be sold in a Transaction.
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MASTER REPURCHASE AGREEMENT – Page 78 13312-786/M/I Financial Warehouse Facility by a Responsible Officer of the Seller that such Financial Statements were prepared in accordance with the Approved Accounting Method and present fairly in all material respects the Seller’s and its Consolidated Subsidiaries’ financial condition as of the date thereof and the results of their operations for the period covered, subject, however, to normal year-end audit adjustments and the omission of notes and schedules to the Financial Statements. (b) As soon as available and in any event within ninety (90) days after the close of each of the Seller’s fiscal years, audited Consolidated Financial Statements for the Seller and its Consolidated Subsidiaries, for such year, and the related balance sheet as at the end of such year (setting forth in comparative form the corresponding figures as of the end of and for the preceding fiscal year), all in reasonable detail, prepared in accordance with the Approved Accounting Method, and with all notes, and accompanied by: (i) a report and unqualified opinion of a firm of independent certified public accountants of recognized standing selected by the Seller and reasonably acceptable to the Agent (as of the Effective Date, Deloitte & Touche LLP is acceptable to the Agent), stating that such accountants have audited such Financial Statements in accordance with generally accepted auditing standards and that, in their opinion, such Financial Statements present fairly, in all material respects, the Consolidated financial condition of the Seller and its Consolidated Subsidiaries, as of the date thereof and the Consolidated results of its operations and cash flows for the periods covered thereby in conformity with the Approved Accounting Method; and (ii) a certificate signed by a Responsible Officer of the Seller stating that said Financial Statements fairly present the Consolidated financial condition and results of operations (for the Seller and its Consolidated Subsidiaries) as at the end of, and for, such year. The Seller also agrees to provide to the Agent and the Buyers such other information related to such annual reports or concerning the Seller’s finances or operations as the Agent or any Buyer may from time-to-time reasonably request. (c) Responsible Officer’s Certificate. Together with each of the monthly and annual Financial Statements required by Sections 16.2(a) and (b) above, a certificate of a Responsible Officer of Seller in the form of Exhibit B, among other things, (i) setting forth in reasonable detail all calculations necessary to show whether the Seller is in compliance with the requirements of Sections 16.18 of this Agreement or, if the Seller is not in compliance, showing the extent of noncompliance and specifying the period of noncompliance and what actions the Seller proposes to take with respect thereto and (ii) stating that the terms of this Agreement have been reviewed by such Responsible Officer or under his or her supervision, and that he or she has made or caused to be made under his or her supervision, a review in reasonable detail of the transactions and the condition of the Seller during the accounting period covered by such Financial Statements and that such review does not disclose the
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MASTER REPURCHASE AGREEMENT – Page 81 13312-786/M/I Financial Warehouse Facility Buyers may purchase Eligible Loans from the Seller based solely upon the information provided by the Seller to the Agent in the Advance File and the representations, warranties and covenants contained in this Agreement, and that the Agent and the Buyers, at their option, have the right at any time upon three (3) Business Days prior notice to the Seller to conduct a partial or complete due diligence review on some or all of the Purchased Loans prior to or following their purchase in a Transaction, including ordering new credit reports and new appraisals on any property securing any Purchased Loan and otherwise re-generating the information used to originate such Purchased Loan. Notwithstanding any provision to the contrary herein regarding three (3) Business Days prior notice to the Seller, if an Event of Default shall have occurred and be continuing, then the Agent, upon notice to the Seller, shall have the right to immediate access and review of the Seller and the loan information contemplated in this Section 16.7(a), provided that to the extent that the Seller does not have possession of such loan information, the Seller shall cause the applicable Servicer or Subservicer to provide the Agent and the Buyers with access and review of such loan information within a reasonable period of time, but not to exceed any prior notification time provided under the related Servicing Agreement with such Servicer or Subservicer. The Agent may conduct the due diligence review of such Purchased Loans itself or engage a third-party underwriter selected by the Agent to perform such review. The Seller agrees to, and to cause any relevant Servicer and its Subservicer to, reasonably cooperate with the Agent and any third-party underwriter in connection with such due diligence review, including providing the Agent and any third-party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Loans in the possession, or under the control, of the Seller, such Servicer and such Subservicer. The Seller agrees to pay all reasonable out-of-pocket costs and expenses of the Agent in connection with up to two (2) inspections, visits and reviews under this Section 16.7(a) during the term of this Agreement (for the avoidance of doubt, any renewal shall constitute a new “term” for purposes of this clause (a)), unless a Default or Event of Default has occurred and is continuing, in which case all such costs and expenses of the Agent and any Buyer incurred in the exercise of their rights pursuant to this Section 16.7(a) shall be paid by the Seller. Such visits shall be coordinated by the Agent. (b) The Seller agrees to permit authorized representatives of the Agent and each Buyer to discuss onsite the business, operations, assets and financial condition of the Seller and its Subsidiaries with their respective officers, employees and independent accountants and to examine their books of account and make copies or extracts of them, all at such reasonable times, and upon three (3) Business Days prior notice (or, if an Event of Default shall have occurred and be continuing, immediately following notice to the Seller) as the Agent or any Buyer may request, for any or all of the purposes of ordinary diligence, performing the Buyers’ duties (and any of the Seller’s duties that the Seller has not performed) and enforcing the Buyers’ and the Agent’s rights under this Agreement. The Agent or the Buyer acting will notify the Seller before contacting the Seller’s accountants and the Seller may have its representatives in attendance at any meetings between the officers or other representatives of the Agent or any Buyer and such accountants held in accordance with this authorization. The Agent and each Buyer agrees that it will prevent disclosure by itself or its authorized representatives to third
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MASTER REPURCHASE AGREEMENT – Page 82 13312-786/M/I Financial Warehouse Facility parties of any proprietary information it has received pursuant to this Agreement and will maintain the confidential nature of such material; provided that this restriction shall not apply to information that (i) at the time in question has already entered the public domain, (ii) is required to be disclosed by any Legal Requirement (including pursuant to any examination, inspection or investigation by any Governmental Authority having regulatory jurisdiction over any Buyer or the Agent), (iii) that is furnished by the Agent or any Buyer to purchasers or prospective purchasers of participations or interests in the Purchased Loans so long as such purchasers and prospective purchasers have agreed to be subject to restrictions substantially identical to those contained in this sentence, (iv) the disclosure of which the Agent and the Buyers deem necessary to market or sell Purchased Loans or to enforce or exercise their rights under any Transaction Document as long as any recipients have agreed to be subject to restrictions substantially similar to those in this sentence, or (v) is disclosed by any Buyer to its attorneys, employees, agents and auditors during the performance of their respective duties, subject to the restrictions set forth in this sentence. (c) All reasonable out-of-pocket costs and expenses of any on-site inspections or examinations conducted by the Agent in accordance with the terms of this Section 16.7 shall be borne by the Seller; provided that the Seller shall only be required to pay for one such on-site examination in any period of two (2) consecutive calendar years unless an Event of Default has occurred and is continuing, in which case the Agent may undertake all such inspections and examinations as it may reasonably require and all out-of-pocket costs and expenses associated therewith shall be borne by the Seller. 16.8. Notice of Suits, Etc. The Seller will, as soon as reasonably practical and in any case no later than three (3) Business Days next following the day when the Seller first learns of it, give written notice to the Agent and the Buyers of: (a) any material action, suit or proceeding instituted by or against the Seller or any of its Subsidiaries in any federal or state court or before any commission, regulatory body or Governmental Authority, or if any such proceedings are threatened against the Seller or any of its Subsidiaries, in a writing containing the applicable details; (b) the filing, recording or assessment of any material federal, state or local tax lien against the Seller or any of its Subsidiaries or any assets of any of them; (c) the occurrence of any Event of Default; (d) the occurrence of any Default; (e) any material adverse finding under any agency audit, including audits of HUD, any Agency and any other Approved Investors, conducted with respect to the Seller and/or any of its assets;
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MASTER REPURCHASE AGREEMENT – Page 83 13312-786/M/I Financial Warehouse Facility (f) the occurrence of: (i) any event that, with or without notice or lapse of time or both, would constitute a default under, or permit the acceleration or termination of, any other agreement, instrument or indenture to which the Seller or any of its Subsidiaries is a party or to which any of them or any of their properties or assets may be subject if either (A) the effect of any such default is or if uncured and unwaived after notice, the lapse of time or both, would be to cause, or to permit any other party to such agreement, instrument or indenture (or a trustee on behalf of such a party) to cause, Debt for borrowed money (including, but not limited to, Debt under a repurchase agreement, reverse repurchase agreement, mortgage warehouse line of credit, sale/buy-back agreement or like arrangement) of the Seller or any of its Subsidiaries in excess of One Million Dollars ($1,000,000) in the aggregate, and/or other Debt of the Seller or any of its Subsidiaries in excess of Two Million Dollars ($2,000,000) in the aggregate to become or be declared due before its stated maturity or (B) such default, if uncured and unwaived after any relevant notice, the lapse of time or both, could reasonably be expected to result in a material adverse effect on any of the Central Elements in respect of the Seller; (ii) any default or event of default (however denominated) under any financing, loan or line of credit provided to the Seller by the Parent; (iii) any other action, event or condition of any nature (excluding general economic conditions) that, if unremedied after any relevant notice, lapse of time or both, could reasonably be expected to result in either (A) the Seller’s being in breach of or out of compliance with any provision of Section 16.18 (Financial Covenants) or (B) a material adverse effect on any of the Central Elements in respect of the Seller; or (iv) any Prohibited Transaction with respect to any Plan, specifying the nature of the Prohibited Transaction and what action the Seller proposes to take with respect to it. 16.9. Payment of Taxes, Etc. The Seller will, and will cause each of its Subsidiaries to, pay and discharge or cause to be paid and discharged promptly all taxes, assessments and governmental charges or levies imposed upon it or its Subsidiaries or upon their respective income, receipts or properties before they become past due, as well as all lawful claims for labor, materials and supplies or other things that, if unpaid, could reasonably be expected to become (or result in the placement of) a Lien or charge upon any part of such properties; provided that it and its affected Subsidiaries shall not be required to pay taxes, assessments or governmental charges or levies or claims for labor, materials or supplies that are being contested in good faith and by proper proceedings being reasonably and diligently pursued, execution or enforcement of which has been effectively stayed (by the posting of a bond or other security sufficient to achieve that result, or by any other fully effective means), and for which reserves determined to be adequate (in
![slide93](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha093.jpg)
MASTER REPURCHASE AGREEMENT – Page 84 13312-786/M/I Financial Warehouse Facility accordance with the Approved Accounting Method in all material respects) have been set aside on its books. 16.10. Insurance; Fidelity Bond. The Seller will, and will cause each of its Subsidiaries to: (a) maintain liability insurance protecting the Seller and its Subsidiaries against fire and other hazard insurance on its respective properties from which it conducts its business, with responsible insurance companies, in such amounts and against such risks as is customarily carried by similar businesses operating in the same vicinity. Copies of such policies shall be furnished to the Agent and the Buyers without charge upon the Agent’s or any Buyer’s request made from time to time; and (b) obtain and maintain at its own expense and keep in full force and effect a blanket fidelity bond and an errors and omissions insurance policy covering the Seller's officers and employees and other persons acting on behalf of the Seller. The amount of coverage shall be at least equal to the coverage that would be required by Xxxxxx Xxx or Freddie Mac, whichever is greater, with respect to the Seller if the Seller were servicing and administering the Mortgage Loans for Xxxxxx Xxx or Freddie Mac. In the event that any such bond or policy ceases to be in effect, the Seller shall obtain a comparable replacement bond or policy, as the case may be, meeting the requirements of this Section 16.10(b). Coverage of the Seller under any policy or bond obtained by an Affiliate of the Seller and providing the coverage required by this Section 16.10(b) shall satisfy the requirements of this Section 16.10(b). Such bond and insurance policies shall name Agent as an additional insured and loss payee. Upon the request of the Agent, the Seller shall cause to be delivered to the Agent and the Buyers evidence of such fidelity bond and insurance policies. 16.11. eMortgage Loans. Seller shall (i) at all times, maintain its status as a member of and participant in the MERS eRegistry in good standing, (ii) at all times remain in compliance in all material respects with all terms and conditions of membership in MERS eRegistry including, but not limited to, the MERS Procedures Manual and the MERS eRegistry procedures, (iii) not cause or permit the Location status, Controller status, Secured Party status, Secured Party Delegatee status, Delegatee status, Master Servicer Field or Subservicer Field on the MERS eRegistry of any eNote pledged or sold to Agent or any Buyer to be other than as required by paragraphs (16) and (24) of the definition of Eligible Loan, or cause or permit a Control Failure to occur with respect to any such eNote, or paper-out any such eNote. 16.12. Subordination of Certain Indebtedness. The Seller will cause any and all debt and obligations of the Seller to any Affiliate or any member, manager, stockholder, director or officer of the Seller or any Affiliate in excess of One Million Dollars ($1,000,000) (excluding debt for directors’ or officers’ salary, bonuses, directors’ fees or other compensation for service and unsecured Debt owed to Parent) to be Qualified Subordinated Debt by the execution and delivery by such Affiliate or member, manager, stockholder, director or officer, as applicable, to the Agent of a Subordination Agreement and the taking of all other steps (if any) required to cause such Debt to be Qualified
![slide94](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha094.jpg)
MASTER REPURCHASE AGREEMENT – Page 85 13312-786/M/I Financial Warehouse Facility Subordinated Debt and deliver to the Agent an executed copy of that Subordination Agreement, certified by the corporate secretary or assistant secretary of the Seller to be true and complete and in full force and effect, as to all such present and future debts and obligations of the Seller. 16.13. Certain Debt to Remain Unsecured. The Seller will cause any and all obligations of the Seller to any shareholder, officer or Affiliate of the Seller, whether such debt exists as of the Effective Date or is incurred in the future, to remain at all times unsecured. 16.14. Promptly Correct Escrow Imbalances. By no later than seven (7) Business Days after learning (from any source) of any material imbalance in any escrow account(s) maintained by the Seller (or any Subservicer for it), the Seller will fully and completely correct and eliminate such imbalance. 16.15. MERS Covenants. The Seller will: (a) be a “Member” (as defined in the MERS Agreements) of MERSCORP; (b) maintain the Electronic Tracking Agreement in full force and effect and timely perform in all material respects all of its obligations thereunder; (c) provide the Agent with copies of any new MERS Agreement or any amendment, supplement or other modification of any MERS Agreement (other than the Electronic Tracking Agreement); (d) not amend, terminate or revoke, or enter into any agreement that is inconsistent with or contradicts any provision of the Electronic Tracking Agreement; (e) identify to the Agent each Purchased Loan that is registered in the MERS System, at the earlier of the time it is so registered or the time it is purchased or deemed purchased hereunder, as so registered; (f) at the request of the Agent, take such actions as may be requested by the Agent to: (i) transfer beneficial ownership of any Purchased Loan to the Agent on behalf of the Buyers on the MERS System; or (ii) de-register or re-register any Purchased Loan on, or withdraw any Purchased Loan from, the MERS System; (g) provide the Agent with copies of any or all of the following reports with respect to the Purchased Loans registered on the MERS System at the request of the Agent: (i) Change Notification Report (VB);
![slide95](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha095.jpg)
MASTER REPURCHASE AGREEMENT – Page 86 13312-786/M/I Financial Warehouse Facility (ii) MIN Milestones Report (VA); and (iii) such other reports as the Agent may reasonably request to verify the status of any Purchased Loan on the MERS System; (h) notify the Agent of any withdrawal or deemed withdrawal of the Seller’s membership in the MERS System or any deregistration of any Purchased Loan previously registered on the MERS System; and (i) obtain the prior written consent of the Agent before entering into an electronic tracking agreement (other than the Electronic Tracking Agreement) with any other Person. 16.16. Special Affirmative Covenants Concerning Purchased Loans. (a) Until both (i) all of the Purchased Loans shall have been repurchased by the Seller and (ii) the Buyers have no obligation to purchase any additional Mortgage Loans hereunder or provide any other financial accommodations to the Seller under or otherwise in respect of this Agreement, the Seller warrants and will defend the right, title and interest of the Buyers and the Agent in and to the Purchased Loans against the claims and demands of all persons whomsoever. (b) The Seller shall maintain, at its principal office or in a regional office reasonably approved by the Agent, or in the office of a computer service bureau engaged by the Seller and reasonably approved by the Agent, and upon request shall make available to the Agent and the Custodian the originals of all Loan Documents and related instruments (except that with respect to eMortgage Loans, the single Authoritative Copy of the related eNote shall be maintained in the eVault), and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other information and data relating to the Purchased Loans that are held by or under the direction or control of the Seller or any of its Affiliates and that have not already been provided to the Agent or the Custodian. (c) The Seller shall ensure that, if a Mortgage Loan that is to be funded and sold to the Buyers as a Wet Loan does not close on the proposed Purchase Date, all amounts remitted by the Agent for the payment of the Purchase Price shall be returned promptly within two (2) Business Days to the Agent for the benefit of the Buyers and if such funds are not so returned, the Seller shall pay promptly within two (2) Business Days a like amount to the Agent for the benefit of the Buyers plus any accrued Price Differential. The Seller acknowledges that until such time as the Mortgage Loan is deemed to have been sold to the Buyers, the Seller has no interest in, nor any claim to such amounts and shall, if it receives such amounts, hold such amounts in trust for the Buyers and shall promptly remit such funds to the Agent for disbursement to the Buyers. 16.17. Coordination with Other Lenders/Repo Purchasers and Their Custodians. The Seller will provide to the Agent the current name, address and contact information concerning each of the Seller’s other mortgage warehouse credit and repurchase facilities,
![slide97](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha097.jpg)
MASTER REPURCHASE AGREEMENT – Page 88 13312-786/M/I Financial Warehouse Facility be or become, directly or indirectly, liable in respect of any Debt or Contingent Indebtedness except: (a) the Obligations; (b) trade debt (including, without limitation, trade debt for services provided by an Affiliate), equipment leases, loans for the purchase of equipment used in the ordinary course of the Seller’s business and other accounts payable and accruals arising in the ordinary course of the Seller’s business and indebtedness for taxes and assessments not yet due and payable owed in the ordinary course of business; (c) Seller’s existing mortgage warehousing facility with Comerica Bank and this Agreement, and, if the Seller gives the Agent at least ten (10) Business Days prior written notice of the initial incurrence thereof, other Debt under mortgage warehousing facilities, mortgage repurchase facilities or off-balance sheet indebtedness under other financing arrangements; (d) Debt in respect of any exchange traded or over the counter derivative transaction or any Hedge Agreement entered into in the ordinary course of business and not for speculative purposes; (e) contingent repurchase obligations arising out of loan sale representations and warranties; (f) guaranties by Seller of Debts of any other Person not in excess of Five Million Dollars ($5,000,000); provided that Seller may incur (i) guaranties the Debts of any other Person in excess of Five Million Dollars ($5,000,000) with the Agent’s prior written consent and (ii) Contingent Indebtedness of any amount with respect to Debts or Contingent Indebtedness of Seller’s Subsidiaries or Affiliates or the Affiliates of Seller’s Subsidiaries which relate to residential mortgage warehouse or repurchase facilities or other, similar short-term secondary residential mortgage finance lines of credit extended to or guaranteed by those Subsidiaries, Affiliates or Subsidiaries’ Affiliates; (g) any unsecured Debt owed to Parent; and (h) any other Debt or Contingent Indebtedness which is not otherwise expressly provided for in this Section 17.2 in an aggregate principal amount outstanding from time to time not to exceed Five Million Dollars ($5,000,000). 17.3. Business. The Seller shall not, directly or indirectly, engage in any businesses that differ materially from those currently engaged in by the Seller or any other businesses customarily engaged in by other Persons in the mortgage banking business. 17.4. Liquidations, Dispositions of Substantial Assets. Except as expressly provided below in this Section 17.4, neither the Seller nor any Subsidiary shall dissolve or liquidate or sell, transfer, lease or otherwise dispose of any material portion of its property or assets or business. Except as provided herein for the Purchased Loans, the Seller and
![slide105](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha105.jpg)
MASTER REPURCHASE AGREEMENT – Page 96 13312-786/M/I Financial Warehouse Facility whatsoever as to any of the Purchased Loans or the servicing rights related thereto, unless and until such Purchased Loans are repurchased by the Seller. Rather, the Seller shall have only servicing responsibilities with respect to the Purchased Loans for a term (the “Interim Servicing Term”) commencing on the Purchase Date of such Purchased Loan and ending on the first Remittance Date thereafter, as such term may be renewed from time to time as provided in Section 19.8, on the terms and conditions contained in this Section 19, which responsibilities are subject to termination in accordance with Section 19.7. The Seller and the Buyers hereby acknowledge and agree that the provisions contained in this Section 19 are intended to be for the benefit of the Buyers and are an essential part of this Agreement, and that the nature and purpose of the purchase and sale obligations and the servicing obligations hereunder are interrelated. The Seller acknowledges that if an Event of Default has occurred and is continuing, the Agent for the benefit of the Buyers may, upon written notice to the Seller, without payment of any termination fee or other amount to the Seller, sell any or all of the Purchased Loans on a servicing-released basis at the cost and expense of the Seller. 19.2. Servicing and Subservicing. The Seller hereby agrees, for the benefit of the Buyers, to service or contract with Subservicers to service the Purchased Loans in accordance with this Agreement and Accepted Servicing Practices. The Seller’s fees for its duties as Servicer, until terminated under Section 19.7, shall be twenty-five (25) basis points per annum on the unpaid principal balance of each Purchased Loan, payable from Income in accordance with the provisions of Section 8.2. The Servicer shall, and shall cause each Subservicer to, (a) comply with all applicable Federal, State and local laws and regulations in all material respects, (b) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (c) not impair the rights of the Buyers in any Purchased Loans or any payment thereunder. The Agent may terminate the servicing of any Purchased Loan with the then existing Servicer in accordance with Section 19.7. The Seller shall not be entitled to any servicing fee or other compensation in connection with its performance of the servicing responsibilities with respect to the Purchased Loans except to the extent that the Seller is Servicer. Nothing in this Section 19.2 shall be deemed to (i) impair the rights of any Subservicer to fees and other compensation to which it is entitled under the applicable Servicing Agreement or (ii) permit the Seller to offset any amounts it is owed with respect to the servicing of the Purchased Loans pursuant hereto against any amounts it owes to the Agent or the Buyers hereunder. 19.3. Escrow Payments. The Seller shall cause Servicer and any Subservicers to hold or cause to be held all escrow payments collected by the Seller with respect to any Purchased Loans in trust accounts and shall apply the same for the purposes for which such funds were collected. 19.4. Escrow and Income after Event of Default. After the occurrence and during the continuance of an Event of Default, (a) all funds received on or in connection with a Purchased Loan shall be received and held by the Seller, Servicer and each Subservicer in trust for the benefit of the Agent on behalf of the Buyers as owner of the Purchased Loans, and (b) neither the Seller nor Servicer shall be deemed to have any rights or ownership interest in such funds prior to their being remitted to the Agent on behalf of the Buyers.
![slide111](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha111.jpg)
MASTER REPURCHASE AGREEMENT – Page 102 13312-786/M/I Financial Warehouse Facility Buyer for any action taken or omitted to be taken by it or them under this Agreement or any document executed pursuant hereto, or in connection herewith or therewith with the consent or at the request of the Required Buyers (or all of the Buyers for those acts requiring consent of all of the Buyers) (except for its or their own willful misconduct or gross negligence), nor be responsible for or have any duties to ascertain, inquire into or verify (A) any recitals or warranties made by the Seller or any Affiliate of the Seller, or any officer thereof contained herein or therein, (B) the effectiveness, enforceability, validity or due execution of this Agreement or any document executed pursuant hereto or any security thereunder, (C) the performance by the Seller of its obligations hereunder or thereunder, or (D) the satisfaction of any condition hereunder or thereunder, including without limitation in connection with the making of any Transaction. The Agent and its Affiliates shall be entitled to rely upon any certificate, notice, document or other communication (including any cable, telegraph, telex, facsimile transmission or oral communication) believed by it to be genuine and correct and to have been sent or given by or on behalf of a proper person. The Agent may employ agents and may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable to the Buyers (except as to money or property received by them or their authorized agents), for the negligence or misconduct of any such agent selected by it with reasonable care or for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. (b) Except as otherwise expressly provided herein, whenever the Agent is authorized and empowered hereunder on behalf of the Buyers to give any approval or consent, or to make any request, or to take any other action on behalf of the Buyers (including without limitation the exercise of any right or remedy hereunder or under the other Transaction Documents), the Agent shall be required to give such approval or consent, or to make such request or to take such other action only when so requested in writing by the Required Buyers or the Buyers, as applicable hereunder. Action that may be taken by the Required Buyers, any other specified Percentage of the Buyers or all of the Buyers, as the case may be (as provided for hereunder) may be taken (i) pursuant to a vote of the requisite percentages of the Buyers as required hereunder at a meeting (which may be held by telephone conference call), provided that Agent exercises good faith, diligent efforts to give all of the Buyers reasonable advance notice of the meeting, or (ii) pursuant to the written consent of the requisite percentages of the Buyers as required hereunder, provided that all of the Buyers are given reasonable advance notice of the requests for such consent. (c) Except as otherwise expressly provided under this Agreement or in any of the other Transaction Documents and subject to the terms hereof, Agent will take such action, assert such rights and pursue such remedies under this Agreement and the other Transaction Documents as the Required Buyers or all of the Buyers, as the case may be (as provided for hereunder), shall direct; provided, however, that the Agent shall not be required to act or omit to act if, in the reasonable judgment of the Agent, such action or omission may expose the Agent to personal liability for which Agent has not been satisfactorily indemnified hereunder or is contrary to this Agreement, any of the Transaction Documents or applicable law. Except as expressly provided above or
![slide124](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha124.jpg)
MASTER REPURCHASE AGREEMENT – Page 115 13312-786/M/I Financial Warehouse Facility hereunder by electronic communications (including email and any E-System) pursuant to procedures approved by it. Unless otherwise agreed to in a writing by and among the parties to a particular communication, (i) notices and other communications sent to an email address shall be deemed received upon the intended recipient’s receipt of such notice or other communication and (ii) notices and other communications posted to any E-System shall be deemed received upon the deemed receipt by the intended recipient at its email address as described in the foregoing clause (i) of notification that such notice or other communication is available and identifying the website address therefore. If to the Seller: M/I Financial, LLC 0000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, Xxxx 00000 Attention: Xxxxx Xxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Email: XXxxxxx@xxxxxxx.xxx With a copy to: Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP 00 Xxxx Xxx Xxxxxx Xxxxxxxx, Xxxx 00000 Attention: Xxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxxx@xxxxx.xxx If to JPMorgan Chase as Agent or as a Buyer, as to all notices hereunder: JPMorgan Chase Bank, N.A. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxxxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxxxx X. Xxxxxxxxxxx Telephone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxxxx.x.xxxxxxxxxxx@xxxxxxxx.xxx
![slide125](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha125.jpg)
MASTER REPURCHASE AGREEMENT – Page 116 13312-786/M/I Financial Warehouse Facility with a copy to: JPMorgan Chase Bank, N.A. Mortgage Warehouse Finance Operations Attn: MWF Operations Team TX1-0022 00000 Xxxx Xxxx, 0xx Xxxxx Xxxx Xxxxx, Xxxxx 00000 Attention: Xxxxxxx X. Xxxxx Phone: (000) 000-0000 Email: xxxxxxx.x.xxxxx@xxxxxxxx.xxx and: Xxxxxxxx PC 0000 Xxxxxxx Xxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attention: Xxxxxx Xxxxx Phone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxx@xxxxxxxx.xxx If to the other Buyers, at the addresses shown on Schedule 23. (c) Each of the Agent, the Seller, the Buyers, and each of their Affiliates is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic Transmissions in connection with any Transaction Document and the transactions contemplated therein. The Seller hereby acknowledges and agrees that the use of Electronic Transmissions is not necessarily secure and that there are risks associated with such use, including risks of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby authorizing the transmission of Electronic Transmissions. (d) All uses of an E-System shall be governed by and subject to, in addition to this Section 23, separate terms and conditions posted or referenced in such E-System and related contractual obligations executed by the Agent, the Seller and the Buyers in connection with the use of such E-System. (e) All E-Systems and Electronic Transmissions shall be provided “as is” and “as available”. None of the Agent or any of its Affiliates warrants the accuracy, adequacy or completeness of any E-Systems or Electronic Transmission, and each disclaims all liability for errors or omissions therein. No warranty of any kind is made by the Agent or any of its Affiliates in connection with any E-Systems or Electronic Transmission, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects. The Agent, the Seller and the Buyers agree that the Agent has no responsibility for maintaining or providing any equipment, software, services or any testing required
![slide134](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha134.jpg)
MASTER REPURCHASE AGREEMENT – Signature Page 13312-786/M/I Financial Warehouse Facility EXECUTED as of the Effective Date. M/I FINANCIAL, LLC, an Ohio limited liability company, as Seller and Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President and Chief Executive Officer
![slide135](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha135.jpg)
MASTER REPURCHASE AGREEMENT – Signature Page 13312-786/M/I Financial Warehouse Facility JPMORGAN CHASE BANK, N.A., a national banking association, as Agent, Lead Arranger and a Buyer By: /s/ Xxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxxx Title: Authorized Officer
![slide136](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha136.jpg)
MASTER REPURCHASE AGREEMENT – Signature Page 13312-786/M/I Financial Warehouse Facility TRUIST BANK, as a Buyer By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Senior Vice President
![slide137](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha137.jpg)
MASTER REPURCHASE AGREEMENT – Signature Page 13312-786/M/I Financial Warehouse Facility THE HUNTINGTON NATIONAL BANK, as a Buyer By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Authorized Officer
![slide138](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha138.jpg)
MASTER REPURCHASE AGREEMENT – Signature Page 13312-786/M/I Financial Warehouse Facility FLAGSTAR BANK, N.A., a national banking association, as a Buyer By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Executive Vice President
![slide139](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha139.jpg)
EXHIBIT A, Form of Request/Confirmation – Page 1 13312-786/M/I Financial Warehouse Facility EXHIBIT A FORM OF REQUEST/CONFIRMATION To: JPMorgan Chase Bank, N.A., Agent 000 Xxxx Xxxxxx, 0xx Xxxxx Xxxxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxxxx X. Xxxxxxxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxxxx.x.xxxxxxxxxxx@xxxxxxxx.xxx And JPMorgan Chase Bank, N.A. Mortgage Warehouse Finance Operations Attn: MWF Operations Team TX1-0022 00000 Xxxx Xxxx, 0xx Xxxxx Xxxx Xxxxx, Xxxxx 00000 Attention: Xxxxxxx X. Xxxxx Phone: (000) 000-0000 Email: xxxxxxx.x.xxxxx@xxxxxxxx.xxx From: M/I Financial, LLC 0000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, Xxxx 00000 Attention: Xxxxx Xxxxxx Phone: 000-000-0000 Fax: 000-000-0000 Email: XXxxxxx@xxxxxxx.xxx Please refer to the Master Repurchase Agreement dated as of October 24, 2023 among M/I Financial, LLC (the “Seller”), the buyers from time-to-time party thereto (the “Buyers”) and JPMorgan Chase Bank, N.A., as agent to the Buyers (in such capacity, the “Agent”) (as it may have been or may hereafter be supplemented, amended, restated or otherwise modified from time to time, the “Current Repurchase Agreement”). Any term defined in the Current Repurchase Agreement and used in this request shall have the meaning given to it in the Current Repurchase Agreement. The Seller currently qualifies under the Current Repurchase Agreement for, and hereby requests, purchases of Eligible Loans as set forth below (the “Requested Purchases”) to be made on the following Purchase Date: ____________________, 20_____ (which must be a Business Day). Regular Transaction Swing Line Transaction Previous Day Aggregate Outstanding Purchase Price Purchase Price Advanced (Eligible Loans)
![slide140](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha140.jpg)
EXHIBIT A, Form of Request/Confirmation – Page 2 13312-786/M/I Financial Warehouse Facility Repurchase Price Paid Aggregate Outstanding Purchase Price After giving effect to the Requested Purchases, the Aggregate Outstanding Purchase Price will not exceed the Maximum Aggregate Commitment. The Seller has delivered to the Custodian today multiple Advance Files. All Mortgage Loans listed in such Advance Files and included in the foregoing calculations (the “Purchased Loans”) are Eligible Loans. For each of the Purchased Loans the representations set forth in Section 15.3 and 15.4 of the Current Repurchase Agreement are true and correct. Pursuant to the terms of the Current Repurchase Agreement and acknowledging and agreeing that new value, as that term is used in the New York Uniform Commercial Code, has been given in reliance thereon, the Seller hereby sells, negotiates and transfers to the Buyers the Mortgage Loans listed on the attached Schedule of Mortgage Loans. The Seller acknowledges that the Agent and the Buyers will rely on the truth of each statement in this Request/Confirmation and the Advance Files in purchasing the Purchased Loans referred to herein. The Purchase Prices for the Purchased Loans should be deposited in the Funding Account to be combined with Seller’s own funds in order to fund the origination of the Mortgage Loan or Mortgage Loans intended to be funded with the proceeds of the related Transaction as provided in, and subject to the terms and conditions of, the Current Repurchase Agreement. No Default has occurred under the Transaction Documents that has not been cured by the Seller or declared in writing by the Agent to have been waived in accordance with Section 22, and no Event of Default has occurred under the Transaction Documents that the Agent has not declared in writing to have been waived (in accordance with Section 22). There has been no material adverse change in any of the Central Elements in respect of the Seller since the date of the Seller’s most recent annual audited Financial Statements that have been delivered to the Agent and the Buyers. All items that the Seller is required to furnish to the Buyers, the Agent or the Custodian in connection with the Requested Purchases have been delivered in all respects as required by the Current Repurchase Agreement and the other Transaction Documents. All documentation described or referred to in the Advance Files conform in all material respects with all applicable requirements of the Current Repurchase Agreement and the other Transaction Documents. The Seller hereby warrants and represents to the Buyers and the Agent that none of the Purchased Loans has been sold to any Person other than the Buyers, is pledged to any Person other than the Agent, for the benefit of itself and the Buyers, or supports any borrowing or repurchase agreement funding other than purchases under the Current Repurchase Agreement. The undersigned Authorized Seller Representative hereby certifies that all of the Seller’s representations and warranties (a) in the Current Repurchase Agreement and all of the other Transaction Documents (except only to the extent that (i) such a representation or warranty speaks
![slide141](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha141.jpg)
EXHIBIT A, Form of Request/Confirmation – Page 3 13312-786/M/I Financial Warehouse Facility to a specific date or (ii) the facts on which a representation or warranty is based have been changed by transactions or conditions contemplated or expressly permitted by the Transaction Documents) and (b) in this request, are true and correct in all material respects on the date of this request; and that conditions to the Requested Purchases set forth in the Current Repurchase Agreement have been or will be satisfied contemporaneously herewith. M/I FINANCIAL, LLC By: Name: Title:
![slide142](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha142.jpg)
EXHIBIT B, Form of Compliance Certificate – Page 1 13312-786/M/I Financial Warehouse Facility EXHIBIT B FORM OF OFFICER’S CERTIFICATE WITH COMPUTATIONS TO SHOW COMPLIANCE OR NON-COMPLIANCE WITH CERTAIN FINANCIAL COVENANTS OFFICER’S CERTIFICATE AGENT: JPMorgan Chase Bank, N.A. SELLER: M/I Financial, LLC SUBJECT PERIOD: ______________ ended _____________, 20____ DATE: _________________, 20____ This certificate is delivered to the Agent and the Buyers under the Master Repurchase Agreement dated as of October 24, 2023 (as supplemented, amended or restated from time to time, the “Current Repurchase Agreement”), among the Seller, the Agent and the Buyers from time-to- time party thereto. Unless they are otherwise defined in this request, terms defined in the Current Repurchase Agreement have the same meanings here as there. The undersigned officer of the Seller certifies to the Agent that on the date of this certificate that: 1. The undersigned is an incumbent officer of the Seller, holding the title stated below the undersigned’s signature below. 2. The Seller’s Financial Statements that are attached to this certificate were prepared in accordance with the Approved Accounting Method (except that interim (i.e., other than annual) Financial Statements exclude notes to Financial Statements and statements of changes to stockholders’ equity and are subject to year-end adjustments) and (subject to the aforesaid proviso as to interim Financial Statements) present fairly and in all material respects the Seller’s financial condition and results of operations as of _________________ for that month or year (the “Subject Period”) and, in the case of monthly Financial Statements delivered pursuant to Section 16.2(a) of the Current Repurchase Agreement, for the year to that date. 3. The undersigned officer of the Seller supervised a review of the Seller’s activities during the Subject Period in respect of the following matters and has determined the following: (a) except to the extent that a representation or warranty speaks to a specific date, the representations and warranties of the Seller in the Current Repurchase Agreement and the other Transaction Documents are true and correct in all material respects, other than the changes, if any, described on the attached Annex A; (b) no event has occurred that could reasonably be expected to have a materially adverse effect on any of the Central Elements of the Seller;
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EXHIBIT B, Form of Compliance Certificate – Page 2 13312-786/M/I Financial Warehouse Facility (c) the Seller has complied with all of its obligations under the Transaction Documents, other than the deviations, if any, described on the attached Annex A; (d) no Default or Event of Default has occurred and is continuing, other than those Events of Default and/or Defaults, if any, described on the attached Annex A; (e) compliance by the Seller with the financial covenants in Section 16.18, of the Current Repurchase Agreement is accurately calculated on the attached Annex A; (f) the Seller has not changed its name, chief executive office, principal place of business or entity type without giving the Agent and each Buyer the notice required by Sections 17.10 of the Current Repurchase Agreement; and (g) the Seller was, as of the end of the Subject Period, in compliance with the applicable net worth requirements of, and in good standing with, CL, Xxxxxx Xxx, Xxxxxx Xxx, Freddie Mac and HUD. M/I FINANCIAL, LLC By: Name: Title:
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EXHIBIT B, Form of Compliance Certificate – Page 4 13312-786/M/I Financial Warehouse Facility Adjusted Tangible Net Worth: Tangible Net Worth (from above): $ _________________ Plus the lesser of (x) 1.00% times the Outstanding Principal Balances of the Seller’s Mortgage Loans with Servicing Rights and (y) capitalized value of Seller’s and its Subsidiaries’ Servicing Rights: $ _________________ Plus unpaid principal of Qualified Subordinated Debt of the Seller and its Subsidiaries: $ _________________ Plus the lesser of (x) 50% of the book value of Seller’s Mortgage Loans held for investment purposes net of their reserves against Mortgage Loan investment losses on that day and (y) Twenty Million Dollars ($20,000,000) Minus 50% of book value, net of related reserves, of Mortgage Loans held for investment and REO: $ _________________ Minus 50% of book value, net of related reserve, of other illiquid investments of the Seller and its Subsidiaries: $ _________________ Minus the book value of Seller’s Mortgage Loans held for investment purposes net of their reserves against Mortgage Loan investment losses on that day: $ _________________ ADJUSTED TANGIBLE NET WORTH: $ _________________
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EXHIBIT B, Form of Compliance Certificate – Page 5 13312-786/M/I Financial Warehouse Facility (b) Leverage Ratio. The Leverage Ratio as of the last day of the month ended ________________________ is ___ to 1.0 (the maximum ratio under Section 16.18(b) is 12.0 : 1.0). Total Liabilities: $ _________________ Plus off balance sheet debt: $ _________________ Minus loan loss reserves (if included in liabilities): $ _________________ Minus deferred taxes arising from capitalizing excess servicing fees: $ _________________ Minus operating leases: $ _________________ Minus Qualified Subordinated Debt: DEBT: $ _________________ Debt (from above): $ _________________ Adjusted Tangible Net Worth (from above): $ _________________ LEVERAGE RATIO: _______ : 1.00 (c) Liquidity. The Seller’s Liquidity, as of the last day of the month ended __________________, 20___ was $_____________ (the minimum under Section 16.18(c) is the greater of (i) three percent (3%) of its Marginable Assets on the last Business Day of the Subject Period or (ii) Ten Million Dollars ($10,000,000)). Liquidity Cash (including Cash Pledge Account balance but excluding other pledged cash to third parties and restricted cash): $ _________________ Plus Cash Equivalents: $ _________________ Plus Unfunded Purchase Price $ _________________ LIQUIDITY: $ _________________ (d) Net Income. As of the last day of the calendar month ended ______________, 20____, the Seller’s Net Income for the period of twelve (12) consecutive calendar months then ended was $______________ (the minimum under Section 16.18(d) is $1.00).
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EXHIBIT C, List of Subsidiaries of the Seller as of the Effective Date – Solo Page 13312-786/M/I Financial Warehouse Facility EXHIBIT C LIST OF SUBSIDIARIES OF THE SELLER AS OF THE EFFECTIVE DATE Subsidiary Place of organization States where qualified as a foreign organization The Seller’s percentage of capital stock or equity ownership M/I Title Agency, Ltd. Ohio Florida 100
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EXHIBIT D-1, Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Buyers) – Solo Page 13312-786/M/I Financial Warehouse Facility EXHIBIT D-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Buyers That Are Not Partnerships for U.S. Federal Income Tax Purposes) Reference is hereby made to the Master Repurchase Agreement dated as of October 24, 2023 (as supplemented, amended or restated, supplemented from time to time, the “Agreement”), among M/I Financial, LLC (the “Seller”), JPMorgan Chase Bank, N.A. (“JPMorgan Chase”), as a buyer and as agent for the other buyers party thereto from time to time (the “Agent”) and such other buyers (collectively with JPMorgan Chase, the “Buyers”). Pursuant to the provisions of Section 7 of the Agreement, the undersigned hereby certifies that: 1. It is the sole record and beneficial owner of the ownership interest in the Transaction(s) in respect of which it is providing this Certificate. 2. It is not a bank, as such term is used in Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). 3. It is not a ten percent (10%) shareholder of the Seller within the meaning of Section 871(h)(3) or 881(c)(3)(B) of the Internal Revenue Code. 4. It is not a controlled foreign corporation that is related to the Seller within the meaning of Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Agent and Seller with a certificate of its non-U.S. Person status on IRS Form [W-8BEN/ W-8BEN-E]. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Seller and the Agent, and (2) the undersigned shall have at all times furnished Seller and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. By: Name: Title: Date: ________________
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EXHIBIT D-2, Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Participants) – Solo Page 13312-786/M/I Financial Warehouse Facility EXHIBIT D-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes) Reference is hereby made to the Master Repurchase Agreement dated as of October 24, 2023 (as supplemented, amended or restated, supplemented from time to time, the “Agreement”), among M/I Financial, LLC (the “Seller”), JPMorgan Chase Bank, N.A. (“JPMorgan Chase”), as a buyer and as agent for the other buyers party thereto from time to time (the “Agent”) and such other buyers (collectively with JPMorgan Chase, the “Buyers”). Pursuant to the provisions of Section 7 of the Agreement, the undersigned hereby certifies that: 1. It is the sole record and beneficial owner of the participation in respect of which it is providing this certificate. 2. It is not a bank, as such term is used in Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). 3. It is not a ten percent (10%) shareholder of the Seller within the meaning of Section 871(h)(3) or 881(c)(3)(B) of the Internal Revenue Code. 4. It is not a controlled foreign corporation that is related to the Seller within the meaning of Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Buyer with a certificate of its non-U.S. Person status on IRS Form [W-8BEN/ W-8BEN-E]. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Buyer, and (2) the undersigned shall have at all times furnished such Buyer with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. By: Name: Title: Date: _________________
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EXHIBIT D-3, Form of U.S. Tax Compliance Certificate (Partnership Foreign Participants) – Solo Page 13312-786/M/I Financial Warehouse Facility EXHIBIT D-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships for U.S. Federal Income Tax Purposes) Reference is hereby made to the Master Repurchase Agreement dated as of October 24, 2023 (as supplemented, amended or restated, supplemented from time to time, the “Agreement”), among M/I Financial, LLC (the “Seller”), JPMorgan Chase Bank, N.A. (“JPMorgan Chase”), as a buyer and as agent for the other buyers party thereto from time to time (the “Agent”) and such other buyers (collectively with JPMorgan Chase, the “Buyers”). Pursuant to the provisions of Section 7 of the Agreement, the undersigned hereby certifies that: 1. It is the sole record owner of the participation in respect of which it is providing this certificate and its direct or indirect partners/members are the sole beneficial owners of such participation. 2. With respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). 3. None of its direct or indirect partners/members is a ten percent (10%) shareholder of the Seller within the meaning of Section 871(h)(3) or 881(c)(3)(B) of the Internal Revenue Code. 4. None of its direct or indirect partners/members is a controlled foreign corporation that is related to the Seller within the meaning of Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Buyer an IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN-E] or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W- 8BEN/ W-8BEN-E] from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Buyer, and (2) the undersigned shall have at all times furnished such Buyer with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. By: Name: Title: Date: _________________
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EXHIBIT D-4, Form of U.S. Tax Compliance Certificate (Partnership Foreign Buyers) – Solo Page 13312-786/M/I Financial Warehouse Facility EXHIBIT D-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Buyers That Are Partnerships for U.S. Federal Income Tax Purposes) Reference is hereby made to the Master Repurchase Agreement dated as of October 24, 2023 (as supplemented, amended or restated, supplemented from time to time, the “Agreement”), among M/I Financial, LLC (the “Seller”), JPMorgan Chase Bank, N.A. (“JPMorgan Chase”), as a buyer and as agent for the other buyers party thereto from time to time (the “Agent”) and such other buyers (collectively with JPMorgan Chase, the “Buyers”). Pursuant to the provisions of Section 7 of the Agreement, the undersigned hereby certifies that: 1. It is the sole record owner of the ownership interest in the Transaction(s) in respect of which it is providing this Certificate and its direct or indirect partners/members are the sole beneficial owners of such interest. 2. With respect to such interest, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). 3. None of its direct or indirect partners/members is a ten percent (10%) shareholder of the Seller within the meaning of Section 871(h)(3) or 881(c)(3)(B) of the Internal Revenue Code. 4. None of its direct or indirect partners/members is a controlled foreign corporation that is related to the Seller within the meaning of Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished to the Agent and the Seller an IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN-E] or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN-E] from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Seller and the Agent, and (2) the undersigned shall have at all times furnished Seller and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. By: Name: Title: Date: _________________
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EXHIBIT E, Form of Assignment and Assumption – Page 1 13312-786/M/I Financial Warehouse Facility EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Master Repurchase Agreement identified below (as amended, the “Repurchase Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Repurchase Agreement, as of the Effective Date inserted by the Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Buyer under the Repurchase Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Swing Line Transactions included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Buyer) against any Person, whether known or unknown, arising under or in connection with the Repurchase Agreement, any other documents or instruments delivered pursuant thereto or the Transactions governed thereby or in any way based on or related to any of the foregoing, including Purchased Loans, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the undivided ownership interest in Purchased Loans and the other rights and obligations sold and assigned pursuant to clause (i) above (the undivided ownership interest in Purchased Loans and all other rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. 1. Assignor: 2. Assignee: [and is a Buyer Affiliate of [identify Buyer]] 3. Seller: 4. Agent: JPMorgan Chase Bank, N.A., as the agent and representative of the Buyers under the Repurchase Agreement.
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EXHIBIT E, Form of Assignment and Assumption – Page 3 13312-786/M/I Financial Warehouse Facility [Consented to and] Accepted: JPMorgan Chase Bank, N.A., as Agent By: Title: [Consented to:] [NAME OF RELEVANT PARTY] By: Title:
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EXHIBIT F, Form of Repurchase and Indemnification Report – Page 1 13312-786/M/I Financial Warehouse Facility EXHIBIT F REPURCHASE / INDEMNIFICATION REPORT COMPANY NAME: M/I Financial, LLC DATE: ___________________, 20___ I. Repurchase / Indemnification Issues Exposure with All Investors: Repurchases UPB # of Loans Actual or Estimated Losses Open repurchase requests as of now Open repurchases that are being contested Repurchases settled in 20___ Repurchases settled YTD in 20___ Loan Loss Reserve balance as of period PRIOR to date of Financial Statements Provision (from P & L) for loan losses for period of Financial Statements Loan Loss Reserve settlements and transfers for the period of Financial Statements Loan Loss Reserve balance as of period of Financial Statements II. Loans Held for Investment Portfolio Detail as of: _________________ LHFI Unpaid Principal Balance Allowances for Loan Losses Net Book Value 1st Lien Performing 2nd Lien Performing 1st Lien Delinquent 2nd Lien Delinquent Total Portfolio III. REO Portfolio as of: _________________ # of Properties Cost Basis Reserves / Write Downs Net Book Value
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EXHIBIT F, Form of Repurchase and Indemnification Report – Page 2 13312-786/M/I Financial Warehouse Facility IN WITNESS WHEREOF, the undersigned has hereunto signed his/her name on _____________________, 20____. M/I FINANCIAL, LLC By: Name: Its:
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EXHIBIT G, Form of Repurchase Settlement Account Disbursement Request – Page 1 13312-786/M/I Financial Warehouse Facility EXHIBIT G FORM OF REPURCHASE SETTLEMENT ACCOUNT DISBURSEMENT REQUEST To: JPMorgan Chase Bank, N.A., Agent 000 Xxxx Xxxxxx, 0xx Xxxxx Xxxxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxxxx X. Xxxxxxxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxxxx.x.xxxxxxxxxxx@xxxxxxxx.xxx And JPMorgan Chase Bank, N.A. Mortgage Warehouse Finance Operations Attn: MWF Operations Team TX1-0022 00000 Xxxx Xxxx, 0xx Xxxxx Xxxx Xxxxx, Xxxxx 00000 Attention: Xxxxxxx X. Xxxxx Phone: (000) 000-0000 Email: xxxxxxx.x.xxxxx@xxxxxxxx.xxx From: M/I Financial, LLC 0000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, Xxxx 00000 Attention: Xxxxx Xxxxxx Phone: 000-000-0000 Fax: 000-000-0000 Email: XXxxxxx@xxxxxxx.xxx Please refer to the Master Repurchase Agreement dated as of October 24, 2023 among M/I Financial, LLC (the “Seller”), the buyers from time-to-time party thereto (the “Buyers”) and JPMorgan Chase Bank, N.A., as agent to the Buyers (in such capacity, the “Agent”) (as it may have been or may hereafter be supplemented, amended, restated or otherwise modified from time to time, the “Current Repurchase Agreement”). Any term defined in the Current Repurchase Agreement and used in this request shall have the meaning given to it in the Current Repurchase Agreement. Seller hereby represents and warrants to Agent that the amounts and sources of the funds currently in the Repurchase Settlement Account are set forth on the spreadsheet attached as Annex 1 hereto. Pursuant to Section 3.7 of the Current Repurchase Agreement, Seller hereby requests that Agent disburse the funds in the Repurchase Settlement Account in accordance with the instructions attached as Annex 2 hereto. Seller represents and warrants to Agent that all of the conditions to disbursement set forth in Section 3.7 of the Current Repurchase Agreement have been satisfied for this Repurchase Settlement Account Disbursement Request. Without limiting the foregoing, (i) no Default has occurred unless it has been either cured by the Seller or waived in writing by the Agent (acting with the requisite consent of the Buyers as
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EXHIBIT G, Form of Repurchase Settlement Account Disbursement Request – Page 2 13312-786/M/I Financial Warehouse Facility provided in this Agreement), (ii) no Event of Default has occurred unless it has been either cured by the Seller or waived in writing by the Agent (acting with the requisite consent of the Buyers as provided in this Agreement), (iii) no Margin Deficit exists that would not be eliminated by disbursements in accordance with such Repurchase Settlement Account Disbursement Request, and (iv) no Default or Event of Default or Margin Deficit will result from the making of the disbursements requested in such Repurchase Settlement Account Disbursement Request. There has been no material adverse change in any of the Central Elements in respect of the Seller since the date of the Seller’s most recent annual audited Financial Statements that have been delivered to the Agent and the Buyers. The undersigned Authorized Seller Representative hereby certifies that all of the Seller’s representations and warranties (a) in the Current Repurchase Agreement and all of the other Transaction Documents (except only to the extent that (i) such a representation or warranty speaks to a specific date or (ii) the facts on which a representation or warranty is based have been changed by transactions or conditions contemplated or expressly permitted by the Transaction Documents) and (b) in this request, are true and correct in all material respects on the date of this request. M/I FINANCIAL, LLC By: Name: Title:
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EXHIBIT G, Form of Repurchase Settlement Account Disbursement Request – Page 3 13312-786/M/I Financial Warehouse Facility ANNEX 1 AMOUNTS AND SOURCES OF FUNDS
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EXHIBIT G, Form of Repurchase Settlement Account Disbursement Request – Page 4 13312-786/M/I Financial Warehouse Facility ANNEX 2 DISBURSEMENT INSTRUCTIONS
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SCHEDULE AI, Approved Investors – Page 1 13312-786/M/I Financial Warehouse Facility SCHEDULE AI APPROVED INVESTORS LIST 1. Amerihome 2. Xxxxxx Xxx 3. Fifth Third Bank 4. Xxxxxxx Mac 5. Freedom Mortgage 6. Xxxxxx Xxx 7. JPMorgan Chase Bank 8. Lakeview Loan Servicing 9. Xx. Xxxxxx 10. NewRez, LLC 11. PennyMac 12. PHH 13. The Huntington National Bank 14. Truist Bank 15. U.S. Bank National Association
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SCHEDULE AR, Authorized Seller Representatives List Effective as of October 24, 2023 – Solo Page 13312-786/M/I Financial Warehouse Facility SCHEDULE AR AUTHORIZED SELLER REPRESENTATIVES (LIST EFFECTIVE AS OF OCTOBER 24, 2023) Xxxxx X. Xxxxxx, Chief Executive Officer, President Xxxxxxx X. Creek, Executive Vice President, Chief Financial Officer Xxxxx X. Xxxxxx, Senior Vice President, Chief Legal Officer, and Secretary Xxxx Xxxxxxxxxx, Vice President, Treasurer Xxxxxxxxx Xxxxxxxx, Senior Vice President – Corporate Operations
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SCHEDULE AS, Asset Schedule Fields – Page 1 13312-786/M/I Financial Warehouse Facility SCHEDULE AS ASSET SCHEDULE FIELDS The Asset Schedule shall include the following fields, accurately completed for each Mortgage Loan proposed to be sold to the Buyers: Loan Number Primary Borrower Last Name Primary Borrower First Name Property Address Property City Property State Property Zip Property County Note Amount Investor Commitment Number Commitment Price Commitment Expiration Original LTV Original CLTV Interest Rate Mortgage Date Primary SSN Secondary SSN Coborrower Last Name Coborrower First Name Primary Borrower DOB DU/LP Approval Number Warehouse Amount Loan Term Loan Purpose DTI Product Lien Type Balloon Flag Property Type Occupancy Code Borrower Mid FICO Score Coborrower Mid FICO Score Units MIN Primary Borrower Current Address
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SCHEDULE AS, Asset Schedule Fields – Page 2 13312-786/M/I Financial Warehouse Facility Primary Borrower Current City Primary Borrower Current State Primary Borrower Current Zip Wire Comments Payee Name Payee Address Payee City Payee State Payee Zip Payee Bank Name Funding Type Payee Account Number ABA Number Funding Amount Further Credit Bank Name or ABA Further Credit Account Number Amortization Type Document Type Mortgage Insurance First Payment Due Maturity Date Prepay Months Prepayment Penalty Description Sales Price Margin Ceiling / Max Rate First ARM Cap Period ARM Cap Next Rate Adjustment Next Payment Adjustment Frequency Payment Adjustment ARM Index Closing Agent Phone Number Number of Borrowers Program Description Escrow Indicator / Impound Balance Annual Income Fixed Period Interest Rate Adjustment Frequency Interest Only Term Full Appraisal Type Self-Employed Flag Collateral Type
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SCHEDULE AS, Asset Schedule Fields – Page 3 13312-786/M/I Financial Warehouse Facility AVM Model 1st Lien Type Program Code LPMI % Fee Agency Program Such other fields as the Agent requires from time to time in its sole discretion with notice to the Seller
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SCHEDULE BC, Buyers’ Committed Sums – Solo Page 13312-786/M/I Financial Warehouse Facility SCHEDULE BC BUYERS’ COMMITTED SUMS (in dollars) From October 24, 2023 through and including November 10, 2023 Buyer Committed Sum JPMorgan Chase Bank, N.A. $81,000,000 Truist Bank $63,000,000 Flagstar Bank, N.A. $63,000,000 The Huntington National Bank $63,000,000 Maximum Aggregate Commitment: $270,000,000 From November 11, 2023 through and including February 9, 2024 Buyer Committed Sum JPMorgan Chase Bank, N.A. $90,000,000 Truist Bank $70,000,000 Flagstar Bank, N.A. $70,000,000 The Huntington National Bank $70,000,000 Maximum Aggregate Commitment: $300,000,000 From February 10, 2024 through and including September 17, 2024 Buyer Committed Sum JPMorgan Chase Bank, N.A. $72,000,000 Truist Bank $56,000,000 Flagstar Bank, N.A. $56,000,000 The Huntington National Bank $56,000,000 Maximum Aggregate Commitment: $240,000,000 From September 18, 2024 until the Termination Date Buyer Committed Sum JPMorgan Chase Bank, N.A. $81,000,000 Truist Bank $63,000,000 Flagstar Bank, N.A. $63,000,000 The Huntington National Bank $63,000,000 Maximum Aggregate Commitment: $270,000,000
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SCHEDULE JML, Jumbo Mortgage Loan Criteria – Page 1 13312-786/M/I Financial Warehouse Facility SCHEDULE JML JUMBO MORTGAGE LOAN CRITERIA
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SCHEDULE JML, Jumbo Mortgage Loan Criteria – Page 2 13312-786/M/I Financial Warehouse Facility
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SCHEDULE PLD, List of Primary Loan Documents – Solo Page 13312-786/M/I Financial Warehouse Facility SCHEDULE PLD LIST OF PRIMARY LOAN DOCUMENTS The following are the Primary Loan Documents for Purchased Loans: (a) (i) if the applicable Mortgage Loan is a Wet-Ink Mortgage Loan, the original Mortgage Note, bearing all intervening endorsements to negotiate it from the original payee named therein to the Seller and endorsed by the Seller as follows: Pay To The Order Of Without Recourse ____________________ ________________________ [signature] [name, title] (ii) If the applicable Mortgage Loan is an eMortgage Loan, the eNote evidencing such eMortgage Loan, which eNote shall satisfy all requirements of paragraphs (16) and (24) of the definition of Eligible Loan. (b) the recorded original or a Certified Copy of the power of attorney for each maker of the Mortgage Note who (if any) did not personally execute the Mortgage Note and for whom the Mortgage Note was executed by an attorney-in-fact; (c) the recorded original or a Certified Copy of the Mortgage securing such Mortgage Note; (d) originals or Certified Copies of all intervening assignments (if any) reflecting a complete chain of assignment of such Mortgage from the original mortgagee to the Seller; provided that intervening assignments are not required for any Mortgage that has been originated in the name of MERS and registered under the MERS System; and (e) the signed original of a Mortgage Assignment assigning the Mortgage in blank in a form that is complete so as to be recordable in the jurisdiction where the Mortgaged Premises are located without the need for completion of any blanks or supplying of any other information; provided that no Mortgage Assignment is required for any Mortgage that has been originated in the name of MERS and registered under the MERS System with JPMorgan Chase as “Gestation- Warehouse Lender”.
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SCHEDULE DQ, Disqualifiers – Page 1 13312-786/M/I Financial Warehouse Facility SCHEDULE DQ DISQUALIFIERS “Disqualifier” means any of the following events; after the occurrence of any Disqualifier, unless it shall have been waived or cured in writing in accordance with the terms of the Agreement, the Market Value of the affected Purchased Loan shall be deemed to be zero, and the Agent shall be deemed to have marked such Purchased Loan to market: 1. Any event occurs, or is discovered to have occurred, after which the affected Purchased Loan fails to satisfy any element of the definition of “Eligible Loan”. 2. In respect of any Purchased Loan, for any reason whatsoever any of the Seller’s special representations concerning Purchased Loans set forth in Section 15.3 applicable to that type of Purchased Loan shall become untrue, or shall be discovered to be untrue, in any respect. 3. Any Purchased Loan shall become In Default or with respect to which the Customer has made a formal written request for, and/or the Seller has granted, forbearance of some or all of Customer’s payment obligations thereunder. 4. The Wet Loan Period for such Purchased Loan shall have elapsed after the Purchase Date upon which a Wet Loan has been sold to the Buyers without all of the Wet Loan’s Primary Loan Documents having been received by the Custodian. 5. For any Purchased Loan, any Primary Loan Document shall have been sent to the Seller or its designee for correction, collection or other action and shall not have been returned to the Custodian on or before twenty-one (21) days after it was so sent to the Seller. 6. Any Purchased Loan shall be assumed by (or otherwise become the liability of), or the real property securing it shall become owned by, any corporation, partnership or any other entity that is not a natural person or a trust for natural persons unless payment in full of such Purchased Loan is guaranteed by a natural person. The Agent, the Buyers and the Custodian may rely on the Seller’s representation and warranty that no Purchased Loans have been so assumed by (or otherwise become the liability of) such a Person except as otherwise specified by written notice(s) to the Custodian. 7. Any Purchased Loan shall be assumed by (or otherwise become the liability of), or the real property securing it shall become owned by, an Affiliate of the Seller or any of the Seller’s or its Affiliates’ directors, members or appointed officers, provided, however, nothing herein shall be deemed to disqualify any Purchased Loans made to an employee or officer of Seller in the ordinary course of Seller’s business. The Agent, the Buyers and the Custodian may rely on the Seller’s representation and warranty that no Purchased Loans have been so assumed by (or otherwise become the liability of) such a Person except as otherwise specified by written notice(s) to the Custodian.
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SCHEDULE DQ, Disqualifiers – Page 2 13312-786/M/I Financial Warehouse Facility 8. Any Purchased Loan shipped to an Approved Investor shall not be paid for or returned to the Custodian or the Agent (whichever shipped it) on or before forty-five (45) days after it is shipped. 9. More than sixty (60) days shall have elapsed since the Purchase Date of any Purchased Loan which is not an Aged Mortgage Loan or more than ninety (90) days shall have elapsed since the Purchase Date of any Aged Mortgage Loan. 10. Any Purchased Loan that is shipped to the Seller for correction of one or more Primary Loan Documents when the Market Value of all Purchased Loans so shipped to the Seller exceeds five percent (5%) of the Maximum Aggregate Commitment (or such greater amount as approved by the Agent in its sole discretion). 11. The terms and conditions of any Purchased Loan has been amended, modified or waived (except to correct errors or omissions in Loan Documents), or any claim in respect of any Purchased Loan has been settled or compromised, or Seller has accepted other than cash or the exchange of comparable Purchased Loans (which is concurrently sold by the Seller to the Buyers) in liquidation of any Purchased Loan, in each case without the written consent of the Agent given on a case-by-case basis.
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SCHEDULE EL, Eligible Loans – Page 1 13312-786/M/I Financial Warehouse Facility SCHEDULE EL ELIGIBLE LOANS “Eligible Loans” means Single-family Loans that are amortizing Agency Mortgage Loans, Government Mortgage Loans, Jumbo Mortgage Loans, Non-Chase Jumbo Mortgage Loans, State Bond Mortgage Loans, RHS Mortgage Loans, Investment Property Mortgage Loans, Aged Mortgage Loans, Low FICO Mortgage Loans, and Wet Loans of a type previously listed, in each case, that satisfy all criteria for Eligible Loans set forth on this Schedule EL and are not subject to a Disqualifier. Each Mortgage Loan must be secured by a first priority Lien (subject only to Permitted Encumbrances) on its related Mortgaged Premises. It may bear interest at a fixed interest rate, at a fluctuating interest rate or at a fixed or fluctuating interest rate for part of its term followed, respectively, by a fluctuating or fixed interest rate for the remainder of its term. No Mortgage Loan shall be an Eligible Loan at any time: (1) If the Mortgaged Premises securing it is a mobile home, manufactured housing, or cooperative housing unit. (2) That contains or is otherwise subject to any contractual restriction or prohibition on the free transferability of such Mortgage Loan, all Liens securing it and all related rights (other than Legal Requirements requiring notification to its Customer(s) of any transfer of it or of its servicing or administration), either absolutely or as security. (3) If any of its owners-mortgagors is a corporation, partnership or any other entity that is not a natural person or a trust for natural persons unless its full payment when due is guaranteed by a natural person. (4) If any of its owner-mortgagors is an Affiliate of the Seller or any of the Seller’s or any such Affiliate’s directors, members or appointed officers; provided, however, nothing herein shall be deemed to disqualify any Purchased Loans made to an employee or officer of the Seller in the ordinary course of the Seller’s business. (5) Whose related Mortgaged Premises are not covered by a Hazard Insurance Policy. (6) That is a construction, rehabilitation or commercial loan. The Agent, the Buyers and the Custodian may rely on the Seller’s representation and warranty that no Purchased Loan is such a loan. (7) Where the Mortgage Note evidencing such Mortgage Loan (i) was not executed by a bona fide third person who had capacity to contract, or (ii) matures more than thirty (30) years from the date thereof. (8) That was originated more than thirty (30) days before its Purchase Date. (9) That is In Default or ever was In Default. (10) That contains any term or condition such that the repayment schedule results in the outstanding principal balance increasing over time, rather than amortizing, whether or not such
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SCHEDULE EL, Eligible Loans – Page 2 13312-786/M/I Financial Warehouse Facility Mortgage Loan is deemed to be an “option ARM”, “reverse mortgage”, “negative amortization” or “graduated payment” loan. The Agent, the Buyers and the Custodian may rely on the Seller’s representation and warranty that any Mortgage Loan duly sold to the Buyers amortizes over time. (11) In connection with the origination of which a policy of single-premium life insurance on the life of a mortgagor, borrower or guarantor was purchased. (12) That (i) is subject to the special Truth-in-Lending disclosure requirements imposed by Section 32 of Regulation Z of the Federal Reserve Board (12 C.F.R. § 226.32) or any similar state or local Legal Requirement relating to high interest rate credit or lending transactions or (ii) contains any term or condition, or involves any loan origination practice, that (a) has been defined as “high cost”, “high risk”, “predatory”, “covered”, “threshold” or a similar term under any such applicable federal, state or local law, (b) has been expressly categorized as an “unfair” or “deceptive” term, condition or practice in any such applicable federal, state or local law (or the regulations promulgated thereunder) or (c) by the terms of such Legal Requirement exposes assignees of Mortgage Loans to possible civil or criminal liability or damages or exposes any Buyer or the Agent to regulatory action or enforcement proceedings, penalties or other sanctions. The Agent, the Buyers and the Custodian may rely on the Seller’s representation and warranty that no Purchased Loan is such a loan. (13) That the Seller or any Affiliate has previously warehoused with any other Person, whether under a lending arrangement or an arrangement involving a sale in contemplation of a subsequent further sale to (or securitization by) a secondary mortgage market purchaser (other than the existing mortgage warehousing facility with Comerica Bank), whether with or without the Seller’s having any conditional repurchase or other recourse obligation, and that was rejected or became ineligible or disqualified to be lent against or purchased and held by such other Person. The Agent, the Buyers and the Custodian may rely on the Seller’s representation and warranty that no Purchased Loan is such a loan. (14) That the Seller or any Affiliate sold and transferred, or attempted to sell and transfer, to any other Person. (15) That has a Loan to Value ratio in excess of (a) one hundred five percent (105%) in the case of an Agency Mortgage Loan, a Government Mortgage Loan or a State Bond Mortgage Loan; (b) one hundred two and forty-one thousandths percent (102.041%) in the case of an RHS Mortgage Loan or (c) in the case of a Jumbo Mortgage Loan the applicable maximum Loan to Value specified on Schedule JML (or, in each case, such other percentage determined by the Agent in its sole discretion and specified in a written notice from the Agent to the Seller from time to time); (16) In the case of an eMortgage Loan, unless Seller shall have caused (i) the Authoritative Copy of the related eNote to be delivered to the eVault via a secure electronic file, (ii) the Controller status of the related eNote to be transferred to the Custodian, (iii) the Location status of the related eNote to be transferred to the Custodian, (iv) the Delegatee status of the related eNote to remain blank, in each case using MERS eDelivery and the MERS eRegistry, (v) the Master Servicer Field of the related eNote to remain blank until being changed to Seller or other
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SCHEDULE EL, Eligible Loans – Page 3 13312-786/M/I Financial Warehouse Facility servicer approved by Agent in connection with a Transfer of Control of the eNote to an Approved Investor, and (vi) the Subservicer Field of the related eNote to remain blank. (17) Unless all of the Seller’s right, title and interest in and to the Purchased Loan is subject to a first priority perfected security interest in favor of the Agent for the benefit of the Buyers subject to no other liens, security interests, charges or encumbrances other than the Seller’s right to repurchase the Purchased Loan hereunder and other Permitted Encumbrances with respect to the related Mortgaged Premises. (18) Unless all the representations and warranties set forth in this Agreement, including, without limitation, Section 15.3 and Schedule 15.3, are true and correct with respect to such Purchased Loan at all times on and after the related Purchase Date through the applicable Repurchase Date. (19) That is not covered by an Investor Commitment or Hedge Agreement. (20) That has an original term to stated maturity of more than thirty (30) years. (21) As to which any Disqualifier applies. (22) That was previously a Purchased Loan (except as a Wet Loan or as any type of Mortgage Loan that can, with seasoning, become an Aged Mortgage Loan in accordance with the terms hereof). (23) A Second Mortgage Loan, a Non-QM Mortgage Loan or a TPO Loan, a subprime Mortgage Loan or alt-A Mortgage Loan or an “Expanded Approval” loan or a similar loan such as is described in the applicable Agency’s eligibility certification. (24) In the case of an eMortgage Loan, unless (i) the related eNote contains the Agency- Required eNote Legend; (ii) the eNote bears a digital or electronic signature; (iii) the Hash Value of the eNote indicated in the MERS eRegistry matches the Hash Value of the eNote as reflected in the eVault; (iv) there is a single Authoritative Copy of the eNote and such single Authoritative Copy is held in the eVault; (v) the Location status of the eNote on the MERS eRegistry reflects the MERS Org ID of the Custodian; (vi) the Controller status of the eNote on the MERS eRegistry reflects the MERS Org ID of the Custodian; (vii) the Secured Party status of the eNote on the MERS eRegistry reflects the MERS Org ID of the Custodian, or is blank and the Secured Party Delegatee status of the eNote on the MERS eRegistry is blank; (viii) the Delegatee status of the eNote on the MERS eRegistry is blank; (ix) the Master Servicer Field of the related eNote on the MERS eRegistry is blank until being changed to Seller or other servicer approved by Agent in connection with a Transfer of Control of the eNote to an Approved Investor, and the Subservicer Field of the related eNote is blank; (x) no Control Failure has occurred or exists with respect to such eNote; (xi) the eNote is a valid and enforceable Transferable Record; (xii) the Custodian has Control of the eNote evidencing such eMortgage Loan, and there is no defect with respect to the eNote that would result in the Custodian having less than full rights, benefits and defenses of Control of the eNote; (xiii) the single Authoritative Copy of the eNote is maintained electronically and has not been papered-out, nor is there another paper representation of such eNote; and (xiv) the Custodian shall have entered into an Approved Investor Agreement with the Approved Investor
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SCHEDULE EL, Eligible Loans – Page 4 13312-786/M/I Financial Warehouse Facility that will purchase such eNote, and such Approved Investor Agreement shall be in full force and effect. (25) Any Mortgage Loan with respect to which the Customer has made a formal written request for, and/or the Seller has granted, forbearance of some or all of Customer’s payment obligations thereunder.
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SCHEDULE FC, File Contents – Page 1 13312-786/M/I Financial Warehouse Facility SCHEDULE FC FILE CONTENTS (a) With respect to each Purchased Loan, the Mortgage Note must be included in its File as follows: the original Mortgage Note bearing all intervening endorsements, or in the event an intervening endorsement is missing bearing an allonge in place of such missing intervening endorsement, endorsed in blank and signed in the name of the Last Endorsee, which must be the Seller, by an Authorized Seller Representative or officer of the Seller, or if the original Mortgage Note is not available, a copy of the original Mortgage Note accompanied by a lost note affidavit of the Seller, appropriately changed to fit the circumstances; (b) with respect to each Purchased Loan, the following documents constitute, and to the extent required by the following provisions, must also be included in, its File: (i) with respect to each MERS Designated Mortgage Loan, the original or a copy of the Mortgage with evidence of recording thereon; or if such MERS Designated Mortgage Loan (x) was a MOM Loan at origination, a copy of the original Mortgage having on its face both such Mortgage’s MIN and language indicating that the Mortgage Loan is a MOM Loan or (y) was not a MOM Loan at origination, the original or a copy of (1) the Mortgage, (2) its MIN and (3) its assignment to MERS and the originals or copies of all intervening assignments, if any, in each case with evidence of recording thereon; (ii) except with respect to a MOM Loan, an original Mortgage Assignment, in blank in the name of the Last Endorsee; (iii) the originals or copies of all intervening Mortgage Assignments, if any, in each case with evidence of recording thereon, showing an unbroken chain of title from its originator to the Last Endorsee; provided that Custodian shall have no duty or obligation to inquire or verify whether any such documents exist; (iv) the originals or copies of all assumption, modification, consolidation or extension agreements, if any; provided that the Custodian shall have no duty or obligation to inquire or verify whether any such documents exist; (v) the originals or copies of all powers of attorney or similar instruments, if applicable; provided that the Custodian shall have no duty or obligation to inquire or verify whether any such documents exist; and (vi) the originals or copies of all guaranties, security agreements, chattel mortgages or other supporting agreements, if any, with respect to or supporting repayment of such Purchased Loans; provided that the Custodian shall have no duty or obligation to inquire or verify whether any such documents exist; provided that, as to the documents listed in clauses (b)(i) and (b)(iii) above that have been delivered or are being delivered to governmental recording offices for recording and have not been returned to Seller in time to permit their delivery hereunder, in lieu of delivering such original documents, Seller may deliver to Custodian a true copy of each, certified by the related title agent or closing
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SCHEDULE FC, File Contents – Page 2 13312-786/M/I Financial Warehouse Facility attorney that closed such Purchased Loan or by an Authorized Seller Representative (which certification may be stamped on the document or affixed to the document as a separate certification), and such Person shall deliver such original documents to Custodian promptly after they are received. 1. Notwithstanding any provision of this Agreement to the contrary, with respect to any File document of which this Agreement allows the Seller to deliver to the Custodian a copy in lieu of the original (such documents, the “Copy-permitted Documents”), the Seller may deliver such Copy-permitted Documents via a secure electronic portal established by the Seller and the Custodian to which only the Custodian, the Seller and the Agent have access (the “Portal”). 2. The Custodian shall download the Copy-permitted Documents from the Portal and retain them in electronic format in a password protected electronic directory that employs such physical, electronic and procedural safeguards as are reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, the Portal and such Copy-permitted Documents as the Custodian employs for its own electronic portals and confidential information of a similar nature (the “Secure Directory”). 3. The Secure Directory shall be accessed by the Custodian only for the purpose of reviewing the Copy-permitted Documents as part of the Custodian’s review of the File pursuant to this Agreement and the Custodian shall have no other duties with respect to such Copy-permitted Documents except as expressly stated herein. 4. The Seller shall be deemed to warrant and represent to the Agent at the time of its delivery to the Custodian that the copy of each document that the Seller delivers to the Custodian pursuant to this Agreement, whether via the Portal or by physical delivery, is a true, correct and complete copy of the original of that document. 5. The Custodian shall retain the Copy-permitted Documents so furnished for each Purchased Loan in the Secure Directory for a period of not less than six (6) months following the date that the Custodian receives notice from Agent that the related Mortgage Loan is no longer a Purchased Loan. As used herein, the following capitalized terms have the following meanings; any capitalized term used herein, but not defined shall have the meaning ascribed to it in the Agreement: “Last Endorsee” means with respect to each Purchased Loan and its related File, the last Person to whom such Mortgage Loan or the referenced Loan Document were assigned, or to whom the related Mortgage Note, was endorsed, as applicable. “MOM Loan” means a MERS Designated Mortgage Loan that was registered on the MERS System at the time of its origination and for which MERS appears as the record mortgagee or beneficiary on the related Mortgage. “MIN” means the unique eighteen-digit mortgage identification number permanently assigned to each MERS Designated Mortgage Loan.
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SCHEDULE RP, Review Procedures – Page 1 13312-786/M/I Financial Warehouse Facility SCHEDULE RP REVIEW PROCEDURES This Schedule sets forth the Custodian’s review procedures for each item listed below delivered by the Seller pursuant to this Agreement. Capitalized terms defined in the Agreement and used, but not defined differently, in this Schedule have the same meanings here as there. (a) With respect to each Purchased Loan, the Custodian shall confirm that all of the documents that the Agreement requires to be included in the File delivered to the Custodian are in fact in the File held by the Custodian. (b) With respect to each Purchased Loan, the Custodian shall confirm that: (i) the Mortgage Note and the Mortgage each appears to bear an original signature or signatures purporting to be the signature or signatures of the Person or Persons named as the maker and Customer or grantor, or in the case of copies of the Mortgage permitted under the definition of File, that such copies bear a reproduction of such signature; (ii) the original principal amount of the Mortgage Note is the same as the original principal amount stated on the related Mortgage and in the related Asset Schedule; (iii) for each Purchased Loan, the mortgagee on the Mortgage is the same as the payee on the Mortgage Note; (iv) the Mortgage contains a legal description other than address, city and state and has evidence of recording thereon; (v) the notary section (acknowledgment) is present and attached to the related Mortgage, and is signed; (vi) the Mortgage Note is endorsed in blank by the named holder or payee thereof and the Mortgage Note bears original endorsements that complete the unbroken chain of ownership from the original holder or payee to the last endorsee; (vii) if and to the extent applicable, each original Mortgage Assignment and any intervening mortgage assignment appears to bear the original signature of the named mortgagee or beneficiary including any subsequent assignors (and any other necessary party), or in the case of copies permitted under the definition of File, that such copies appear to bear a reproduction of such signature of signatures, and the intervening mortgage assignments evidence a complete chain of assignment and transfer of the related Mortgage from the originating Person to the last endorsee or, in the case of a MERS Designated Mortgage Loan to MERS; (viii) the date of each intervening assignment of the Mortgage is on or after the date of the related Mortgage and/or the immediately preceding assignment, as the case may be;
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SCHEDULE RP, Review Procedures – Page 2 13312-786/M/I Financial Warehouse Facility (ix) the notary section (acknowledgment) is present and attached to each intervening assignment of the Mortgage and is signed; (x) based upon a review of the Mortgage Note, (A) the Customer name, (B) the Mortgaged Premises address (including street address, city, state and zip code), (C) the original principal amount of the Mortgage Note, and (D) the maturity date stated on the Mortgage Note, corresponds accurately to such information set forth in the related Asset Schedule delivered by the Seller to the Custodian; (xi) in the case of the title policy, the form of the document in the file (original, commitment, certified copy, duplicate original, missing, etc.); and (xii) in the case of the Power of Attorney (“POA”), (A) if the Mortgage and/or Mortgage Note, is signed by an attorney-in-fact, that the related POA is in the File and that such POA was executed on or prior to the date the related mortgage documents were executed; and (B) if there is a POA in the File, that the POA is notarized.
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SCHEDULE 1.2, Deposit Accounts – Solo Page 13312-786/M/I Financial Warehouse Facility SCHEDULE 1.2 DEPOSIT ACCOUNTS Funding Account 691319799 Operating Account 691319807 Cash Pledge Account 691319815 Repurchase Settlement Account 691319823 Escrow Account Bank: Huntington National Bank ABA No.: 0000-000-000 Account Name: M/I Financial, LLC Account No.: 01892748838 Income Account Bank: Huntington National Bank ABA No.: 0000-000-000 Account Name: M/I Financial, LLC Account No.: 01892748838
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SCHEDULE 15.2(f), Material Adverse Changes and Contingent Liabilities – Solo Page 13312-786/M/I Financial Warehouse Facility SCHEDULE 15.2(f) MATERIAL ADVERSE CHANGES AND CONTINGENT LIABILITIES None.
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SCHEDULE 15.2(g), Pending Litigation – Solo Page 13312-786/M/I Financial Warehouse Facility SCHEDULE 15.2(g) LITIGATION None.
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SCHEDULE 15.2(n), Existing Liens – Solo Page 13312-786/M/I Financial Warehouse Facility SCHEDULE 15.2(n) EXISTING LIENS None.
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SCHEDULE 15.2(s), Compliance Information – Solo Page 13312-786/M/I Financial Warehouse Facility SCHEDULE 15.2(s) COMPLIANCE INFORMATION Correct Legal Name Address Type of Organization Jurisdiction of Organization Tax identification number and other identification numbers M/I Financial, LLC 0000 Xxxxx Xxxxxx Xxxxx 000 Xxxxxxxx, XX 00000 Limited Liability Company Ohio 00-0000000
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SCHEDULE 15.3, Special Representations and Warranties with Respect to Each Purchased Loan – Page 1 13312-786/M/I Financial Warehouse Facility SCHEDULE 15.3 SPECIAL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO EACH PURCHASED LOAN With respect to each Mortgage Loan, (i) as of the Purchase Date for the purchase of any Purchased Loans and as of the Effective Date of this Agreement and any Transaction hereunder, and (ii) at all times while the Transaction Documents or any Transaction hereunder is in force and effect, the Seller represents and warrants to the Agent and the Buyers that each of the statements set forth as lettered items of this Schedule 15.3 is true and correct in all material respects. For purposes of this Schedule 15.3 and the representations and warranties set forth herein, a breach of a representation or warranty shall be deemed to have been cured with respect to a Mortgage Loan if and when the Seller has taken or caused to be taken action such that the event, circumstance or condition that gave rise to such breach no longer adversely affects such Mortgage Loan. With respect to each representation and warranty below that is made to the best of the Seller’s knowledge, if it is discovered by the Seller, the Agent or any Buyer that the substance of such representation and warranty is inaccurate, notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty (if Agent shall determine that a Purchased Loan is not an Eligible Loan because of the inaccuracy of such a representation or warranty, Agent will give Seller written notice specifying the affected Purchased Loan or Loans). (a) Mortgage Loans as Described. The information set forth in the related Advance File is complete, true and correct as of the related Purchase Date. (b) Valid First Lien. The Mortgage is properly recorded (or, as to newly-originated Mortgage Loans, is in the process of being recorded) and is a valid, existing and enforceable first Lien with respect to each Mortgage Loan that is indicated by the Seller to be a first Lien on the Mortgaged Premises, including all improvements on the Mortgaged Premises, free and clear of all adverse claims, and Liens having priority over the Lien of the Mortgage, subject only to (i) the Lien of current real property taxes and assessments not yet delinquent, (ii) exceptions, covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording being acceptable to mortgage lending institutions generally and specifically referred to in the lender’s title insurance policy delivered to the Seller and that do not adversely affect the purchase by, or the purchase price to be paid by, the Approved Investor, and (iii) other matters to which like properties are commonly subject that do not individually or in the aggregate materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Premises. Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, existing and enforceable first lien and first priority security interest securing the related Mortgage Loan on the property described therein and the Seller has full right to sell and assign the related Collateral to the Agent for the benefit of the Buyers. (c) Validity of Mortgage Documents. With respect to each Mortgage Loan, the Seller or its designee has in its possession all Servicing Records (including for each eMortgage Loan, the eClosing Transaction Record) except for those Servicing Records that the Seller has disclosed to
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SCHEDULE 15.3, Special Representations and Warranties with Respect to Each Purchased Loan – Page 2 13312-786/M/I Financial Warehouse Facility the Agent are outstanding. The Mortgage Note and the related Mortgage are original and genuine, or in the case of an eNote, the copy of the eNote transmitted to the Custodian’s eVault is the Authoritative Copy and the tamper-seal on the eNote matches the tamper-seal stored on the MERS eRegistry, and each is the legal, valid and binding obligation of the Customer thereof, enforceable in all respects in accordance with its terms except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law, and the Seller has taken all action required by this Agreement or requested by Agent to transfer such rights of enforceability to the Custodian, for the benefit of the Buyers. Neither the operation of any of the terms of any Mortgage or Mortgage Note, nor the proper exercise by any holder of any right thereunder, will render the Mortgage or Mortgage Note unenforceable, in whole or in part, or subject to any right of rescission, setoff, counterclaim or defense, and no such right of rescission, setoff, counterclaim or defense has been asserted with respect thereto. All parties to the Mortgage Note and the Mortgage had the legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties. All items required to be delivered pursuant to this Agreement shall be delivered to the Custodian within the time frames set forth in this Agreement, and if a document is delivered in imaged format, such images must be of sufficient quality to be readable and able to be copied. There is only one original executed Mortgage Note (or, in the case of an eNote, only one Authoritative Copy of the eNote, and each other copy of the eNote is readily identifiable as a copy that is not the Authoritative Copy of the eNote) with respect to such Mortgage Loan, and, if an eMortgage Loan, the Customer only signed the eNote at origination and did not also execute an original Paper Record. Without the Agent’s prior written consent, the Seller has not amended or modified the Loan Documents, or waived any term or condition of them, or settled or compromised any claim in respect of any item of the Purchased Loans, any related rights or any of the Loan Documents, except only such amendments, modifications, waivers, settlements or compromises, if any, that (a) do not (i) affect the amount or timing of any payment of principal or interest payable with respect to such Purchased Loan, (ii) extend its scheduled maturity date, modify its interest rate or constitute a cancellation or discharge of its outstanding principal balance, (iii) materially and adversely affect the liability of any maker, guarantor or insurer or the security afforded by the real property, furnishings, fixtures, or equipment securing the Purchased Loan or (iv) materially and adversely affect its value, (b) have been approved by the insurer under the related private mortgage insurance policy, if any, and by the title insurer under the related lender’s title insurance policy, to the extent required to avoid affecting or impairing the coverage of such policy or policies, and (c) are in accordance with Accepted Servicing Practices and the Agency Guidelines. (d) Customary Provisions. The Mortgage and related Mortgage Note contain customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Premises of the benefits of the security provided thereby, including (i) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure subject to applicable federal and state laws and judicial precedent with respect to bankruptcy and right of redemption. Upon default by a Customer on a Mortgage Loan and foreclosure on, or trustee’s sale of, the Mortgaged Premises pursuant to the proper procedures, the holder of the Mortgage Loan will be able to deliver good and merchantable title to the Mortgaged Premises, subject to applicable federal and state laws and
![slide203](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha203.jpg)
SCHEDULE 15.3, Special Representations and Warranties with Respect to Each Purchased Loan – Page 17 13312-786/M/I Financial Warehouse Facility of the eNote to the Custodian’s eVault and the tamper-seal of such eNote matches the tamper-seal of the eNote on the MERS eRegistry, and (v) the Custodian is named as the current Controller and Location of the eNote on the MERS eRegistry (provided that another Person may be identified as Controller and/or Location of such eNote pursuant to an eNote Control and Bailment Agreement for a period of up to sixty (60) days). The term “Agency eNote Clause” means the clause required by Xxxxxx Xxx and Freddie Mac to be inserted as the last numbered provision in all eNotes, which clause, as of the date of this Agreement, reads as follows: "[11]. ISSUANCE OF TRANSFERABLE RECORD; IDENTIFICATION OF NOTE HOLDER; CONVERSION FROM ELECTRONIC NOTE TO PAPER- BASED NOTE (A) I expressly state that I have signed this electronically created Note (the "Electronic Note") using an Electronic Signature. By doing this, I am indicating that I agree to the terms of this Electronic Note. I also agree that this Electronic Note may be Authenticated, Stored and Transmitted by Electronic Means (as defined in Section 11(F)), and will be valid for all legal purposes, as set forth in the Uniform Electronic Transactions Act, as enacted in the jurisdiction where the Property is located ("UETA"), the Electronic Signatures in Global and National Commerce Act ("E-SIGN"), or both, as applicable. In addition, I agree that this Electronic Note will be an effective, enforceable and valid Transferable Record (as defined in Section 11(F)) and may be created, authenticated, stored, transmitted and transferred in a manner consistent with and permitted by the Transferable Records sections of UETA or E-SIGN. (B) Except as indicated in Sections 11(D) and (E) below, the identity of the Note Holder and any person to whom this Electronic Note is later transferred will be recorded in a registry maintained by [Insert Name of Operator of Registry here*] or in another registry to which the records are later transferred (the "Note Holder Registry"). The authoritative copy of this Electronic Note will be the copy identified by the Note Holder after loan closing but prior to registration in the Note Holder Registry. If this Electronic Note has been registered in the Note Holder Registry, then the authoritative copy will be the copy identified by the Note Holder of record in the Note Holder Registry or the Loan Servicer (as defined in the Security Instrument) acting at the direction of the Note Holder, as the authoritative copy. The current identity of the Note Holder and the location of the authoritative copy, as reflected in the Note Holder Registry, will be available from the Note Holder or Loan Servicer, as applicable. The only copy of this Electronic Note that is the authoritative copy is the copy that is within the control of the person identified as the Note Holder in the Note Holder Registry (or that person's designee). No other copy of this Electronic Note may be the authoritative copy. (C) If Section 11(B) fails to identify a Note Holder Registry, the Note Holder (which includes any person to whom this Electronic Note is later transferred) will be established by, and identified in accordance with, the systems
![slide204](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha204.jpg)
SCHEDULE 15.3, Special Representations and Warranties with Respect to Each Purchased Loan – Page 18 13312-786/M/I Financial Warehouse Facility and processes of the electronic storage system on which this Electronic Note is stored. (D) I expressly agree that the Note Holder and any person to whom this Electronic Note is later transferred shall have the right to convert this Electronic Note at any time into a paper-based Note (the "Paper-Based Note"). In the event this Electronic Note is converted into a Paper-Based Note, I further expressly agree that: (i) the Paper-Based Note will be an effective, enforceable and valid negotiable instrument governed by the applicable provisions of the Uniform Commercial Code in effect in the jurisdiction where the Property is located; and (ii) my signing of this Electronic Note will be deemed issuance and delivery of the Paper-Based Note; (iii) I intend that the printing of the representation of my Electronic Signature upon the Paper-Based Note from the system in which the Electronic Note is stored will be my original signature on the Paper-Based Note and will serve to indicate my present intention to authenticate the Paper-Based Note; (iv) the Paper-Based Note will be a valid original writing for all legal purposes; and (v) upon conversion to a Paper-Based Note, my obligations in the Electronic Note shall automatically transfer to and be contained in the Paper-Based Note, and I intend to be bound by such obligations. (E) Any conversion of this Electronic Note to a Paper-Based Note will be made using processes and methods that ensure that: (i) the information and signatures on the face of the Paper-Based Note are a complete and accurate reproduction of those reflected on the face of this Electronic Note (whether originally handwritten or manifested in other symbolic form); (ii) the Note Holder of this Electronic Note at the time of such conversion has maintained control and possession of the Paper-Based Note; (iii) this Electronic Note can no longer be transferred to a new Note Holder; and (iv) the Note Holder Registry (as defined above), or any system or process identified in Section 11(C) above, shows that this Electronic Note has been converted to a Paper-Based Note, and delivered to the then-current Note Holder. (F) The following terms and phrases are defined as follows: (i) “Authenticated, Stored and Transmitted by Electronic Means” means that this Electronic Note will be identified as the Note that I signed, saved, and sent using electrical, digital, wireless, or similar technology; (ii) “Electronic Record” means a record created, generated, sent, communicated, received, or stored by electronic means; (iii) “Electronic Signature” means an electronic symbol or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign a record; (iv) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form; and (v) “Transferable Record” means an electronic record that: (a) would be a note under Article 3 of the Uniform Commercial Code if the electronic record were in writing and (b) I, as the issuer, have agreed is a Transferable Record."
![slide205](https://www.sec.gov/Archives/edgar/data/799292/000079929223000120/exhibit102masterrepurcha205.jpg)
SCHEDULE 15.3, Special Representations and Warranties with Respect to Each Purchased Loan – Page 19 13312-786/M/I Financial Warehouse Facility * Note: Insert "MERSCORP Holdings, Inc., a Delaware corporation" here as the name of the Operator of the Registry. (ttt) No Document Licenses or Fees. No eNote or other Electronic Record for such Mortgage Loan, regardless of format, is subject to any licensing condition that would prohibit, limit or inhibit the Buyers’ ownership or use of such eNote and other Electronic Record or any of their rights and remedies under this Agreement and no Buyer is required to pay any royalties or any other fees due to its ownership or use of the eNotes and Electronic Records. (uuu) eClosing System and eVault. If the Mortgage Loan is an eMortgage Loan, (i) a copy of the eNote is being maintained in an eVault that satisfies the requirements of §§ 16(b) and 16(c) of UETA and §§ 201(b) and 201(c) of ESIGN and all applicable Agency Guidelines and Investor Guidelines, (ii) the eNote and other eMortgage Loan documents, the systems and processes used to create, register, transfer, store, retrieve, maintain and secure these documents, and the eClosing System used by the Customer to electronically sign these documents comply with all applicable provisions of UETA and/or ESIGN, including § 201 of ESIGN and § 16 of UETA, Agency Guidelines and Investor Guidelines, as applicable.
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SCHEDULE 23, Xxxxxx’ Addresses for Notice as of October 24, 2023 – Solo Page 13312-786/M/I Financial Warehouse Facility SCHEDULE 23 BUYERS’ ADDRESSES FOR NOTICE (As of October 24, 2023) JPMorgan Chase: JPMorgan Xxxxx’x address appears in Article 23. Truist Bank: Mortgage Warehouse Lending Mail Code: 000-00-00-00 0000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Phone: (000) 000-0000 Email: xxxxx.xxxxxxxxxxx@xxxxxx.xxx Flagstar Bank: Flagstar Bank, N.A. 000 Xxxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxx 00000 Attention: General Counsel With a copy to: Flagstar Bank, N.A. 0000 Xxxxxxxxx Xxxxx Xxxx, Xxxxxxxx 00000 Attention: Xxxxxxx Xxxxxxx Phone: (000) 000-0000 Email: xxxxxxx.xxxxxxx@xxxxxxxx.xxx The Huntington National Bank: 000 Xxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxx, Xxxx 00000 Attention: Equipment Finance Customer Service Phone: (000) 000-0000 Email: XXXX.Xxxxxxx@xxxxxxxxxx.xxx