EXECUTION
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Between:
STERLING NATIONAL BANK, as Buyer
and
M/I FINANCIAL, LLC, as Seller
Dated as of November 3, 2015
TABLE OF CONTENTS
Page
SECTION 1.
APPLICABILITY; INCORPORATION OF CUSTOMER GUIDE
1
SECTION 2.
DEFINITIONS 1
SECTION 3.
INITIATION; TERMINATION
2
SECTION 4.
MARGIN AMOUNT MAINTENANCE
5
SECTION 5.
COLLECTIONS; INCOME PAYMENTS
6
SECTION 6.
REQUIREMENTS OF LAW
7
SECTION 7.
TAXES.
8
SECTION 8.
SECURITY INTEREST; BUYER'S APPOINTMENT AS ATTORNEY-IN-FACT 9
SECTION 9.
PAYMENT, TRANSFER; ACCOUNTS AND CUSTODY
10
SECTION 10.
DELIVERY OF DOCUMENTS
11
SECTION 11.
REPRESENTATIONS
11
SECTION 12.
COVENANTS
16
SECTION 13.
EVENTS OF DEFAULT
20
SECTION 14.
REMEDIES
22
SECTION 15.
INDEMNIFICATION AND EXPENSES; RECOURSE
24
SECTION 16.
SERVICING
25
SECTION 17.
DUE DILIGENCE
26
SECTION 18.
ASSIGNABILITY
27
SECTION 19.
TRANSFER AND MAINTENANCE OF REGISTER.
28
‐i‐
SECTION 20.
HYPOTHECATION OR PLEDGE OF PURCHASED MORTGAGE LOANS
28
SECTION 21.
RESERVED
28
SECTION 22.
SET‐OFF
28
SECTION 23.
TERMINABILITY
29
SECTION 24.
NOTICES AND OTHER COMMUNICATIONS
29
SECTION 25.
USE OF THE WAREHOUSE ELECTRONIC SYSTEM AND OTHER ELECTRONIC
MEDIA 29
SECTION 26.
ENTIRE AGREEMENT; SEVERABILITY; SINGLE AGREEMENT
31
SECTION 27.
GOVERNING LAW
31
SECTION 28.
SUBMISSION TO JURISDICTION; WAIVERS
32
SECTION 29.
NO WAIVERS, ETC.
32
SECTION 30.
NETTING
33
SECTION 31.
CONFIDENTIALITY
33
SECTION 32.
INTENT
34
SECTION 33.
DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
35
SECTION 34.
MISCELLANEOUS
35
SECTION 35.
GENERAL INTERPRETIVE PRINCIPLES
36
‐ii‐
EXHIBITS
SCHEDULE 1
Schedule of Defined Terms
SCHEDULE 2
Schedule of Facility Information
SCHEDULE 3
Schedule of Representations and Warranties
EXHIBIT A
[Reserved]
EXHIBIT B
Form of Seller's Officer's Certificate
EXHIBIT C
Form of Servicer Notice
EXHIBIT D
Form of Bailee Letter
EXHIBIT E
Form of Power of Attorney
EXHIBIT F
Form of Seller's Compliance Certificate
‐iii‐
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
This is an AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (the "Agreement"),
dated as of November 3, 2015, between M/I FINANCIAL, LLC, an Ohio limited
liability company (the "Seller"), and STERLING NATIONAL BANK, a national banking
association (the "Buyer").
The Buyer and the Seller previously entered into a Master Repurchase Agreement,
dated as of November 13, 2012 (the "Existing Repurchase Agreement").
The parties hereto have requested that the Existing Repurchase Agreement be
amended and restated, in its entirety, on the terms and subject to the
conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follow:
SECTION 1.
APPLICABILITY; INCORPORATION OF CUSTOMER GUIDE
From time to time the parties hereto may enter into transactions in which Seller
agrees to transfer to Buyer Mortgage Loans on a servicing released basis against
the transfer of funds by Buyer, with a simultaneous agreement by Buyer to
transfer to Seller such Mortgage Loans on a servicing released basis on the
Repurchase Date, against the transfer of funds by Seller. Each such transaction
shall be referred