Exhibit 10.2
Execution Version
AMENDED AND RESTATED CUSTODY AGREEMENT
DATED AS OF March 1, 2013
BY AND BETWEEN
DHI MORTGAGE COMPANY, LTD.
(THE "SELLER")
AND
U.S. BANK NATIONAL ASSOCIATION
IN ITS CAPACITY AS ADMINISTRATIVE AGENT AND REPRESENTATIVE OF CERTAIN BUYERS
(THE "CUSTODIAN")
INDEX OF DEFINED TERMS
Agent
1
Agreement Preamble
4
Appraisal Report
2
Approved MBS Custodian
2
Bailee
2
Buyers
1
Certified
2
Current Repurchase Agreement
1
Custodian's
2
Custody Agreement
1
Electronic
2
Flood Insurance Policy
3
JPMorgan
1
Lender's
3
Loan
3
MBS Custodial Agreement
2
MERS
3
MERS
3
Mers®
3
Mortgage
3
Pool
4
Preliminary
4
Primary
4
Repurchase
4
Seller
1
Shipping
4
Supplemental
4
Table of Contents
1.
DEFINITIONS
2
1.1.
General Definitions
2
1.2.
Other Definitional Rules
5
2.
DELIVERY OF FILES TO THE CUSTODIAN
5
2.1.
Reaffirmation of
Administrative Agent's Lien
5
2.2.
Delivery
6
2.3.
Follow-up by the Seller
7
2.4.
Supplemental Papers
7
3.
CUSTODIAN'S RECEIPT, EXAMINATION AND PRIOR CERTIFICATION OF FILES
7
3.1.
Custodian's Examination of Basic Papers
7
3.2.
When Wet
Loans' Basic Papers Are Submitted
8
3.3.
Limited Scope of
Examination of Supplemental Papers
9
3.4.
Submission List Errors
or Omissions
9
3.5.
Custodian's Exception Reports
9
3.6.
Custodian's Exception Report Loans Ordinarily Not Included in Purchase
Value Calculation
9
3.7.
Correction of Exceptions
9
3.8.
Possession of Files
10
3.9.
Papers Previously Certified by
the Custodian
10
4.
RELEASE OF FILES BY THE CUSTODIAN
10
4.1.
Shipping Direction
10
4.2.
Shipping Purchased Loans
10
4.3.
Repurchases
10
4.4.
Shipping Schedule
11
4.5.
Minimum Face Amount
of MBS
11
4.6.
Shipment of Files
11
4.7.
Payment of
Proceeds of Whole Loans and MBS Sold
12
4.8.
If U.S. Bank is
Custodian for the Approved Investor
12
4.9.
Custodian Not
Responsible to Obtain Acknowledgement or Confirm Status
12
4.10.
Shipment of Files or Loan Papers to the Seller
12
4.11.
Release
and Indemnification
13
5.
RIGHT OF INSPECTION BY BUYERS AND THE SELLER
13
6.
CUSTODIAN'S FEES
13
7.
TERMINATION OF AGREEMENT
14
8.
RESIGNATION OR REMOVAL OF CUSTODIAN
14
8.1.
Qualifications of
Custodian
14
8.2.
Resignation of the Custodian or any Successor
Custodian
14
8.3 .
Removal of the Custodian or any Successor Custodian
15
8.4.
Effective Date of Resignation or Removal
15
8.5.
Successor
15
8.6.
Merger of the Custodian or any Successor Custodian
16
9.
LIMITATION ON OBLIGATIONS OF AND RELIANCE BY CUSTODIAN; INSURANCE
16
10.
NOTICES
16
11.
NO ASSIGNMENT OR DELEGATION BY CUSTODIAN
17
12.
BUYERS' ASSIGNMENTS AND PARTICIPATION
17
13.
CONFIDENTIALITY
17
13.1.
Seller's Information
17
13.2.
Privacy of Customer Information
18
14.
CONTROLLING LAW AND VENUE
18
15.
AGREEMENT FOR THE EXCLUSIVE BENEFIT OF PARTIES
18
16.
WAIVER OF JURY TRIAL
18
17.
ENTIRE AGREEMENT
19
18.
EXHIBITS
19
19.
INDULGENCES, NOT WAIVERS
19
20.
TITLES NOT TO AFFECT INTERPRETATION
19
21.
PROVISIONS SEPARABLE
19
22.
RELATIONSHIP OF THE SELLER AND THE CUSTODIAN
19
23.
EXISTING CUSTODY AGREEMENT
20
AMENDED AND RESTATED CUSTODY AGREEMENT
PREAMBLE
THIS