Fourth Amendment to Second Amended and Restated Mortgage Warehousing Agreement, dated May 29, 2020, by and among M/I Financial, LLC, as borrower, the lenders party thereto and Comerica Bank, as administrative agent

This Fourth Amendment to Second Amended and Restated Mortgage Warehousing Agreement (“Fourth Amendment”) is made as of May 29, 2020, by and among M/I Financial, LLC (“Borrower”), the Lenders (as defined below) and Comerica Bank, as administrative agent for the Lenders (in such capacity, the “Agent”).

A.    Borrower entered into that certain Second Amended and Restated Mortgage Warehousing Agreement dated June 24, 2016, by and among the financial institutions from time to time signatory thereto (each, individually, a “Lender,” and any and all such financial institutions collectively the “Lenders”), Agent and Borrower, as amended by that certain First Amendment to Second Amended and Restated Mortgage Warehousing Agreement dated June 23, 2017, that certain Second Amendment to Second Amended and Restated Mortgage Warehousing Agreement dated June 22, 2018 and that certain Third Amendment to Second Amended and Restated Mortgage Warehousing Agreement dated June 21, 2019 (as amended and as may be further amended, restated or otherwise modified from time to time, the “Mortgage Warehousing Agreement”).

B.    Borrower has requested that Agent and the Lenders make certain amendments to the Mortgage Warehousing Agreement and Agent and the Lenders are willing to do so, but only on the terms and conditions set forth in this Fourth Amendment.

NOW, THEREFORE, in consideration of the Recitals and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower, Agent and Lenders agree as follows:

1.The following definitions set forth in Section 1.1 of the Mortgage Warehousing Agreement are amended and restated as follows:

(a)    With respect to a Conforming Mortgage Loan, 98%;

(b)    With respect to a Jumbo Mortgage Loan, 97%;

(c)     With respect to a GNMA Modification Loan, 90%; and

(c)    With respect to a Wet Funded Loan, the Applicable Advance Rate of the underlying Mortgage Loan with respect thereto.

“Base Rate” shall mean the per annum rate of interest which is equal to the Applicable Margin plus greatest of (i) the Prime Rate for such day, (ii) the Federal Funds Effective Rate in effect on such day, plus one percent (1.0%) and (iii) 2.00%.    

(a)    with respect to Pledged Conforming Mortgage Loans, other than Housing Authority Loans, where the obligor on such Mortgage Loan has a FICO Score of 620 or greater, the lesser of (i) the Collateral Value of all Pledged Conforming Mortgage Loans, and (ii) 100% of the Revolving Credit Aggregate Commitment, plus

(b)    with respect to Pledged Conforming Mortgage Loans that are Housing Authority Loans, the lesser of (i) the Collateral Value of all Pledged Conforming Mortgage Loans, and (ii) 100% of the Revolving Credit Aggregate Commitment, plus

(c)    with respect to Pledged Conforming Mortgage Loans, other than Housing Authority Loans, where the obligor on such Mortgage Loan has FICO Score of less than 620, the least of (i) the Collateral Value of all Pledged Conforming Mortgage Loans, (ii) $5,000,000 and (iii) 5% of the Revolving Credit Aggregate Commitment, plus

(d)    the lesser of (i) the Collateral Value of all Pledged Wet Funded Loans, and (ii) (w) for the last five Business Days of each December and the first five Business Days of each January, 75% of the Revolving Credit Aggregate Commitment, (x) for the first five and last five Business Days of each other month, 50% of the Revolving Credit Aggregate Commitment and (y) at all other times, 35% of the Revolving Credit Aggregate Commitment, plus

(e)    with respect to Pledged Jumbo Loans, the lesser of (i) the Collateral Value of all Pledged Jumbo Loans, and (ii) 10% of the Revolving Credit Aggregate Commitment, plus

(f)     with respect to Pledged GNMA Modification Loans, the lesser of (i) the Collateral Value of all such Pledged GNMA Modification Loans and (ii) Ten Million and 00/100 Dollars ($10,000,000.00);

(a)    the LIBOR Rate;

(b)    a percentage (expressed as a decimal) equal to 1.00 minus the maximum rate on such date at which Agent is required to maintain reserves on "Euro-currency Liabilities" as defined in and pursuant to Regulation D of the Board of Governors of the Federal Reserve System or, if such regulation or definition is modified, and as long as Agent is required to maintain reserves against a category of liabilities which includes eurodollar deposits or includes a category of assets which includes eurodollar loans, the rate at which such reserves are required to be maintained on such category;

2.The following definitions are added to Section 1.1 of the Mortgage Warehousing Agreement:

(a)    such Mortgage Loan was originated by Borrower, sold by Borrower on a servicing-retained basis and included in a Ginnie Mae guaranteed MBS, and Borrower services such Mortgage Loan;

(b)    such Mortgage Loan has been permanently modified under, and complies with all requirements for modification under, the FHA Loss Mitigation Program and, without limiting the foregoing, the obligor on such Mortgage Loan made at least three full, consecutive monthly payments on such Mortgage Loan over a minimum period of three-months prior to final execution of such loan modification; and

(c)    such Mortgage Loan, as modified, meets all requirements for inclusion in a Ginnie Mae guaranteed MBS.

3.The following definitions are also added to Section 1.1 of the Mortgage Warehousing Agreement:

(1)    in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the LIBOR Rate permanently or indefinitely ceases to provide the LIBOR Rate; or

(2)    in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

(1)    a public statement or publication of information by or on behalf of the administrator of the LIBOR Rate announcing that such administrator has ceased or will cease to provide the LIBOR Rate, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Rate;

(2)    a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Rate, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the LIBOR Rate, a resolution authority with jurisdiction over the administrator for the LIBOR Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the LIBOR Rate, which states that the administrator of the LIBOR Rate has ceased or will cease to provide the LIBOR Rate permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR Rate; or

(3)    a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Rate announcing that the LIBOR Rate is no longer representative.

(a)    (i) a determination by the Agent or (ii) a notification by the Majority Lenders to the Agent and the Borrower that the Majority Lenders have determined that U.S. dollar-denominated syndicated credit facilities being executed at such time, or that include language similar to that contained in Section 9.7, are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the LIBOR Rate,

(b)    (i) the election by the Agent or (ii) the election by the Majority Lenders to declare that an Early Opt-in Election has occurred, and

(c)     the provision, as applicable, by (i) the Agent of written notice of such election to the Lenders and the Borrower, or (ii) the Majority Lenders of written notice of such election to the Agent, the other Lenders and the Borrower.

4.The proviso at the end of the definition of “LIBOR Rate” is deleted and replaced with the following: “provided, however, that in no event shall the LIBOR Rate be less than the one percent (1.00%) per annum.”

5.The reference to “one percent (1%)” in clause (i)(d)(z) of the definition of “Tangible Net Worth” in Section 1.1 of the Mortgage Warehousing Agreement is deleted and replaced with a reference to “three quarters of one percent (.75%)”.

6.The definitions of “LIBOR Floor”, “Step-Up Period”, “Hedged Facility”, “Hedge-Affected Share” and “Specified Hedging Agreement” in Section 1.1 of the Mortgage Warehousing Agreement are deleted in their entirety.

7.Section 2.3(e)(iii) of the Mortgage Warehousing Agreement is amended and restated to read in its entirety as follows:

8.The following is added as new clause (c) to Section 2.7 of the Mortgage Warehousing Agreement:

9.Section 2.8(b) of the Mortgage Warehousing Agreement is amended and restated to read in its entirety as follows:

10.Section 9.1 of the Mortgage Warehousing Agreement is amended and restated as follows:

11.The following is added as new Section 9.7 to the Mortgage Warehousing Agreement:

12.Schedule 1.1 of the Mortgage Warehousing Agreement is amended and restated by Schedule 1.1 attached to this Fourth Amendment.

13.This Fourth Amendment shall become effective (according to the terms hereof) on the date (the “Fourth Amendment Effective Date”) the following conditions have been fully satisfied:

14.Borrower hereby represents and warrants that, after giving effect to the amendments to the Mortgage Warehousing Agreement contained herein, (a) the execution and delivery of this Fourth Amendment are within such party’s limited liability company powers, have been duly authorized, are not in contravention of law or the terms of its organizational documents, and except as have been previously obtained do not require the consent or approval, material to the amendments contemplated in this Fourth Amendment, of any governmental body, agency or authority, and this Fourth Amendment and the Mortgage Warehousing Agreement (as amended herein) will constitute the valid and binding obligations of such undersigned party,

enforceable in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether enforcement is sought in a proceeding in equity or at law), (b) the representations and warranties set forth in Article 4 of the Mortgage Warehousing Agreement are true and correct in all material respects on and as of the date hereof (other than any representation or warranty that expressly speaks only as of a certain date), and (c) as of the date first above written and as of the Fourth Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

15.Borrower and Lenders each hereby ratify and confirm their respective obligations under the Mortgage Warehousing Agreement, as amended by this Fourth Amendment and agree that the Mortgage Warehousing Agreement hereby remains in full force and effect after giving effect to this Fourth Amendment and that, upon such effectiveness, all references in such Loan Documents to the “Mortgage Warehousing Agreement” shall be references to the Mortgage Warehousing Agreement as amended by this Fourth Amendment.

16.Except as specifically set forth above, this Fourth Amendment shall not be deemed to amend or alter in any respect the terms and conditions of the Mortgage Warehousing Agreement or any of the Notes issued thereunder, or to constitute a waiver by the Lenders or Agent of any right or remedy under or a consent to any transaction not meeting the terms and conditions of the Mortgage Warehousing Agreement, any of the Notes issued thereunder or any of the other Loan Documents.

17.Unless otherwise defined to the contrary herein, all capitalized terms used in this Fourth Amendment shall have the meaning set forth in the Mortgage Warehousing Agreement.

18.This Fourth Amendment may be executed in counterpart in accordance with Section 11.9 of the Mortgage Warehousing Agreement.

19.This Fourth Amendment shall be construed in accordance with and governed by the laws of the State of Michigan, without giving effect to principles of conflict of laws.

20.As a condition of the above amendments and waiver, Borrower waives, discharges, and forever releases Agent, Lenders and their respective employees, officers, directors, attorneys, stockholders and successors and assigns, from and of any and all claims, causes of action, allegations or assertions known to Borrower that Borrower has or may have had at any time up through, and including, the date of this Fourth Amendment, against any or all of the foregoing in connection with the Mortgage Warehousing Agreement, including the Fourth Amendment thereto regardless of whether any such claims, causes of action, allegations or assertions arose as a result of Agent’s or such Lender’s actions or omissions.

IN WITNESS WHEREOF, Borrower, the Lenders and Agent have each caused this Fourth Amendment to be executed by their respective duly authorized officers or agents, as applicable, all as of the date first set forth above.

Name:    Eric Crowell

Title:     Assistant Vice President

Title:     Vice President