Common use of Initial Purchase Clause in Contracts

Initial Purchase. The obligations of the Buyer to make the initial purchase under this Agreement are subject to the Seller’s fulfillment of the following conditions precedent: (a) the Buyer shall have received (or be satisfied that it will receive by such deadline as the Buyer shall specify) the following, all of which must be satisfactory in form and content to the Buyer: (i) this Agreement duly executed by the parties; (ii) UCC financing statements for the Purchased Loans covered and security interests granted by this Agreement, each duly authorized by the Seller; (iii) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State of Ohio and such tax lien, judgment, litigation and bankruptcy searches in such jurisdictions as the Buyer may request, in each case satisfactory to the Buyer; (iv) the Electronic Tracking Agreement duly executed by the Seller, MERS, MERSCORP, Inc. and the Buyer; (v) a copy of the corporate resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Repurchase Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller; (vi) an incumbency certificate showing the names and titles and bearing the signatures of the officers of the Seller authorized to execute the Repurchase Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller; (vii) a copy of the bylaws 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 Incorporation 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 Buyer in its sole discretion; (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 Buyer in its sole discretion; (x) evidence reasonably satisfactory to the Buyer (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 Buyer’s 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 Minnesota or other applicable law, that such instruments as are necessary to give the Buyer “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, with insurance providers reasonably acceptable to the Buyer, in each case naming the Buyer as an additional insured and providing for coverage in the amounts specified in Section 16.11; (xii) favorable written opinions of counsel to the Seller dated on or before the initial Purchase Date, addressed to the Buyer and in form and substance reasonably satisfactory to the Buyer and its legal counsel (a form containing opinions required to be included therein is set forth in Exhibit B), specifically stating that the Buyer and any person or entity that purchases the Purchased Loans from the Buyer can rely on it; provided, that Seller’s outside counsel may deliver its opinion at any time prior to January 15, 2010; (xiii) payment to the Buyer of the Facility Fee and all other fees and expenses (including the disbursements and reasonable fees of the Buyer’s attorneys) of the Buyer 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; (xiv) control agreements in form and substance reasonably satisfactory to the Buyer establishing its control of the Income Account and Escrow Account; and (xv) evidence satisfactory to the Buyer that the Seller has entered into an agreement with Citibank, N.A., or another financial institution acceptable to the Buyer in its sole discretion, providing mortgage warehouse financing in a committed amount of no less than Fifty Million Dollars ($50,000,000). (b) All directors and officers of the Seller and all Affiliates of the Seller, to whom or which the Seller is indebted as of the date of this Agreement either for borrowed money or for any other obligation, excluding salary, bonus or other compensation obligations, shall have caused such Debt to be Qualified Subordinated Debt, by executing and causing to be delivered to the Buyer a Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the corporate secretary of the Seller shall have certified each such 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.

Initial Purchase. The obligations of the Buyer 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 Buyer Agent shall have received (or be satisfied that it will receive by such deadline as the Buyer Agent shall specify) the following, all of which must be satisfactory in form and content to the BuyerAgent: (i) this Agreement duly executed by the parties; (ii) UCC financing statements for the Purchased Loans covered and security interests granted by this AgreementFee Letter, each duly authorized executed by the Seller; (iii) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State of Ohio and such tax lien, judgment, litigation and bankruptcy searches in such jurisdictions as the Buyer may request, in each case satisfactory to the BuyerColorado; (iv) the Custody Agreement duly executed by the Agent, the Seller and the Custodian; (v) the Electronic Tracking Agreement duly executed by the Seller, MERS, MERSCORPMERSCorp., Inc. and the BuyerAgent; (vvi) a copy of the corporate resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Repurchase Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller; (vivii) an incumbency certificate showing the names and titles and bearing the signatures of the officers of the Seller authorized to execute the Repurchase Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller; (viiviii) a copy of the bylaws of the Seller, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller; (viiiix) a copy of the Articles of Incorporation 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 Buyer Agent in its sole discretion; (ixx) 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 Buyer Agent in its sole discretion; (xxi) evidence reasonably satisfactory to the Buyer Agent (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 Buyer’s 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 Minnesota New York or other applicable law, that such instruments as are necessary to give the Buyer Agent “control” of such investment property have been duly executed by the Seller and the relevant securities intermediary; (xixii) 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, together with insurance providers reasonably acceptable endorsements to the Buyer, in each case such policies naming the Buyer Agent as an additional insured and providing for coverage in the amounts specified in Section 16.11lender loss payee; (xiixiii) a favorable written opinions opinion of counsel to the Seller dated on or before the initial Purchase Date, addressed to the Buyer Agent and the Buyers and in form and substance reasonably satisfactory to the Buyer Agent and its legal counsel (a form containing opinions required to be included therein is are set forth in Exhibit B), specifically stating that the Buyer Agent and any person or entity that purchases the Purchased Loans from the Buyer can Buyers may rely on it; provided, that Seller’s outside counsel may deliver its opinion at any time prior to January 15, 2010; (xiiixiv) payment to the Buyer Agent or the Custodian, as applicable, of the Facility Fee and all other fees and expenses (including the disbursements and reasonable fees of the BuyerAgent’s attorneys) of the Buyer 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;; and (xivxv) to the extent not already obtained, control agreements in form and substance reasonably satisfactory to the Buyer Agent establishing its control of the Income Account, Escrow Account, Operating Account, Repurchase Settlement Account and Escrow the Funding Account; and (xv) evidence satisfactory to the Buyer that the Seller has entered into an agreement with Citibank, N.A., or another financial institution acceptable to the Buyer in its sole discretion, providing mortgage warehouse financing in a committed amount of no less than Fifty Million Dollars ($50,000,000). (b) All directors and officers of the Seller and all Affiliates of the Seller, to whom or which the Seller is indebted as of the date of this Agreement either for borrowed money or for any other obligation, excluding salary, bonus or other compensation obligations, shall have caused such Debt to be Qualified Subordinated Debt, by executing and causing to be delivered to the Buyer a Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the corporate secretary of the Seller shall have certified each such 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.

Initial Purchase. The obligations of the Buyer 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 Buyer Agent shall have received (or be satisfied that it will receive by such deadline as the Buyer Agent shall specify) the following, all of which must be satisfactory in form and content to the Buyer: Agent: (i) this Agreement Agreement, the Side Letter, the Fee Letter, the Electronic Tracking Agreement, the Custody Agreement, in each case, duly executed by the parties; parties thereto; (ii) a UCC financing statements for statement naming the Purchased Loans covered Seller as debtor and security interests granted by this Agreementthe Agent, each duly authorized by on behalf of the Seller; 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 and such tax lien, judgment, litigation and bankruptcy searches in such jurisdictions as the Buyer may request, in each case satisfactory to the Buyer; Delaware; (iv) (A) the Electronic Tracking Agreement duly executed 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, MERS, MERSCORP, Inc. Seller and any Person who provides guaranty or collateral support for all or any of the Buyer; Obligations; (v) a copy of the corporate member resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Repurchase Transaction Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary a Responsible Officer of the Seller; ; (vi) an incumbency certificate showing the names and titles and bearing the signatures of the officers Responsible Officer(s) of the Seller authorized to execute the Repurchase Transaction Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary a Responsible Officer of the Seller; (vii) a copy of the bylaws 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 Incorporation 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 Buyer in its sole discretion; (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 Buyer in its sole discretion; (x) evidence reasonably satisfactory to the Buyer (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 Buyer’s 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 Minnesota or other applicable law, that such instruments as are necessary to give the Buyer “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, with insurance providers reasonably acceptable to the Buyer, in each case naming the Buyer as an additional insured and providing for coverage in the amounts specified in Section 16.11; (xii) favorable written opinions of counsel to the Seller dated on or before the initial Purchase Date, addressed to the Buyer and in form and substance reasonably satisfactory to the Buyer and its legal counsel (a form containing opinions required to be included therein is set forth in Exhibit B), specifically stating that the Buyer and any person or entity that purchases the Purchased Loans from the Buyer can rely on it; provided, that Seller’s outside counsel may deliver its opinion at any time prior to January 15, 2010; (xiii) payment to the Buyer of the Facility Fee and all other fees and expenses (including the disbursements and reasonable fees of the Buyer’s attorneys) of the Buyer 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; (xiv) control agreements in form and substance reasonably satisfactory to the Buyer establishing its control of the Income Account and Escrow Account; and (xv) evidence satisfactory to the Buyer that the Seller has entered into an agreement with Citibank, N.A., or another financial institution acceptable to the Buyer in its sole discretion, providing mortgage warehouse financing in a committed amount of no less than Fifty Million Dollars ($50,000,000). (b) All directors and officers of the Seller and all Affiliates of the Seller, to whom or which the Seller is indebted as of the date of this Agreement either for borrowed money or for any other obligation, excluding salary, bonus or other compensation obligations, shall have caused such Debt to be Qualified Subordinated Debt, by executing and causing to be delivered to the Buyer a Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the corporate secretary of the Seller shall have certified each such 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.

Initial Purchase. The obligations obligation of the Buyer to make the initial purchase purchases under this Agreement are is subject to the Seller’s fulfillment of the following conditions precedent: (ai) the Buyer shall have received (or be satisfied that it will receive by such deadline as the Buyer shall specify) the following, all of which must be are satisfactory in form and content to the Buyer: (ia) this Agreement duly executed by the parties; (ii) UCC financing statements for the Purchased Loans covered and security interests granted by this Agreement, each duly authorized by the Seller; (iiib) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State of Ohio and such tax lienif applicable, judgment, litigation and bankruptcy searches in such jurisdictions as the Buyer may request, in each case satisfactory to the Buyer; (iv) the Electronic Tracking Agreement duly executed by the Seller, MERS, MERSCORP, Inc. the Electronic Agent and the Buyer; (vc) if applicable, the Master Custodial Agreement duly executed by the Seller and all other parties thereto, together with evidence satisfactory to the Buyer that the Custodial Account has been opened; (d) the UCC financing statements or UCC-3 Amendment, as applicable, for the Purchased Loans duly authorized by the Seller; (e) a copy current UCC, judgment and tax lien search report from the applicable state and county offices where the Seller is located; (f) copies of the corporate resolution Seller’s (i) formation documents certified by the Secretary of State of the state of its formation and (ii) operating documents and all amendments certified by its secretary or equivalent thereof) assistant secretary, manager or member, as the case may be, as well as any other information required by Section 326 of the USA Patriot Act or necessary for the Buyer to verify the identity of the Seller as required by Section 326 of the USA Patriot Act in accordance with the requirements summarized in the notice given in Section 37; (g) a certificate of existence and good standing for the Seller issued by the Secretary of State of the state in which such Person is formed and, if required by the Buyer, a certificate of existence or foreign authority and good standing for the Seller issued by the Secretary of State of each jurisdiction in which the Seller conducts business and is required to qualify to do business; (h) original resolutions of the Seller’s board of directors, governing body, manager or member, as the case may be, certified as of the initial Purchase Date hereunder by the Seller’s secretary or assistant secretary, manager or member, as applicable, authorizing the execution, delivery and performance by the Seller of this Agreement and all other Facility Papers to be delivered by the Seller pursuant to this Agreement; (i) a certificate of the Seller’s secretary or assistant secretary, manager or member, as the case may be, as to (i) the incumbency of the Authorized Seller Representatives of the Seller executing this Agreement and all other Facility Papers executed or to be executed by or on behalf of the Seller and (ii) the authenticity of their signatures — and specimens of their signatures shall be included in such certificate or set forth on an exhibit attached to it — (the Buyer shall be entitled to rely on that certificate until the Seller has furnished a new certificate to the Buyer), and certifying that attached to such certificate are true and correct copies of all amendments to the Seller’s formation and operating documents since its inception; (j) an Officer’s Certificate for the Seller dated the date of this Agreement and certifying truthfully that, (i) the Seller is in compliance with all the terms and provisions set forth in the Agreement on its part to be observed and performed and no Potential Default or Event of Default has occurred, is continuing and, after giving effect to the transactions contemplated under the Repurchase DocumentsFacility pursuant to the Agreement on the date hereof, certified shall occur as a result of entering into such transactions, (ii) all of the representations and warranties made by the Seller in the Facility Papers are true and correct as of the date of this Agreement by Agreement, and (iii) there has been no Material Adverse Effect since the Secretary date of the financial statements referred in Section 16.1(iv)(a); (k) copies of an errors and omissions insurance policy or an Assistant Secretary mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, providing such insurance coverage as is acceptable to the Buyer and otherwise customary for members of the Seller’s industry; (vil) an incumbency certificate showing the names and titles and bearing the signatures a favorable written opinion of the officers of counsel to the Seller authorized to execute (and the Repurchase DocumentsGuarantor(s), certified if applicable) dated as of the date of this Agreement by Agreement, addressed to the Secretary or an Assistant Secretary of Buyer and in form and substance reasonably satisfactory to the SellerBuyer and its legal counsel, stating that the Buyer, its successors and assigns can rely on it; (vii) a copy of the bylaws 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 Incorporation 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 Buyer in its sole discretion; (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 Buyer in its sole discretion; (xm) evidence reasonably satisfactory to the Buyer (i) as to the due filing and recording in all appropriate offices of all UCC financing statementsstatements or UCC-3 Amendment, as applicable, (ii) if there are any Purchased Loans that require the Buyer’s 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 Minnesota or any other applicable lawLaw, that such instruments as are necessary to give the Buyer “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, with insurance providers reasonably acceptable to the Buyer, in each case naming the Buyer as an additional insured and providing for coverage in the amounts specified in Section 16.11; (xii) favorable written opinions of counsel to the Seller dated on or before the initial Purchase Date, addressed to the Buyer and in form and substance reasonably satisfactory to the Buyer and its legal counsel (a form containing opinions required to be included therein is set forth in Exhibit B), specifically stating that the Buyer and any person or entity that purchases the Purchased Loans from the Buyer can rely on it; provided, that Seller’s outside counsel may deliver its opinion at any time prior to January 15, 2010; (xiii) payment to the Buyer of the Facility Fee and all other fees and expenses (including the disbursements and reasonable fees of the Buyer’s attorneys) of the Buyer 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; (xiv) control agreements in form and substance reasonably satisfactory to the Buyer establishing its control of the Income Account and Escrow Account; and (xvn) evidence satisfactory to the Buyer that the Seller has entered into an agreement with CitibankInvestor Funding Account, N.A.the Loan Funding Account, the Administrative Account, the Operating Account, the Custodial Account, and the Cash Collateral Account, as applicable, remain open or another financial institution acceptable to the Buyer in its sole discretion, providing mortgage warehouse financing in a committed amount of no less than Fifty Million Dollars ($50,000,000).have been opened; (bo) All directors and officers of the Seller and all Affiliates of most currently available month-end financial statements for the Seller, all in reasonable detail and certified by Seller’s chief financial officer that, to whom the best of his or which her knowledge, such financial statements were prepared in accordance with GAAP and present fairly in all material respects the Seller is indebted Seller’s financial condition as of the date thereof and the results of this Agreement either its operations for borrowed money or for any other obligationthe period covered, excluding salarysubject, bonus or other compensation obligationshowever, shall have caused such Debt to be Qualified Subordinated Debt, adjustments required by executing FAS-91 and causing to be delivered normal year-end audit adjustments and the omission of notes to the Buyer a Subordination Agreement and taking all other stepsfinancial statements; (p) the Guaranty, if any, duly executed by the Guarantors; (q) if required to cause such Debt to be Qualified Subordinated Debtby the Buyer, and the corporate secretary satisfactory results from a Buyer-conducted internal client review of the Seller shall have certified each Seller; and (r) such Subordination Agreement executed to satisfy other documents or opinions as 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 purchaseBuyer or its counsel may request.

Initial Purchase. The obligations obligation of Holders to purchase the Buyer to make the initial purchase under this Agreement are Notes is subject to the Seller’s fulfillment receipt by Holders of all fees payable pursuant to Section 2.02 on or before the Closing Date and the receipt by Holders of the following documents and satisfaction of the other conditions precedentprovided in this Section 6.01, each of which shall be reasonably satisfactory to Holders in form and substance: (a) the Buyer shall have received (or be satisfied that it will receive by such deadline as the Buyer shall specify) the following, all A certificate of which must be satisfactory in form and content to the Buyer: (i) this Agreement duly executed by the parties; (ii) UCC financing statements for the Purchased Loans covered and security interests granted by this Agreement, each duly authorized by the Seller; (iii) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State of Ohio and such tax lien, judgment, litigation and bankruptcy searches in such jurisdictions as the Buyer may request, in each case satisfactory to the Buyer; (iv) the Electronic Tracking Agreement duly executed by the Seller, MERS, MERSCORP, Inc. and the Buyer; (v) a copy of the corporate resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Repurchase Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller; Company setting forth (vii) an incumbency certificate showing resolutions of its board of directors with respect to the names authorization of the Company to execute and titles deliver the Subordinated Note Documents to which it is a party and bearing to enter into the signatures of transactions contemplated in those documents, (ii) the officers of the Seller Company (y) who are authorized to execute sign the Repurchase DocumentsSubordinated Note Documents to which Company is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of the Company, certified as being true and complete. Holders may conclusively rely on such certificate until it receives notice in writing from the Company to the contrary. (b) A certificate of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller; (vii) a copy of the bylaws 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 Incorporation 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 Buyer in its sole discretion; (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 Buyer in its sole discretion; (x) evidence reasonably satisfactory to the Buyer each Guarantor setting forth (i) as resolutions of its board of directors with respect to the due filing authorization of such Guarantor to execute and recording deliver the Subordinated Note Documents to which it is a party and to enter into the transactions contemplated in all appropriate offices of all financing statementsthose documents, (ii) if there the officers of such Guarantor (y) who are any Purchased Loans authorized to sign the Subordinated Note Documents to which such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that require purpose, act as its representative for the Buyer’s interest to be noted by book entrypurposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, that such book entry has been duly made and (iii) if there is any “investment property” under the UCC specimen signatures of the State authorized officers, and (iv) the articles or certificate of Minnesota or other applicable law, that such instruments as are necessary to give the Buyer “control” incorporation and bylaws of such investment property have been duly executed by the Seller Guarantor, certified as being true 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 complete. Holders may conclusively rely on such certificate until they receive notice in lieu of policies, with insurance providers reasonably acceptable writing from such Guarantor to the Buyer, in each case naming the Buyer as an additional insured and providing for coverage in the amounts specified in Section 16.11; (xii) favorable written opinions of counsel to the Seller dated on or before the initial Purchase Date, addressed to the Buyer and in form and substance reasonably satisfactory to the Buyer and its legal counsel (a form containing opinions required to be included therein is set forth in Exhibit B), specifically stating that the Buyer and any person or entity that purchases the Purchased Loans from the Buyer can rely on it; provided, that Seller’s outside counsel may deliver its opinion at any time prior to January 15, 2010; (xiii) payment to the Buyer of the Facility Fee and all other fees and expenses (including the disbursements and reasonable fees of the Buyer’s attorneys) of the Buyer 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; (xiv) control agreements in form and substance reasonably satisfactory to the Buyer establishing its control of the Income Account and Escrow Account; and (xv) evidence satisfactory to the Buyer that the Seller has entered into an agreement with Citibank, N.A., or another financial institution acceptable to the Buyer in its sole discretion, providing mortgage warehouse financing in a committed amount of no less than Fifty Million Dollars ($50,000,000)contrary. (bc) All directors and officers Certificates of the Seller appropriate state agencies with respect to the existence, qualification and all Affiliates good standing of the SellerCompany and its Subsidiaries. (d) A compliance certificate which shall be substantially in the form of EXHIBIT C, to whom or which the Seller is indebted as of the date of this Agreement either for borrowed money or for any other obligation, excluding salary, bonus or other compensation obligations, shall have caused such Debt to be Qualified Subordinated Debt, duly and properly executed by executing a Responsible Officer and causing to be delivered to the Buyer a Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the corporate secretary of the Seller shall have certified each such Subordination Agreement executed to satisfy the requirements of this Section 14.1(b) to be true, complete and in full force and effect dated as of the date of the initial purchaseInitial Purchase. (e) The Notes, duly completed, executed and delivered to each Holder, as applicable. (f) The Subordinated Guaranty Agreement duly completed, executed and delivered to each Holder. (g) Opinions of Boyer Ewing and Harris, counsel to the Company and Guarantors, in fo▇▇ ▇▇▇ ▇▇▇▇tance ▇▇▇▇▇factory to Holders, as to such matters incident to the transactions herein contemplated as Holders may reasonably request. (h) A certificate of insurance coverage of the Company evidencing that the Company is carrying insurance in accordance with Section 7.19. (i) Unaudited pro forma projected consolidated balance sheet of the Company and its Consolidated Subsidiaries at the Closing Date (which pro forma shall be based on the consolidated balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1999), and the unaudited pro forma projected consolidated statements of income of the Company and its Consolidated Subsidiaries for five (5) years commencing as of the Closing Date, which represent the Company's good faith estimate of the pro forma projected consolidated financial condition of the Company and its Consolidated Subsidiaries as at the Closing Date, after giving effect to the transactions contemplated herein provided projections as to future performance should not be construed as a guarantee of future performance. (j) Certified copies of the Senior Debt Documents, the promissory notes evidencing the Debt described on Schedule 9.01 and the subordination agreements executed in connection therewith. (k) Stockholder's Agreement and Registration Rights Agreement duly completed, executed and delivered to Holders. (l) the "Closing" (as defined in the Settlement Agreement) shall have occurred and payment of the "Full Settlement Amount" (as defined in the Settlement Agreement) shall occur concurrently herewith. (m) evidence that the Company has authorized and reserved a sufficient number of shares of common stock with respect to the conversion of the Convertible Notes. (n) payment of all legal fees of counsel to Holders. (o) with respect to Midwest, duly executed and completed (i) SBA Form 480 (Size Status Declaration) and SBA Form 652 (Assurance of Compliance), (ii) SBA Form 1031 (Portfolio Finance Report), Part A and B, and (iii) letter regarding SBA matters in form and substance acceptable to Midwest. (p) Such other documents as Holders or special counsel to Holders may reasonably request.

Initial Purchase. The obligations of the Buyer 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 Buyer Agent shall have received (or be satisfied that it will receive by such deadline as the Buyer Agent shall specify) the following, all of which must be satisfactory in form and content to the Buyer: Agent: (i) this Agreement Agreement, the Pricing Side Letter, the Fee Letter, the Electronic Tracking Agreement, the Custody Agreement, in each case, duly executed by the parties; parties thereto; (ii) a UCC financing statements for statement naming the Purchased Loans covered Seller as debtor and security interests granted by this Agreementthe Agent, each duly authorized by on behalf of the Seller; 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 and such tax lien, judgment, litigation and bankruptcy searches in such jurisdictions as the Buyer may request, in each case satisfactory to the Buyer; Delaware; (iv) (A) the Electronic Tracking Agreement duly executed 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, MERS, MERSCORP, Inc. Seller and any Person who provides guaranty or collateral support for all or any of the Buyer; Obligations; (v) a copy of the corporate member resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Repurchase Transaction Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary a Responsible Officer of the Seller; ; (vi) an incumbency certificate showing the names and titles and bearing the signatures of the officers Responsible Officer(s) of the Seller authorized to execute the Repurchase Transaction Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary a Responsible Officer of the Seller; ; (vii) a copy of the bylaws 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 Incorporation 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 Buyer Agent in its sole discretion; (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 Buyer in its sole discretion; (x) evidence reasonably satisfactory to the Buyer (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 Buyer’s 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 Minnesota or other applicable law, that such instruments as are necessary to give the Buyer “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, with insurance providers reasonably acceptable to the Buyer, in each case naming the Buyer as an additional insured and providing for coverage in the amounts specified in Section 16.11; (xii) favorable written opinions of counsel to the Seller dated on or before the initial Purchase Date, addressed to the Buyer and in form and substance reasonably satisfactory to the Buyer and its legal counsel (a form containing opinions required to be included therein is set forth in Exhibit B), specifically stating that the Buyer and any person or entity that purchases the Purchased Loans from the Buyer can rely on it; provided, that Seller’s outside counsel may deliver its opinion at any time prior to January 15, 2010; (xiii) payment to the Buyer of the Facility Fee and all other fees and expenses (including the disbursements and reasonable fees of the Buyer’s attorneys) of the Buyer 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; (xiv) control agreements in form and substance reasonably satisfactory to the Buyer establishing its control of the Income Account and Escrow Account; and (xv) evidence satisfactory to the Buyer that the Seller has entered into an agreement with Citibank, N.A., or another financial institution acceptable to the Buyer in its sole discretion, providing mortgage warehouse financing in a committed amount of no less than Fifty Million Dollars ($50,000,000). (b) All directors and officers of the Seller and all Affiliates of the Seller, to whom or which the Seller is indebted as of the date of this Agreement either for borrowed money or for any other obligation, excluding salary, bonus or other compensation obligations, shall have caused such Debt to be Qualified Subordinated Debt, by executing and causing to be delivered to the Buyer a Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the corporate secretary of the Seller shall have certified each such 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.

Initial Purchase. The obligations of the Buyer 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 Buyer Agent shall have received (or be satisfied that it will receive by such deadline as the Buyer Agent shall specify) the following, all of which must be reasonably satisfactory in form and content to the Buyer: Agent: (i) this Agreement Agreement, the Side Letter, the Fee Letter, and the Electronic Tracking Agreement, in each case, duly executed by the parties; parties thereto; (ii) a UCC financing statements for statement naming the Purchased Loans covered Seller as debtor and security interests granted by this Agreementthe Agent, each duly authorized by on behalf of the Seller; 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 and such tax lien, judgment, litigation and bankruptcy searches in such jurisdictions as the Buyer may request, in each case satisfactory to the Buyer; Ohio; (iv) (A) the Electronic Tracking Agreement duly executed 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, MERS, MERSCORP, Inc. Seller and any Person who provides guaranty or collateral support for all or any of the Buyer; Obligations; (v) a copy of the corporate member resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Repurchase Transaction Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary a Responsible Officer of the Seller; ; (vi) an incumbency certificate showing the names and titles and bearing the signatures of the officers Responsible Officer(s) of the Seller authorized to execute the Repurchase Transaction Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary a Responsible Officer of the Seller; ; (vii) a copy of the bylaws 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 Incorporation 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 Buyer Agent in its sole discretion; (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 Buyer in its sole discretion; (x) evidence reasonably satisfactory to the Buyer (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 Buyer’s 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 Minnesota or other applicable law, that such instruments as are necessary to give the Buyer “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, with insurance providers reasonably acceptable to the Buyer, in each case naming the Buyer as an additional insured and providing for coverage in the amounts specified in Section 16.11; (xii) favorable written opinions of counsel to the Seller dated on or before the initial Purchase Date, addressed to the Buyer and in form and substance reasonably satisfactory to the Buyer and its legal counsel (a form containing opinions required to be included therein is set forth in Exhibit B), specifically stating that the Buyer and any person or entity that purchases the Purchased Loans from the Buyer can rely on it; provided, that Seller’s outside counsel may deliver its opinion at any time prior to January 15, 2010; (xiii) payment to the Buyer of the Facility Fee and all other fees and expenses (including the disbursements and reasonable fees of the Buyer’s attorneys) of the Buyer 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; (xiv) control agreements in form and substance reasonably satisfactory to the Buyer establishing its control of the Income Account and Escrow Account; and (xv) evidence satisfactory to the Buyer that the Seller has entered into an agreement with Citibank, N.A., or another financial institution acceptable to the Buyer in its sole discretion, providing mortgage warehouse financing in a committed amount of no less than Fifty Million Dollars ($50,000,000). (b) All directors and officers of the Seller and all Affiliates of the Seller, to whom or which the Seller is indebted as of the date of this Agreement either for borrowed money or for any other obligation, excluding salary, bonus or other compensation obligations, shall have caused such Debt to be Qualified Subordinated Debt, by executing and causing to be delivered to the Buyer a Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the corporate secretary of the Seller shall have certified each such 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.

Initial Purchase. The obligations of the Buyer 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 Buyer Agent shall have received (or be satisfied that it will receive by such deadline as the Buyer Agent shall specify) the following, all of which must be satisfactory in form and content to the BuyerAgent: (i) this Agreement duly executed by the parties; (ii) a UCC financing statements for statement with respect to the Purchased Loans covered and security interests granted by this Agreement, each duly authorized by the SellerCollateral; (iii) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State of Ohio and such tax lien, judgment, litigation and bankruptcy searches in such jurisdictions as the Buyer may request, in each case satisfactory to the BuyerDelaware; (iv) the Custody Agreement duly executed by the Agent, the Seller and the Custodian; (v) the MBS Custodial Agreement duly executed by the Agent, the Seller and the Approved MBS Custodian; (vi) the Electronic Tracking Agreement duly executed by the Seller, MERS, MERSCORPMERSCorp., Inc. and the BuyerAgent; (vvii) a copy of the corporate member resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Repurchase Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary a Responsible Officer of the Seller; (viviii) an incumbency certificate showing the names and titles and bearing the signatures of the officers Responsible Officer(s) of the Seller authorized to execute the Repurchase Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary a Responsible Officer of the Seller; (viiix) a copy of the bylaws Operating Agreement of the Seller, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller; (viiix) a copy of the Articles of Incorporation 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 Buyer Agent in its sole discretion; (ixxi) 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 Buyer Agent in its sole discretion; (xxii) evidence reasonably satisfactory to the Buyer Agent (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 Buyer’s 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 Minnesota Michigan or other applicable law, that such instruments as are necessary to give the Buyer Agent “control” of such investment property have been duly executed by the Seller and the relevant securities intermediary; (xixiii) within ten (10) days after the Effective Date, copies of an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, with providing such insurance providers reasonably acceptable to coverage as is customary for members of the Buyer, in each case naming the Buyer as an additional insured and providing for coverage in the amounts specified in Section 16.11;Seller’s industry; and (xii) favorable written opinions of counsel to the Seller dated on or before the initial Purchase Date, addressed to the Buyer and in form and substance reasonably satisfactory to the Buyer and its legal counsel (a form containing opinions required to be included therein is set forth in Exhibit B), specifically stating that the Buyer and any person or entity that purchases the Purchased Loans from the Buyer can rely on it; provided, that Seller’s outside counsel may deliver its opinion at any time prior to January 15, 2010; (xiiixiv) payment to the Buyer Agent or the Custodian, as applicable, of the Facility Fee, the Agent’s Fee, the Custodian’s Fee and all other fees and expenses (including the disbursements and reasonable fees of the BuyerAgent’s attorneys) of the Buyer 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; (xiv) control agreements in form and substance reasonably satisfactory to the Buyer establishing its control of the Income Account and Escrow Account; and (xv) evidence satisfactory to the Buyer that the Seller has entered into an agreement with Citibank, N.A., or another financial institution acceptable to the Buyer in its sole discretion, providing mortgage warehouse financing in a committed amount of no less than Fifty Million Dollars ($50,000,000). (b) All directors Except with respect to (i) any mortgage warehouse loans from or repurchase transactions with Parent permitted pursuant to Section 17.2(c) and officers (ii) obligations to remit loan proceeds to Parent or its Affiliates arising out of a sale of homes by Parent or such Affiliate financed by the Seller, 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 or other compensation obligations, shall have caused such Debt to be Qualified Subordinated Debt, by executing and causing to be delivered to the Buyer Agent a Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the corporate secretary a Responsible Officer of the Seller shall have certified each such 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.

Initial Purchase. The obligations of the Buyer 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 Buyer Agent shall have received (or be satisfied that it will receive by such deadline as the Buyer Agent shall specify) the following, all of which must be satisfactory in form and content to the Buyer: Agent: (i) this Agreement Agreement, the Pricing Side Letter, the Fee Letter, the Electronic Tracking Agreement, the Custody Agreement, in each case, duly executed by the parties; parties thereto; (ii) a UCC financing statements for statement naming the Purchased Loans covered Seller as debtor and security interests granted by this Agreementthe Agent, each duly authorized by on behalf of the Seller; 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 and such tax lien, judgment, litigation and bankruptcy searches in such jurisdictions as the Buyer may request, in each case satisfactory to the Buyer; Delaware; (iv) (A) the Electronic Tracking Agreement duly executed 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, MERS, MERSCORP, Inc. Seller and any Person who provides guaranty or collateral support for all or any of the Buyer; Obligations; (v) a copy of the corporate member resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Repurchase Transaction Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary a Responsible Officer of the Seller; ; (vi) an incumbency certificate showing the names and titles and bearing the signatures of the officers Responsible Officer(s) of the Seller authorized to execute the Repurchase Transaction Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary a Responsible Officer of the Seller; (vii) a copy of the bylaws 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 Incorporation 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 Buyer in its sole discretion; (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 Buyer in its sole discretion; (x) evidence reasonably satisfactory to the Buyer (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 Buyer’s 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 Minnesota or other applicable law, that such instruments as are necessary to give the Buyer “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, with insurance providers reasonably acceptable to the Buyer, in each case naming the Buyer as an additional insured and providing for coverage in the amounts specified in Section 16.11; (xii) favorable written opinions of counsel to the Seller dated on or before the initial Purchase Date, addressed to the Buyer and in form and substance reasonably satisfactory to the Buyer and its legal counsel (a form containing opinions required to be included therein is set forth in Exhibit B), specifically stating that the Buyer and any person or entity that purchases the Purchased Loans from the Buyer can rely on it; provided, that Seller’s outside counsel may deliver its opinion at any time prior to January 15, 2010; (xiii) payment to the Buyer of the Facility Fee and all other fees and expenses (including the disbursements and reasonable fees of the Buyer’s attorneys) of the Buyer 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; (xiv) control agreements in form and substance reasonably satisfactory to the Buyer establishing its control of the Income Account and Escrow Account; and (xv) evidence satisfactory to the Buyer that the Seller has entered into an agreement with Citibank, N.A., or another financial institution acceptable to the Buyer in its sole discretion, providing mortgage warehouse financing in a committed amount of no less than Fifty Million Dollars ($50,000,000). (b) All directors and officers of the Seller and all Affiliates of the Seller, to whom or which the Seller is indebted as of the date of this Agreement either for borrowed money or for any other obligation, excluding salary, bonus or other compensation obligations, shall have caused such Debt to be Qualified Subordinated Debt, by executing and causing to be delivered to the Buyer a Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the corporate secretary of the Seller shall have certified each such 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.

Initial Purchase. The obligations of the Buyer 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 Buyer Agent shall have received (or be satisfied that it will receive by such deadline as the Buyer Agent shall specify) the following, all of which must be reasonably satisfactory in form and content to the BuyerAgent: (i) this Agreement Agreement, the Pricing Side Letter, the Fee Letter, and the Electronic Tracking Agreement, in each case, duly executed by the partiesparties thereto; (ii) a UCC financing statements for statement naming the Purchased Loans covered Seller as debtor and security interests granted by this Agreementthe Agent, each duly authorized by on behalf of the SellerBuyers, 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 and such tax lien, judgment, litigation and bankruptcy searches in such jurisdictions as the Buyer may request, in each case satisfactory to the BuyerOhio; (iv) (A) the Electronic Tracking Agreement duly executed 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, MERS, MERSCORP, Inc. Seller and any Person who provides guaranty or collateral support for all or any of the Buyer;Obligations; 13312-786/M/I Financial Warehouse Facility (v) a copy of the corporate member resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Repurchase Transaction Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary a Responsible Officer of the Seller; (vi) an incumbency certificate showing the names and titles and bearing the signatures of the officers Responsible Officer(s) of the Seller authorized to execute the Repurchase Transaction Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary a Responsible Officer of the Seller; (vii) a copy of the bylaws 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 Incorporation 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 Buyer Agent in its sole discretion; (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 Buyer Agent in its sole discretion; (x) evidence reasonably satisfactory to the Buyer 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 Buyer’s 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 Minnesota New York or other applicable law, that such instruments as are necessary to give the Buyer 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, with providing such insurance providers reasonably acceptable to coverage as is customary for members of the Buyer, in each case naming the Buyer as an additional insured and providing for coverage in the amounts specified in Section 16.11Seller’s industry; (xii) favorable written opinions of counsel to the Seller dated on or before the initial Purchase Date, addressed to the Buyer and in form and substance reasonably satisfactory to the Buyer and its legal counsel (a form containing opinions required to be included therein is set forth in Exhibit B), specifically stating that the Buyer and any person or entity that purchases the Purchased Loans from the Buyer can rely on it; provided, that Seller’s outside counsel may deliver its opinion at any time prior to January 15, 2010; (xiii) payment to the Buyer Agent of the Facility Fee 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 BuyerAgent’s attorneys) of the Buyer 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; (xivxiii) control agreements 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 satisfactory acceptable to the Buyer establishing its control Agent; (xiv) satisfactory completion of a third-party audit, engaged by the Agent at the Seller’s sole cost and expense, of the Income Account Seller’s mortgage origination, secondary sales and Escrow Accountservicing practices; andand 13312-786/M/I Financial Warehouse Facility (xv) evidence satisfactory delivery to the Buyer Agent of a list of Approved Investors (it being agreed, for the avoidance of doubt, that the Seller has entered into an agreement with Citibank, N.A., or another financial institution acceptable to delivery of Schedule AI attached hereto herewith at the Buyer in its sole discretion, providing mortgage warehouse financing in a committed amount of no less than Fifty Million Dollars ($50,000,000Closing Date shall satisfy this condition precedent). (b) All directors members and officers 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 or bonus, other compensation obligationsobligations 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 Buyer Agent a Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the corporate secretary a Responsible Officer of the Seller shall have certified each such 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.

Initial Purchase. The obligations of the Buyer 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 Buyer Agent shall have received (or be satisfied that it will receive by such deadline as the Buyer Agent shall specify) the following, all of which must be satisfactory in form and content to the Buyer: Agent: (i) this Agreement duly executed by the parties; ; (ii) a UCC financing statements for statement with respect to the Purchased Loans covered and security interests granted by this Agreement, each duly authorized by the Seller; 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 and such tax lien, judgment, litigation and bankruptcy searches in such jurisdictions as the Buyer may request, in each case satisfactory to the Buyer; Delaware; (iv) (A) the Electronic Tracking Agreement duly executed 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, MERS, MERSCORP, Inc. Seller and any Person who provides guaranty or collateral support for all or any of the Buyer; Obligations; (v) a copy of the corporate member resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Repurchase Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary a Responsible Officer of the Seller; ; (vi) an incumbency certificate showing the names and titles and bearing the signatures of the officers Responsible Officer(s) of the Seller authorized to execute the Repurchase Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary a Responsible Officer of the Seller; ; (vii) a copy of the bylaws 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 Incorporation 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 Buyer Agent in its sole discretion; (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 Buyer in its sole discretion; (x) evidence reasonably satisfactory to the Buyer (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 Buyer’s 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 Minnesota or other applicable law, that such instruments as are necessary to give the Buyer “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, with insurance providers reasonably acceptable to the Buyer, in each case naming the Buyer as an additional insured and providing for coverage in the amounts specified in Section 16.11; (xii) favorable written opinions of counsel to the Seller dated on or before the initial Purchase Date, addressed to the Buyer and in form and substance reasonably satisfactory to the Buyer and its legal counsel (a form containing opinions required to be included therein is set forth in Exhibit B), specifically stating that the Buyer and any person or entity that purchases the Purchased Loans from the Buyer can rely on it; provided, that Seller’s outside counsel may deliver its opinion at any time prior to January 15, 2010; (xiii) payment to the Buyer of the Facility Fee and all other fees and expenses (including the disbursements and reasonable fees of the Buyer’s attorneys) of the Buyer 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; (xiv) control agreements in form and substance reasonably satisfactory to the Buyer establishing its control of the Income Account and Escrow Account; and (xv) evidence satisfactory to the Buyer that the Seller has entered into an agreement with Citibank, N.A., or another financial institution acceptable to the Buyer in its sole discretion, providing mortgage warehouse financing in a committed amount of no less than Fifty Million Dollars ($50,000,000). (b) All directors and officers of the Seller and all Affiliates of the Seller, to whom or which the Seller is indebted as of the date of this Agreement either for borrowed money or for any other obligation, excluding salary, bonus or other compensation obligations, shall have caused such Debt to be Qualified Subordinated Debt, by executing and causing to be delivered to the Buyer a Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the corporate secretary of the Seller shall have certified each such 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.

Initial Purchase. The obligations effectiveness of the Buyer to make the initial purchase under this Agreement are is subject to the Seller’s fulfillment of the following conditions precedent: (a) on the Buyer Closing Date, the Agent shall have received (or be satisfied that it will receive by such deadline as the Buyer Agent shall specify) the following, all of which must be satisfactory in form and content to the BuyerAgent: (i1) this Agreement duly executed by the parties; (ii) UCC financing statements for the Purchased Loans covered and security interests granted by this Agreement, each duly authorized by the Seller; (iii2) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State Commonwealth of Ohio Virginia and such tax lien, judgment, litigation and bankruptcy other searches in such jurisdictions or evidence as the Buyer Agent may request, in each case satisfactory require to confirm the BuyerAgent’s first-priority Lien on the Purchase Loans; (iv3) the Electronic Tracking Custody Agreement duly executed by the SellerAgent, MERS, MERSCORP, Inc. the Seller and the BuyerCustodian; (v4) a copy of the corporate resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Repurchase Documents, certified as of the date of this Agreement Closing Date by the Secretary or an Assistant Secretary of the Seller; (vi5) an incumbency certificate showing the names and titles and bearing the signatures of the officers of the Seller authorized to execute the Repurchase Documents, certified as of the date of this Agreement Closing Date by the Secretary or an Assistant Secretary of the Seller; (vii6) a copy of the bylaws of the Seller, certified as of the date of this Agreement Closing Date by the Secretary or an Assistant Secretary of the Seller; (viii7) a copy of the Articles of Incorporation 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 Buyer Agent in its sole discretion; (ix) 8) 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 Buyer Agent in its sole discretion; (x) evidence reasonably satisfactory to the Buyer (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 Buyer’s 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 Minnesota or other applicable law, that such instruments as are necessary to give the Buyer “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, with insurance providers reasonably acceptable to the Buyer, in each case naming the Buyer as an additional insured and providing for coverage in the amounts specified in Section 16.11; (xii) favorable written opinions of counsel to the Seller dated on or before the initial Purchase Date, addressed to the Buyer and in form and substance reasonably satisfactory to the Buyer and its legal counsel (a form containing opinions required to be included therein is set forth in Exhibit B), specifically stating that the Buyer and any person or entity that purchases the Purchased Loans from the Buyer can rely on it; provided, that Seller’s outside counsel may deliver its opinion at any time prior to January 15, 2010; (xiii9) payment to the Buyer Agent or the Custodian, as applicable, of the Facility Fee, the Agent’s Fee, if any, the Custodian’s Fee and all other fees and expenses (including the disbursements and reasonable fees of the BuyerAgent’s attorneys) of the Buyer Agent and the Buyers payable by the Seller pursuant to Section 9 accrued and billed for to the date Closing Date; (10) a copy of the Parent Subordinated Note, certified as true and complete by the Secretary or Assistant Secretary of the Seller’s execution and delivery of this Agreement; (xiv) control agreements in form and substance reasonably satisfactory to the Buyer establishing its control of the Income Account and Escrow Account; and (xv11) evidence satisfactory a certificate of the Secretary or Assistant Secretary of Seller of Seller certifying that no amendments have been made to the Buyer that the Seller has entered into an agreement with CitibankTax Allocation Agreement since August 5, N.A.2008, or another financial institution acceptable if any such amendments have been made, certifying as to the Buyer in its sole discretion, providing mortgage warehouse financing in a committed amount of no less than Fifty Million Dollars ($50,000,000)true and complete copies thereof. (b) The Seller shall have paid all accrued and unpaid fees, Repurchase Price and Price Differential due to the Departing Buyers as of the Effective Date. (c) The Electronic Tracking Agreement executed as of August 5, 2008, shall remain in full force and effect. (d) The Seller shall have delivered to the Agent all evidence of errors and omissions insurance and fidelity bond coverage required or requested under the Existing MRA. (e) All directors and officers of the Seller and all Affiliates of the SellerSeller (except, with respect to the Parent Subordinated Note, the Parent), to whom or which the Seller is indebted as of the date of this Agreement either for borrowed money or for any other obligationobligation of Fifty Thousand Dollars ($50,000) or more as of the date of this Agreement, excluding salary, bonus or other compensation obligations, shall have caused such Debt to be Qualified Subordinated Debt, by executing and causing to be delivered to the Buyer Agent a Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the corporate secretary of the Seller shall have certified each such 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.

Initial Purchase. The obligations of the Buyer 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 Buyer Agent shall have received (or be satisfied that it will receive by such deadline as the Buyer Agent shall specify) the following, all of which must be reasonably satisfactory in form and content to the BuyerAgent: (i) this Agreement Agreement, the Side Letter, the Fee Letter, and the Electronic Tracking Agreement, in each case, duly executed by the partiesparties thereto; (ii) a UCC financing statements for statement naming the Purchased Loans covered Seller as debtor and security interests granted by this Agreementthe Agent, each duly authorized by on behalf of the SellerBuyers, 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 and such tax lien, judgment, litigation and bankruptcy searches in such jurisdictions as the Buyer may request, in each case satisfactory to the BuyerOhio; (iv) (A) the Electronic Tracking Agreement duly executed 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, MERS, MERSCORP, Inc. Seller and any Person who provides guaranty or collateral support for all or any of the BuyerObligations; (v) a copy of the corporate member resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Repurchase Transaction Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary a Responsible Officer of the Seller; (vi) an incumbency certificate showing the names and titles and bearing the signatures of the officers Responsible Officer(s) of the Seller authorized to execute the Repurchase Transaction Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary a Responsible Officer of the Seller; (vii) a copy of the bylaws Operating Agreement of the Seller, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller;; MASTER REPURCHASE AGREEMENT – Page 60 13312-786/M/I Financial Warehouse Facility (viii) a copy of the Articles of Incorporation 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 Buyer Agent in its sole discretion; (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 Buyer Agent in its sole discretion; (x) evidence reasonably satisfactory to the Buyer 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 Buyer’s 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 Minnesota New York or other applicable law, that such instruments as are necessary to give the Buyer 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, with providing such insurance providers reasonably acceptable to coverage as is customary for members of the Buyer, in each case naming the Buyer as an additional insured and providing for coverage in the amounts specified in Section 16.11Seller’s industry; (xii) favorable written opinions of counsel to the Seller dated on or before the initial Purchase Date, addressed to the Buyer and in form and substance reasonably satisfactory to the Buyer and its legal counsel (a form containing opinions required to be included therein is set forth in Exhibit B), specifically stating that the Buyer and any person or entity that purchases the Purchased Loans from the Buyer can rely on it; provided, that Seller’s outside counsel may deliver its opinion at any time prior to January 15, 2010; (xiii) payment to the Buyer Agent of the Facility Fee 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 BuyerAgent’s attorneys) of the Buyer 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; (xivxiii) control agreements 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 satisfactory acceptable to the Buyer establishing its control Agent; (xiv) satisfactory completion of a third-party audit, engaged by the Agent at the Seller’s sole cost and expense, of the Income Account Seller’s mortgage origination, secondary sales and Escrow Accountservicing practices; and (xv) evidence satisfactory delivery to the Buyer Agent of a list of Approved Investors (it being agreed, for the avoidance of doubt, that the Seller has entered into an agreement with Citibank, N.A., or another financial institution acceptable to delivery of Schedule AI attached hereto herewith at the Buyer in its sole discretion, providing mortgage warehouse financing in a committed amount of no less than Fifty Million Dollars ($50,000,000Closing Date shall satisfy this condition precedent). (b) All directors members and officers 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 or bonus, other compensation obligationsobligations 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 Buyer Agent a Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the corporate secretary a Responsible Officer of the Seller shall have certified each such Subordination Agreement executed to satisfy the requirements of this MASTER REPURCHASE AGREEMENT – Page 61 13312-786/M/I Financial Warehouse Facility Section 14.1(b) to be true, complete and in full force and effect as of the date of the initial purchase.

Initial Purchase. The obligations of the Buyer 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 Buyer Agent shall have received (or be satisfied that it will receive by such deadline as the Buyer Agent shall specify) the following, all of which must be satisfactory in form and content to the BuyerAgent: (i) this Agreement duly executed by the parties; (ii) UCC financing statements for the Purchased Loans covered and security interests granted by this Agreement, each duly authorized by the Seller; (iii) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State of Ohio and such tax lien, judgment, litigation and bankruptcy searches in such jurisdictions as the Buyer may request, in each case satisfactory to the BuyerColorado; (iv) the Custody Agreement duly executed by the Agent, the Seller and the Custodian; (v) the Electronic Tracking Agreement duly executed by the Seller, MERS, MERSCORPMERSCorp., Inc. and the BuyerAgent; (vvi) a copy of the corporate resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Repurchase Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller; (vivii) an incumbency certificate showing the names and titles and bearing the signatures of the officers of the Seller authorized to execute the Repurchase Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller; (viiviii) a copy of the bylaws of the Seller, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller; (viiiix) a copy of the Articles of Incorporation 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 Buyer Agent in its sole discretion; (ixx) 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 Buyer Agent in its sole discretion; (xxi) evidence reasonably satisfactory to the Buyer Agent (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 Buyer’s 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 Minnesota New York or other applicable lawLaw, that such instruments as are necessary to give the Buyer Agent “control” of such investment property have been duly executed by the Seller and the relevant securities intermediary; (xixii) copies of an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, with providing such insurance providers reasonably acceptable to coverage as is customary for members of the Buyer, in each case naming the Buyer as an additional insured and providing for coverage in the amounts specified in Section 16.11Seller’s industry; (xiixiii) a favorable written opinions opinion of counsel to the Seller dated on or before the initial Purchase Date, addressed to the Buyer Agent and the Buyers and in form and substance reasonably satisfactory to the Buyer Agent and its legal counsel (a form containing opinions required to be included therein is are set forth in Exhibit B), specifically stating that the Buyer Agent and any person or entity that purchases the Purchased Loans from the Buyer can Buyers may rely on it; provided, that Seller’s outside counsel may deliver its opinion at any time prior to January 15, 2010;and (xiiixiv) payment to the Buyer Agent or the Custodian, as applicable, of the Facility Fee Fee, the Agent’s Fee, and all other fees and expenses (including the disbursements and reasonable fees of the BuyerAgent’s attorneys) of the Buyer 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; (xivxv) control agreements in form and substance reasonably satisfactory to the Buyer Agent establishing its control of the Income Account, Escrow Account, Operating Account, Repurchase Settlement Account and Escrow the Funding Account; and. (xvxvi) evidence Evidence satisfactory to the Buyer that the Seller has entered into an agreement with CitibankAgent that, N.A., or another financial institution acceptable after giving effect to the Buyer in its sole discretionTransaction contemplated by Section 3.7, providing mortgage warehouse financing in a committed amount of no less than Fifty Million Dollars ($50,000,000). (b) All directors and officers of the Seller and all Affiliates of the Seller, to whom or which ’s obligations under the Seller is indebted as of the date of this Warehousing Credit Agreement either for borrowed money or for any other obligation, excluding salary, bonus or other compensation obligations, shall principal will have caused such Debt to be Qualified Subordinated Debt, by executing and causing to be delivered to the Buyer a Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the corporate secretary of the Seller shall have certified each such Subordination Agreement executed to satisfy the requirements of this Section 14.1(b) to be true, complete and been paid in full force and effect as of the date of the initial purchasefull.

Initial Purchase. The obligations effectiveness of the Buyer to make the initial purchase under this Agreement are is subject to the Seller’s fulfillment of the following conditions precedent: (a) on the Buyer Effective Date, the Agent shall have received (or be satisfied that it will receive by such deadline as the Buyer Agent shall specify) the following, all of which must be satisfactory in form and content to the BuyerAgent: (i1) this Agreement duly executed by the parties; (ii) UCC financing statements for the Purchased Loans covered and security interests granted by this Agreement, each duly authorized by the Seller; (iii2) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State Commonwealth of Ohio Virginia and such tax lien, judgment, litigation and bankruptcy other searches in such jurisdictions or evidence as the Buyer Agent may request, in each case satisfactory require to confirm the BuyerAgent’s first-priority Lien on the Purchase Loans; (iv3) the Electronic Tracking Custody Agreement duly executed by the SellerAgent, MERS, MERSCORP, Inc. the Seller and the BuyerCustodian; (v4) a copy of the corporate resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Repurchase Documents, certified as of the date of this Agreement Effective Date by the Secretary or an Assistant Secretary of the Seller; (vi5) an incumbency certificate showing the names and titles and bearing the signatures of the officers of the Seller authorized to execute the Repurchase Documents, certified as of the date of this Agreement Effective Date by the Secretary or an Assistant Secretary of the Seller; (vii6) a copy of the bylaws of the Seller, certified as of the date of this Agreement Effective Date by the Secretary or an Assistant Secretary of the Seller; (viii7) a copy of the Articles of Incorporation 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 Buyer Agent in its sole discretion; (ix) 8) 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 Buyer Agent in its sole discretion; (x) evidence reasonably satisfactory to the Buyer (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 Buyer’s 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 Minnesota or other applicable law, that such instruments as are necessary to give the Buyer “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, with insurance providers reasonably acceptable to the Buyer, in each case naming the Buyer as an additional insured and providing for coverage in the amounts specified in Section 16.11; (xii) favorable written opinions of counsel to the Seller dated on or before the initial Purchase Date, addressed to the Buyer and in form and substance reasonably satisfactory to the Buyer and its legal counsel (a form containing opinions required to be included therein is set forth in Exhibit B), specifically stating that the Buyer and any person or entity that purchases the Purchased Loans from the Buyer can rely on it; provided, that Seller’s outside counsel may deliver its opinion at any time prior to January 15, 2010; (xiii9) payment to the Buyer Agent or the Custodian, as applicable, of the Facility Fee, the Agent’s Fee, if any, the Custodian’s Fee and all other fees and expenses (including the disbursements and reasonable fees of the BuyerAgent’s attorneys) of the Buyer 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 AgreementEffective Date; (xiv10) control agreements in form an Officer’s Certificate for the Seller dated the initial Purchase Date and substance reasonably satisfactory certifying truthfully that, (i) after giving effect to the Buyer establishing its control Transaction to occur on that Purchase Date, no Default or Event of Default will exist, (ii) all of the Income Account representations and Escrow Accountwarranties made by the Seller in the Repurchase Documents are true and correct as of the Effective Date and (iii) there has been no material adverse change since the Statement Date in any of the Central Elements in respect of the Seller or any of its Subsidiaries; (11) the Fee Letter, duly executed by the parties; (12) [Reserved]; and (xv13) evidence satisfactory a certificate of the Secretary or Assistant Secretary of Seller of Seller certifying that no amendments have been made to the Buyer that Tax Allocation Agreement since August 5, 2008 and to the Seller has entered into an agreement with CitibankParent Subordinated Note since July 25, N.A.2011, or another financial institution acceptable if any such amendments have been made, certifying as to the Buyer in its sole discretion, providing mortgage warehouse financing in a committed amount of no less than Fifty Million Dollars ($50,000,000)true and complete copies thereof. (b) The Electronic Tracking Agreement executed as of August 5, 2008, shall remain in full force and effect. (c) The Seller shall have delivered to the Agent all evidence of errors and omissions insurance and fidelity bond coverage required or requested under the Existing MRA. (d) All directors and officers of the Seller and all Affiliates of the SellerSeller (except, with respect to the Parent Subordinated Note, the Parent), to whom or which the Seller is indebted as of the date of this Agreement either for borrowed money or for any other obligationobligation of Fifty Thousand Dollars ($50,000) or more as of the date of this Agreement, excluding salary, bonus or other compensation obligations, shall have caused such Debt to be Qualified Subordinated Debt, by executing and causing to be delivered to the Buyer Agent a Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the corporate secretary of the Seller shall have certified each such Subordination Agreement executed to satisfy the requirements of this Section 14.1(b14.1(d) to be true, complete and in full force and effect as of the date of the initial purchase.

Initial Purchase. The obligations of the Buyer 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 Buyer Agent shall have received (or be satisfied that it will receive by such deadline as the Buyer Agent shall specify) the following, all of which must be satisfactory in form and content to the BuyerAgent: (i) this Agreement duly executed by the parties; (ii) a UCC financing statements for statement with respect to the Purchased Loans covered and security interests granted by this Agreement, each duly authorized by the SellerCollateral; (iii) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State of Ohio and such tax lien, judgment, litigation and bankruptcy searches in such jurisdictions as the Buyer may request, in each case satisfactory to the BuyerDelaware; (iv) the Custody Agreement duly executed by the Agent, the Seller and the Custodian; (v) the Electronic Tracking Agreement duly executed by the Seller, MERS, MERSCORPMERSCorp., Inc. and the BuyerAgent; (vvi) a copy of the corporate member resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Repurchase Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary a Responsible Officer of the Seller; (vivii) an incumbency certificate showing the names and titles and bearing the signatures of the officers Responsible Officer(s) of the Seller authorized to execute the Repurchase Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary a Responsible Officer of the Seller; (viiviii) a copy of the bylaws Operating Agreement of the Seller, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller; (viiiix) a copy of the Articles of Incorporation 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 Buyer Agent in its sole discretion; (ixx) 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 Buyer Agent in its sole discretion; (xxi) evidence reasonably satisfactory to the Buyer Agent (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 Buyer’s 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 Minnesota Michigan or other applicable law, that such instruments as are necessary to give the Buyer Agent “control” of such investment property have been duly executed by the Seller and the relevant securities intermediary; (xixii) copies of an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, with providing such insurance providers reasonably acceptable to coverage as is customary for members of the Buyer, in each case naming the Buyer as an additional insured and providing for coverage in the amounts specified in Section 16.11Seller’s industry; (xiixiii) a favorable written opinions opinion of counsel to the Seller dated on or before the initial Purchase Date, addressed to the Buyer Agent and the Buyers and in form and substance reasonably satisfactory to the Buyer Agent and its legal counsel (a form containing opinions required to be included therein is set forth in Exhibit B)counsel, specifically stating that the Buyer Agent, the Buyers and any person or entity that purchases the Purchased Loans from the Buyer Buyers can rely on it; provided, that Seller’s outside counsel may deliver its opinion at any time prior to January 15, 2010; (xiiixiv) payment to the Buyer Agent or the Custodian, as applicable, of the Facility Fee, the Agent’s Fee, the Custodian’s Fee and all other fees and expenses (including the disbursements and reasonable fees of the BuyerAgent’s attorneys) of the Buyer 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; (xiv) control agreements in form and substance reasonably satisfactory to the Buyer establishing its control of the Income Account and Escrow Account; and (xv) evidence satisfactory to the Buyer that the Seller has entered into an agreement with CitibankAgent that, N.A., or another financial institution acceptable after giving effect to the Buyer Transaction contemplated by Section 3.6, the Seller’s obligations under the Warehousing Credit Agreement for principal will have been paid in its sole discretion, providing mortgage warehouse financing in a committed amount of no less than Fifty Million Dollars ($50,000,000)full. (b) All directors Except with respect to (i) any mortgage warehouse loans from or repurchase transactions with Parent permitted pursuant to Section 17.2(c) and officers (ii) obligations to remit loan proceeds to Parent or its Affiliates arising out of a sale of homes by Parent or such Affiliate financed by the Seller, 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 or other compensation obligations, shall have caused such Debt to be Qualified Subordinated Debt, by executing and causing to be delivered to the Buyer Agent a Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the corporate secretary a Responsible Officer of the Seller shall have certified each such 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.

Initial Purchase. The obligations of the Buyer 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 Buyer Agent shall have received (or be satisfied that it will receive by such deadline as the Buyer Agent shall specify) the following, all of which must be satisfactory in form and content to the BuyerAgent: (i1) this Agreement duly executed by the parties; (ii2) UCC financing statements for the Purchased Loans covered and security interests granted by this Agreement, each duly authorized by the Seller; (iii3) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State Commonwealth of Ohio and such tax lien, judgment, litigation and bankruptcy searches in such jurisdictions as the Buyer may request, in each case satisfactory to the BuyerVirginia; (iv4) the Custody Agreement duly executed by the Agent, the Seller and the Custodian; (5) the Electronic Tracking Agreement duly executed by the Seller, MERS, MERSCORPMERSCorp., Inc. and the BuyerAgent; (v6) the NVR Funding III Subordination Agreement, duly executed by the Seller, NVR Funding III, Inc., the Agent and the Buyers, together with a copy of the NVR Funding III Note, certified as true and complete by the Secretary or Assistant Secretary of the Seller; (7) a copy of the corporate resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Repurchase Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller; (vi) 8) an incumbency certificate showing the names and titles and bearing the signatures of the officers of the Seller authorized to execute the Repurchase Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller; (vii9) a copy of the bylaws of the Seller, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller; (viii10) a copy of the Articles of Incorporation 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 Buyer Agent in its sole discretion; (ix11) 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 Buyer Agent in its sole discretion; (x12) evidence reasonably satisfactory to the Buyer Agent (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 Buyer’s 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 Minnesota New York or other applicable lawLaw, that such instruments as are necessary to give the Buyer Agent “control” of such investment property have been duly executed by the Seller and the relevant securities intermediary; (xi13) copies of an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, with providing such insurance providers reasonably acceptable to coverage as is customary for members of the Buyer, in each case naming the Buyer as an additional insured and providing for coverage in the amounts specified in Section 16.11Seller’s industry; (xii14) a favorable written opinions opinion of counsel to the Seller dated on or before the initial Purchase Date, addressed to the Buyer Agent and the Buyers and in form and substance reasonably satisfactory to the Buyer Agent and its legal counsel (a form containing opinions required to be included therein is are set forth in Exhibit B), specifically stating that the Buyer Agent, the Buyers and any person or entity that purchases the Purchased Eligible Loans from the Buyer Buyers can rely on it; provided, that Seller’s outside counsel may deliver its opinion at any time prior to January 15, 2010;and (xiii15) payment to the Buyer Agent or the Custodian, as applicable, of the Facility Fee, the Agent’s Fee, the Custodian’s Fee and all other fees and expenses (including the disbursements and reasonable fees of the BuyerAgent’s attorneys) of the Buyer 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; (xiv16) a control agreements agreement in form and substance reasonably satisfactory to the Buyer Agent establishing its control of the Income Operating Account, Repurchase Settlement Account and Escrow the Funding Account; (17) a copy of the Parent Subordinated Note, certified as true and complete by the Secretary or Assistant Secretary of the Seller; and (xv18) evidence satisfactory to a copy of the Buyer that Tax Allocation Agreement, with all amendments thereto, certified as true and complete by the Seller has entered into an agreement with Citibank, N.A., Secretary or another financial institution acceptable to the Buyer in its sole discretion, providing mortgage warehouse financing in a committed amount Assistant Secretary of no less than Fifty Million Dollars ($50,000,000)Seller. (b) All directors and officers of the Seller and all Affiliates of the SellerSeller (except, with respect to the Parent Subordinated Note, the Parent), to whom or which the Seller is shall be indebted as of the date of this Agreement either for borrowed money or for any other obligationobligation of Fifty Thousand Dollars ($50,000) or more as of the date of this Agreement, excluding salary, bonus or other compensation obligations, shall have caused such Debt to be Qualified Subordinated Debt, by executing and causing to be delivered to the Buyer Agent a Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the corporate secretary of the Seller shall have certified each such 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.

Initial Purchase. The obligations of the Buyer 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 Buyer Agent shall have received (or be satisfied that it will receive by such deadline as the Buyer Agent shall specify) the following, all of which must be satisfactory in form and content to the Buyer: Agent: (i) this Agreement duly executed by the parties; ; (ii) a UCC financing statements for statement with respect to the Purchased Loans covered and security interests granted by this Agreement, each duly authorized by the Seller; 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 and such tax lien, judgment, litigation and bankruptcy searches in such jurisdictions as the Buyer may request, in each case satisfactory to the Buyer; Delaware; (iv) (A) the Electronic Tracking Agreement duly executed 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, MERS, MERSCORP, Inc. Seller and any Person who provides guaranty or collateral support for all or any of the Buyer; Obligations; (v) a copy of the corporate member resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Repurchase Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary a Responsible Officer of the Seller; ; (vi) an incumbency certificate showing the names and titles and bearing the signatures of the officers Responsible Officer(s) of the Seller authorized to execute the Repurchase Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary a Responsible Officer of the Seller; ; (vii) a copy of the bylaws 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 Incorporation 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 Buyer Agent in its sole discretion; (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 Buyer in its sole discretion; (x) evidence reasonably satisfactory to the Buyer (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 Buyer’s 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 Minnesota or other applicable law, that such instruments as are necessary to give the Buyer “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, with insurance providers reasonably acceptable to the Buyer, in each case naming the Buyer as an additional insured and providing for coverage in the amounts specified in Section 16.11; (xii) favorable written opinions of counsel to the Seller dated on or before the initial Purchase Date, addressed to the Buyer and in form and substance reasonably satisfactory to the Buyer and its legal counsel (a form containing opinions required to be included therein is set forth in Exhibit B), specifically stating that the Buyer and any person or entity that purchases the Purchased Loans from the Buyer can rely on it; provided, that Seller’s outside counsel may deliver its opinion at any time prior to January 15, 2010; (xiii) payment to the Buyer of the Facility Fee and all other fees and expenses (including the disbursements and reasonable fees of the Buyer’s attorneys) of the Buyer 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; (xiv) control agreements in form and substance reasonably satisfactory to the Buyer establishing its control of the Income Account and Escrow Account; and (xv) evidence satisfactory to the Buyer that the Seller has entered into an agreement with Citibank, N.A., or another financial institution acceptable to the Buyer in its sole discretion, providing mortgage warehouse financing in a committed amount of no less than Fifty Million Dollars ($50,000,000). (b) All directors and officers of the Seller and all Affiliates of the Seller, to whom or which the Seller is indebted as of the date of this Agreement either for borrowed money or for any other obligation, excluding salary, bonus or other compensation obligations, shall have caused such Debt to be Qualified Subordinated Debt, by executing and causing to be delivered to the Buyer a Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the corporate secretary of the Seller shall have certified each such 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.59 Bodman_16842095_7

Initial Purchase. The obligations of the Buyer 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 Buyer Agent shall have received (or be satisfied that it will receive by such deadline as the Buyer Agent shall specify) the following, all of which must be satisfactory in form and content to the Buyer: Agent: MASTER REPURCHASE AGREEMENT – Page 68 13312-781/Pulte Mortgage Warehouse Facility (i) this Agreement Agreement, the Side Letter, the Fee Letter, the Electronic Tracking Agreement, the Custody Agreement, in each case, duly executed by the parties; parties thereto; (ii) a UCC financing statements for statement naming the Purchased Loans covered Seller as debtor and security interests granted by this Agreementthe Agent, each duly authorized by on behalf of the Seller; 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 and such tax lien, judgment, litigation and bankruptcy searches in such jurisdictions as the Buyer may request, in each case satisfactory to the Buyer; Delaware; (iv) (A) the Electronic Tracking Agreement duly executed 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, MERS, MERSCORP, Inc. Seller and any Person who provides guaranty or collateral support for all or any of the Buyer; Obligations; (v) a copy of the corporate member resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Repurchase Transaction Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary a Responsible Officer of the Seller; ; (vi) an incumbency certificate showing the names and titles and bearing the signatures of the officers Responsible Officer(s) of the Seller authorized to execute the Repurchase Transaction Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary a Responsible Officer of the Seller; ; (vii) a copy of the bylaws 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 Incorporation 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 Buyer Agent in its sole discretion; ; (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 Buyer Agent in its sole discretion; ; (x) evidence reasonably satisfactory to the Buyer Agent (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 Buyer’s 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 Minnesota Texas or other applicable law, that such instruments as are necessary to give the Buyer “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, with insurance providers reasonably acceptable to the Buyer, in each case naming the Buyer as an additional insured and providing for coverage in the amounts specified in Section 16.11; (xii) favorable written opinions of counsel to the Seller dated on or before the initial Purchase Date, addressed to the Buyer and in form and substance reasonably satisfactory to the Buyer and its legal counsel (a form containing opinions required to be included therein is set forth in Exhibit B), specifically stating that the Buyer and any person or entity that purchases the Purchased Loans from the Buyer can rely on it; provided, that Seller’s outside counsel may deliver its opinion at any time prior to January 15, 2010; (xiii) payment to the Buyer of the Facility Fee and all other fees and expenses (including the disbursements and reasonable fees of the Buyer’s attorneys) of the Buyer 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; (xiv) control agreements in form and substance reasonably satisfactory to the Buyer establishing its control of the Income Account and Escrow Account; and (xv) evidence satisfactory to the Buyer that the Seller has entered into an agreement with Citibank, N.A., or another financial institution acceptable to the Buyer in its sole discretion, providing mortgage warehouse financing in a committed amount of no less than Fifty Million Dollars ($50,000,000). (b) All directors and officers of the Seller and all Affiliates of the Seller, to whom or which the Seller is indebted as of the date of this Agreement either for borrowed money or for any other obligation, excluding salary, bonus or other compensation obligations, shall have caused such Debt to be Qualified Subordinated Debt, by executing and causing to be delivered to the Buyer a Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the corporate secretary of the Seller shall have certified each such 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.applicable