M I HOMES INC (Form: 10-K, Received: 02/26/2016 12:14:42)

Large accelerated filer

Accelerated filer

Non-accelerated filer

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K



x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2015



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number 1-12434

M/I HOMES, INC .

(Exact name of registrant as specified in it charter)



	Ohio		31-1210837
	(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3 Easton Oval, Suite 500, Columbus, Ohio 43219

(Address of principal executive offices) (Zip Code)

(614) 418-8000

(Registrant's telephone number, including area code)



Title of each class		Name of each exchange on which registered
Common Shares, par value $.01		New York Stock Exchange
Depositary Shares, each representing 1/1000 ^th of a 9.75% Series A Preferred Share		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.



Yes	No	X

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.



Yes	No	X

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



Yes	X	No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).



Yes	X	No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



Yes	No	X

As of June 30, 2015 , the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant's common shares (its only class of common equity) held by non-affiliates ( 23,936,106 shares) was approximately $590.5 million . The number of common shares of the registrant outstanding as of February 24, 2016 was 24,655,044 .

DOCUMENT INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for the 2016 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, are incorporated by reference into Part III of this Annual Report on Form 10-K.



TABLE OF CONTENTS
			PAGE NUMBER
PART 1.
	Item 1.	Business	3

	Items 1A.	Risk Factors	10

	Item 1B.	Unresolved Staff Comments	19

	Item 2.	Properties	19

	Item 3.	Legal Proceedings	20

	Item 4.	Mine Safety Disclosures	20

PART II.
	Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	21

	Item 6.	Selected Financial Data	23

	Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24

	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	45

	Item 8.	Financial Statements and Supplementary Data	47

	Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	86

	Item 9A.	Controls and Procedures	86

	Items 9B.	Other Information	87

PART III.
	Item 10.	Directors, Executive Officers and Corporate Governance	89

	Item 11.	Executive Compensation	89

	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	89

	Item 13.	Certain Relationships and Related Transactions, and Director Independence	89

	Item 14.	Principal Accounting Fees and Services	89

PART IV.
	Item 15.	Exhibits, Financial Statement Schedules	90

Signatures

PART I

Special Note of Caution Regarding Forward-Looking Statements

Certain information included in this report or in other materials we have filed or will file with the Securities and Exchange Commission (the “SEC”) (as well as information included in oral statements or other written statements made or to be made by us) contains or may contain forward-looking statements, including, but not limited to, statements regarding our future financial performance and financial condition. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements involve a number of risks and uncertainties. Any forward-looking statements that we make herein and in future reports and statements are not guarantees of future performance, and actual results may differ materially from those in such forward-looking statements as a result of various risk factors. Please see “Item 1A. Risk Factors” in Part I of this Annual Report on Form 10-K for more information regarding those risk factors.

Any forward-looking statement speaks only as of the date made. Except as required by applicable law, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in our subsequent reports on Forms 10-K, 10-Q and 8-K should be consulted. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995, and all of our forward-looking statements are expressly qualified in their entirety by the cautionary statements contained or referenced in this section.

Item 1. BUSINESS

General

M/I Homes, Inc. and subsidiaries (the “Company,” “we,” “us” or “our”) is one of the nation’s leading builders of single-family homes. The Company was incorporated, through predecessor entities, in 1973 and commenced homebuilding activities in 1976, with 2016 marking our 40th year of business. Since that time, the Company has delivered over 94,000 homes.

The Company consists of two distinct operations: homebuilding and financial services. Our homebuilding operations are aggregated for reporting purposes into three reporting segments - the Midwest, Mid-Atlantic and Southern regions. Our financial services operations support our homebuilding operations by providing mortgage loans and title services to the customers of our homebuilding operations and is reported as its own segment. Please see Note 15 of our Consolidated Financial Statements for additional information related to the financial and operating results for each of our reporting segments.

Our homebuilding operations comprise the most substantial portion of our business, representing 97% of consolidated revenue in 2015 and 98% in 2014 . We design, market, construct and sell single-family homes and attached townhomes to first-time, move-up, empty-nester and luxury buyers. In addition to home sales, our homebuilding operations generate revenue from the sale of land and lots. We use the term “home” to refer to a single-family residence, whether it is a single-family home or other type of residential property, and we use the term “community” to refer to a single development in which we construct homes. We primarily construct homes in planned development communities and mixed-use communities. We are currently offering homes for sale in 175 communities within 14 markets located in nine states. Our average sales price of homes delivered during 2015 was $346,000 , and the average sales price of our homes in backlog at December 31, 2015 was $372,000 . We offer homes ranging from a base sales price of approximately $140,000 to $1,200,000 and believe that this range of price points allows us to appeal to and attract a wide range of buyers. We believe that we distinguish ourselves from competitors by offering homes in select areas with a high level of design and construction quality within a given price range, providing superior customer service and offering mortgage and title services in order to fully serve our customers. In our experience, our product offerings and customer service make the homebuying process more efficient for our customers.

Our financial services operations generate revenue primarily from originating and selling mortgages and collecting fees for title insurance and closing services. We offer mortgage banking services to our homebuyers through our 100%-owned subsidiary, M/I Financial, LLC (“M/I Financial”). We offer title services through subsidiaries that are either 100% or majority owned by the Company. Our financial services operations accounted for 3% of our consolidated revenues in 2015 and 2% in 2014 . See the “Financial Services” section below for additional information regarding our financial services operations.

Our principal executive offices are located at 3 Easton Oval, Suite 500, Columbus, Ohio 43219. The telephone number of our corporate headquarters is (614) 418-8000 and our website address is www.mihomes.com. Information on our website is not a part of and shall not be deemed incorporated by reference in this Form 10-K.

Markets

Our 14 homebuilding divisions are aggregated into the following three segments for reporting purposes:



Region	Market/Division	Year Operations Commenced
Midwest	Columbus, Ohio	1976
Midwest	Cincinnati, Ohio	1988
Midwest	Indianapolis, Indiana	1988
Midwest	Chicago, Illinois	2007
Midwest	Minneapolis/St. Paul, Minnesota	2015
Southern	Tampa, Florida	1981
Southern	Orlando, Florida	1984
Southern	Houston, Texas	2010
Southern	San Antonio, Texas	2011
Southern	Austin, Texas	2012
Southern	Dallas/Fort Worth, Texas	2013
Mid-Atlantic	Charlotte, North Carolina	1985
Mid-Atlantic	Raleigh, North Carolina	1986
Mid-Atlantic	Washington, D.C.	1991

We believe we have experienced management teams in each of our divisions with local market expertise. Our business requires in-depth knowledge of local markets to acquire land in desirable locations and on favorable terms, engage subcontractors, plan communities that meet local demand, anticipate consumer tastes in specific markets, and assess local regulatory environments. Although we centralize certain functions (such as accounting, human resources, legal, marketing, product development, purchasing administration, and risk management) to benefit from economies of scale, our local management, generally under the direction of an Area President and supervised by a Region President, exercises considerable autonomy in identifying land acquisition opportunities, developing and implementing product and sales strategies, and controlling costs.

Industry Overview and Current Market Conditions

Housing market conditions were generally favorable in 2015 as demand for new homes improved, reflecting positive underlying demographic and economic trends, including low interest rates and improved consumer confidence, higher employment levels in most of our markets, and improved mortgage availability. We expect continued modest improvement in the overall housing market in 2016 , driven by these factors, accelerating household formation, improving own-versus-rent dynamics, and attractive home affordability relative to income levels. According to the U.S. Census Bureau, new home sales increased in 2015 with 501,000 new homes sold in the United States compared to 435,000 sold in 2014 and 428,000 sold in 2013 , and we expect new home sales to continue to increase in 2016 . The number of housing permits issued in the United States also increased to an estimated 1,178,000 in 2015 compared to 1,033,000 in 2014 and 975,000 in 2013 .

Business Strategy

We believe that we are well-positioned to further improve our profitability and results in 2016 , as a result of our market expansions into Texas and, most recently, Minnesota, and our solid competitive positions in our other markets, combined with the 17% increase in our number of active communities in 2015 . Consistent with our focus on improving long-term financial results, we expect to continue to emphasize the following strategic business objectives in 2016 :


•	profitably growing our presence in our existing markets, including opening new communities;


•	reviewing new markets for investment opportunities;


•	maintaining a strong balance sheet; and


•	emphasizing customer service, product quality and design, and premier locations.

However, we can provide no assurance that the positive trends reflected in our financial and operating metrics in 2014 and 2015 will continue in 2016 .

Sales and Marketing

During 2015 , we continued to focus our marketing efforts on first-time and move-up homebuyers, including home designs targeted to empty-nester homebuyers. We market and sell our homes primarily under the M/I Homes and Showcase Collection (exclusively by M/I Homes) brands and, following our acquisition of a privately-held homebuilder in the Minneapolis/St. Paul market in

December 2015, we also currently operate under the name Hans Hagen Homes in that market. Our marketing efforts are directed at driving product preference for the M/I Homes brand over other homebuilders or the resale market.

We provide our homebuyers with the following products, programs and services which we believe differentiate our brand: (1) homes with high quality construction located in attractive areas and desirable communities that are supported by our industry leading15-year transferable structural warranty in the majority of our markets (or a 10-year transferable structural warranty in our Texas markets); (2) fully furnished model homes and highly-trained sales consultants to build the buyer’s confidence and enhance the quality of the homebuying experience; (3) our Whole Home Building Standards which are designed to deliver features and benefits that validate the buyer’s expectation for a better-built home, including a more eco-friendly and energy efficient home that we believe will generally save our customers up to 30% on their energy costs compared to a home that is built to minimum code requirements; (4) our StyleSmart Design Centers and suite of home design products and StyleSmart Design Consultants that assist our homebuyers in selecting product and design options; (5) our mortgage financing programs that we offer through M/I Financial, including competitive fixed-rate and adjustable-rate loans; (6) our Ready Now Homes program which offers homebuyers the opportunity to close on certain new homes in 60 days or less; and (7) our unwavering focus on customer care and customer satisfaction.

We invest in designing and decorating fully-furnished and distinctive model homes intended to create an atmosphere reflecting how people live today and help our customers imagine the possibilities for a “home of their own -- just the way they dreamed it.” We also carefully select the interior decorating of our model homes to reflect the lifestyles of our prospective buyers. We believe these models showcase our homes at their maximum livability and potential and provide ideas and inspiration for our customers to incorporate valuable design options into their new home.

Our company-employed sales consultants are trained and prepared to meet the buyer’s expectations and build the buyer’s confidence by fully explaining the features and benefits of our homes, helping each buyer determine which home best suits their needs, explaining the construction process, and assisting the buyer in choosing the best financing option. Significant attention is given to the ongoing training of all sales personnel to assure a high level of professionalism and product knowledge. As of December 31, 2015 , we employed 169 new home sales consultants.

By offering whole home energy-efficient homes to our customers, we enable our homebuyers to save on their energy costs (the second largest cost of homeownership) compared to a home that is built to minimum code requirements. We use independent RESNET-Certified Raters and the HERS (Home Energy Rating System) Index, the national standard for energy efficiency, to measure the performance of our homes, including insulation, ventilation, air tightness, and the heating and cooling system. Our divisions’ average scores are generally better than the EPA’s Energy Star target standard of 72-75, 100 for a home built to the original code standard, and 130 or higher for a resale home.

To further enhance the homebuying process, we operate StyleSmart Design Centers in a majority of our markets. Our design centers allow our homebuyers to select from thousands of product and design options that are available for purchase as part of the original construction of their homes. Our centers are staffed with StyleSmart Design Consultants who help our homebuyers select the right combination of options to meet their budget, lifestyle and design sensibilities. In most of our markets, we offer our homebuyers the option to consider and make design planning decisions using our Envision online design tool. We believe this tool is helpful for prospective buyers to use during the planning phase and makes their actual visit to our design centers more productive and efficient as our consultants are able to view the buyer’s preliminary design selections and pull samples in advance of the buyer’s visit.

We also offer specialized mortgage financing programs through M/I Financial to assist our homebuyers. We offer conventional financing options along with Federal Housing Authority (“FHA”), U.S. Veterans Administration (“VA”), the United States Department of Agriculture (“USDA”) and state housing bond programs. M/I Financial often provides closing cost assistance and below market interest rates.

M/I Financial offers our potential homebuyers “one-stop” shopping by providing financing and title services for the purchase of their home, which we believe saves our customers both time and money. M/I Financial provides our homebuyers with access to several of what we believe are the best mortgage programs available through its networks, which include many of the major mortgage providers in the United States. We aim to offer our homebuyers unique programs with below-market financing options that are more competitive than what homebuyers could obtain on their own. With respect to title services, M/I Financial works closely with our homebuilding divisions so that we are able to provide an organized and efficient home delivery process.

We also build inventory homes in most of our communities to support our Ready Now Homes program, which offers homebuyers the opportunity to close on certain new homes in 60 days or less. These homes enhance our marketing and sales efforts to prospective homebuyers who require a home delivery within a short time frame. We determine our inventory homes strategy in each market based on local market factors, such as job growth, the number of job relocations, housing demand and supply, seasonality and our

past experience in the market. We maintain a level of inventory homes in each community based on our current and planned sales pace, and we monitor and adjust inventory homes on an ongoing basis as conditions warrant.

We seek to keep our homebuyers actively involved in the construction of their new home, giving them increased engagement throughout the design and construction process. Our goal is to put the buyer first and enhance the total homebuying experience. We believe prompt and courteous responses to homebuyers’ needs throughout the homebuying process reduce post-delivery repair costs, enhance our reputation for quality and service, and encourage repeat and referral business from homebuyers and the real estate community.

Finally, we believe our ultimate differentiator comes from the principles our company was founded upon -- integrity and delivering superior customer service and a quality product. Our customer satisfaction scores are measured by an independent third-party company 30 days and 6 months after delivery to hold us accountable for building a home of the highest quality.

We market our homes using traditional media such as newspapers, magazines, direct mail, billboards, radio and television. The particular media used differs from market to market based on area demographics and other competitive factors. In recent years, we have also significantly increased the reach of our website through enhanced search engine optimization and search engine marketing. We also have increased the number of referral sites, such as Zillow.com and Trulia.com, that we use to drive incremental leads to our internet sales associates. We also use email and database marketing, which have become an increasingly important part of our marketing. We use our social media presence to communicate to potential homebuyers the experiences of customers who have bought our homes and to provide social content about our homes and design features. In the last five years, we have experienced a significant increase in sales demand from buyers who initially identified us online.

Product Lines, Design and Construction

Our residential communities are generally located in suburban areas that are easily accessible through public and personal transportation. Our communities are designed as neighborhoods that fit existing land characteristics. We strive to achieve diversity among architectural styles within a community by offering a variety of house models and several exterior design options for each model and preserve existing trees and foliage whenever practicable. Normally, homes of the same type or color may not be built next to each other. We believe our communities have attractive entrances with distinctive signage and landscaping and our added attention to community detail avoids a “development” appearance and gives each community a diversified neighborhood appearance.

We offer homes ranging from a base sales price of approximately $140,000 to $ 1,200,000 and from approximately 1,400 to 5,500 square feet. In addition to single-family detached homes, we also offer attached townhomes in some of our markets. By offering a wide range of homes, we are able to attract first-time, move-up, empty-nester and luxury homebuyers. It is our goal to sell more than one home to our buyers, and we believe we have had success in this strategy.

We devote significant resources to the research, design and development of our homes to meet the demands of our buyers as well as the changing market requirements. Across all of our divisions, we currently offer over 690 different floor plans designed to reflect current lifestyles and design trends. Our Showcase Collection is designed for our move-up, empty-nester and luxury homebuyers and offers more design options, larger floor plans, and a higher-end product line of homes in upscale communities. In addition, we are developing new floor plans and communities specifically for the growing empty-nester market. These plans (primarily ranch and main floor master bedroom type plans) focus on move-down buyers, are smaller in size, and feature outdoor living potential, fewer bedrooms, and better community amenities. Our primary market remains move-up buyers and, as a result, we focus significant attention on current trends, livability and offering design flexibility to our customers. We have value-engineered all of our product lines to reduce production costs and construction cycle times while adhering to our quality standards and using materials and construction techniques that reflect our commitment to more environmentally conscious homebuilding methods. It is a core value of M/I Homes to offer homes that reflect current design and lifestyle trends. Our homebuilding divisions share successful plans with other divisions, when appropriate.

All of our homes are constructed according to proprietary designs that meet the applicable FHA and VA requirements and all local building codes. We attempt to maintain efficient operations by utilizing standardized materials. Our raw materials consist primarily of lumber, concrete and similar construction materials, and while these materials are generally available from a variety of sources, we have reduced construction and administrative costs by executing national purchasing contracts with select vendors. Our homes are constructed according to standardized prototypes which are designed and engineered to provide innovative product design while attempting to minimize costs of construction and control product consistency and availability. We generally employ subcontractors for the installation of site improvements and the construction of homes. The construction of each home is supervised by a Personal Construction Supervisor who reports to a Production Manager, both of whom are employees of the Company. Our Personal Construction Supervisors manage the scheduling and construction process. Subcontractor work is performed pursuant to written agreements that require our subcontractors to comply with all applicable laws and labor practices, follow local building

codes and permits, and meet performance, warranty, and insurance requirements. The agreements are generally short-term, with terms from six to twelve months, and specify a fixed price for labor and materials. The agreements are structured to provide price protection for a majority of the higher-cost phases of construction for homes in our backlog. In 2015 , we experienced modest construction delays due to shortage of materials and/or labor; however, we cannot predict the extent to which shortages in necessary materials or labor may occur in the future. The materials are substantially comprised of natural resource commodities; therefore, their cost and availability is subject to national and global price fluctuations and inflation, each of which could be impacted by legislation or regulation relating to energy and climate change.We generally begin construction on a majority of our homes after we have obtained a sales contract and preliminary oral confirmation from the buyer’s lender that financing should be approved. In certain markets, contracts may be accepted contingent upon the sale of an existing home, and construction may be authorized through a certain phase prior to satisfaction of that contingency. The construction of our homes typically takes approximately four to six months from the start of construction to completion of the home, depending on the size and complexity of the particular home being built, weather conditions, and the availability of labor, materials, and supplies.

We also begin construction on inventory homes (i.e., homes started in the absence of an executed contract) to facilitate delivery of homes on an immediate-need basis under our Ready Now Homes program and to provide presentation of new products. For some prospective buyers, selling their existing home has become a less predictable process and, as a result, when they sell their home, they often need to find, buy and move into a new home in 60 days or less. Other buyers simply prefer the certainty provided by being able to fully visualize a home before purchasing it. Of the total number of homes closed in 2015 and 2014 , 52% and 55% , respectively, were inventory homes which include both homes started as inventory homes and homes that started under a contract that were later cancelled and became inventory homes as a result.

Backlog

We sell our homes under standard purchase contracts, which generally require a homebuyer deposit at the time of signing the contract. The amount of the deposit varies among markets and communities. Homebuyers are also generally required to pay additional deposits when they select options or upgrades for their homes. Most of our home purchase contracts stipulate that if a homebuyer cancels a contract with us, we have the right to retain the homebuyer’s deposits. However, we generally permit our homebuyers to cancel their obligations and obtain refunds of all or a portion of their deposits (unless home construction has started) in the event mortgage financing cannot be obtained within the period specified in their contract as a means to maintain goodwill with the potential buyer.

Backlog consists of homes that are under contract but have not yet been delivered. Ending backlog represents the number of homes in backlog from the previous period plus the number of net new contracts (new contracts for homes less cancellations) generated during the current period minus the number of homes delivered during the current period. The backlog at any given time will be affected by cancellations. Due to the seasonality of the homebuilding industry, the number of homes delivered has historically increased from the first to the fourth quarter in any year.

As of December 31, 2015 , we had a total of 1,531 homes, with $569.4 million aggregate sales value, in backlog in various stages of completion, including homes that are under contract but for which construction had not yet begun. As of December 31, 2014 , we had a total of 1,222 homes, with $425.2 million aggregate sales value, in backlog. Homes included in year-end backlog are typically included in homes delivered in the subsequent year.

Warranty

We provide certain warranties in connection with our homes and also have a program to perform multiple inspections on each home that we sell. Immediately prior to delivery and as needed after a home is delivered, we inspect each home with the buyer. The Company offers a limited warranty program (“Home Builder’s Limited Warranty”). In addition, for homes sold after December 1, 2015, we offer a ten or fifteen-year transferable structural limited warranty, and for homes sold after April 25, 1998 and on or before December 1, 2015, we offered a ten or thirty-year transferable structural limited warranty. The Home Builder’s Limited Warranty covers construction defects for a statutory period based on geographic market and state law (currently ranging from five to ten years for the states in which the Company operates) and includes a mandatory arbitration clause. We also pass along to our homebuyers all warranties provided by the manufacturers or suppliers of components installed in each home. Although our subcontractors are generally required to repair and replace any product or labor defects during their respective warranty periods, we are ultimately responsible to the homeowner for making such repairs during our applicable warranty period. Accordingly, we have estimated and established reserves for both our Home Builder’s Limited Warranty and potential future structural warranty costs based on the number of home deliveries and historical data trends for our communities. In the case of the structural warranty, we also employ an actuary to assist in the determination of our future costs on an annual basis. Our warranty expense was approximately 1.0% , 1.1% and 0.9% of total housing revenue in 2015, 2014 and 2013 , respectively.

Land Acquisition and Development

We continuously evaluate land acquisition opportunities in the normal course of our homebuilding business, and we focus on both the replenishment of our lot positions and adding to our lot positions in key submarkets to expand our market share. Our goal is to maintain an approximate three to five-year supply of lots, including lots controlled under option contracts and purchase agreements, which we believe provides an appropriate horizon for addressing regulatory matters and land development and the subsequent build-out of the homes in each community, and allows us to manage our business plan for future home deliveries.

We seek to meet our need for lots by obtaining advantageous land positions in desirable locations in a cost effective manner that is responsive to market conditions and maintains our financial strength and liquidity. Before entering into a contract to acquire land, we complete extensive comparative studies and analyses, which assist us in evaluating the economic feasibility of the land acquisition. We consider a number of factors, including projected rates of return, estimated gross margins, and projected pace of absorption and sales prices of the homes to be built, all of which are impacted by our evaluation of population and employment growth patterns, demographic trends and competing new home subdivisions and resales in the relevant sub-market.

We attempt to acquire land with a minimum cash investment and negotiate takedown options when available from sellers. We also restrict the use of guarantees or commitments in our land contracts to limit our financial exposure to the amounts invested in the property and pre-development costs during the life of the community we are developing. We believe this approach significantly reduces our risk. In addition, we generally obtain necessary development approvals before we acquire land. We acquire land primarily through contingent purchase agreements, which typically condition our obligation to purchase land upon approval of zoning, utilities, soil and subsurface conditions, environmental and wetland conditions, market analysis, development costs, title matters and other property-related criteria. We only enter into a commitment to purchase land after we complete a thorough market and financial evaluation. All land and lot purchase agreements and the funding of land purchases require the approval of our corporate land acquisition committee, which is comprised of our senior management team and key operating and financial executives. Purchase agreements to acquire developed lots and raw land to be developed are generally contingent upon satisfaction of certain requirements by us and the sellers, such as zoning approval and availability of building permits. Further details relating to our land option agreements are included in Note 1 to our Consolidated Financial Statements.

In 2015 , we continued to increase our investments in land acquisition, land development and housing inventory to meet increasing housing demand and expand our operations in certain markets. In both 2015 and 2014 , we developed over 76% of our lots internally, primarily due to a lack of availability of developed lots in desirable locations in the market. Raw land that requires development generally remains more available. In order to minimize our investment and risk of large exposure in a single location, we have periodically partnered with other land developers or homebuilders to share in the cost of land investment and development through joint ownership and development agreements, joint ventures, and other similar arrangements. For joint venture arrangements where a special purpose entity is established to own the property, we enter into limited liability company or similar arrangements (“LLCs”) with the other partners. Further details relating to our unconsolidated joint ventures are included in Note 1 to our Consolidated Financial Statements.

During the development of lots, we are required by some municipalities and other governmental authorities to provide completion bonds or letters of credit for sewer, streets and other improvements. The development agreements under which we are required to provide completion bonds or letters of credit are generally not subject to a required completion date and only require that the improvements are in place in phases as homes are built and sold. In locations where development has progressed, the amount of development work remaining to be completed is typically less than the remaining amount of bonds or letters of credit due to timing delays in obtaining release of the bonds or letters of credit. Our ability to continue development activities over the long-term will depend upon, among other things, a suitable economic environment and our continued ability to locate suitable parcels of land, enter into options or agreements to purchase such land, obtain governmental approvals for such land, and consummate the acquisition and development of such land.

In the normal course of our homebuilding business, we balance the economic risk of owning lots and land with the necessity of having lots available for construction of our homes. The following table sets forth our land position in lots (including lots held in unconsolidated joint ventures) at December 31, 2015 :



	Lots Owned
Region	Developed Lots	Lots Under Development	Undeveloped Lots ^(a)	Total Lots Owned	Lots Under Contract	Total
Midwest	1,795	189	1,937	3,921	4,220	8,141
Southern	1,800	763	2,101	4,664	4,972	9,636
Mid-Atlantic	964	360	1,490	2,814	1,831	4,645
Total	4,559	1,312	5,528	11,399	11,023	22,422


(a)	Includes our interest in raw land held by unconsolidated joint ventures expected to be developed into 1,029 lots.

Financial Services

We sell our homes to customers who generally finance their purchases through mortgages. M/I Financial provides our customers with competitive financing and coordinates and expedites the loan origination transaction through the steps of loan application, loan approval, and closing and title services. M/I Financial provides financing services in all of our housing markets. We believe that our ability to offer financing to customers on competitive terms as a part of the sales process is an important factor in completing sales.

M/I Financial has been approved by the U.S. Department of Housing and Urban Development, the VA and the USDA to originate mortgages that are insured and/or guaranteed by these entities. In addition, M/I Financial has been approved by the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and the Federal National Mortgage Association (“Fannie Mae”) as a seller and servicer of mortgages and as a Government National Mortgage Association (“Ginnie Mae”) issuer. Our agency approvals, along with a sub-servicing relationship, allow us to sell loans on either a servicing released or servicing retained basis. This option provides flexibility and additional financing options to our customers.

We also provide title and closing services to purchasers of our homes through our 100%-owned subsidiaries, TransOhio Residential Title Agency Ltd., M/I Title Agency Ltd., and M/I Title LLC, and our majority-owned subsidiary, Washington/Metro Residential Title Agency, LLC. Through these entities, we serve as a title insurance agent by providing title insurance policies and examination and closing services to purchasers of our homes in Columbus, Tampa, Orlando, San Antonio, Houston and the Washington, D.C. markets. In addition, TransOhio Residential Title Agency Ltd. provides examination and title insurance services to our housing markets in Raleigh, Charlotte, Chicago, Indianapolis and Cincinnati. We assume no underwriting risk associated with the title policies.

Corporate Operations

Our corporate operations and home office are located in Columbus, Ohio, where we perform the following functions at a centralized level:


•	establish strategy, goals and operating policies;


•	ensure brand integrity and consistency across all local and regional communications;


•	monitor and manage the performance of our operations;


•	allocate capital resources;


•	provide financing and perform all cash management functions for the Company, and maintain our relationship with lenders;


•	maintain centralized information and communication systems; and


•	maintain centralized financial reporting, internal audit functions, and risk management.

Competition

The homebuilding industry is fragmented and highly competitive. We operate as a top ten builder in the majority of our markets. We compete with numerous national, regional, and local homebuilders in each of the geographic areas in which we operate. Our competition ranges from small local builders to larger regional builders to publicly-owned builders and developers, some of which have greater financial, marketing, land acquisition, and sales resources than us. Previously owned homes and the availability of rental housing provide additional competition. We compete primarily on the basis of price, location, design, quality, service, and reputation. Our financial services operations compete with other mortgage lenders to arrange financings for homebuyers. Principal competitive factors include interest rates and other features of mortgage loan products available to the consumer.

Government Regulation and Environmental Matters

Our homebuilding and financial services operations are subject to compliance with numerous laws and regulations. Our homebuilding operations must comply with various federal, state and local statutes, ordinances, rules and regulations concerning environmental, zoning, building, design, construction, sales, and similar matters. These regulations increase the cost to produce and market our products, and in some instances, delay our developers’ ability to deliver finished lots to us. Counties and cities in which we build homes have at times declared moratoriums on the issuance of building permits and imposed other restrictions in the areas in which sewage treatment facilities and other public facilities do not reach minimum standards. In addition, our homebuilding operations are regulated in certain areas by restrictive zoning and density requirements that limit the number of homes that can be built within the boundaries of a particular area.

Our mortgage company and title insurance agencies must comply with various federal and state laws and regulations (including requirements for participation in programs offered by FHA, VA, USDA, Ginnie Mae, Fannie Mae and Freddie Mac). These laws and regulations restrict certain activities of our financial services operations as further described in our description of “Risk Factors” below in Item 1A. In addition, our financial services operations are subject to regulation at the state and federal level, including regulations issued by the Consumer Financial Protection Bureau (the “CFPB”) with respect to specific origination, selling and servicing practices.

Seasonality

Our homebuilding operations experience significant seasonality and quarter-to-quarter variability in homebuilding activity levels. In general, homes delivered increase substantially in the second half of the year. We believe that this seasonality reflects the tendency of homebuyers to shop for a new home in the spring with the goal of closing in the fall or winter, as well as the scheduling of construction to accommodate seasonal weather conditions. Our financial services operations also experience seasonality because their loan originations correspond with the delivery of homes in our homebuilding operations.

Employees

At December 31, 2015 , we employed 1,008 people (including part-time employees), of which 808 were employed in homebuilding operations, 114 were employed in financial services and 86 were employed in management and administrative services. No employees are represented by a collective bargaining agreement.

Available Information

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). These filings are available to the public on the SEC’s website at www.sec.gov. Our periodic reports and any other information we file with the SEC may be inspected without charge and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room.

Our website address is www.mihomes.com. We make available, free of charge, on or through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our website also includes printable versions of our Corporate Governance Guidelines, our Code of Business Conduct and Ethics, and the charters for each of our Audit, Compensation, and Nominating and Corporate Governance Committees. The contents of our website are not incorporated by reference in, or otherwise made a part of, this Annual Report on Form 10-K.

Item 1A. RISK FACTORS

Our future results of operations, financial condition and liquidity and the market price for our securities are subject to numerous risks, many of which are driven by factors that cannot be controlled or predicted. The following cautionary discussion of risks, uncertainties and assumptions relevant to our business includes factors we believe could cause our actual results to differ materially from expected and historical results. Other factors beyond those listed below, including factors unknown to us and factors known to us which we have not currently determined to be material, could also adversely affect our business, results of operations, financial condition, prospects and cash flows. Also see “Forward-looking Statements” above.

Homebuilding Market and Economic Risks

The homebuilding industry is cyclical and affected by changes in general economic, real estate and other business conditions that could adversely affect our results of operations, financial condition and cash flows.

Certain economic, real estate and other business conditions that have significant effects on the homebuilding industry include:


•	employment levels and job and personal income growth;


•	availability and pricing of financing for homebuyers;


•	short and long-term interest rates;


•	overall consumer confidence and the confidence of potential homebuyers in particular;


•	demographic trends;


•	changes in energy prices;


•	housing demand from population growth, household formation and other demographic changes, among other factors;


•	U.S. and global financial system and credit market stability;


•	private party and governmental residential consumer mortgage loan programs, and federal and state regulation of lending and appraisal practices;


•	federal and state personal income tax rates and provisions, including provisions for the deduction of residential consumer mortgage loan interest payments and other expenses;


•	the supply of and prices for available new or existing homes (including lender-owned homes acquired through foreclosures and short sales) and other housing alternatives, such as apartments and other residential rental property;


•	homebuyer interest in our current or new product designs and community locations, and general consumer interest in purchasing a home compared to choosing other housing alternatives; and


•	real estate taxes.

These above conditions, among others, are complex and interrelated. Adverse changes in such business conditions may have a significant negative impact on our business. The negative impact may be national in scope but may also negatively affect some of the regions or markets in which we operate more than others. When such adverse conditions affect any of our larger markets, those conditions could have a proportionately greater impact on us than on some other homebuilding companies. We cannot predict their occurrence or severity, nor can we provide assurance that our strategic responses to their impacts would be successful.

Potential customers may be less willing or able to buy our homes if any of these conditions have a negative impact on the homebuilding industry. In the future, our pricing strategies may be limited by market conditions. We may be unable to change the mix of our home offerings, reduce the costs of the homes we build or offer more affordable homes to maintain our gross margins or satisfactorily address changing market conditions in other ways. In addition, cancellations of home sales contracts in backlog may increase as homebuyers choose to not honor their contracts.

Our financial services business is closely related to our homebuilding business, as it originates mortgage loans principally on behalf of purchasers of the homes we build. A decrease in the demand for our homes because of the existence of any of the foregoing conditions could also adversely affect the financial results of this segment of our business.

Increased competition levels in the homebuilding and mortgage lending industries could result in a reduction in our new contracts and homes delivered, along with decreases in the average sales prices of sold and delivered homes and/or decreased mortgage originations, which would have a negative impact on our results of operations.

The homebuilding industry is fragmented and highly competitive. We compete with numerous public and private homebuilders, including some that are substantially larger than us and may have greater financial resources than we do. We also compete with community developers and land development companies, some of which are also homebuilders or affiliates of homebuilders. Homebuilders compete for customers, land, building materials, subcontractor labor and financing. Competition for home orders primarily is based upon home sales price, location of property, home style, financing available to prospective homebuyers, quality of homes built, customer service and general reputation in the community, and may vary by market, submarket and even by community. Additionally, competition within the homebuilding industry can be impacted through an excess supply of new and existing homes available for sale resulting from a number of factors including, among other things, increases in unsold started homes available for sale and increases in home foreclosures. Increased competition may cause us to decrease our home sales prices and/or increase home sales incentives in an effort to generate new home sales and maintain homes in backlog until they close. Increased competition can also result in us selling fewer homes or experiencing a higher number of cancellations by homebuyers. These competitive pressures may negatively impact our future financial and operating results.

Through our financial services operations, we also compete with numerous banks and other mortgage bankers and brokers, some of which are larger than us and may have greater financial resources than we do. Competitive factors that affect our consumer

services operations include pricing, mortgage loan terms, underwriting criteria and customer service. To the extent that we are unable to adequately compete with other companies that originate mortgage loans, the results of operations from our mortgage operations may be negatively impacted.

New government regulations may make it more difficult for potential purchasers to finance home purchases and may reduce the number of mortgage loans our financial services segment makes.

Tightening of mortgage lending standards and practices and/or reduced credit availability for mortgages may result from the implementation or enforcement of regulations under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Among other things, the Dodd-Frank Act established several requirements relating to the origination, securitizing and servicing of, and consumer disclosures for, mortgage loans. Other requirements provided for by the Dodd-Frank Act have not yet been finalized or implemented. The effect of such provisions on our financial services business, both mortgage and title operations, will depend on the rules that are ultimately enacted which could have an adverse effect on our business if certain buyers are unable to obtain mortgage financing. A prolonged tightening of the financial markets could also negatively impact our business.

In addition, the CFPB enacted the new Truth in Lending - Real Estate Settlement Procedures Act (TILA-RESPA) Integrated Disclosure Rule (“TRID”) in October 2015. This rule imposes additional disclosure timeline requirements and fee tolerances. Complying with TRID could result in delays in loan closings and the delivery of homes.

Standards or requirements provided for by the Dodd-Frank Act, TRID or other laws or regulations could make it more difficult for some potential buyers to finance home purchases and could result in our financial services segment originating fewer mortgages, which, in turn, could have an adverse effect on our future revenues and earnings.

A reduction in the availability of mortgage financing or a significant increase in mortgage interest rates or down payment requirements could adversely affect our business.

Any reduction in the availability of the financing provided by Fannie Mae and Freddie Mac could adversely affect interest rates, mortgage availability and our sales of new homes and origination of mortgage loans.

FHA and VA mortgage financing support continues to be an important factor in marketing our homes. The increased demands on the FHA, which have resulted in a reduction of its cash reserves, has led to additional regulations and requirements. Any increases in down payment requirements, lower maximum loan amounts, or limitations or restrictions on the availability of FHA and VA financing support could adversely affect interest rates, mortgage availability and our sales of new homes and origination of mortgage loans.

Even if potential customers do not need financing, changes in the availability of mortgage products may make it harder for them to sell their current homes to potential buyers who need financing, which may lead to lower demand for new homes.

If interest rates increase, the costs of owning a home will be affected and could reduce the demand for our homes. Similarly, potential changes to the tax code with respect to deduction of home mortgage interest payments or other changes may decrease affordability of and demand for homeownership.

Many of our homebuyers obtain financing for their home purchases from M/I Financial. If, due to the factors discussed above, M/I Financial is limited from making or unable to make loan products available to our homebuyers, our home sales and our homebuilding and financial services results of operations may be adversely affected.

If land is not available at reasonable prices or terms, our homes sales revenue and results of operations could be negatively impacted and/or we could be required to scale back our operations in a given market.

Our operations depend on our ability to obtain land for the development of our communities at reasonable prices and with terms that meet our underwriting criteria. Our ability to obtain land for new communities may be adversely affected by changes in the general availability of land, the willingness of land sellers to sell land at reasonable prices, competition for available land, availability of financing to acquire land, zoning, regulations that limit housing density and other market conditions. If the supply of land, and especially developed lots, appropriate for development of communities is limited because of these factors, or for any other reason, the number of homes that we build and sell may decline. To the extent that we are unable to timely purchase land or enter into new contracts for the purchase of land at reasonable prices, due to the lag between the time we acquire land and the time we begin selling homes, our revenue and results of operations could be negatively impacted and/or we could be required to scale back our operations in a given market.

Our land investment exposes us to significant risks, including potential impairment charges, that could negatively impact our profits if the market value of our inventory declines.

We must anticipate demand for new homes several years prior to homes being sold to homeowners. There are significant risks inherent in controlling or purchasing land, especially as the demand for new homes fluctuates and land becomes more scarce, as has recently been the case, which can increase the costs of land. There is often a significant lag time between when we acquire land for development and when we sell homes in neighborhoods we have planned, developed and constructed. The value of undeveloped land, building lots and housing inventories can fluctuate significantly as a result of changing market conditions. In addition, inventory carrying costs can be significant, and fluctuations in value can reduce profits. Economic conditions could require that we sell homes or land at a loss, or hold land in inventory longer than planned, which could significantly impact our financial condition, results of operations, cash flows and stock performance. Additionally, if conditions in the homebuilding industry decline in the future, we may be required to evaluate our inventory for potential impairment, which may result in additional valuation adjustments, which could be significant and could negatively impact our financial results and condition. We cannot make any assurances that the measures we employ to manage inventory risks and costs will be successful.

Supply shortages and risks related to the demand for skilled labor and building materials could increase costs and delay deliveries.

The residential construction industry experiences labor and material shortages and risks from time to time, including: work stoppages; labor disputes; shortages in qualified subcontractors and construction personnel; lack of availability of adequate utility infrastructure and services; our need to rely on local subcontractors who may not be adequately capitalized or insured; and delays in availability, or fluctuations in prices, of building materials. These labor and material shortages and risks can be more severe during periods of strong demand for housing or during periods in which the markets where we operate experience natural disasters that have a significant impact on existing residential and commercial structures. Any of these circumstances could delay the start or completion of our communities, increase the cost of developing one or more of our communities and increase the construction cost of our homes. To the extent that market conditions prevent the recovery of increased costs, including, among other things, subcontracted labor, developed lots, building materials, and other resources, through higher sales prices, our gross margins from home sales and results of operations could be adversely affected.

Increased costs of lumber, framing, concrete, steel and other building materials could increase our construction costs. We generally are unable to pass on increases in construction costs to customers who have already entered into sales contracts, as those sales contracts generally fix the price of the homes at the time the contracts are signed, which may occur before construction begins. Sustained increases in construction costs may, over time, erode our gross margins from home sales, particularly if pricing competition restricts our ability to pass on any additional costs of materials or labor, thereby decreasing our gross margins from home sales.

We depend on the continued availability of and satisfactory performance of subcontracted labor for the construction of our homes and to provide related materials. As the demand for housing has increased, we experienced in 2014 and 2015, and may continue to experience, modest skilled labor shortages in certain of our markets as the supply chain adjusts to uneven industry growth. The cost of labor may also be adversely affected by shortages of qualified subcontractors and construction personnel, changes in laws and regulations relating to union activity and changes in immigration laws and trends in labor migration. We cannot provide any assurance that there will be a sufficient supply or satisfactory performance by these unaffiliated third-party subcontractors, which could have a material adverse effect on our business.

Tax law changes could make home ownership more expensive or less attractive.

Under current U.S. tax law and policy, significant expenses of owning a home, including residential consumer mortgage loan interest costs and real estate taxes, generally are deductible expenses for the purpose of calculating an individual’s federal, and in some cases state, taxable income, subject to various limitations. If the federal government or a state government changes income tax laws, as some policy makers and a presidential commission have proposed, by eliminating or substantially reducing these income tax benefits, the after-tax cost of owning a home could increase substantially. This could adversely impact demand for and/or sales prices of new homes.

We may not be able to offset the impact of inflation through price increases.

Inflation can have a long-term impact on us because if the costs of land, materials and labor increase, we would need to attempt to increase the sale prices of homes to maintain satisfactory margins. In a highly inflationary environment, we may be precluded from raising home prices enough to keep up with the rate of inflation, which could reduce our profit margins. In addition, significant inflation is often accompanied by higher interest rates, which have a negative impact on demand for our homes. Moreover, with inflation, the costs of capital will likely increase and the purchasing power of our cash resources can decline. Although the rate

of inflation has been low for the last several years, we have recently been experiencing modest increases in the prices of labor and materials that exceed the rate of inflation, and some economists predict that government spending programs and other factors could lead to significant inflation in the future.

Our limited geographic diversification could adversely affect us if the demand for new homes in our markets declines.

We have operations in Ohio, Indiana, Illinois, Minnesota, Maryland, Virginia, North Carolina, Florida and Texas. Our limited geographic diversification could adversely impact us if the demand for new homes or the level of homebuilding activity in our current markets declines, since there may not be a balancing opportunity in a stronger market in other geographic regions.

Changes in energy prices may have an adverse effect on the economies in certain markets we operate in and our cost of building homes.

The economies of some of the markets in which we operate are impacted by the health of the energy industry. To the extent that energy prices decline further, the economies of certain of our markets may be negatively impacted which could have a material adverse effect on our business. Furthermore, the pricing offered by our suppliers and subcontractors can be adversely affected by increases in various energy costs resulting in a negative impact on our financial condition, results of operations and cash flows.

Operational Risks

We may not be successful in integrating acquisitions or implementing our growth strategies or in achieving the benefits we expect from such acquisitions and strategies.

We may in the future consider growth or expansion of our operations in our current markets or in other areas of the country, whether through strategic acquisitions of homebuilding companies or otherwise. The magnitude, timing and nature of any future expansion will depend on a number of factors, including our ability to identify suitable additional markets and/or acquisition candidates, the negotiation of acceptable terms, our financial capabilities and general economic and business conditions. Our expansion into new or existing markets, whether through acquisition or otherwise, could have a material adverse effect on our liquidity and/or profitability, and any future acquisitions could result in the dilution of existing shareholders if we issue our common shares as consideration. Acquisitions also involve numerous risks, including difficulties in the assimilation of the acquired company’s operations, the incurrence of unanticipated liabilities or expenses, the risk of impairing inventory and other assets related to the acquisition, the diversion of management’s attention and resources from other business concerns, risks associated with entering markets in which we have limited or no direct experience and the potential loss of key employees of the acquired company. In addition, we may not be able to improve our earnings as a result of acquisitions, and our failure to successfully identify and manage future acquisitions could have an adverse impact on our operating results.

We have financial needs that we meet through the capital markets, including the debt and secondary mortgage markets, and disruptions in these markets could have an adverse impact on our results of operations, financial position and/or cash flows.

We have financial needs that we meet through the capital markets, including the debt and secondary mortgage markets. Our requirements for additional capital, whether to finance operations or to service or refinance our existing indebtedness, fluctuate as market conditions and our financial performance and operations change. We cannot provide assurances that we will maintain cash reserves and generate sufficient cash flow from operations in an amount to enable us to service our debt or to fund other liquidity needs.

The availability of additional capital, whether from private capital sources or the public capital markets, fluctuates as our financial condition and general market conditions change. There may be times when the private capital markets and the public debt or equity markets lack sufficient liquidity or when our securities cannot be sold at attractive prices, in which case we would not be able to access capital from these sources. In addition, a weakening of our financial condition or deterioration in our credit ratings could adversely affect our ability to obtain necessary funds. Even if financing is available, it could be costly or have other adverse consequences.

There are a limited number of third-party purchasers of mortgage loans originated by our financial services operations. The exit of third-party purchasers of mortgage loans from the business, reduced investor demand for mortgage loans and mortgage-backed securities in the secondary mortgage markets and increased investor yield requirements for those loans and securities may have an adverse impact on our results of operations, financial position and/or cash flows.

The mortgage warehousing agreement of our financial services segment will expire in June 2016.

M/I Financial is party to a $110 million secured mortgage warehousing agreement, as amended, among M/I Financial, the lenders party thereto and the administrative agent (the “MIF Mortgage Warehousing Agreement”). M/I Financial uses the MIF Mortgage

Warehousing Agreement to finance eligible residential mortgage loans originated by M/I Financial. The MIF Mortgage Warehousing Agreement will expire on June 24, 2016. If we are unable to renew or replace the MIF Mortgage Warehousing Agreement when it matures, the activities of our financial services segment could be seriously impeded and our home sales and our homebuilding and financial services results of operations may be adversely affected.

Reduced numbers of home sales may force us to absorb additional carrying costs.

We incur many costs even before we begin to build homes in a community. These include costs of preparing land and installing roads, sewage and other utilities, as well as taxes and other costs related to ownership of the land on which we plan to build homes. Reducing the rate at which we build homes extends the length of time it takes us to recover these additional costs. Also, we frequently enter into contracts to purchase land and make deposits that may be forfeited if we do not fulfill our purchase obligation within specified periods.

If our ability to resell mortgages to investors is impaired, we may be required to broker loans.

M/I Financial sells a portion of the loans originated on a servicing released, non-recourse basis, although M/I Financial remains liable for certain limited representations and warranties related to loan sales and for repurchase obligations in certain limited circumstances. If M/I Financial is unable to sell to viable purchasers in the marketplace, our ability to originate and sell mortgage loans at competitive prices could be limited which would negatively affect our operations and our profitability. Additionally, if there is a significant decline in the secondary mortgage market, our ability to sell mortgages could be adversely impacted and we would be required to make arrangements with banks or other financial institutions to fund our buyers’ closings. If we became unable to sell loans into the secondary mortgage market or directly to Fannie Mae and Freddie Mac, we would have to modify our origination model, which, among other things, could significantly reduce our ability to sell homes.

Mortgage investors could seek to have us buy back loans or compensate them for losses incurred on mortgages we have sold based on claims that we breached our limited representations or warranties.

M/I Financial originates mortgages, primarily for our homebuilding customers. A portion of the mortgage loans originated are sold on a servicing released, non-recourse basis, although we remain liable for certain limited representations, such as fraud, and warranties related to loan sales. Accordingly, mortgage investors have in the past and could in the future seek to have us buy back loans or compensate them for losses incurred on mortgages we have sold based on claims that we breached our limited representations or warranties. However, there can be no assurance that we will not have significant liabilities in respect of such claims in the future, which could exceed our reserves, or that the impact of such claims on our results of operations will not be material.

Our net operating loss (“NOL”) carryforwards could be substantially limited if we do not generate enough taxable income in the future or if we experience an “ownership change,” as defined in Section 382 of the Internal Revenue Code.

At December 31, 2015 , we had federal NOL carryforwards and credits totaling $30.1 million that may be carried forward up to 17 years to offset future taxable income, with losses beginning to expire in 2028, and state tax effected NOL carryforwards totaling $8.1 million that may be carried forward from one to 17 years, depending on the tax jurisdiction, with losses expiring between 2022 and 2032. If we are unable to use our NOLs, or use of our NOLs is limited, we may have to record charges or reduce our deferred tax assets, which could have a material adverse effect on our results of operations and financial condition.

Moreover, the rate at which we can utilize our federal NOL carryforwards will be limited (which could result in NOL carryforwards expiring prior to their use) if we experience an “ownership change,” as determined under Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”). A Section 382 ownership change, generally defined as any change in ownership of more than 50% of a company’s common stock over a three-year period, limits a company’s ability to utilize its NOL carryforwards and certain built-in losses recognized in years after the ownership change. These rules generally operate by focusing on ownership changes among shareholders owning, directly or indirectly, 5% or more of the company’s common stock (including changes involving a shareholder becoming a 5% shareholder) or any change in ownership arising from a new issuance of stock by the company.

If we undergo an “ownership change” for purposes of Section 382 as a result of future transactions involving our 3.25% Convertible Senior Subordinated Notes due 2017 (the “2017 Convertible Senior Subordinated Notes”), our 3.0% Convertible Senior Subordinated Notes due 2018 (the “2018 Convertible Senior Subordinated Notes”) or our common shares, including transactions initiated by the Company, transactions involving a shareholder becoming an owner of 5% or more of our common shares and purchases and sales of our common shares by existing 5% shareholders, our ability to use our NOL carryforwards and recognize certain built-in losses could be limited by Section 382. Depending on the resulting limitation, a significant portion of our NOL

carryforwards could expire before we would be able to use them, which could have a material adverse effect on our financial condition and results of operations.

To preserve the tax treatment of our NOLs and built-in losses in the future without a Section 382 limitation, we amended our code of regulations in March 2009 to impose certain restrictions on the transfer of our common shares. The transfer restrictions generally restrict (unless otherwise approved by our board of directors) any direct or indirect transfer if the effect would be to: (1) increase the direct or indirect ownership of our shares by any person or group of persons from less than 5% to 5% or more of our common shares; or (2) increase the percentage of our common shares owned directly or indirectly by a person or group of persons owning or deemed to own 5% or more of our common shares. However, we can provide no assurance that the restrictions on transferability will prevent all transfers that could result in such an “ownership change”or will be enforceable against all of our shareholders absent a court determination confirming such enforceability. The transfer restrictions may be subject to challenge on legal or equitable grounds.

Our results of operations, financial condition and cash flows could be adversely affected if pending or future legal claims against us are not resolved in our favor.

The Company and certain of its subsidiaries have been named as defendants in claims, complaints and legal actions which are routine and incidental to our business. While management currently believes that the ultimate resolution of these matters, individually and in the aggregate, will not have a material adverse effect on our results of operations, financial condition or cash flows, such matters are subject to inherent uncertainties. We have recorded a liability to provide for the anticipated costs, including legal defense costs, associated with the resolution of these matters. However, it is possible that the costs to resolve these matters could differ from the recorded estimates and, therefore, have a material adverse effect on our results of operations, financial condition and cash flows for the periods in which the matters are resolved. Similarly, if additional claims are filed against us in the future, the negative outcome of one or more of such matters could have a material adverse effect on our results of operations, financial condition and cash flows.

The terms of our indebtedness may restrict our ability to operate and, if our financial performance declines, we may be unable to maintain compliance with the covenants in the documents governing our indebtedness.

The Credit Facility and the indenture governing our 6.75% Senior Notes due 2021 (the “2021 Senior Notes”) impose restrictions on our operations and activities. These restrictions, and/or our failure to comply with the terms of our indebtedness, could have a material adverse effect on our results of operations, financial condition and ability to operate our business.

Under the terms of the Credit Facility, we are required, among other things, to maintain compliance with various covenants, including financial covenants relating to a minimum consolidated tangible net worth requirement, a minimum interest coverage ratio or liquidity requirement, and a maximum leverage ratio. Failure to comply with these covenants or any of the other restrictions of the Credit Facility, whether because of a decline in our operating performance or otherwise, could result in a default under the Credit Facility. If a default occurs, the affected lenders could elect to declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable, which in turn could cause a default under the documents governing any of our other indebtedness that is then outstanding if we are not able to repay such indebtedness from other sources. If this happens and we are unable to obtain waivers from the required lenders, the lenders could exercise their rights under such documents, including forcing us into bankruptcy or liquidation.

The indenture governing the 2021 Senior Notes also contains covenants that may restrict our ability to operate our business and may prohibit or limit our ability to enhance our operations or take advantage of potential business opportunities as they arise. Failure to comply with these covenants or any of the other restrictions or covenants contained in the indenture governing the 2021 Senior Notes could result in a default under such document, in which case holders of the 2021 Senior Notes may be entitled to cause the sums evidenced by such notes to become due immediately. This acceleration of our obligations under the 2021 Senior Notes could force us into bankruptcy or liquidation and we may be unable to repay those amounts without selling substantial assets, which might be at prices well below the long-term fair values and carrying values of the assets. Our ability to comply with the foregoing restrictions and covenants may be affected by events beyond our control, including prevailing economic, financial and industry conditions.

In addition, while the indentures governing the 2017 Convertible Senior Subordinated Notes and the 2018 Convertible Senior Subordinated Notes do not contain any financial or operating covenants relating to or restrictions on the payment of dividends, the incurrence of indebtedness or the repurchase or issuance of securities by us or any of our subsidiaries, such indentures do impose certain other requirements on us, such as the requirement to offer to repurchase the 2017 Convertible Senior Subordinated Notes and the 2018 Convertible Senior Subordinated Notes upon a fundamental change, as defined in the indentures. Our failure to comply with the requirements contained in the indentures governing the 2017 Convertible Senior Subordinated Notes and/or the 2018 Convertible Senior Subordinated Notes could result in a default under such indentures, in which case holders of the 2017

Convertible Senior Subordinated Notes or the 2018 Convertible Senior Subordinated Notes, as applicable, may be entitled to cause the sums evidenced by such notes to become due immediately. The acceleration of our obligations under the 2017 Convertible Senior Subordinated Notes or the 2018 Convertible Senior Subordinated Notes could have the same effect as an acceleration of the 2021 Senior Notes described above.

Our indebtedness could adversely affect our financial condition, and we and our subsidiaries may incur additional indebtedness, which could increase the risks created by our indebtedness.

As of December 31, 2015, we had approximately $488.2 million of indebtedness (net of debt issuance costs and excluding issuances of letters of credit, the MIF Mortgage Warehousing Agreement and the MIF Mortgage Repurchase Facility), and we had $316.4 million of available borrowings under the Credit Facility. In addition, under the terms of the Credit Facility, the indentures governing the 2021 Senior Notes, the 2017 Convertible Senior Subordinated Notes and the 2018 Convertible Senior Subordinated Notes and the documents governing our other indebtedness, we have the ability, subject to applicable debt covenants, to incur additional indebtedness. The incurrence of additional indebtedness could magnify other risks related to us and our business. Our indebtedness and any future indebtedness we may incur could have a significant adverse effect on our future financial condition.

For example:


•	a significant portion of our cash flow may be required to pay principal and interest on our indebtedness, which could reduce the funds available for working capital, capital expenditures, acquisitions or other purposes;


•	borrowings under the Credit Facility bear, and borrowings under any new facility could bear, interest at floating rates, which could result in higher interest expense in the event of an increase in interest rates;


•	the terms of our indebtedness could limit our ability to borrow additional funds or sell assets to raise funds, if needed, for working capital, capital expenditures, acquisitions or other purposes;


•	our debt level and the various covenants contained in the Credit Facility, the indentures governing our 2021 Senior Notes, the 2017 Convertible Senior Subordinated Notes and the 2018 Convertible Senior Subordinated Notes and the documents governing our other indebtedness could place us at a relative competitive disadvantage as compared to some of our competitors; and

•

the terms of our indebtedness could prevent us from raising the funds necessary to repurchase all of the 2021 Senior Notes tendered to us upon the occurrence of a change of control or all of the 2017 Convertible Senior Subordinated Notes or the 2018 Convertible Senior Subordinated Notes tendered to us upon the occurrence of a fundamental change, which, in each case, would constitute a default under the applicable indenture, which in turn could trigger a default under the Credit Facility and the documents governing our other indebtedness.

In the ordinary course of business, we are required to obtain performance bonds, the unavailability of which could adversely affect our results of operations and/or cash flows.

As is customary in the homebuilding industry, we are often required to provide surety bonds to secure our performance under construction contracts, development agreements and other arrangements. Our ability to obtain surety bonds primarily depends upon our credit rating, capitalization, working capital, past performance, management expertise and certain external factors, including the overall capacity of the surety market and the underwriting practices of surety bond issuers. The ability to obtain surety bonds also can be impacted by the willingness of insurance companies to issue performance bonds. If we were unable to obtain surety bonds when required, our results of operations and/or cash flows could be adversely impacted.

We can be injured by failures of persons who act on our behalf to comply with applicable regulations and guidelines.

There are instances in which subcontractors or others through whom we do business engage in practices that do not comply with applicable regulations or guidelines. When we learn of practices relating to homes we build or financing we provide that do not comply with applicable laws, rules or regulations, we actively move to stop the non-complying practices as soon as possible. However, regardless of the steps we take after we learn of practices that do not comply with applicable laws, rules or regulations, we can in some instances be subject to fines or other governmental penalties, and our reputation can be injured, due to the practices having taken place.

We could be adversely affected by efforts to impose joint employer liability on us for labor law violations committed by our subcontractors.

Our homes are constructed by employees of subcontractors and other parties. We do not have the ability to control what these parties pay their employees or the rules they impose on their employees. However, various governmental agencies are seeking to hold parties like us responsible for violations of wage and hour laws and other labor laws by subcontractors. The National Labor Relations Board recently ruled that a company could be held responsible for labor violations by its contractors. If that ruling is

upheld on appeal, we could be held responsible for labor violations committed by our subcontractors. Governmental rulings that hold us responsible for labor practices by our subcontractors could create substantial exposures for us under our subcontractor relationships.

Because of the seasonal nature of our business, our quarterly operating results can fluctuate.

We experience noticeable seasonality and quarter-to-quarter variability in homebuilding activity levels. In general, the number of homes delivered and associated home sales revenue have increased during the third and fourth quarters, compared with the first and second quarters. We believe that this type of seasonality reflects the historical tendency of homebuyers to purchase new homes in the spring and summer with deliveries scheduled in the fall or winter, as well as the scheduling of construction to accommodate seasonal weather conditions in certain markets. There can be no assurance that this seasonality pattern will continue to exist in future reporting periods. In addition, as a result of such variability, our historical performance may not be a meaningful indicator of future results.

Homebuilding is subject to construction defect, product liability and warranty claims that can be significant and costly.

As a homebuilder, we are subject to construction defect, product liability and warranty claims in the ordinary course of business. These claims are common in the homebuilding industry and can be significant and costly.

We and many of our subcontractors have general liability, property, workers compensation and other business insurance. This insurance is intended to protect us against a portion of our risk of loss from claims, subject to certain self-insured retentions, deductibles and other coverage limits. The availability of insurance for construction defects, and the scope of the coverage, are currently limited and the policies that can be obtained are costly and often include exclusions. We have responded to increases in insurance costs and coverage limitations by increasing our self-insured retentions and claim reserves. There can be no assurance that coverage will not be further restricted or become more costly. Also, at times we have waived certain provisions of our customary subcontractor insurance requirements, which increases our and our insurers’ exposure to claims and increases the possibility that our insurance will not be adequate to protect us for all the costs we incur.

We record warranty and other reserves for the homes we sell based on a number of factors, including historical experience in our markets, insurance and actuarial assumptions and our judgment with respect to the qualitative risks associated with the types of homes we build. Because of the high degree of judgment required in determining these liability reserves, our actual future liability could differ significantly from our reserves.

Given the inherent uncertainties, we cannot provide assurance that our insurance coverage, our subcontractor arrangements and our reserves will be adequate to address all of our construction defect, product liability and warranty claims. If the costs to resolve these claims exceed our estimates, our financial results and liquidity could be adversely affected.

Our subcontractors can expose us to warranty and other risks.

We rely on subcontractors to construct our homes, and in many cases, to select and obtain building materials. Despite our detailed specifications and quality control procedures, in some cases, it may be determined that subcontractors used improper construction processes or defective materials in the construction of our homes. Although our subcontractors have principal responsibility for defects in the work they do, we have ultimate responsibility to the homebuyers. When we find these issues, we repair them in accordance with our warranty obligations. Improper construction processes and defective products widely used in the homebuilding industry can result in the need to perform extensive repairs to large numbers of homes. The cost of complying with our warranty obligations may be significant if we are unable to recover the cost of repairs from subcontractors, materials suppliers and insurers.

We also can suffer damage to our reputation, and may be exposed to possible liability, if subcontractors fail to comply with applicable laws, including laws involving things that are not within our control. When we learn about possibly improper practices by subcontractors, we try to cause the subcontractors to discontinue them. However, we are not always able to do that, and even when we can, it may not avoid claims against us relating to what the subcontractors already did.

Natural disasters and severe weather conditions could delay deliveries, increase costs and decrease demand for homes in affected areas.

Several of our markets, specifically our operations in Florida, North Carolina, Washington, D.C. and Texas, are situated in geographical areas that are regularly impacted by severe storms, including hurricanes, flooding and tornadoes. In addition, our operations in the Midwest can be impacted by severe storms, including tornadoes. The occurrence of these or other natural disasters can cause delays in the completion of, or increase the cost of, developing one or more of our communities, and as a result could materially and adversely impact our results of operations.

We are subject to extensive government regulations, which could restrict our business and cause us to incur significant expense.

The homebuilding industry is subject to numerous local, state, and federal statutes, ordinances, rules, and regulations concerning building, zoning, sales, consumer protection, the environment, and similar matters. This regulation affects construction activities as well as sales activities, mortgage lending activities, land availability and other dealings with home buyers. These statutes, ordinances, rules, and regulations, and any failure to comply therewith, could give rise to additional liabilities or expenditures and have an adverse effect on our results of operations, financial condition or business.

We must also obtain licenses, permits and approvals from various governmental authorities in connection with our development activities, and these governmental authorities often have broad discretion in exercising their approval authority. Municipalities may also restrict or place moratoriums on the availability of utilities, such as water and sewer taps. In some areas, municipalities may enact growth control initiatives, which will restrict the number of building permits available in a given year. In addition, we may be required to apply for additional approvals or modify our existing approvals because of changes in local circumstances or applicable law. If municipalities in which we operate take actions like these, it could have an adverse effect on our business by causing delays, increasing our costs, or limiting our ability to operate in those municipalities.

We incur substantial costs related to compliance with legal and regulatory requirements. Any increase in legal and regulatory requirements may cause us to incur substantial additional costs or, in some cases, cause us to determine that certain property is not feasible for development.

Information technology failures and data security breaches could harm our business.

We use information technology, digital communications and other computer resources to carry out important operational and marketing activities and to maintain our business records. Many of these resources are provided to us and/or maintained on our behalf by third-party service providers pursuant to agreements that specify to varying degrees certain security and service level standards. Our ability to conduct our business may be impaired if these resources, including our website, are compromised, degraded, damaged or fail, whether due to a virus or other harmful circumstance, intentional penetration or disruption of our information technology resources by a third party, natural disaster, hardware or software corruption or failure or error (including a failure of security controls incorporated into or applied to such hardware or software), telecommunications system failure, service provider error or failure or intentional or unintentional personnel actions (including the failure to follow our security protocols), or lost connectivity to our networked resources. A material breach in the security of our information technology systems or other data security controls could result in third parties obtaining customer, employee or company data. A significant and extended disruption in the functioning of these resources, including our website, could damage our reputation and cause us to lose customers, sales and revenue, result in the unintended and/or unauthorized public disclosure or the misappropriation of proprietary, personal identifying and confidential information (including information about our homebuyers, business partners and employees), and require us to incur significant expense (that we may not be able to recover in whole or in part from our service providers or responsible parties, or their or our insurers) to address and remediate or otherwise resolve these kinds of issues. The release of confidential information may also lead to litigation or other proceedings against us by affected individuals and/or business partners and/or by regulators, and the outcome of such proceedings could have a material and adverse effect on our financial position, results of operations and cash flows. In addition, the costs of maintaining adequate protection against such threats, based on considerations of their evolution, pervasiveness and frequency and/or government-mandated standards or obligations regarding protective efforts, could be material to our consolidated financial statements in a particular period or over various periods.

We are dependent on the services of certain key employees, and the loss of their services could hurt our business.

Our future success depends, in part, on our ability to attract, train and retain skilled personnel. If we are unable to retain our key employees or attract, train and retain other skilled personnel in the future, this could materially and adversely impact our operations and result in additional expenses for identifying and training new personnel.


Item 1B.	UNRESOLVED STAFF COMMENTS

None.


Item 2.	PROPERTIES

We own and operate an approximately 85,000 square foot office building for our home office in Columbus, Ohio and lease all of our other offices.

Due to the nature of our business, a substantial amount of property is held as inventory in the ordinary course of business. See “Item 1. BUSINESS – Land Acquisition and Development” and “Item 1. BUSINESS – Backlog.”


Item 3.	LEGAL PROCEEDINGS

The Company and certain of its subsidiaries have been named as defendants in certain claims, complaints and legal actions which are incidental to our business. Certain of the liabilities resulting from these matters are covered by insurance. While management currently believes that the ultimate resolution of these matters, individually and in the aggregate, will not have a material effect on the Company’s financial position, results of operations and cash flows, such matters are subject to inherent uncertainties. The Company has recorded a liability to provide for the anticipated costs, including legal defense costs, associated with the resolution of these matters. However, the possibility exists that the costs to resolve these matters could differ from the recorded estimates and, therefore, have a material effect on the Company’s net income for the periods in which the matters are resolved.

Item 4. MINE SAFETY DISCLOSURES

None.

PART II


Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for Common Shares and Dividends

The Company’s common shares are traded on the New York Stock Exchange under the symbol “MHO.” As of February 24, 2016 , there were approximately 363 record holders of the Company’s common shares. At that date, there were 27,092,723 common shares issued and 24,655,044 common shares outstanding.

The table below presents the high and low sales prices of the Company’s common shares during each of the quarters presented:



2015	HIGH		LOW

First quarter	$	24.87	$	19.57
Second quarter	25.61		22.20
Third quarter	27.00		17.25
Fourth quarter	25.48		20.40

2014

First quarter	$	26.30	$	21.07
Second quarter	24.78		21.05
Third quarter	24.92		19.71
Fourth quarter	23.47		18.73

The Company declared and paid a quarterly dividend of $609.375 per share on our 9.75% Series A Preferred Shares (the “Series A Preferred Shares”) for each quarter in 2015 and 2014 (for aggregate dividend payments of $4.9 million each year). There were no cash dividends declared or paid to common shareholders in 2015 or 2014 .

The terms of our Series A Preferred Shares prevent us from paying cash dividends on our common shares unless we have paid cash dividends on our Series A Preferred Shares for the then-current quarterly dividend period. See Note 11 of our Consolidated Financial Statements for additional information related to the restrictions on our ability to pay dividends on, and repurchase, our common shares and our Series A Preferred Shares.

Performance Graph

The following graph illustrates the Company’s performance in the form of cumulative total return to holders of our common shares for the last five calendar years through December 31, 2015 , assuming a hypothetical investment of $100 and reinvestment of all dividends paid on such investment, compared to the cumulative total return of the same hypothetical investment in both the Standard and Poor’s 500 Stock Index and the Standard & Poor’s 500 Homebuilding Index.



	Period Ending
Index	12/31/2010		12/31/2011		12/31/2012		12/31/2013		12/31/2014		12/31/2015
M/I Homes, Inc.	$	100.00	$	62.42	$	172.30	$	165.47	$	149.28	$	142.52
S&P 500	100.00		102.11		118.45		156.82		178.28		180.75
S&P 500 Homebuilding Index	100.00		100.03		204.45		223.67		249.24		270.53

Share Repurchases

During the year ended December 31, 2015 , the Company did not repurchase any common shares. See Note 11 of our Consolidated Financial Statements for more information regarding our ability to repurchase our shares.

ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth our selected consolidated financial data as of the dates and for the periods indicated. This table should be read together with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements, including the Notes thereto, contained in this Annual Report on Form 10-K. These historical results may not be indicative of future results.



(In thousands, except per share amounts)	2015		2014		2013		2012		2011
Income Statement (Year Ended December 31):
Revenue	$	1,418,395	$	1,215,180	$	1,036,782	$	761,905	$	566,424
Gross margin	$	300,094	$	252,732	$	206,469	$	147,863	$	77,301
Net income (loss)	$	51,763	$	50,789	$	151,423	$	13,347	$	(33,877	)
Preferred dividends	$	4,875	$	4,875	$	3,656	$	—	$	—
Excess of fair value over book value of preferred shares redeemed	$	—	$	—	$	2,190	$	—	$	—
Net income (loss) to common shareholders	$	46,888	$	45,914	$	145,577	$	13,347	$	(33,877	)
Earnings (loss) per share to common shareholders:
Basic:	$	1.91	$	1.88	$	6.11	$	0.68	$	(1.81	)
Diluted:	$	1.68	$	1.65	$	5.24	$	0.67	$	(1.81	)
Weighted average shares outstanding:
Basic	24,575		24,463		23,822		19,651		18,698
Diluted	30,047		29,912		28,763		19,891		18,698
Balance Sheet (December 31):
Inventory	$	1,112,042	$	918,589	$	690,934	$	556,817	$	466,772
Total assets ⁽¹⁾	$	1,415,554	$	1,205,239	$	1,102,104	$	824,988	$	660,914
Notes payable banks – homebuilding operations	$	43,800	$	30,000	$	—	$	—	$	—
Notes payable banks – financial services operations	$	123,648	$	85,379	$	80,029	$	67,957	$	52,606
Notes payable - other	$	8,441	$	9,518	$	7,790	$	11,105	$	5,801
Convertible senior subordinated notes due 2017- net ⁽¹⁾	$	56,518	$	55,943	$	55,369	$	54,794	$	—
Convertible senior subordinated notes due 2018 - net ⁽¹⁾	$	84,714	$	84,006	$	83,297	$	—	$	—
Senior notes – net ⁽¹⁾	$	294,727	$	226,099	$	225,082	$	224,064	$	235,445
Shareholders’ equity	$	596,566	$	544,295	$	492,803	$	335,428	$	273,350


(1)	During 2015, we elected to early-adopt Accounting Standards Update 2015-03, Interest-Imputation of Interest . Comparative financial statements of prior years have been adjusted to apply the new method retrospectively.

ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

OVERVIEW

M/I Homes, Inc. (the “Company” or “we”) is one of the nation’s leading builders of single-family homes, having delivered over 94,000 homes since we commenced homebuilding activities in 1976. The Company’s homes are marketed and sold primarily under the M/I Homes brand (M/I Homes and Showcase Collection (exclusively by M/I)) and, following our acquisition of a privately-held homebuilder in the Minneapolis/St. Paul market in December 2015, we also currently operate under the name Hans Hagen Homes in that market. The Company has homebuilding operations in Columbus and Cincinnati, Ohio; Indianapolis, Indiana; Chicago, Illinois; Minneapolis/St. Paul, Minnesota; Tampa and Orlando, Florida; Austin, Dallas/Fort Worth, Houston and San Antonio, Texas; Charlotte and Raleigh, North Carolina; and the Virginia and Maryland suburbs of Washington, D.C.

Included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are the following topics relevant to the Company’s performance and financial condition:


•	Application of Critical Accounting Estimates and Policies;


•	Results of Operations;


•	Discussion of Our Liquidity and Capital Resources;


•	Summary of Our Contractual Obligations;


•	Discussion of Our Utilization of Off-Balance Sheet Arrangements; and


•	Impact of Interest Rates and Inflation.

APPLICATION OF CRITICAL ACCOUNTING ESTIMATES AND POLICIES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Management bases its estimates and assumptions on historical experience and on various other factors that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. On an ongoing basis, management evaluates such estimates and assumptions and makes adjustments as deemed necessary. Actual results could differ from these estimates using different estimates and assumptions, or if conditions are significantly different in the future. See “Forward - Looking Statements” above in Part I.

Listed below are those estimates and policies that we believe are critical and require the use of complex judgment in their application. Our critical accounting estimates should be read in conjunction with the Notes to our Consolidated Financial Statements.

Revenue Recognition. Revenue from the sale of a home is recognized when the delivery has occurred, title has passed, the risks and rewards of ownership are transferred to the buyer, and an adequate initial and continuing investment by the homebuyer is received, or when the loan has been sold to a third-party investor. Revenue for homes that close to the buyer having a down payment of 5% or greater, home deliveries financed by third parties, and all home deliveries insured under Federal Housing Administration (“FHA”), U.S. Veterans Administration (“VA”) and other government-insured programs are recorded in the financial statements on the date of closing.

Revenue related to all other home deliveries initially funded by our 100%-owned subsidiary, M/I Financial, LLC (“M/I Financial”), is recorded on the date that M/I Financial sells the loan to a third-party investor, because the receivable from the third-party investor is not subject to future subordination, and the Company has transferred to this investor the usual risks and rewards of ownership that is in substance a sale and does not have a substantial continuing involvement with the home.

Home Cost of Sales. All associated homebuilding costs are charged to cost of sales in the period when the revenues from home deliveries are recognized. Homebuilding costs include: land and land development costs; home construction costs (including an

estimate of the costs to complete construction); previously capitalized interest; real estate taxes; indirect costs; and estimated warranty costs. All other costs are expensed as incurred. Sales incentives, including pricing discounts and financing costs paid by the Company, are recorded as a reduction of revenue in the Company’s Consolidated Statements of Income. Sales incentives in the form of options or upgrades are recorded in homebuilding costs.

Inventory. Inventory includes the costs of land acquisition, land development and home construction, capitalized interest, real estate taxes, direct overhead costs incurred during development and home construction, and common costs that benefit the entire community, less impairments, if any. Land acquisition, land development and common costs (both incurred and estimated to be incurred) are typically allocated to individual lots based on the total number of lots expected to be closed in each community or phase, or based on the relative fair value, the relative sales value or the front footage method of each lot. Any changes to the estimated total development costs of a community or phase are allocated proportionately to the homes remaining in the community or phase and homes previously closed. The cost of individual lots is transferred to homes under construction when home construction begins. Home construction costs are accumulated on a specific identification basis. Costs of home deliveries include the specific construction cost of the home and the allocated lot costs. Such costs are charged to cost of sales simultaneously with revenue recognition, as discussed above. When a home is closed, we typically have not yet paid all incurred costs necessary to complete the home. As homes close, we compare the home construction budget to actual recorded costs to date to estimate the additional costs to be incurred from our subcontractors related to the home. We record a liability and a corresponding charge to cost of sales for the amount we estimate will ultimately be paid related to that home. We monitor the accuracy of such estimates by comparing actual costs incurred in subsequent months to the estimate. Although actual costs to complete a home in the future could differ from our estimates, our method has historically produced consistently accurate estimates of actual costs to complete closed homes.

Inventory is recorded at cost, unless events and circumstances indicate that the carrying value of the land is impaired, at which point the inventory is written down to fair value as required by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360-10, Property, Plant and Equipment (“ASC 360”). The Company assesses inventory for recoverability on a quarterly basis if events or changes in local or national economic conditions indicate that the carrying amount of an asset may not be recoverable. In conducting our quarterly review for indicators of impairment on a community level, we evaluate, among other things, margins on sales contracts in backlog, the margins on homes that have been delivered, expected changes in margins with regard to future home sales over the life of the community, expected changes in margins with regard to future land sales, the value of the land itself as well as any results from third-party appraisals. From the review of all of these factors, we identify communities whose carrying values may exceed their estimated undiscounted future cash flows and run a test for recoverability. For those communities whose carrying values exceed the estimated undiscounted future cash flows and which are deemed to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the communities exceeds the estimated fair value. Due to the fact that the Company’s cash flow models and estimates of fair values are based upon management estimates and assumptions, unexpected changes in market conditions and/or changes in management’s intentions with respect to the inventory may lead the Company to incur additional impairment charges in the future. Because each inventory asset is unique, there are numerous inputs and assumptions used in our valuation techniques, including estimated average selling price, construction and development costs, absorption pace (reflecting any product mix change strategies implemented or to be implemented), selling strategies, alternative land uses (including disposition of all or a portion of the land owned), or discount rates, which could materially impact future cash flow and fair value estimates.

As of December 31, 2015 , our projections generally assume a gradual improvement in market conditions. If communities are not recoverable based on estimated future undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. The fair value of a community is estimated by discounting management’s cash flow projections using an appropriate risk-adjusted interest rate. As of December 31, 2015 , we utilized discount rates ranging from 13% to 16% in our valuations. The discount rate used in determining each asset’s estimated fair value reflects the inherent risks associated with the related estimated cash flow stream, as well as current risk-free rates available in the market and estimated market risk premiums.

Our quarterly assessments reflect management’s best estimates. Due to the inherent uncertainties in management’s estimates and uncertainties related to our operations and our industry as a whole as further discussed in “Item 1A. Risk Factors” in Part I of this Annual Report on Form 10-K, we are unable to determine at this time if and to what extent continuing future impairments will occur. Additionally, due to the volume of possible outcomes that can be generated from changes in the various model inputs for each community, we do not believe it is possible to create a sensitivity analysis that can provide meaningful information for the users of our financial statements.

Land Option or Purchase Agreements. In accordance with ASC 810-10, Consolidation (“ASC 810”), we analyze our land option or purchase agreements to determine whether the corresponding land seller is a variable interest entity (“VIE”) and, if so, whether we are the primary beneficiary (using an analysis similar to that described in Note 1 of our Consolidated Financial Statements within the description of our significant accounting policy for VIEs). Although we do not have legal title to the optioned land,

ASC 810 requires a company to consolidate a VIE if the company is determined to be the primary beneficiary. In cases where we are the primary beneficiary, even though we do not have title to such land, we are required to consolidate these purchase/option agreements and reflect such assets and liabilities as Consolidated Inventory Not Owned on our Consolidated Balance Sheets. At both December 31, 2015 and 2014 , we have concluded that we were not the primary beneficiary of any VIEs from which we are purchasing under land option or purchase agreements. Please refer to Note 1 of our Consolidated Financial Statements and the “Off-Balance Sheet Arrangements” section below for additional information related to our off-balance-sheet arrangements.

Warranty Reserves. We record warranty reserves to cover our exposure to the costs for materials and labor not expected to be covered by our subcontractors to the extent they relate to warranty-type claims. Warranty reserves are established by charging cost of sales and crediting a warranty reserve for each home closed. The warranty reserves for the Company’s Home Builder’s Limited Warranty (“HBLW”) are established as a percentage of average sales price and adjusted based on historical payment patterns determined, generally, by geographic area and recent trends. Factors that are given consideration in determining the HBLW reserves include: (1) the historical range of amounts paid per average sales price on a home; (2) type and mix of amenity packages added to the home; (3) any warranty expenditures not considered to be normal and recurring; (4) timing of payments; (5) improvements in quality of construction expected to impact future warranty expenditures; and (6) conditions that may affect certain projects and require a different percentage of average sales price for those specific projects. Changes in estimates for warranties occur due to changes in the historical payment experience and differences between the actual payment pattern experienced during the period and the historical payment pattern used in our evaluation of the warranty reserve balance at the end of each quarter. Actual future warranty costs could differ from our current estimated amount.

Our warranty reserves for our 30-year (offered on all homes sold after April 25, 1998 and on or before December 1, 2015 in all of our markets except our Texas markets), 15-year (offered on all homes sold after December 1, 2015 in all of our markets except our Texas markets) or 10-year (offered on all homes sold in our Texas markets) transferable structural warranty programs are established on a per-unit basis. While the structural warranty reserve is recorded as each house closes, the sufficiency of the structural warranty per unit charge and total reserve is re-evaluated on an annual basis, with the assistance of an actuary, using our own historical data and trends, as well as industry-wide historical data and trends, and other project specific factors. The reserves are also evaluated quarterly and adjusted if we encounter activity that is not consistent with the historical experience used in the annual analysis. These reserves are subject to variability due to uncertainties regarding structural defect claims for products we build, the markets in which we build, claim settlement history, insurance and legal interpretations, among other factors.

While we believe that our warranty reserves are sufficient to cover our projected costs, there can be no assurances that historical data and trends will accurately predict our actual warranty costs. Please refer to Note 1 of our Consolidated Financial Statements for additional information related to our warranty reserves.

Self-insurance Reserves. Self-insurance reserves are made for estimated liabilities associated with employee health care, workers’ compensation, and general liability insurance. The reserves related to employee health care and workers’ compensation are based on historical experience and open case reserves. Our workers’ compensation claims and our general liability claims are insured by a third party, except for workers compensation claims made in the State of Ohio where the Company is self-insured. The Company records a reserve for general liability claims falling below the Company’s deductible. The reserve estimate is based on an actuarial evaluation of our past history of general liability claims, other industry specific factors and specific event analysis. Because of the high degree of judgment required in determining these estimated accrual amounts, actual future costs could differ from our current estimated amounts. Please refer to Note 1 of our Consolidated Financial Statements for additional information related to our self-insurance reserves.

Stock-Based Compensation. We measure and recognize compensation expense associated with our grant of equity-based awards in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”), which generally requires that companies measure and recognize stock-based compensation expense in an amount equal to the fair value of share-based awards granted under compensation arrangements over the related vesting period. As discussed further in Notes 1 and 2 of our Consolidated Financial Statements, we have granted share-based awards to certain of our employees and directors in the form of stock options, director stock units and performance share units (“PSU’s”).

the performance period based on the probable outcome of the related performance condition. If satisfaction of the performance condition is not probable, compensation expense recognition is deferred until probability is attained and a cumulative stock-based compensation expense adjustment is recorded and recognized ratably over the remaining service period. The Company reevaluates the probability of the satisfaction of the performance condition on a quarterly basis, and stock-based compensation expense is adjusted based on the portion of the requisite service period that has passed. If actual results differ significantly from these estimates, stock-based compensation expense could be higher and have a material impact on our consolidated financial statements. Please see Note 2 to our Consolidated Financial Statements for more information regarding our stock-based compensation.

Valuation of Deferred Tax Assets. The Company records income taxes under the asset and liability method, under which deferred tax assets and liabilities are recognized based on future tax consequences attributable to (1) temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and (2) operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect in the years in which those temporary differences are expected to reverse.

Segment Reporting. The application of segment reporting requires significant judgment in determining our operating segments. Operating segments are defined as a component of an enterprise for which discrete financial information is available and is reviewed regularly by the Company’s chief operating decision makers to evaluate performance, make operating decisions and determine how to allocate resources. The Company’s chief operating decision makers evaluate the Company’s performance in various ways, including: (1) the results of our 14 individual homebuilding operating segments and the results of our financial services operations; (2) the results of our three homebuilding reportable segments; and (3) our consolidated financial results.

In accordance with ASC 280, Segment Reporting (“ASC 280”), we have identified each homebuilding division as an operating segment as each homebuilding division engages in business activities from which it earns revenue, primarily from the sale and construction of single-family attached and detached homes, acquisition and development of land, and the occasional sale of lots to third parties. Our financial services operations generate revenue primarily from the origination, sale and servicing of mortgage loans and title services primarily for purchasers of the Company’s homes and are included in our financial services reportable segment. Corporate is a non-operating segment that develops and implements strategic initiatives and supports our operating segments by centralizing key administrative functions such as accounting, finance, treasury, information technology, insurance and risk management, litigation, marketing and human resources.

In accordance with the aggregation criteria defined in ASC 280, we have determined our reportable segments as follows: Midwest homebuilding, Southern homebuilding, Mid-Atlantic homebuilding and financial services operations. The homebuilding operating segments included in each reportable segment have been aggregated because they share similar aggregation characteristics as prescribed in ASC 280 in the following regards: (1) long-term economic characteristics; (2) historical and expected future long-term gross margin percentages; (3) housing products, production processes and methods of distribution; and (4) geographical proximity. We may, however, be required to reclassify our reportable segments if markets that currently are being aggregated do not continue to share these aggregation characteristics which are evaluated annually.

The homebuilding operating segments that comprise each of our reportable segments are as follows:



Midwest	Southern	Mid-Atlantic
Columbus, Ohio	Tampa, Florida	Washington, D.C.
Cincinnati, Ohio	Orlando, Florida	Charlotte, North Carolina
Indianapolis, Indiana	Houston, Texas	Raleigh, North Carolina
Chicago, Illinois	San Antonio, Texas
Minneapolis/St. Paul, Minnesota	Austin, Texas
	Dallas/Fort Worth, Texas

RESULTS OF OPERATIONS

Overview

For the year ended December 31, 2015 , we experienced generally favorable market conditions in most of our markets as a result of increases in employment , low interest rates, improved consumer confidence and improved mortgage availability. These favorable conditions and the continued execution of our strategic business initiatives enabled us to achieve the following:


•	New contracts increased 12%


•	Homes delivered increased 4% , reaching its highest unit levels in nine years


•	Average price of homes delivered increased 10% to $346,000 - a record high for our Company


•	Number of homes in backlog increased 25% , and our total sales value in backlog increased 34% to $569 million


•	Revenue increased 17%


•	Gross margin increased 40 basis points to 21.2%


•	Pre-tax income increased 25% to $86.9 million , inclusive of a $7.8 million loss related to early

extinguishment of debt


•	Selling, general and administrative expense as a percentage of revenue decreased 70 basis points to 13.3%


•	Number of active communities increased 17%

We accomplished these results despite various industry headwinds we faced during the year, including inclement weather, labor and trade shortages in certain of our markets, the Federal Reserve’s first interest rate increase in nine years, and the implementation of the TILA-RESPA Integrated Disclosure Regulations in the second half of the year. We believe that our results were positively impacted by favorable conditions for housing demand, our strategic growth and investment in new communities; continued improvement in our mix of communities and better locations within each of our markets; our continued focus on controlling overall costs; and the strong performance of our financial services operations.

Summary of Company Financial Results in 2015

In 2015 , we achieved net income to common shareholders of $46.9 million , or $1.68 per diluted share, which included $3.6 million of pre-tax impairment charges, a $7.8 million loss on early extinguishment of debt, and $4.9 million in dividend payments made to holders of our Series A Preferred Shares. This compares to net income to common shareholders of $45.9 million , or $1.65 per diluted share, in 2014 , which included a $9.3 million accounting benefit from income taxes associated with the reversal of our remaining state deferred tax asset valuation allowance, $3.5 million of pre-tax impairment charges, and $4.9 million in dividend payments made to holders of our Series A Preferred Shares.

In 2015 , we recorded total revenue of $1.42 billion , of which $1.34 billion was from home deliveries, $40.3 million was from land sales, and $36.0 million was from our financial services operations. Revenue from homes delivered increased 15% from 2014 driven primarily by an 11% increase in the average sales price of homes delivered in 2015 ( $33,000 per home delivered) compared to 2014 , and 162 additional homes delivered in 2015 (a 4% increase ). Revenue from land sales increased $20.0 million from 2014 due primarily to land sales in both our Mid-Atlantic and Southern regions. Revenue from our financial services segment increased 19% to $36.0 million in 2015 primarily due to the factors discussed below in our “Year Over Year Comparisons” section.

Total gross margin increased $47.4 million in 2015 compared to 2014 as a result of a $41.5 million improvement in the gross margin of our homebuilding operations and a $5.9 million improvement in the gross margin of our financial services operations. The improvement in the gross margin of our homebuilding operations was primarily due to a $37.9 million improvement in housing gross margin compared to 2014 and a $3.8 million improvement in gross margin from strategic land sales made throughout 2015 . We believe the increased sales prices in 2015 were driven primarily by pricing leverage in select locations and submarkets and shifts in both product and community mix. We sell a variety of home types in various communities and markets, each of which yields a different gross margin. As a result, housing gross margin may fluctuate up or down depending on the mix of communities delivering homes in any given year. The pricing improvements were partially offset by higher average lot and construction costs related to cost increases associated with homebuilding industry conditions and normal supply and demand dynamics. In 2015 , we were able to pass a majority of the higher construction costs to our homebuyers in the form of higher sales prices. However, we cannot provide any assurance that our ability to pass such cost increases to our homebuyers through higher sales prices will continue and we do not expect sales prices to increase at the same rate in 2016.

Selling, general and administrative expense increased $18.3 million in 2015 , but improved as a percentage of revenue to 13.3% in 2015 compared to 14.0% in 2014 . Selling expense increased $14.0 million to $95.1 million from $81.1 million in 2014 and remained flat as a percentage of revenue at 6.7% for 2015 and 2014 . Variable selling expense for sales commissions contributed $9.9 million to the increase due to the increase in the number of homes delivered and the higher average sales price, $3.4 million of which related to costs associated with our Austin and Dallas/Fort Worth, Texas markets. The increase in selling expense was

also attributable to a $4.1 million increase in non-variable selling expense related to expenses associated with our sales offices and models, $1.5 million of which related to costs associated with our sales offices and models in our Austin and Dallas/Fort Worth markets, in addition to the impact of costs associated with the 17% increase in our community count in 2015 compared to 2014. General and administrative expense increased $4.4 million , from $88.8 million in 2014 to $93.2 million in 2015 but improved as a percentage of revenue from 7.3% in 2014 to 6.6% in 2015 . This dollar increase was primarily due to a $1.5 million increase in land related expenses compared to prior year due to the growth in our land position, a $1.5 million increase related to our Austin and Dallas/Fort Worth markets, a $0.9 million increase in share based incentive compensation expense associated with our improved financial performance and a $0.5 million increase in payroll-related expense (as our employee count increased 11% from a year ago). We continue to focus on cost control and reducing our selling, general and administrative expense.

Outlook

We believe that U.S. housing markets will generally experience modest improvement in 2016 , similar to the increased level of new homes sales we experienced in 2015 , as a result of continued positive trends in unemployment and low interest rates. We remain focused on increasing our profitability by generating additional revenue and improving overhead operating leverage, continuing to expand our market share, and investing in attractive land and/or new market opportunities. We believe that our geographic footprint and opportunities for growth in our current markets, particularly our newer Texas markets and our new Minneapolis/St. Paul market, combined with the significant number of well-located communities that we opened in 2015 , will position us to sustain the positive momentum of our business and further improve our profitability and results in 2016 .

We expect to continue to emphasize the following strategic business objectives in 2016 :


•	profitably growing our presence in our existing markets, including opening new communities;


•	reviewing new markets for investment opportunities;


•	maintaining a strong balance sheet; and


•	emphasizing customer service, product quality and design, and premier locations.

Consistent with these objectives, we took a number of steps in 2015 to position the Company for continued improvement in 2016 and beyond, including investing $232.7 million in land acquisitions and $205.1 million in land development in 2015 to help grow our presence in our existing markets, as well as acquiring a privately-held homebuilder in Minneapolis/St. Paul, Minnesota in the fourth quarter of 2015. We currently estimate that we will spend approximately $425 million to $475 million on land purchases and land development in 2016 . However, land transactions are subject to a number of factors, including our financial condition and market conditions, as well as satisfaction of various conditions related to specific properties. We will continue to monitor market conditions and our ongoing pace of home sales and deliveries and we will adjust our land spending accordingly.

We ended 2015 with more than 22,400 lots under control, which represents a 5.8 year supply of lots based on 2015 homes delivered, including certain lots that we anticipate selling to third parties. This represents an 8% increase from our approximately 20,700 lots under control at the end of 2014 . We also opened 62 communities and closed 37 communities in 2015 , ending the year with a total of 175 communities. In 2016 , we expect our average community count will increase by 5 - 10% from our average community count of 160 communities for 2015 .

Going forward, we believe our abilities to leverage our fixed costs, obtain land at desired rates of return, and open and grow our active communities provide our best opportunities for continuing to improve our financial results. However, we can provide no assurance that the positive trends reflected in our financial and operating metrics will continue in the future.

The following table shows, by segment: revenue; gross margin; selling, general and administrative expense; operating income (loss); interest expense; and depreciation and amortization for the years ended December 31, 2015, 2014 and 2013 :



	Year Ended
(In thousands)	2015			2014			2013
Revenue:
Midwest homebuilding	$	500,873		$	426,090		$	336,242
Southern homebuilding	514,747			420,901			324,436
Mid-Atlantic homebuilding	366,800			338,067			347,565
Financial services ^(a)	35,975			30,122			28,539
Total revenue	$	1,418,395		$	1,215,180		$	1,036,782

Gross margin:
Midwest homebuilding	$	96,527		$	78,124		$	55,967
Southern homebuilding	104,168			81,484			60,960
Mid-Atlantic homebuilding	63,424			63,002			61,003
Financial services ^(a)	35,975			30,122			28,539
Total gross margin	$	300,094		$	252,732		$	206,469

Selling, general and administrative expense:
Midwest homebuilding	$	45,091		$	40,640		$	34,498
Southern homebuilding	56,892			47,143			37,307
Mid-Atlantic homebuilding	38,280			35,500			33,706
Financial services ^(a)	14,943			14,506			12,741
Corporate	33,094			32,189			29,524
Total selling, general and administrative expense	$	188,300		$	169,978		$	147,776

Operating income (loss):
Midwest homebuilding	$	51,436		$	37,484		$	21,469
Southern homebuilding	47,276			34,341			23,653
Mid-Atlantic homebuilding	25,144			27,502			27,297
Financial services ^(a)	21,032			15,616			15,798
Corporate	(33,094		)	(32,189		)	(29,524		)
Total operating income	$	111,794		$	82,754		$	58,693

Interest expense:
Midwest homebuilding	$	4,005		$	3,001		$	4,923
Southern homebuilding	7,244			5,445			6,142
Mid-Atlantic homebuilding	4,656			3,480			3,491
Financial services ^(a)	1,616			1,439			1,382
Total interest expense	$	17,521		$	13,365		$	15,938

Equity in income of unconsolidated joint ventures	$	(498	)	$	(347	)	$	(306	)
Loss on early extinguishment of debt	7,842			—			1,726

Income before income taxes	$	86,929		$	69,736		$	41,335

Depreciation and amortization:
Midwest homebuilding	$	1,614		$	1,277		$	1,063
Southern homebuilding	2,069			1,584			1,230
Mid-Atlantic homebuilding	1,464			970			995
Financial services	1,213			201			138
Corporate	4,568			4,264			4,885
Total depreciation and amortization	$	10,928		$	8,296		$	8,311


(a)	Our financial services operational results should be viewed in connection with our homebuilding business as its operations originate loans and provide title services primarily for our homebuying customers, with the exception of a small amount of mortgage refinancing.

The following tables show total assets by segment at December 31, 2015 and 2014 :



	At December 31, 2015
(In thousands)	Midwest		Southern		Mid-Atlantic		Corporate, Financial Services and Unallocated		Total
Deposits on real estate under option or contract	$	3,379	$	16,128	$	4,203	$	—	$	23,710
Inventory ^(a)	368,748		416,443		303,141		—		1,088,332
Investments in unconsolidated joint ventures	5,976		30,991		—		—		36,967
Other assets	10,018		23,704		7,253		225,570		266,545
Total assets	$	388,121	$	487,266	$	314,597	$	225,570	$	1,415,554



	At December 31, 2014
(In thousands)	Midwest		Southern		Mid-Atlantic		Corporate, Financial Services and Unallocated		Total
Deposits on real estate under option or contract	$	4,573	$	14,752	$	4,170	$	—	$	23,495
Inventory ^(a)	303,037		331,938		260,119		—		895,094
Investments in unconsolidated joint ventures	1,764		26,005		—		—		27,769
Other assets ^(b)	7,933		16,829		7,536		226,583		258,881
Total assets	$	317,307	$	389,524	$	271,825	$	226,583	$	1,205,239


(a)	Inventory includes: single-family lots, land and land development costs; land held for sale; homes under construction; model homes and furnishings; community development district infrastructure; and consolidated inventory not owned.


(b)	Due to our election to early adopt ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30), Corporate, Financial Services and Unallocated Other assets for the year ended December 31, 2014 has been adjusted by $6.2 million to apply the new method retrospectively.

Reportable Segments

The following table presents, by reportable segment, selected operating and financial information as of and for the years ended December 31, 2015, 2014 and 2013 :



	Year Ended December 31,
(Dollars in thousands)	2015		2014		2013
Midwest Region
Homes delivered	1,417		1,376		1,237
New contracts, net	1,485		1,336		1,364
Backlog at end of period	672		505		545
Average sales price of homes delivered	$	349	$	306	$	269
Average sales price of homes in backlog	$	390	$	351	$	311
Aggregate sales value of homes in backlog	$	261,792	$	177,280	$	169,680
Revenue homes	$	495,044	$	420,434	$	332,858
Revenue third party land sales	$	5,829	$	5,656	$	3,384
Operating income homes	$	50,132	$	35,914	$	22,902
Operating income (loss) land	$	1,304	$	1,570	$	(1,433	)
Number of average active communities	65		64		65
Number of active communities, end of period	73		62		70
Southern Region
Homes delivered	1,447		1,332		1,182
New contracts, net	1,557		1,333		1,290
Backlog at end of period	560		450		449
Average sales price of homes delivered	$	340	$	310	$	272
Average sales price of homes in backlog	$	357	$	341	$	307
Aggregate sales value of homes in backlog	$	200,030	$	153,279	$	137,942
Revenue homes	$	492,227	$	412,438	$	321,098
Revenue third party land sales	$	22,520	$	8,463	$	3,338
Operating income homes	$	43,127	$	33,675	$	22,273
Operating income land	$	4,149	$	666	$	1,380
Number of average active communities	59		51		42
Number of active communities, end of period	66		50		50
Mid-Atlantic Region
Homes delivered	1,019		1,013		1,053
New contracts, net	1,051		994		1,133
Backlog at end of period	299		267		286
Average sales price of homes delivered	$	348	$	328	$	321
Average sales price of homes in backlog	$	360	$	354	$	351
Aggregate sales value of homes in backlog	$	107,602	$	94,628	$	100,395
Revenue homes	$	354,864	$	331,931	$	338,122
Revenue third party land sales	$	11,936	$	6,136	$	9,443
Operating income homes	$	23,936	$	26,119	$	25,271
Operating income land	$	1,208	$	1,383	$	2,026
Number of average active communities	36		36		35
Number of active communities, end of period	36		38		37
Total Homebuilding Regions
Homes delivered	3,883		3,721		3,472
New contracts, net	4,093		3,663		3,787
Backlog at end of period	1,531		1,222		1,280
Average sales price of homes delivered	$	346	$	313	$	286
Average sales price of homes in backlog	$	372	$	348	$	319
Aggregate sales value of homes in backlog	$	569,424	$	425,187	$	408,017
Revenue homes	$	1,342,135	$	1,164,803	$	992,078
Revenue third party land sales	$	40,285	$	20,255	$	16,165
Operating income homes	$	117,195	$	95,708	$	70,446
Operating income land	$	6,661	$	3,619	$	1,973
Number of average active communities	160		151		142
Number of active communities, end of period	175		150		157



	Year Ended December 31,
(Dollars in thousands)	2015		2014		2013
Financial Services
Number of loans originated	2,853		2,572		2,598
Value of loans originated	$	807,985	$	677,418	$	627,509

Revenue	$	35,975	$	30,122	$	28,539
Less: Selling, general and administrative expenses	14,943		14,506		12,741
Interest expense	1,616		1,439		1,382
Income before income taxes	$	19,416	$	14,177	$	14,416

A home is included in “new contracts” when our standard sales contract is executed. “Homes delivered” represents homes for which the closing of the sale has occurred. “Backlog” represents homes for which the standard sales contract has been executed, but which are not included in homes delivered because deliveries for these homes have not yet occurred as of the end of the period specified.

The composition of our homes delivered, new contracts, net and backlog is constantly changing and may be based on a dissimilar mix of communities between periods as new communities open and existing communities wind down. Further, home types and individual homes within a community can range significantly in price due to differing square footage, option selections, lot sizes and quality and location of lots. These variations may result in a lack of meaningful comparability between homes delivered, new contracts, net and backlog due to the changing mix between periods.

Cancellation Rates

The following table sets forth the cancellation rates for each of our homebuilding segments for the years ended December 31, 2015, 2014 and 2013 :



	Year Ended December 31,
	2015		2014		2013
Midwest	15.4	%	18.8	%	18.7	%
Southern	16.9	%	18.1	%	16.2	%
Mid-Atlantic	12.3	%	10.5	%	12.4	%

Total cancellation rate	15.2	%	16.4	%	16.1	%

Year Over Year Comparisons

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014

Midwest Region. For the twelve months ended December 31, 2015 , homebuilding revenue in our Midwest region increased $74.8 million , from $426.1 million in 2014 to $500.9 million in 2015 . This 18% increase in homebuilding revenue was primarily the result of a 14% increase in the average sales price of homes delivered ( $43,000 per home delivered) and a 3% increase in the number of homes delivered ( 41 units). Operating income in our Midwest region increased $13.9 million , from $37.5 million in 2014 to $51.4 million in 2015 . The increase in operating income was primarily the result of an $18.4 million increase in our gross margin in 2015 , offset, in part, by a $4.5 million increase in selling, general, and administrative expense. Our Midwest region experienced a gross margin percentage of 19.3% for 2015 -- a 100 basis point improvement when compared to 18.3% for 2014 . This improvement in our gross margin percentage was primarily reflective of the revenue improvements described above and the absence in 2015 of $3.4 million of asset impairment charges that we recorded in 2014 , partially offset by higher lot and construction costs related to cost increases in labor and materials.

Selling, general and administrative expense increased $4.5 million , from $40.6 million in 2014 to $45.1 million in 2015 , but declined as a percentage of revenue to 9.0% in 2015 from 9.5% in 2014 . The increase in selling, general and administrative expense was attributable, in part, to a $3.7 million increase in selling expense, which was primarily due to a $3.0 million increase in variable selling expenses resulting from increases in sales commissions produced by the higher average sales price of homes delivered and number of homes delivered and a $0.6 million increase in non-variable selling expense primarily related to our design centers and sales offices. The increase in selling, general and administrative expense was also attributable to a $0.8 million increase in general and administrative expense, which was primarily due to an increase in real estate tax expense related to the increase in our land position, as well as other miscellaneous cost increases.

During 2015 , we experienced an 11% increase in new contracts in our Midwest region, from 1,336 in 2014 to 1,485 in 2015 due to our increased community count from prior year. Average sales price in backlog increased to $390,000 at December 31, 2015

compared to $351,000 at December 31, 2014 and homes in backlog increased 33% from 505 homes at December 31, 2014 to 672 homes at December 31, 2015 , partially due to the addition of 92 homes in backlog from our recent acquisition in Minneapolis/St. Paul, Minnesota together with higher-end product offerings and improving sub-market conditions within the region. During the twelve months ended December 31, 2015 , we opened 24 communities in our Midwest region compared to 13 during 2014 . Our monthly absorption rate in our Midwest region was 1.9 per community in 2015 , compared to 1.8 in 2014 .

Southern Region. For the twelve months ended December 31, 2015 , homebuilding revenue in our Southern region increased $93.8 million , from $420.9 million in 2014 to $514.7 million in 2015 . This 22% increase in homebuilding revenue was the result of a 10% increase in the average sales price of homes delivered ( $30,000 per home delivered), a 9% increase in the number of homes delivered ( 115 units), and a $14.1 million increase in land sales revenue. Operating income in our Southern region increased $13.0 million , from $34.3 million in 2014 to $47.3 million in 2015 . The increase in operating income was primarily the result of a $22.7 million increase in our gross margin in 2015 , offset, in part, by a $9.8 million increase in selling, general, and administrative expense. Our Southern region experienced a gross margin percentage of 20.2% for 2015 -- an 80 basis point improvement when compared to 19.4% for 2014 . The improvement in our gross margin percentage when compared to 2014 was primarily reflective of the increase in average sales price of home delivered described above and a $3.5 million increase in profit from strategic land sales during the year, partially offset by higher lot and construction costs related to both the mix of homes delivered and cost increases in labor and materials.

Selling, general and administrative expense increased $9.8 million from $47.1 million in 2014 to $56.9 million in 2015 but declined as a percentage of revenue to 11.1% in 2015 from 11.2% in 2014 . The increase in selling, general and administrative expense was attributable, in part, to a $7.5 million increase in selling expense, which was primarily due to (1) a $5.0 million increase in variable selling expenses resulting from increases in sales commissions produced by the higher average sales price of homes delivered and the larger number of homes delivered, $3.4 million of which was associated with our Austin and Dallas/Fort Worth markets, and (2) a $2.5 million increase in non-variable selling expenses related to our sales offices and models as a result of our increased community count, $1.5 million of which was related to our Austin and Dallas/Fort Worth markets. The increase in selling, general and administrative expense was also attributable to a $2.3 million increase in general and administrative expense, which was primarily due to a $1.6 million increase related to our Austin and Dallas/Fort Worth, Texas markets, a $0.5 million increase in land related expenses and a $0.2 million increase in payroll-related expenses.

During 2015 , we experienced a 17% increase in new contracts in our Southern region, from 1,333 in 2014 to 1,557 in 2015 . Average sales price in backlog increased to $357,000 at December 31, 2015 compared to $341,000 at December 31, 2014 due to favorable shifts in product type and market mix. Homes in backlog increased 24% from 450 homes at December 31, 2014 to 560 homes at December 31, 2015 . The increases in new contracts and backlog were primarily due to growth in our Texas operations, with the exception of our Houston market due to the impact of declining oil prices on the local economy, as well as improved demand in our Florida markets. During 2015 , we opened 23 communities in our Southern region compared to 25 communities opened during 2014 . Our monthly absorption rate in our Southern region remained flat at 2.2 per community in 2015 and 2014 .

Mid-Atlantic Region. For the twelve months ended December 31, 2015 , homebuilding revenue in our Mid-Atlantic region increased $28.7 million from $338.1 million in 2014 to $366.8 million in 2015 . This 8% increase in homebuilding revenue was the result of a 6% increase in the average sales price of homes delivered ( $20,000 per home delivered), a 1% increase in the number of homes delivered ( 6 units), and a $5.8 million increase in land sales revenue. Operating income , however, decreased $2.4 million , from $27.5 million in 2014 to $25.1 million in 2015 . The decrease in operating income was primarily the result of a $2.8 million increase in selling, general, and administrative expense, offset, in part, by a $0.4 million increase in our gross margin. Gross margin percentage, however, decline d by 130 basis points to 17.3% compared to 18.6% for 2014 in our Mid-Atlantic region. This decline in gross margin percentage was partially due to a $3.6 million increase in asset impairment charges taken during the period in our Washington, D.C. market, and higher lot and construction costs related to cost increases in labor and materials associated with housing market conditions, market mix, and shifts in product type.

Selling, general and administrative expense increased $2.8 million from $35.5 million in 2014 to $38.3 million in 2015 but decreased slightly as a percentage of revenue from 10.5% in 2014 to 10.4% in 2015 . The increase in selling, general and administrative expense was attributable to a $2.8 million increase in selling expense due to (1) a $1.9 million increase in variable selling expenses resulting from increases in sales commissions from the higher average sales price of homes delivered and (2) a $0.9 million increase in non-variable selling expenses primarily related to our sales offices and models.

During 2015 , we experienced a 6% increase in new contracts in our Mid-Atlantic region, from 994 in 2014 to 1,051 in 2015 . The average sales price of homes in backlog increased from $354,000 at December 31, 2014 to $360,000 at December 31, 2015 , and the number of homes in backlog increase d 12% from 267 homes at December 31, 2014 to 299 homes at December 31, 2015 . These improvements in new contracts and backlog were attributable to increased absorption rates and improved demand. During 2015 , we opened 15 communities in our Mid-Atlantic region compared to 18 communities opened during 2014 . Our monthly absorption

rate in our Mid-Atlantic region improved to 2.5 per community in 2015 , compared to 2.3 per community in the same period in 2014 .

Financial Services. Revenue from our mortgage and title operations increased $5.9 million ( 19% ) from $30.1 million in 2014 to $36.0 million in 2015 as a result of an 11% increase in the number of loan originations, from 2,572 in 2014 to 2,853 in 2015 , a 7.6% increase in the average loan amount from $263,000 in 2014 to $283,000 in 2015 and favorable market conditions related to the sale of our loans to third parties.

We achieved a $5.4 million increase in operating income in 2015 compared to 2014 , which was primarily due to the increase in our revenue discussed above offset partially by a $0.4 million increase in selling, general and administrative expense in 2015 compared to 2014, which was primarily attributable to an increase in payroll-related expenses.

At December 31, 2015 , M/I Financial provided financing services in all of our markets (excluding our newly acquired Minneapolis/St. Paul, Minnesota operations). Approximately 81% of our homes delivered during 2015 were financed through M/I Financial, compared to 79% during 2014 . Capture rate is influenced by financing availability and can fluctuate up or down from quarter to quarter.

Corporate Selling, General and Administrative Expenses. Corporate selling, general and administrative expense increased $0.9 million , from $32.2 million in 2014 to $33.1 million in 2015 . The increase was primarily due to an increase in share based compensation associated with our improved financial performance.

Interest Expense - Net. Interest expense for the Company increased $4.1 million , from $13.4 million in 2014 to $17.5 million in 2015 . This increase was primarily the result of an increase in our weighted average borrowings from $431.4 million in 2014 to $573.2 million in 2015 primarily related to the increased borrowing under our Credit Facility (as defined below in “Liquidity and Capital Resources”). Partially offsetting this increase was a decline in our weighted average borrowing rate from 7.12% for 2014 to 6.21% for 2015 .

Earnings from Unconsolidated Joint Ventures. Earnings from unconsolidated joint ventures represents our portion of pre-tax earnings from our joint ownership and development agreements, joint ventures and other similar arrangements. In 2015 and 2014 , the Company earned $0.5 million and $0.3 million , respectively, in equity income from unconsolidated joint ventures.

Loss on Early Extinguishment of Debt. We recognized a loss on early extinguishment of debt of $7.8 million during the year ended December 31, 2015 as a result of the write-off of unamortized debt issuance costs and a prepayment premium associated in each case with the redemption of our 8.625% Senior Notes due 2018 (the “2018 Senior Notes”) during the fourth quarter of 2015.

Income Taxes. Our overall effective tax rate was 40.5% for the year ended December 31, 2015 and 27.2% for the year ended December 31, 2014 . The higher effective rate for 2015 was attributable to the tax impact of expired stock options and changes in state tax rate and apportionments that occurred during the year. The higher effective rate for the year ended December 31, 2015 was also attributable to the reversal of a state tax valuation allowance of $9.3 million in 2014 that did not recur in 2015 (please see Note 14 to our Consolidated Financial Statements for more information).

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

Midwest Region. For the twelve months ended December 31, 2014, homebuilding revenue in our Midwest region increased $89.9 million, from $336.2 million in 2013 to $426.1 million in 2014. This 27% increase in homebuilding revenue was the result of a 14% increase in the average sales price of homes delivered ($37,000 per home delivered), an 11% increase in the number of homes delivered (139 units), and a $2.3 million increase in land sale revenue. Operating income in our Midwest region increased $16.0 million, from $21.5 million in 2013 to $37.5 million in 2014. The increase in operating income was primarily the result of a $22.1 million increase in our gross margin in 2014, offset, in part, by a $6.1 million increase in selling, general, and administrative expense. Our Midwest region experienced a gross margin percentage of 18.3% for 2014 -- a 170 basis point improvement when compared to 16.6% for 2013. This gross margin percentage improvement was primarily reflective of the revenue improvements described above and a $2.4 million decrease in asset impairment charges taken in 2014 compared to 2013, partially offset by higher lot and construction costs related to both the mix of homes delivered and cost increases in labor and materials associated with housing market conditions and normal supply and demand dynamics.

Selling, general and administrative expense increased $6.1 million, from $34.5 million in 2013 to $40.6 million in 2014, but declined as a percentage of revenue to 9.5% in 2014 from 10.3% in 2013. The increase in selling, general and administrative expense was attributable, in part, to a $5.4 million increase in selling expense, which was primarily due to a $3.2 million increase in variable selling expenses resulting from increases in sales commissions produced by the higher average sales price of homes

delivered and number of homes delivered and a $2.3 million increase in non-variable selling expense primarily related to our design centers and sales offices. The increase in selling, general and administrative expense was also attributable to a $0.7 million increase in general and administrative expense, which was primarily due to an increase in compensation expense resulting primarily from a 10% increase in employee count and an increase in variable compensation expense associated with the improved operating performance in this region.

Average sales price in backlog increased to $351,000 at December 31, 2014 compared to $311,000 at December 31, 2013 due to higher-end product offerings, improving sub-market conditions, and more attractive community locations. However, during 2014, we experienced a 2% decrease in new contracts in our Midwest region, from 1,364 in 2013 to 1,336 in 2014 and backlog decreased 7% from 545 homes at December 31, 2013 to 505 homes at December 31, 2014. We believe the declines in new contracts and backlog units were attributable to the opening of certain new communities later in the year than we anticipated, and the closing of certain communities that made significant contributions to the strong pace of new contracts in 2013. Additionally, comparing new contracts levels for 2014 with 2013 was challenging as a result of our strong level of new contracts in 2013, which represented a 19% increase compared to 2012. During the twelve months ended December 31, 2014, we opened 13 communities in our Midwest region compared to 21 during 2013. Our monthly absorption rate in our Midwest region was 1.8 per community in both 2014 and 2013.

Southern Region. For the twelve months ended December 31, 2014, homebuilding revenue in our Southern region increased $96.5 million, from $324.4 million in 2013 to $420.9 million in 2014. This 30% increase in homebuilding revenue was the result of a 14% increase in the average sales price of homes delivered ($38,000 per home delivered), a 13% increase in the number of homes delivered (150 units) and a $5.1 million increase in land sales revenue. Operating income in our Southern region increased $10.6 million, from $23.7 million in 2013 to $34.3 million in 2014. The increase in operating income was primarily the result of a $20.4 million increase in our gross margin in 2014, offset, in part, by a $9.8 million increase in selling, general, and administrative expense. Our Southern region experienced a gross margin percentage of 19.4% for 2014 compared to 18.8% for 2013. The improvement in our gross margin percentage when compared to 2013 was primarily reflective of the revenue improvements described above, partially offset by a $0.7 million decrease in profit from the sale of land and higher lot and construction costs related to both the mix of homes delivered and cost increases in labor and materials associated with housing market conditions and normal supply and demand dynamics.

Selling, general and administrative expense increased $9.8 million from $37.3 million in 2013 to $47.1 million in 2014 and declined as a percentage of revenue to 11.2% in 2014 from 11.5% in 2013. The increase in selling, general and administrative expense was attributable, in part, to a $7.2 million increase in selling expense, which was primarily due to (1) a $4.7 million increase in variable selling expenses resulting from increases in sales commissions produced by the higher average sales price of homes delivered and the larger number of homes delivered, and (2) a $2.5 million increase in expenses related to our design centers and sales offices. The increase in selling, general and administrative expense was also attributable to a $2.6 million increase in general and administrative expense, which was primarily due to a $1.6 million increase in other start-up expenses related to our new Austin and Dallas/Fort Worth, Texas divisions and a $0.6 million increase in payroll-related expenses.

During 2014, we experienced a 3% increase in new contracts in our Southern region, from 1,290 in 2013 to 1,333 in 2014. Backlog units remained flat at December 31, 2014 compared to December 31, 2013, with an average sales price in backlog of $341,000 at December 31, 2014 compared to $307,000 at December 31, 2013. We believe the lack of growth in backlog units were attributable to increased competition, the opening of certain new communities later in the year than we anticipated, and the closing of certain communities that made significant contributions to the strong pace of new contracts during 2013. The increases in new contracts and average sales price in backlog were primarily due to growth in our Texas operations. During 2014, we opened 25 communities in our Southern region compared to 28 communities opened during 2013. Our monthly absorption rate in our Southern region declined to 2.2 per community in 2014 compared to 2.6 per community in 2013.

Mid-Atlantic Region. For the twelve months ended December 31, 2014, homebuilding revenue in our Mid-Atlantic region decreased $9.5 million from $347.6 million in 2013 to $338.1 million in 2014. This 3% decrease in homebuilding revenue was the result of a 4% decrease in the number of homes delivered (40 units) and a $3.3 million decrease in land sales revenue. Operating income, however, increased slightly, from $27.3 million in 2013 to $27.5 million in 2014. The increase in operating income was primarily the result of a $2.0 million increase in our gross margin in 2014, offset, in part, by a $1.8 million increase in selling, general, and administrative expense. Our Mid-Atlantic region experienced a gross margin percentage of 18.6% -- a 100 basis point improvement when compared to 17.6% in 2013. This percentage improvement in gross margin resulted from gains due to a shift in product and market mix, partially offset by higher construction costs related to both the mix of homes delivered and cost increases in labor and materials associated with housing market conditions and normal supply/demand dynamics.

Selling, general and administrative expense increased $1.8 million from $33.7 million in 2013 to $35.5 million in 2014 and increased as a percentage of revenue to 10.5% in 2014 from 9.7% in 2013. The increase in selling, general and administrative expense was

attributable, in part, to a $0.4 million increase in selling expense, which was primarily due to an increase in non-variable selling expenses associated with our sales offices and models. The increase in selling, general and administrative expense was also attributable to a $1.4 million increase in general and administrative expense, which was primarily due to a $0.7 million increase due to the absence of bad debt recoveries that occurred in 2013 and a $0.7 million increase in land abandonment charges.

During 2014, we experienced a 12% decrease in new contracts in our Mid-Atlantic region, from 1,133 in 2013 to 994 in 2014 and a 7% decrease in the number of homes in backlog from 286 homes at December 31, 2013 to 267 homes at December 31, 2014. These declines were primarily attributable to delayed openings of certain new communities resulting from harsh weather conditions in the first quarter and the closing of certain communities that made significant contributions to the strong pace of new contracts during 2013. However, our average sales price in backlog increased slightly from $351,000 at December 31, 2013 to $354,000 at December 31, 2014 due to a change in product mix with a higher percentage of our backlog units being townhomes in 2014 than in 2013. During 2014, we opened 18 communities in our Mid-Atlantic region compared to 16 communities opened during 2013. Our monthly absorption rate in our Mid-Atlantic region declined to 2.3 per community in 2014, compared to 2.7 per community in the same period in 2013.

Financial Services. Revenue from our mortgage and title operations increased $1.6 million (6%) from $28.5 million in 2013 to $30.1 million in 2014 as a result of several factors: (1) an 8.7% increase in the average loan amount from $242,000 in 2013 to $263,000 in 2014; (2) higher average margins on our loans sold than we experienced in 2013; and (3) additional revenue due to retaining mortgage servicing rights.

We ended 2014 with a $0.2 million decrease in operating income compared to 2013, which was primarily due to an increase in selling, general and administrative expense in 2014 primarily related to our start-up operations in our new Austin and Dallas/Fort Worth divisions.

At December 31, 2014, M/I Financial provided financing services in all of our markets. Approximately 79% of our homes delivered during 2014 were financed through M/I Financial, the same as in 2013. Capture rate is influenced by financing availability and can fluctuate up or down from quarter to quarter.

Corporate Selling, General and Administrative Expenses. Corporate selling, general and administrative expense increased $2.7 million, from $29.5 million in 2013 to $32.2 million in 2014. The increase was primarily due to a $2.2 million increase in share based and variable incentive compensation associated with our improved financial performance and a $0.3 million increase in professional fees associated with our growth.

Interest Expense - Net. Interest expense for the Company decreased $2.5 million, from $15.9 million in 2013 to $13.4 million in 2014. This decrease was primarily the result of a decline in our weighted average borrowing rate from 7.61% for 2013 to 7.12% for 2014, as well as an increase in our capitalized interest related to increased land development during 2014 compared to the prior year. Partially offsetting these decreases was an increase in our weighted average borrowings from $389.7 million in 2013 to $431.4 million in 2014 primarily related to the increased borrowing under our Credit Facility.

Earnings from Unconsolidated Joint Ventures. Earnings from unconsolidated joint ventures represents our portion of pre-tax earnings from our joint ownership and development agreements, joint ventures and other similar arrangements. In both 2014 and 2013, the Company earned $0.3 million in equity in income from unconsolidated joint ventures.

Income Taxes. Our overall effective tax rate was 27.2% for the year ended December 31, 2014 and (266.3)% for the same period in 2013. Our 2014 effective tax rate primarily reflects the reversal of our remaining state deferred tax asset valuation allowance (please see Note 14 to our Consolidated Financial Statements for more information). The effective rates are not reflective of our historical tax rate or our effective tax rate in future periods due to our deferred tax asset valuation allowance.

LIQUIDITY AND CAPITAL RESOURCES

Overview of Capital Resources and Liquidity

At December 31, 2015 , we had $13.1 million of cash, cash equivalents and restricted cash, with $10.2 million of this amount comprised of unrestricted cash and cash equivalents, which represents a $5.3 million decrease in unrestricted cash and cash equivalents from December 31, 2014 . Our principal uses of cash during 2015 were investment in land and land development, construction of homes, mortgage loan originations, investment in joint ventures, operating expenses, and short-term working capital and debt service requirements, including the redemption of our 2018 Senior Notes and repayment of amounts outstanding under our credit facilities, as well as the acquisition of a privately-held homebuilder in Minneapolis/St. Paul, Minnesota during the fourth quarter of 2015. In order to fund these uses of cash, we used proceeds from home deliveries and the sale of mortgage loans, excess

cash generated from our debt refinancing during the fourth quarter of 2015 (see the “Financing Cash Flow Activities” section below), borrowings under our credit facilities, and other sources of liquidity.

We are actively acquiring and developing lots in our markets to replenish and grow our lot supply and active community count. We expect to continue to expand our business based on the anticipated level of demand for new homes in our markets. Accordingly, we expect our cash outlays for land purchases, land development, home construction and operating expenses will continue to exceed our cash generated by operations during some monthly and quarterly periods in 2016 , and we expect to continue to utilize our revolving credit facility in 2016 .

During the year ended December 31, 2015 , we delivered 3,883 homes, started 3,900 homes, and spent $232.7 million on land purchases and $205.1 million on land development. Based on our business activity levels, market conditions, and opportunities for land in our markets, we currently estimate that we will spend approximately $425 million to $475 million on land purchases and land development during 2016.

We also continue to enter into land option agreements, taking into consideration current and projected market conditions, to secure land for the construction of homes in the future. Pursuant to these land option agreements, as of December 31, 2015 , we had purchase agreements to acquire 11,023 lots, with an aggregate current purchase price of approximately $513.2 million during 2016 through 2028.

Land transactions are subject to a number of factors, including our financial condition and market conditions, as well as satisfaction of various conditions related to specific properties. We will continue to monitor market conditions and our ongoing pace of home deliveries and adjust our land spending accordingly. The planned increase in our land spending in 2016 compared to 2015 is driven primarily by the growth of our business.

Operating Cash Flow Activities . During 2015 , we used $82.2 million of cash in our operating activities, compared to $132.7 million of cash used in our operating activities in 2014 . The net decrease of $50.5 million in cash used in operating activities during 2015 compared to 2014 was primarily due to a decrease in the change in inventory, from a $209.3 million net increase in inventory in 2014 to a $159.0 million net increase in 2015 , as our change in net investment in land and houses under construction decreased from the prior year.

Investing Cash Flow Activities. During 2015 , we used $37.6 million of cash in investing activities, compared to using $12.6 million of cash in investing activities in 2014 . This $25.0 million increase in cash usage was primarily due to our acquisition of a privately held homebuilder in Minneapolis/St. Paul, Minnesota during the fourth quarter of 2015.

Financing Cash Flow Activities. During 2015, we generated $114.5 million of cash from our financing activities, compared to generating $32.1 million of cash during 2014. The change in cash generated from financing activities was primarily due to our issuance of $300.0 million of 6.75% Senior Notes due 2021 (the “2021 Senior Notes”), offset partially by related debt issuance costs and the redemption of our 2018 Senior Notes for $232.7 million .

At December 31, 2015 and December 31, 2014 , our ratio of net debt to net capital was 50% and 47% , respectively, calculated as total debt minus total cash, cash equivalents and restricted cash, divided by the sum of total debt minus total cash, cash equivalents and restricted cash plus shareholders' equity. The increase compared to December 31, 2014 was due to higher debt levels and a decrease in our cash balance compared to December 31, 2014 as well as an increase in shareholders’ equity, primarily related to our net earnings. We believe that this ratio provides useful information regarding our financial position, for understanding the leverage employed in our operations and for comparing us with other homebuilders.

We fund our operations with cash flows from operating activities, including proceeds from home deliveries, land sales and the sale of mortgage loans. We believe that these sources of cash, along with our balance of unrestricted cash and borrowings available under our credit facilities, will be sufficient to fund our currently anticipated working capital needs, investment in land and land development, construction of homes, operating expenses, planned capital spending, and debt service requirements for at least the next twelve months. In order to increase the amount available for borrowings under our credit facilities and enhance our liquidity, on August 28, 2015 , we exercised the accordion feature provided within our primary homebuilding credit facility and increased the aggregate commitment thereunder by $100.0 million as described below. In addition, we routinely monitor current operational requirements, financial market conditions, and credit relationships and we may choose to seek additional capital by issuing new debt and/or equity securities to strengthen our liquidity or our long-term capital structure. In December 2015, we issued $300.0 million of 2021 Senior Notes and used a portion of the proceeds to redeem our 2018 Senior Notes, as discussed above. The financing needs of our homebuilding and financial services operations depend on anticipated sales volume in the current year as well as future years, inventory levels and related turnover, forecasted land and lot purchases, debt maturity dates, and other factors. If we seek such additional capital, there can be no assurance that we would be able to obtain such additional capital on

terms acceptable to us, if at all, and such additional equity or debt financing could dilute the interests of our existing shareholders and/or increase our interest costs.

The Company is a party to three primary credit agreements: (1) a $400 million unsecured revolving credit facility dated July 18, 2013, as amended by a First Amendment dated October 20, 2014 , with M/I Homes, Inc. as borrower and guaranteed by the Company's wholly owned homebuilding subsidiaries (the “Credit Facility”); (2) a $110 million secured mortgage warehousing agreement, dated March 29, 2013, with M/I Financial as borrower, as most recently amended on December 10, 2015 (the “MIF Mortgage Warehousing Agreement”); and (3) a $15 million mortgage repurchase agreement, as amended and restated on November 3, 2015 and further amended by a First Amendment on December 2, 2015 (the “MIF Mortgage Repurchase Facility”).

Included in the table below is a summary of our available sources of cash from the Credit Facility, the MIF Mortgage Warehousing Agreement and the MIF Mortgage Repurchase Facility as of December 31, 2015 :



(In thousands)	Expiration Date	Outstanding Balance		Available Amount
Notes payable – homebuilding ^(a)	10/20/2018	$	43,800	$	316,395
Notes payable – financial services ^(b)	(b)	$	123,648	$	854

(a)

The available amount under the Credit Facility is computed in accordance with the borrowing base calculation, which totaled $437.2 million of availability at December 31, 2015 , such that the full $400 million commitment amount of the facility was available, less any borrowings and letters of credit outstanding. There were $43.8 million of borrowings and $39.8 million of letters of credit outstanding at December 31, 2015 , leaving $316.4 million available. The Credit Facility has an expiration date of October 20, 2018 .

(b)

The available amount is computed in accordance with the borrowing base calculations under the MIF Mortgage Warehousing Agreement and the MIF Mortgage Repurchase Facility, each of which may be increased by pledging additional mortgage collateral. The maximum aggregate commitment amount of M/I Financial's warehousing agreements as of December 31, 2015 was $150 million , which includes the temporary increases for each facility (as further described below) which both expired on February 1, 2016 at which time the maximum aggregate commitment amount reverted to $125 million . The MIF Mortgage Warehousing Agreement has an expiration date of June 24, 2016 and the MIF Mortgage Repurchase Facility has an expiration date of November 1, 2016 .

Notes Payable - Homebuilding.

Homebuilding Credit Facility . The Credit Facility provides for an aggregate commitment amount of $400 million , including a $125 million sub-facility for letters of credit. During the third quarter of 2015, the Company exercised an accordion feature provided for within the Credit Facility, increasing the total revolving commitment amount under the Credit Facility from $300 million to $400 million by obtaining additional commitments from existing lenders. The Credit Facility matures on October 20, 2018 . Interest on amounts borrowed under the Credit Facility is payable at either the Alternate Base Rate plus a margin of 175 basis points, or at the Eurodollar Rate plus a margin of 275 basis points, in each case subject to adjustment based on the Company’s leverage ratio.

Borrowings under the Credit Facility constitute senior, unsecured indebtedness and availability is subject to, among other things, a borrowing base calculated using various advance rates for different categories of inventory. The Credit Facility contains various representations, warranties and covenants which require, among other things, that the Company maintain (1) a minimum level of Consolidated Tangible Net Worth of $383.2 million (subject to increase over time based on earnings and proceeds from equity offerings), (2) a leverage ratio not in excess of 60% , and (3) either a minimum Interest Coverage Ratio of 1.5 to 1.0 or a minimum amount of available liquidity. In addition, the Credit Facility contains covenants that limit the Company’s number of unsold housing units and model homes, as well as the amount of Investments in Unrestricted Subsidiaries and Joint Ventures.

As of December 31, 2015 , the Company was in compliance with all covenants of the Credit Facility, including financial covenants. The following table summarizes the most significant restrictive covenant thresholds under the Credit Facility and our compliance with such covenants as of December 31, 2015 :



Financial Covenant		Covenant Requirement		Actual
		(Dollars in millions)
Consolidated Tangible Net Worth	≥	$	383.2	$	538.5
Leverage Ratio	≤	0.60		0.49
Interest Coverage Ratio	≥	1.5 to 1.0		4.1 to 1.0
Investments in Unrestricted Subsidiaries and Joint Ventures	≤	$	161.5	$	22.4
Unsold Housing Units and Model Homes	≤	1,573		884

Homebuilding Letter of Credit Facilities. The Company is party to three secured credit agreements for the issuance of letters of credit outside of the Credit Facility (collectively, the “Letter of Credit Facilities”), with maturity dates ranging from August 31, 2016 to June 1, 2017 . Under the terms of the Letter of Credit Facilities, letters of credit can be issued for maximum terms ranging from one year up to three years. The Letter of Credit Facilities contain cash collateral requirements ranging from 101% to 105% . Upon maturity or the earlier termination of the Letter of Credit Facilities, letters of credit that have been issued under the Letter of Credit Facilities remain outstanding with cash collateral in place through the respective expiration dates.

The agreements governing the Letter of Credit Facilities contain limits for the issuance of letters of credit ranging from $3.0 million to $5.0 million , for a combined letter of credit capacity of $12.0 million , of which $4.9 million was uncommitted at December 31, 2015 and could be withdrawn at any time. As of December 31, 2015 , there was a total of $2.7 million of letters of credit issued under the Letter of Credit Facilities, which was collateralized with $2.7 million of restricted cash.

Notes Payable - Financial Services.

MIF Mortgage Warehousing Agreement. The MIF Mortgage Warehousing Agreement is used to finance eligible residential mortgage loans originated by M/I Financial. The Agreement provides a maximum borrowing availability of $110 million and an accordion feature which allows for an increase of the maximum borrowing availability of up to an additional $20 million (subject to certain conditions, including obtaining additional commitments from existing or new lenders). In December 2015 , M/I Financial entered into an amendment to temporarily increase the maximum borrowing availability to $130 million , which expired on February 1, 2016 . The MIF Mortgage Warehousing Agreement has an expiration date of June 24, 2016 . The maximum principal amount permitted to be outstanding at any one time in aggregate under all warehouse credit lines is $150 million . M/I Financial pays interest on each advance under the MIF Mortgage Warehousing Agreement at a per annum rate equal to the greater of (1) the floating LIBOR rate plus 250 basis points and (2) 2.75% .

As is typical for similar credit facilities in the mortgage origination industry, at closing, the expiration of the MIF Mortgage Warehousing Agreement was set at approximately one year and is under consideration for extension annually by the participating lenders. We expect to extend the MIF Mortgage Warehousing Agreement on or prior to the current expiration date of June 24, 2016, but we cannot provide any assurance that we will be able to obtain such an extension.

The MIF Mortgage Warehousing Agreement is secured by certain mortgage loans originated by M/I Financial and that are being “warehoused” prior to their sale to investors. The MIF Mortgage Warehousing Agreement provides for limits with respect to certain loan types that can secure outstanding borrowings. There are currently no guarantors of the MIF Mortgage Warehousing Agreement, although M/I Financial may, at its election, designate from time to time any one or more of its subsidiaries as guarantors.

As of December 31, 2015 , there was $104.6 million outstanding under the MIF Mortgage Warehousing Agreement and M/I Financial was in compliance with all covenants thereunder. The financial covenants, as more fully described and defined in the MIF Mortgage Warehousing Agreement, are summarized in the following table, which also sets forth M/I Financial’s compliance with such covenants as of December 31, 2015 :



Financial Covenant		Covenant Requirement		Actual
		(Dollars in millions)
Leverage Ratio	≤	10.0 to 1.0		7.2 to 1.0
Liquidity	≥	$	5.5	$	15.0
Adjusted Net Income	>	$	0.0	$	9.4
Tangible Net Worth	≥	$	11.0	$	18.4

MIF Mortgage Repurchase Facility. The MIF Mortgage Repurchase Facility, as amended and restated on November 3, 2015 , is used to finance eligible residential mortgage loans originated by M/I Financial and is structured as a mortgage repurchase facility with a maximum borrowing availability of $15 million and an expiration date of November 1, 2016 . The agreement was amended in December 2015 to temporarily increase the maximum borrowing availability to $20 million , which expired on February 1, 2016 . M/I Financial pays interest on each advance under the MIF Mortgage Repurchase Facility at a per annum rate equal to the floating LIBOR rate plus 250 or 275 basis points depending on the loan type. The covenants in the MIF Mortgage Repurchase Facility are substantially similar to the covenants in the MIF Mortgage Warehousing Agreement. The MIF Mortgage Repurchase Facility provides for limits with respect to certain loan types that can secure outstanding borrowings, which are substantially similar to the restrictions in the MIF Mortgage Warehousing Agreement. There are currently no guarantors of the MIF Mortgage Repurchase Facility. As of December 31, 2015 , there was $19.0 million outstanding under the MIF Mortgage Repurchase Facility. M/I Financial was in compliance with all financial covenants as of December 31, 2015 .

Senior Notes and Convertible Senior Subordinated Notes.

6.75% Senior Notes. In December 2015, the Company issued $300 million aggregate principal amount of 6.75% Senior Notes due 2021. We used $237.5 million of the net proceeds from the issuance of the 2021 Senior Notes to redeem all of the outstanding 2018 Senior Notes, consisting of principal of $230.0 million , a prepayment premium of $5.0 million , which was recorded as a loss on debt extinguishment, and accrued interest of $2.5 million . Additionally, in connection with the redemption of the 2018 Senior Notes, $1.1 million of unamortized original issue discount and $1.8 million of unamortized debt issuance costs were written-off and recorded as a loss on debt extinguishment.

The 2021 Senior Notes contain certain covenants, as more fully described and defined in the indenture governing the 2021 Senior Notes, which limit the ability of the Company and the restricted subsidiaries to, among other things: incur additional indebtedness; make certain payments, including dividends, or repurchase any shares, in an aggregate amount exceeding our “restricted payments basket”; make certain investments; and create or incur certain liens, consolidate or merge with or into other companies, or liquidate or sell or transfer all or substantially all of our assets. These covenants are subject to a number of exceptions and qualifications as described in the indenture governing the 2021 Senior Notes. As of December 31, 2015 , the Company was in compliance with all terms, conditions, and covenants under the indenture.

The indenture governing the 2021 Senior Notes contains covenants substantially similar to the covenants that were set forth in the indenture governing the 2018 Senior Notes.

See Note 11 to the Consolidated Financial Statements for more information regarding the 2021 Senior Notes.

3.0% Convertible Senior Subordinated Notes. In March 2013, the Company issued $86.3 million aggregate principal amount of 3.0% Convertible Senior Subordinated Notes due 2018. The conversion rate initially equals 30.9478 shares per $1,000 of their principal amount. This corresponds to an initial conversion price of approximately $32.31 per common share, which equates to approximately 2.7 million common shares. See Note 11 to the Consolidated Financial Statements for more information regarding the 2018 Convertible Senior Subordinated Notes.

3.25% Convertible Senior Subordinated Notes. In September 2012, the Company issued $57.5 million aggregate principal amount of 3.25% Convertible Senior Subordinated Notes due 2017. The conversion rate initially equals 42.0159 shares per $1,000 of principal amount. This corresponds to an initial conversion price of approximately $23.80 per common share which equates to approximately 2.4 million common shares. See Note 11 to the Consolidated Financial Statements for more information regarding the 2017 Convertible Senior Subordinated Notes.

Weighted Average Borrowings. In 2015 and 2014 , our weighted average borrowings outstanding were $573.2 million and $431.4 million , respectively, with a weighted average interest rate of 6.21% and 7.12% , respectively. The increase in our weighted average borrowings related to an increase in bank borrowings during 2015 compared to 2014 in addition to the issuance of our 2021 Senior Notes in 2015, offset partially by the redemption of our 2018 Senior Notes. The decline in our weighted average interest rate was primarily due to lower costs on the Credit Facility compared to 2014 .

At December 31, 2015 , we had $43.8 million outstanding under the Credit Facility. During the twelve months ended December 31, 2015 , the average daily amount outstanding under the Credit Facility was $118.6 million and the maximum amount outstanding under the Credit Facility was $189.2 million . Based on our current anticipated spending on land acquisition and development in 2016 , and associated increases in our investment in inventory, including land and houses under construction, we expect to continue to borrow under the Credit Facility during 2016 , with an estimated peak amount outstanding of less than $200 million . The actual amount borrowed in 2016 (and the estimated peak amount outstanding) and related timing are subject to numerous factors, including the timing and amount of land and house construction expenditures, payroll and other general and administrative expenses, cash receipts from home deliveries, other cash receipts and payments, any capital markets transactions or other additional financings

by the Company and any repayments or redemptions of outstanding debt. The Company may experience significant variation in cash and Credit Facility balances from week to week due to the timing of such receipts and payments.

There were $39.8 million of letters of credit issued and outstanding under the Credit Facility at December 31, 2015 . During 2015 , the average daily amount of letters of credit outstanding under the Credit Facility was $31.3 million and the maximum amount of letters of credit outstanding under the Credit Facility was $39.8 million .

At December 31, 2015 , M/I Financial had $104.6 million outstanding under the MIF Mortgage Warehousing Agreement. During 2015 , the average daily amount outstanding under the MIF Mortgage Warehousing Agreement was $39.4 million and the maximum amount outstanding was $104.6 million .

At December 31, 2015 , M/I Financial had $19.0 million outstanding under the MIF Mortgage Repurchase Facility. During 2015 , the average daily amount outstanding under the MIF Mortgage Repurchase Facility was $8.3 million and the maximum amount outstanding was $19.9 million .

Preferred Shares. On March 15, 2007, we issued 4,000,000 depositary shares, each representing 1/1000 ^th of a Series A Preferred Share, or 4,000 Series A Preferred Shares in the aggregate, for net proceeds of $96.3 million. On April 10, 2013, we redeemed 2,000 of the Series A Preferred Shares for $50.4 million in cash. The aggregate liquidation value of the remaining 2,000 Series A Preferred Shares is $50 million . The Series A Preferred Shares have a liquidation preference equal to $25 per depositary share (plus an amount equal to all accrued and unpaid dividends (whether or not earned or declared) for the then current quarterly dividend period accrued to but excluding the date of final distribution). Dividends on the Series A Preferred Shares are non-cumulative and, if declared by us, are paid at an annual rate of 9.75%. Dividends are payable quarterly in arrears, if declared by us, on March 15, June 15, September 15 and December 15. If there is a change of control of the Company and if the Company’s corporate credit rating is withdrawn or downgraded to a certain level (together constituting a “change of control event”), the dividends on the Series A Preferred Shares will increase to 10.75% per year. We may redeem the Series A Preferred Shares in whole or in part (provided, that any redemption that would reduce the aggregate liquidation preference of the Series A Preferred Shares below $25 million in the aggregate would be restricted to a redemption in whole only) at any time or from time to time at a cash redemption price equal to $25 per depositary share (plus an amount equal to all accrued and unpaid dividends (whether or not earned or declared) for the then current quarterly dividend period accrued to but excluding the redemption date). Holders of the Series A Preferred Shares have no right to require redemption of the Series A Preferred Shares. The Series A Preferred Shares have no stated maturity, are not subject to any sinking fund provisions, are not convertible into any other securities, and will remain outstanding indefinitely unless redeemed by us. Holders of the Series A Preferred Shares have no voting rights, except with respect to those specified matters set forth in the Company’s Amended and Restated Articles of Incorporation or as otherwise required by applicable Ohio law, and no preemptive rights. The outstanding depositary shares are listed on the New York Stock Exchange under the trading symbol “MHO-PrA.” There is no separate public trading market for the Series A Preferred Shares except as represented by the depositary shares.

The indenture governing our 2021 Senior Notes limits our ability to pay dividends on, and repurchase, our common shares and Series A Preferred Shares to the amount of the positive balance in our “restricted payments basket,” as defined in the indenture. The restricted payments basket was $128.5 million at December 31, 2015 . We are permitted by the indenture to pay dividends on, and repurchase, our common shares and Series A Preferred Shares to the extent of such positive balance in our restricted payments basket. We declared and paid a quarterly dividend of $609.375 per share on our Series A Preferred Shares for each quarter in 2015 and 2014 for aggregate dividend payments of $4.9 million for the years ended December 31, 2015 and 2014. The determination to pay future dividends on, and make future repurchases of, our common shares and Series A Preferred Shares will be at the discretion of our board of directors and will depend upon our results of operations, financial condition, capital requirements and compliance with debt covenants and the terms of our Series A Preferred Shares, and other factors deemed relevant by our board of directors.

Universal Shelf Registration. In October 2013, the Company filed a $400 million universal shelf registration statement with the SEC, which registration statement became effective on December 20, 2013 and will expire in December 2016. Pursuant to the registration statement, the Company may, from time to time, offer debt securities, common shares, preferred shares, depositary shares, warrants to purchase debt securities, common shares, preferred shares, depositary shares or units of two or more of those securities, rights to purchase debt securities, common shares, preferred shares or depositary shares, stock purchase contracts and units. The timing and amount of offerings, if any, will depend on market and general business conditions.

CONTRACTUAL OBLIGATIONS

Included in the table below is a summary, as of December 31, 2015 , of future cash requirements under the Company’s contractual obligations:



	Payments due by period
			Less Than		1 - 3		3 - 5		More than
	Total		1 year		Years		Years		5 years
Notes payable bank – homebuilding operations ^(a)	$	44,180	$	380	$	43,800	$	—	$	—
Notes payable bank – financial services ^(b)	123,793		123,793		—		—		—
Notes payable – other (including interest)	9,183		1,908		6,397		641		237
Senior notes (including interest)	401,250		12,656		40,500		40,500		307,594
Convertible senior subordinated notes (including interest)	153,956		4,456		149,500				—
Obligation for consolidated inventory not owned ^(c)	6,007		6,007		—		—		—
Operating leases	13,034		4,078		5,530		2,142		1,284
Purchase obligations ^(d)	302,393		302,393		—		—		—
Total	$	1,053,796	$	455,671	$	245,727	$	43,283	$	309,115


(a)	Borrowings under the Company’s Credit Facility are at the greater of the floating Alternate Base Rate plus 1.50% or at the Eurodollar Rate plus 2.50% . Borrowings outstanding at December 31, 2015 had a weighted average interest rate of 2.9% . Interest payments by period will be based upon the outstanding borrowings and the applicable interest rate(s) in effect.

(b)

Borrowings under the MIF Mortgage Warehousing Agreement are at the greater of the floating LIBOR rate plus 250 basis points or 2.75% . Borrowings under the MIF Mortgage Repurchase Facility are at the floating LIBOR rate plus 250 or 275 basis points, depending on the loan type. Total borrowings outstanding under both agreements at December 31, 2015 had a weighted average interest rate of 2.8% . Interest payments by period will be based upon the outstanding borrowings and the applicable interest rate(s) in effect.

(c)

The Company is party to five land purchase agreements in which the Company has specific performance requirements. The future amounts payable related to these five land purchase agreements is the number of lots the Company is obligated to purchase at the lot price set forth in the agreement. The time period in which these payments will be made is the Company’s best estimate of when these lots will be purchased.

(d)

As of December 31, 2015 , the Company had obligations with certain subcontractors and suppliers of raw materials in the ordinary course of business to meet the commitment to deliver 1,531 homes with an aggregate sales price of $569.4 million . Based on our current housing gross margin, excluding the charge for impairment of inventory, less variable selling costs, less payments to date on homes in backlog, we estimate payments totaling approximately $302.4 million to be made in 2016 relating to those homes.

OFF-BALANCE SHEET ARRANGEMENTS

Reference is made to Notes 1 , 6 , 7 , and 8 in the accompanying Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K. These Notes discuss our off-balance sheet arrangements with respect to land acquisition contracts and option agreements, and land development joint ventures, including the nature and amounts of financial obligations relating to these items. In addition, these Notes discuss the nature and amounts of certain types of commitments that arise in the ordinary course of our land development and homebuilding operations, including commitments of land development joint ventures for which we might be obligated.

Our off-balance sheet arrangements relating to our homebuilding operations include unconsolidated joint ventures, land option agreements, guarantees and indemnifications associated with acquiring and developing land, and the issuance of letters of credit and completion bonds. Our use of these arrangements is for the purpose of securing the most desirable lots on which to build homes for our homebuyers in a manner that we believe reduces the overall risk to the Company. Additionally, in the ordinary course of its business, M/I Financial issues guarantees and indemnities relating to the sale of loans to third parties.

INTEREST RATES AND INFLATION

Our business is significantly affected by general economic conditions within the United States and, particularly, by the impact of interest rates and inflation. Inflation can have a long-term impact on us because increasing costs of land, materials and labor can result in a need to increase the sales prices of homes. In addition, inflation is often accompanied by higher interest rates, which can have a negative impact on housing demand and the costs of financing land development activities and housing construction. Higher interest rates also may decrease our potential market by making it more difficult for homebuyers to qualify for mortgages or to obtain mortgages at interest rates that are acceptable to them. The impact of increased rates can be offset, in part, by offering variable rate loans with lower interest rates. In conjunction with our mortgage financing services, hedging methods are used to reduce our exposure to interest rate fluctuations between the commitment date of the loan and the time the loan closes. Rising interest rates, as well as increased materials and labor costs, may reduce gross margins. An increase in material and labor costs is particularly a problem during a period of declining home prices. Conversely, deflation can impact the value of real estate and make it difficult for us to recover our land costs. Therefore, either inflation or deflation could adversely impact our future results of operations.

Seasonality and Variability in Quarterly Results

Typically, our homebuilding operations experience significant seasonality and quarter-to-quarter variability in homebuilding activity levels. In general, homes delivered increase substantially in the second half of the year compared to the first half of the year. We believe that this seasonality reflects the tendency of homebuyers to shop for a new home in the spring with the goal of closing in the fall or winter, as well as the scheduling of construction to accommodate seasonal weather conditions. Our financial services operations also experience seasonality because loan originations correspond with the delivery of homes in our homebuilding operations.



	Three Months Ended
	December 31, 2015		September 30, 2015		June 30, 2015		March 31, 2015
(Dollars in thousands)
Revenue	$	468,923	$	363,457	$	322,856	$	263,159
Unit data:
New contracts	897		988		1,100		1,108
Homes delivered	1,253		994		919		717
Backlog at end of period	1,531		1,788		1,794		1,613



	Three Months Ended
	December 31, 2014		September 30, 2014		June 30, 2014		March 31, 2014
(Dollars in thousands)
Revenue	$	367,964	$	330,767	$	281,608	$	234,841
Unit data:
New contracts	773		892		1,016		982
Homes delivered	1,105		985		894		737
Backlog at end of period	1,222		1,554		1,647		1,525

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our primary market risk results from fluctuations in interest rates. We are exposed to interest rate risk through borrowings under our revolving credit facilities, consisting of the Credit Facility, the MIF Mortgage Warehousing Agreement, and the MIF Mortgage Repurchase Facility which permit borrowings of up to $550 million at December 31, 2015 , subject to availability constraints. Additionally, M/I Financial is exposed to interest rate risk associated with its mortgage loan origination services.

Interest Rate Lock Commitments: Interest rate lock commitments (“IRLCs”) are extended to certain homebuying customers who have applied for a mortgage loan and meet certain defined credit and underwriting criteria. Typically, the IRLCs will have a duration of less than six months; however, in certain markets, the duration could extend to twelve months.

Some IRLCs are committed to a specific third party investor through the use of best-efforts whole loan delivery commitments matching the exact terms of the IRLC loan. Uncommitted IRLCs are considered derivative instruments and are fair value adjusted, with the resulting gain or loss recorded in current earnings.

Forward Sales of Mortgage-Backed Securities: Forward sales of mortgage-backed securities (“FMBSs”) are used to protect uncommitted IRLC loans against the risk of changes in interest rates between the lock date and the funding date. FMBSs related to uncommitted IRLCs are classified and accounted for as non-designated derivative instruments and are recorded at fair value, with gains and losses recorded in current earnings.

Mortgage Loans Held for Sale : Mortgage loans held for sale consist primarily of single-family residential loans collateralized by the underlying property. During the intervening period between when a loan is closed and when it is sold to an investor, the interest rate risk is covered through the use of a best-efforts contract or by FMBSs. The FMBSs are classified and accounted for as non-designated derivative instruments, with gains and losses recorded in current earnings.

The table below shows the notional amounts of our financial instruments at December 31, 2015 and 2014 :



	December 31,
Description of Financial Instrument (in thousands)	2015		2014
Best-effort contracts and related committed IRLCs	$	2,625	$	3,072
Uncommitted IRLCs	46,339		28,028
FMBSs related to uncommitted IRLCs	46,000		41,000
Best-effort contracts and related mortgage loans held for sale	100,152		61,233
FMBSs related to mortgage loans held for sale	27,000		27,000
Mortgage loans held for sale covered by FMBSs	26,690		26,825

The table below shows the measurement of assets and liabilities at December 31, 2015 and 2014 :



	December 31,
Description of Financial Instrument (in thousands)	2015			2014
Mortgage loans held for sale	$	127,001		$	92,794
Forward sales of mortgage-backed securities	(93		)	(182		)
Interest rate lock commitments	321			288
Best-efforts contracts	(206		)	53
Total	$	127,023		$	92,953

The following table sets forth the amount of (loss) gain recognized on assets and liabilities for the years ended December 31, 2015, 2014 and 2013 :



	Year Ended December 31,
Description (in thousands)	2015			2014			2013
Mortgage loans held for sale	$	(590	)	$	3,191		$	(2,094	)
Forward sales of mortgage-backed securities	89			(927		)	492
Interest rate lock commitments	32			607			(320		)
Best-efforts contracts	(258		)	(426		)	482
Total (loss) gain recognized	$	(727	)	$	2,445		$	(1,440	)

The following table provides the expected future cash flows and current fair values of borrowings under our credit facilities and mortgage loan origination services that are subject to market risk as interest rates fluctuate, as of December 31, 2015 . Because the MIF Mortgage Warehousing Agreement and MIF Mortgage Repurchase Facility are effectively secured by certain mortgage loans held for sale which are typically sold within 30 to 45 days, their outstanding balances are included in the most current period presented. The interest rates for our variable rate debt represent the weighted average interest rates in effect at December 31, 2015 . For fixed-rate debt, changes in interest rates generally affect the fair market value of the debt instrument, but not our earnings or cash flow. Conversely, for variable-rate debt, changes in interest rates generally do not affect the fair market value of the debt instrument, but do affect our earnings and cash flow. We do not have the obligation to prepay fixed-rate debt prior to maturity, and, as a result, interest rate risk and changes in fair market value should not have a significant impact on our fixed-rate debt until we are required or elect to refinance it.



	Expected Cash Flows by Period							Fair Value
(Dollars in thousands)	2016	2017	2018	2019	2020	Thereafter	Total	12/31/2015
ASSETS:
Mortgage loans held for sale:
Fixed rate	$123,869	—	—	—	—	—	$123,869	$121,224
Weighted average interest rate	3.88%	—	—	—	—	—	3.88%
Variable rate	$5,898	—	—	—	—	—	$5,898	$5,777
Weighted average interest rate	2.91%	—	—	—	—	—	2.91%

LIABILITIES:
Long-term debt — fixed rate	$421	$60,006	$86,741	$417	$302	$300,237	$448,124	$446,090
Weighted average interest rate	3.98%	3.27%	3.03%	3.98%	3.37%	6.73%	5.55%
Short-term debt — variable rate	$167,448	—	—	—	—	—	$167,448	$167,448
Weighted average interest rate	2.81%	—	—	—	—	—	2.81%


Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of M/I Homes, Inc.

Columbus, Ohio

We have audited the accompanying consolidated balance sheets of M/I Homes, Inc. and subsidiaries (the “Company”) as of December 31, 2015 and 2014 , and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2015 . These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of M/I Homes, Inc. and subsidiaries as of December 31, 2015 and 2014 , and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 , in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2015 , based on the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2016 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Deloitte & Touche LLP

Columbus, Ohio

February 26, 2016

M/I HOMES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME



	Year Ended
(In thousands, except per share amounts)	2015			2014			2013

Revenue	$	1,418,395		$	1,215,180		$	1,036,782
Costs and expenses:
Land and housing	1,114,663			958,991			824,508
Impairment of inventory and investment in unconsolidated joint ventures	3,638			3,457			5,805
General and administrative	93,208			88,830			79,494
Selling	95,092			81,148			68,282
Equity in income of unconsolidated joint ventures	(498		)	(347		)	(306		)
Interest	17,521			13,365			15,938
Loss on early extinguishment of debt	7,842			—			1,726
Total costs and expenses	$	1,331,466		$	1,145,444		$	995,447

Income before income taxes	86,929			69,736			41,335

Provision (benefit) from income taxes	35,166			18,947			(110,088		)

Net income	$	51,763		$	50,789		$	151,423

Preferred dividends	4,875			4,875			3,656
Excess of fair value over book value of preferred shares redeemed	—			—			2,190

Net income to common shareholders	$	46,888		$	45,914		$	145,577

Earnings per common share:
Basic	$	1.91		$	1.88		$	6.11
Diluted	$	1.68		$	1.65		$	5.24

Weighted average shares outstanding:
Basic	24,575			24,463			23,822
Diluted	30,047			29,912			28,763

See Notes to Consolidated Financial Statements.

M/I HOMES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



	December 31,
(Dollars in thousands, except par values)	2015			2014

ASSETS:
Cash and cash equivalents	$	10,205		$	15,535
Restricted cash	2,896			6,951
Mortgage loans held for sale	127,001			92,794
Inventory	1,112,042			918,589
Property and equipment - net	12,897			11,490
Investment in unconsolidated joint ventures	36,967			27,769
Deferred income taxes	67,404			94,412
Other assets	46,142			37,699
TOTAL ASSETS	$	1,415,554		$	1,205,239

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES:
Accounts payable	$	86,878		$	75,338
Customer deposits	19,567			11,759
Other liabilities	93,670			79,723
Community development district (“CDD”) obligations	1,018			2,571
Obligation for consolidated inventory not owned	6,007			608
Notes payable bank - homebuilding operations	43,800			30,000
Notes payable bank - financial services operations	123,648			85,379
Notes payable - other	8,441			9,518
Convertible senior subordinated notes due 2017 - net	56,518			55,943
Convertible senior subordinated notes due 2018 - net	84,714			84,006
Senior notes - net	294,727			226,099
TOTAL LIABILITIES	$	818,988		$	660,944

Commitments and contingencies	—			—

SHAREHOLDERS’ EQUITY:
Preferred shares - $.01 par value; authorized 2,000,000 shares; 2,000 shares issued and outstanding at both December 31, 2015 and 2014	$	48,163		$	48,163
Common shares - $.01 par value; authorized 58,000,000 shares at both December 31, 2015 and 2014; issued 27,092,723 shares at both December 31, 2015 and 2014	271			271
Additional paid-in capital	241,239			238,560
Retained earnings	355,427			308,539
Treasury shares - at cost - 2,443,679 and 2,579,813 shares at December 31, 2015 and 2014, respectively	(48,534		)	(51,238		)
TOTAL SHAREHOLDERS’ EQUITY	$	596,566		$	544,295
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,415,554		$	1,205,239

See Notes to Consolidated Financial Statements.

M/I HOMES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY



	Preferred Shares					Common Shares
	Shares Outstanding					Shares Outstanding			Additional Paid-in Capital			Retained Earnings			Treasury Shares			Total Shareholders’ Equity
(Dollars in thousands)	Shares Outstanding		Amount			Shares Outstanding	Amount		Additional Paid-in Capital			Retained Earnings			Treasury Shares			Total Shareholders’ Equity
Balance at December 31, 2012	4,000		$	96,325		21,687,253	$	246	$	180,289		$	117,048		$	(58,480	)	$	335,428
Net income	—		—			—	—		—			151,423			—			151,423
Fair value over carrying value of preferred shares redeemed	—		2,190			—	—		—			(2,190		)	—			—
Dividends declared to preferred shareholders	—		—			—	—		—			(3,656		)	—			(3,656		)
Common share issuance	—		—			2,461,000	25		54,592			—			—			54,617
Preferred shares redeemed	(2,000	)	(50,352		)	—	—		—			—			—			(50,352		)
Stock options exercised	—		—			184,832	—		(1,031		)	—			3,671			2,640
Stock-based compensation expense	—		—			—	—		2,344			—			—			2,344
Deferral of executive and director compensation	—		—			—	—		359			—			—			359
Executive and director deferred compensation distributions	—		—			24,858	—		(493		)	—			493			—
Balance at December 31, 2013	2,000		$	48,163		24,357,943	$	271	$	236,060		$	262,625		$	(54,316	)	$	492,803
Net income	—		—			—	—		—			50,789			—			50,789
Dividends declared to preferred shareholders	—		—			—	—		—			(4,875		)	—			(4,875		)
Stock options exercised	—		—			147,619	—		(988		)	—			2,932			1,944
Stock-based compensation expense	—		—			—	—		3,215			—			—			3,215
Deferral of executive and director compensation	—		—			—	—		419			—			—			419
Executive and director deferred compensation distributions	—		—			7,348	—		(146		)	—			146			—
Balance at December 31, 2014	2,000		$	48,163		24,512,910	$	271	$	238,560		$	308,539		$	(51,238	)	$	544,295
Net income	—		—			—	—		—			51,763			—			51,763
Dividends declared to preferred shareholders	—		—			—	—		—			(4,875		)	—			(4,875		)
Stock options exercised	—		—			72,640	—		(408		)	—			1,443			1,035
Stock-based compensation expense	—		—			—	—		3,942			—			—			3,942
Deferral of executive and director compensation	—		—			—	—		406			—			—			406
Executive and director deferred compensation distributions	—		—			63,494	—		(1,261		)	—			1,261			—
Balance at December 31, 2015	2,000		$	48,163		24,649,044	$	271	$	241,239		$	355,427		$	(48,534	)	$	596,566

See Notes to Consolidated Financial Statements.

M/I HOMES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS



	Year Ended December 31,
(Dollars in thousands)	2015			2014			2013
OPERATING ACTIVITIES:
Net income	$	51,763		$	50,789		$	151,423
Adjustments to reconcile net income to net cash used in operating activities:
Inventory valuation adjustments and abandoned land transaction write-offs	3,638			2,410			5,805
Impairment of investment in unconsolidated joint ventures	—			1,047			—
Equity in income of unconsolidated joint ventures	(498		)	(347		)	(306		)
Mortgage loan originations	(807,986		)	(677,418		)	(627,509		)
Proceeds from the sale of mortgage loans	773,189			669,625			614,726
Fair value adjustment of mortgage loans held for sale	590			(3,191		)	2,094
Capitalization of originated mortgage servicing rights	(4,726		)	(4,009		)	—
Amortization of mortgage servicing rights	1,010			775			—
Depreciation	6,612			5,175			4,973
Amortization of debt discount and debt issue costs	3,306			3,121			3,338
Loss on early extinguishment of debt, including transaction costs	2,883			—			1,726
Payment of original issue discount on redemption of senior notes	(3,126		)	—			—
Stock-based compensation expense	3,942			3,215			2,344
Deferred income tax expense	32,526			25,790			15,547
Deferred tax asset valuation allowances	—			(9,291		)	(126,458		)
Change in assets and liabilities:
Cash held in escrow	206			(171		)	(37		)
Inventory	(159,011		)	(209,318		)	(156,708		)
Other assets	(6,296		)	(5,286		)	(10,219		)
Accounts payable	9,827			5,112			22,536
Customer deposits	3,458			497			1,023
Accrued compensation	1,861			1,182			9,753
Other liabilities	4,673			7,618			11,975
Net cash used in operating activities	(82,159		)	(132,675		)	(73,974		)

INVESTING ACTIVITIES:
Change in restricted cash	3,849			7,122			(5,185		)
Purchase of property and equipment	(3,659		)	(2,946		)	(2,382		)
Acquisition, net of cash acquired	(23,950		)	—			—
Return of capital from unconsolidated joint ventures	1,226			1,523			1,522
Investment in unconsolidated joint ventures	(18,162		)	(20,415		)	(29,509		)
Net proceeds from sale of mortgage servicing rights	3,065			2,135			—
Net cash used in investing activities	(37,631		)	(12,581		)	(35,554		)

FINANCING ACTIVITIES:
Repayment of senior notes, net of original issue discount	(226,874		)	—			—
Proceeds from issuance of senior notes	300,000			—			—
Proceeds from issuance of convertible senior subordinated notes due 2018	—			—			86,250
Net proceeds from issuance of common shares	—			—			54,617
Proceeds from bank borrowings - homebuilding operations	417,300			192,600			—
Repayment of bank borrowings - homebuilding operations	(403,500		)	(162,600		)	—
Net proceeds from bank borrowings - financial services operations	38,269			5,350			12,072
(Principal repayment of) proceeds from notes payable-other and CDD bond obligations	(1,077		)	1,728			(3,315		)
Dividends paid on preferred shares	(4,875		)	(4,875		)	(3,656		)
Redemption of preferred shares	—			—			(50,352		)
Debt issue costs	(5,818		)	(2,081		)	(5,501		)
Proceeds from exercise of stock options	1,035			1,944			2,640
Net cash provided by financing activities	114,460			32,066			92,755
Net decrease in cash and cash equivalents	(5,330		)	(113,190		)	(16,773		)
Cash and cash equivalents balance at beginning of period	15,535			128,725			145,498
Cash and cash equivalents balance at end of period	$	10,205		$	15,535		$	128,725

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest — net of amount capitalized	$	15,173		$	9,730		$	11,834
Income taxes	$	2,308		$	2,386		$	765

NON-CASH TRANSACTIONS DURING THE PERIOD:
Community development district infrastructure	$	(1,553	)	$	(559	)	$	(1,504	)
Consolidated inventory not owned	$	5,399		$	(1,167	)	$	(17,330	)
Distribution of single-family lots from unconsolidated joint ventures	$	8,236		$	25,689		$	4,800

See Notes to Consolidated Financial Statements.

M/I HOMES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. Summary of Significant Accounting Policies

Business. M/I Homes, Inc. and its subsidiaries (the “Company” or “we”) is engaged primarily in the construction and sale of single-family residential property in Columbus and Cincinnati, Ohio; Indianapolis, Indiana; Chicago, Illinois; Minneapolis/St. Paul, Minnesota; Tampa and Orlando, Florida; Austin, Dallas/Fort Worth, Houston and San Antonio, Texas; Charlotte and Raleigh, North Carolina; and the Virginia and Maryland suburbs of Washington, D.C. The Company designs, sells and builds single-family homes on developed lots, which it develops or purchases ready for home construction. The Company also purchases undeveloped land to develop into developed lots for future construction of single-family homes and, on a limited basis, for sale to others. Our homebuilding operations operate across three geographic regions in the United States. Within these regions, our operations have similar economic characteristics; therefore, they have been aggregated into three reportable homebuilding segments: Midwest homebuilding, Southern homebuilding and Mid-Atlantic homebuilding.

The Company conducts mortgage financing activities through its 100%-owned subsidiary, M/I Financial, LLC (“M/I Financial”), which originates mortgage loans primarily for purchasers of the Company’s homes. The loans and the servicing rights are generally sold to outside mortgage lenders. The Company and M/I Financial also operate 100% and majority-owned subsidiaries that provide title services to purchasers of the Company’s homes. Our mortgage banking and title service activities have similar economic characteristics; therefore, they have been aggregated into one reportable segment, the financial services segment.

Basis of Presentation. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of M/I Homes, Inc. and those of our consolidated subsidiaries, partnerships and other entities in which we have a controlling financial interest, and of variable interest entities in which we are deemed the primary beneficiary (collectively, “us”, “we”, “our” and the “Company”). Intercompany balances and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents. Liquid investments with an initial maturity of three months or less are classified as cash and cash equivalents. Amounts in transit from title companies for homes delivered of approximately $8.4 million and $7.5 million are included in cash and cash equivalents at December 31, 2015 and 2014 , respectively. Our financial services operations held $18.2 million and $11.7 million of the Company’s cash and cash equivalents at December 31, 2015 and 2014 .

Restricted Cash. At December 31, 2015 and 2014 , restricted cash consists primarily of amounts held in restricted accounts as collateral for letters of credit of $2.9 million and $7.0 million , respectively.

Mortgage Loans Held for Sale. Mortgage loans held for sale consists primarily of single-family residential loans collateralized by the underlying property. Generally, all of the mortgage loans and related servicing rights are sold to third-party investors shortly after origination. Refer to the Revenue Recognition policy described below for additional discussion.

Inventory. Inventory includes the costs of land acquisition, land development and home construction, capitalized interest, real estate taxes, direct overhead costs incurred during development and home construction, and common costs that benefit the entire community, less impairments, if any. Land acquisition, land development and common costs (both incurred and estimated to be incurred) are typically allocated to individual lots based on the total number of lots expected to be closed in each community or phase, or based on the relative fair value, the relative sales value or the front footage method of each lot. Any changes to the estimated total development costs of a community or phase are allocated proportionately to homes remaining in the community or phase and homes previously closed. The cost of individual lots is transferred to homes under construction when home construction begins. Home construction costs are accumulated on a specific identification basis. Costs of home deliveries include the specific construction cost of the home and the allocated lot costs. Such costs are charged to cost of sales simultaneously with revenue recognition, as discussed above. When a home is closed, we typically have not yet paid all incurred costs necessary to complete the home. As homes close, we compare the home construction budget to actual recorded costs to date to estimate the additional costs to be incurred from our subcontractors related to the home. We record a liability and a corresponding charge to cost of sales for the amount we estimate will ultimately be paid related to that home. We monitor the accuracy of such estimates by comparing actual costs incurred in subsequent months to the estimate, although actual costs to complete a home in the future could differ from our estimates.

Property, Plant and Equipment (“ASC 360”). The Company assesses inventory for recoverability on a quarterly basis if events or changes in local or national economic conditions indicate that the carrying amount of an asset may not be recoverable. In conducting our quarterly review for indicators of impairment on a community level, we evaluate, among other things, margins on sales contracts in backlog, the margins on homes that have been delivered, expected changes in margins with regard to future home sales over the life of the community, expected changes in margins with regard to future land sales, the value of the land itself as well as any results from third party appraisals. We pay particular attention to communities in which inventory is moving at a slower than anticipated absorption pace, and communities whose average sales price and/or margins are trending downward and are anticipated to continue to trend downward. We also evaluate communities where management intends to lower the sales price or offer incentives in order to improve absorptions even if the community’s historical results do not indicate a potential for impairment. From the review of all of these factors, we identify communities whose carrying values may exceed their estimated undiscounted future cash flows and run a test for recoverability. For those communities whose carrying values exceed the estimated undiscounted future cash flows and which are deemed to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the communities exceeds the estimated fair value. Due to the fact that the Company’s cash flow models and estimates of fair values are based upon management estimates and assumptions, unexpected changes in market conditions and/or changes in management’s intentions with respect to the inventory may lead the Company to incur additional impairment charges in the future.

Our determination of fair value is based on projections and estimates, which are Level 3 measurement inputs. Because each inventory asset is unique, there are numerous inputs and assumptions used in our valuation techniques, including estimated average selling price, construction and development costs, absorption pace (reflecting any product mix change strategies implemented or to be implemented), selling strategies, alternative land uses (including disposition of all or a portion of the land owned), or discount rates, which could materially impact future cash flow and fair value estimates.

As of December 31, 2015 , our projections generally assume a gradual improvement in market conditions over time. If communities are not recoverable based on estimated future undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. The fair value of a community is estimated by discounting management’s cash flow projections using an appropriate risk-adjusted interest rate. As of both December 31, 2015 and December 31, 2014 , we utilized discount rates ranging from 13% to 16% in our valuations. The discount rate used in determining each asset’s estimated fair value reflects the inherent risks associated with the related estimated cash flow stream, as well as current risk-free rates available in the market and estimated market risk premiums. For example, construction in progress inventory, which is closer to completion, will generally require a lower discount rate than land under development in communities consisting of multiple phases spanning several years of development.

Our quarterly assessments reflect management’s best estimates. Due to the inherent uncertainties in management’s estimates and uncertainties related to our operations and our industry as a whole, we are unable to determine at this time if and to what extent continuing future impairments will occur. Additionally, due to the volume of possible outcomes that can be generated from changes in the various model inputs for each community, we do not believe it is possible to create a sensitivity analysis that can provide meaningful information for the users of our financial statements. Further details relating to our assessment of inventory for recoverability are included in Note 3 to our Consolidated Financial Statements.

Capitalized Interest. The Company capitalizes interest during land development and home construction. Capitalized interest is charged to cost of sales as the related inventory is delivered to a third party. The summary of capitalized interest for the years ended December 31, 2015, 2014 and 2013 is as follows:



	Year Ended December 31,
(In thousands)	2015			2014			2013
Capitalized interest, beginning of period	$	15,296		$	13,802		$	15,376
Interest capitalized to inventory	18,410			17,937			13,601
Capitalized interest charged to cost of sales	(16,966		)	(16,443		)	(15,175		)
Capitalized interest, end of year	$	16,740		$	15,296		$	13,802

Interest incurred	$	35,931		$	31,302		$	29,539

Investment in Unconsolidated Joint Ventures. In order to minimize our investment and risk of land exposure in a single location, we have periodically partnered with other land developers or homebuilders to share in the land investment and development of a property through joint ownership and development agreements, joint ventures, and other similar arrangements. During 2015 , we increased our total investment in such joint venture arrangements by $9.2 million from $27.8 million at December 31, 2014 to $37.0 million at December 31, 2015 , which was driven primarily by our increased cash contributions to our unconsolidated joint ventures of $18.2 million in 2015 , offset partially by our increased lot distributions from unconsolidated joint ventures during 2015 of $8.2 million .

We use the equity method of accounting for investments in unconsolidated joint ventures over which we exercise significant influence but do not have a controlling interest. Under the equity method, our share of the unconsolidated joint ventures’ earnings or loss, if any, is included in our Consolidated Statements of Income. The Company assesses its investments in unconsolidated joint ventures for recoverability on a quarterly basis in accordance with ASC 323, Investments - Equity Method and Joint Ventures (“ASC 323”) as described below.

If the fair value of the investment is less than the investment’s carrying value, and the Company has determined that the decline in value is other than temporary, the Company would write down the value of the investment to its estimated fair value. The determination of whether an investment’s fair value is less than the carrying value requires management to make certain assumptions regarding the amount and timing of future contributions to the unconsolidated joint venture, the timing of distribution of lots to the Company from the unconsolidated joint venture, the projected fair value of the lots at the time of distribution to the Company, and the estimated proceeds from, and timing of, the sale of land or lots to third parties. In determining the fair value of investments in unconsolidated joint ventures, the Company evaluates the projected cash flows associated with each unconsolidated joint venture.

As of both December 31, 2015 and December 31, 2014 , the Company used a discount rate of 16% in determining the fair value of investments in unconsolidated joint ventures. In addition to the assumptions management must make to determine if the investment’s fair value is less than the carrying value, management must also use judgment in determining whether the impairment is other than temporary. The factors management considers are: (1) the length of time and the extent to which the market value has been less than cost; (2) the financial condition and near-term prospects of the company; and (3) the intent and ability of the Company to retain its investment in the unconsolidated joint venture for a period of time sufficient to allow for any anticipated recovery in market value. Due to uncertainties in the estimation process and the significant volatility in demand for new housing, actual results could differ significantly from such estimates.

For joint venture arrangements where a special purpose entity is established to own the property, we generally enter into limited liability company or similar arrangements (“LLCs”) with the other partners. The Company’s ownership in these LLCs as of December 31, 2015 ranged from 25% to 74% and as of December 31, 2014 ranged from 25% and 61% . These entities typically engage in land development activities for the purpose of distributing or selling developed lots to the Company and its partners in the LLC.

We believe that the Company’s maximum exposure related to its investment in these unconsolidated joint ventures as of December 31, 2015 is the amount invested of $37.0 million (in addition to a $2.5 million note due to the Company from one of the unconsolidated joint ventures), although we expect to invest further amounts in these unconsolidated joint ventures as development of the properties progresses. Further details relating to our unconsolidated joint ventures are included in Note 6 to our Consolidated Financial Statements.

Variable Interest Entities. With respect to our investments in these LLCs, we are required, under ASC 810-10, Consolidation (“ASC 810”), to evaluate whether or not such entities should be consolidated into our financial statements. We initially perform these evaluations when each new entity is created and upon any events that require reconsideration of the entity. In order to determine if we should consolidate an LLC, we determine (1) if the LLC is a variable interest entity (“VIE”) and (2) if we are the primary beneficiary of the entity. To determine whether we are the primary beneficiary of an entity, we consider whether we have the ability to control the activities of the VIE that most significantly impact its economic performance. This analysis considers, among other things, whether we have the ability to determine the budget and scope of land development work, if any; the ability to control financing decisions for the VIE; the ability to acquire additional land into the VIE or dispose of land in the VIE not under contract with M/I Homes; and the ability to change or amend the existing option contract with the VIE. If we determine that we are not able to control such activities, we are not considered the primary beneficiary of the VIE.

As of December 31, 2015 and December 31, 2014 , we have determined that one of the LLCs in which we have an interest meets the requirements of a VIE due to a lack of equity at risk in the entity. However, we have determined that we do not have substantive control over that VIE as we do not have the ability to control the activities that most significantly impact its economic performance. As a result, we are not required to consolidate the VIE into our financial statements, and we instead record the VIE in Investment in Unconsolidated Joint Ventures on our Consolidated Balance Sheets.

Land Option Agreements. In the ordinary course of business, the Company enters into land option or purchase agreements for which we generally pay non-refundable deposits. Pursuant to these land option agreements, the Company provides a deposit to the seller as consideration for the right to purchase land at different times in the future, usually at predetermined prices. In accordance with ASC 810, we analyze our land option or purchase agreements to determine whether the corresponding land sellers are VIEs and, if so, whether we are the primary beneficiary, using an analysis similar to that described above. Although we do not have legal title to the optioned land, ASC 810 requires a company to consolidate a VIE if the company is determined to be the primary beneficiary. In cases where we are the primary beneficiary, even though we do not have title to such land, we are required to

consolidate these purchase/option agreements and reflect such assets and liabilities as Consolidated Inventory not Owned in our Consolidated Balance Sheets. At both December 31, 2015 and 2014 , we have concluded that we were not the primary beneficiary of any VIEs from which we are purchasing under land option or purchase agreements. Other than as described above in “Consolidated Inventory Not Owned,” the Company currently believes that its maximum exposure as of December 31, 2015 related to our land option agreements is equal to the amount of the Company’s outstanding deposits and prepaid acquisition costs, which totaled $36.4 million , including cash deposits of $23.7 million , prepaid acquisition costs of $4.1 million , letters of credit of $6.5 million and $2.1 million of other non-cash deposits.

Consolidated Inventory Not Owned and Related Obligation . At December 31, 2015 and December 31, 2014 , Consolidated Inventory Not Owned was $6.0 million and $0.8 million , respectively. At December 31, 2015 and 2014 , the corresponding liability of $6.0 million and $0.6 million , respectively, has been classified as Obligation for Consolidated Inventory Not Owned on the Consolidated Balance Sheets.

Property and Equipment-net. The Company records property and equipment at cost and subsequently depreciates the assets using both straight-line and accelerated methods. Following are the major classes of depreciable assets and their estimated useful lives:



	Year Ended December 31,
	2015			2014
Land, building and improvements	$	11,823		$	11,823
Office furnishings, leasehold improvements, computer equipment and computer software	25,676			24,281
Transportation and construction equipment	102			156
Property and equipment	37,601			36,260
Accumulated depreciation	(24,704		)	(24,771		)
Property and equipment, net	$	12,897		$	11,490



	Estimated Useful Lives
Building and improvements	35 years
Office furnishings, leasehold improvements, computer equipment and computer software	3-7 years
Transportation and construction equipment	5-7 years

Depreciation expense was $2.3 million , $2.0 million and $2.2 million in 2015, 2014 and 2013 , respectively.

Notes Receivable. In certain instances, we may accept consideration for land sales or other transactions in the form of a note receivable. The counterparties for these transactions are generally land developers, other real estate investors or, in some cases, affiliated unconsolidated LLCs. We consider the creditworthiness of the counterparty when evaluating the relative risk and return involved in pursuing the applicable transaction. Due to the unique facts and circumstances surrounding each receivable, we assess the need for an allowance on an individual basis. Factors considered as part of this assessment include the counterparty’s payment history, the value of any underlying collateral, communications with the counterparty, knowledge of the counterparty’s financial condition and plans, and the current and expected economic environment. Such receivables are reported net of allowance for credit losses within other assets. Such receivables are generally reported in Other Assets in our Consolidated Balance Sheets. At December 31, 2015 , Other Assets included notes receivable totaling $3.2 million with interest rates of 0% and 2% and maturities from 2016 to 2017 . At December 31, 2014 , Other Assets included notes receivable totaling $4.3 million , with interest rates ranging from 0% to 12% , and maturities from 2015 to 2016. With respect to the balance at both December 31, 2015 and 2014 , $2.5 million was from an affiliated unconsolidated joint venture.

Deferred Costs. At December 31, 2015 and 2014 , unamortized debt issue costs of $2.6 million and $3.1 million , respectively, are included in Other Assets on the Consolidated Balance Sheets. The costs are primarily amortized to interest expense using the straight line method, which approximates the effective interest method.

Other Assets. In addition to notes receivable and deferred costs described above, other assets include assets related to mortgage servicing rights, deposits, pre-acquisition costs for land and prepaid expenses for our insurance programs and other business related items.

Warranty Reserves. We use subcontractors for nearly all aspects of home construction. Although our subcontractors are generally required to repair and replace any product or labor defects, we are, during applicable warranty periods, ultimately responsible to the homeowner for making such repairs. As such, we record warranty reserves to cover our exposure to the costs for materials and labor not expected to be covered by our subcontractors to the extent they relate to warranty-type claims. Warranty reserves are established by charging cost of sales and crediting a warranty reserve for each home closed. The amounts charged are estimated by management to be adequate to cover expected warranty-related costs described above under the Company’s warranty programs. Reserves are recorded for warranties under the following warranty programs:


•	Home Builder’s Limited Warranty (“HBLW”); and


•	30, 15 or 10-year transferable structural warranty, depending on sales date and state.

The warranty reserves for the HBLW are established as a percentage of average sales price and adjusted based on historical payment patterns determined, generally, by geographic area and recent trends. Factors that are given consideration in determining the HBLW reserves include: (1) the historical range of amounts paid per average sales price on a home; (2) type and mix of amenity packages added to the home; (3) any warranty expenditures not considered to be normal and recurring; (4) timing of payments; (5) improvements in quality of construction expected to impact future warranty expenditures; and (6) conditions that may affect certain projects and require a different percentage of average sales price for those specific projects. Changes in estimates for warranties occur due to changes in the historical payment experience and differences between the actual payment pattern experienced during the period and the historical payment pattern used in our evaluation of the warranty reserve balance at the end of each quarter. Actual future warranty costs could differ from our current estimated amount.

Our warranty reserves for our transferable structural warranty programs are established on a per-unit basis. While the structural warranty reserve is recorded as each house closes, the sufficiency of the structural warranty per unit charge and total reserve is re-evaluated on an annual basis, with the assistance of an actuary, using our own historical data and trends, industry-wide historical data and trends, and other project specific factors. The reserves are also evaluated quarterly and adjusted if we encounter activity that is inconsistent with the historical experience used in the annual analysis. These reserves are subject to variability due to uncertainties regarding structural defect claims for products we build, the markets in which we build, claim settlement history, insurance and legal interpretations, among other factors.

While we believe that our warranty reserves are sufficient to cover our projected costs, there can be no assurances that historical data and trends will accurately predict our actual warranty costs. At December 31, 2015 and 2014 , warranty reserves of $14.3 million and $12.7 million , respectively, are included in Other Liabilities on the Consolidated Balance Sheets.

Self-insurance Reserves. Self-insurance reserves are made for estimated liabilities associated with employee health care, workers’ compensation, and general liability insurance. For 2015 , our self-insurance limit for employee health care was $250,000 per claim per year, with stop loss insurance covering amounts in excess of $250,000 . Our workers’ compensation claims are insured by a third party and carry a deductible of $250,000 per claim, except for workers compensation claims made in the State of Ohio where the Company is self-insured. Our self-insurance limit for Ohio workers’ compensation is $500,000 per claim, with stop loss insurance covering all amounts in excess of this limit. The reserves related to employee health care and workers’ compensation are based on historical experience and open case reserves. Our general liability claims are insured by a third party. The Company generally has a $7.5 million completed operations/construction defect deductible per occurrence by region and a $22.0 million deductible in the aggregate, with a $500,000 deductible for all other types of claims. The Company records a reserve for general liability claims falling below the Company’s deductible. The reserve estimate is based on an actuarial evaluation of our past history of general liability claims, other industry specific factors and specific event analysis. At December 31, 2015 and 2014 , self-insurance reserves of $1.6 million and $1.3 million , respectively, are included in Other Liabilities on the Consolidated Balance Sheets. The Company recorded expenses totaling $6.1 million , $7.8 million and $5.4 million , respectively, for all self-insured and general liability claims during the years ended December 31, 2015, 2014 and 2013 .

Guarantees and Indemnities. Guarantee and indemnity liabilities are established by charging the applicable income statement or balance sheet line, depending on the nature of the guarantee or indemnity, and crediting a liability. M/I Financial provides a limited-life guarantee on loans sold to certain third parties and estimates its actual liability related to the guarantee and any indemnities subsequently provided to the purchaser of the loans in lieu of loan repurchase based on historical loss experience. Actual future costs associated with loans guaranteed or indemnified could differ materially from our current estimated amounts. The Company has also provided certain other guarantees and indemnities in connection with the purchase and development of land, including environmental indemnities, and guarantees of the completion of land development. The Company estimates these liabilities based on the estimated cost of insurance coverage or estimated cost of acquiring a bond in the amount of the exposure. Actual future costs associated with these guarantees and indemnities could differ materially from our current estimated amounts. At December 31, 2015 and 2014 , guarantees and indemnities of $1.4 million and $3.1 million , respectively, are included in Other Liabilities on the Consolidated Balance Sheets.

Other Liabilities. In addition to warranty, self-insurance reserves, and reserves for guarantees and indemnities, other liabilities includes taxes payable, accrued compensation, and various other land related and miscellaneous accrued expenses.

Revenue related to all other home deliveries initially funded by M/I Financial, our 100%-owned subsidiary, is recorded on the date that M/I Financial sells the loan to a third-party investor, because the receivable from the third-party investor is not subject to future subordination, and the Company has transferred to this investor the usual risks and rewards of ownership that is in substance a sale and does not have a substantial continuing involvement with the home.

We recognize the majority of the revenue associated with our mortgage loan operations when the mortgage loans are sold and/or related servicing rights are sold to third party investors or set up with the subservicer. The revenue recognized is reduced by the fair value of the related guarantee provided to the investor. The fair value of the guarantee is recognized in revenue when the Company is released from its obligation under the guarantee. Generally, all of the financial services mortgage loans and related servicing rights are sold to third party investors within two to three weeks of origination; however, M/I Financial began retaining a portion of mortgage loan servicing rights during 2012. As of December 31, 2015 and 2014 , we retained mortgage servicing rights of 2,818 and 2,517 loans, respectively, for a total value of $7.5 million and $6.9 million , respectively. We recognize financial services revenue associated with our title operations as homes are closed, closing services are rendered, and title policies are issued, all of which generally occur simultaneously as each home is closed. All of the underwriting risk associated with title insurance policies is transferred to third-party insurers.

Land and Housing Cost of Sales. All associated homebuilding costs are charged to cost of sales in the period when the revenues from home deliveries are recognized. Homebuilding costs include: land and land development costs; home construction costs (including an estimate of the costs to complete construction); previously capitalized interest; real estate taxes; indirect costs; and estimated warranty costs. All other costs are expensed as incurred. Sales incentives, including pricing discounts and financing costs paid by the Company, are recorded as a reduction of revenue in the Company’s Consolidated Statements of Income. Sales incentives in the form of options or upgrades are recorded in homebuilding costs.

Income Taxes. The Company records income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized based on future tax consequences attributable to (1) temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and (2) operating loss and tax credit

carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect in the years in which those temporary differences are expected to reverse.

In accordance with ASC 740-10, Income Taxes (“ASC 740”) , we evaluate the realizability of our deferred tax assets, including the benefit from net operating losses (“NOLs”) and tax credit carryforwards, to determine if a valuation allowance is required based on whether it is more likely than not (a likelihood of more than 50%) that all or any portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is primarily dependent upon the generation of future taxable income. In determining the future tax consequences of events that have been recognized in the financial statements or tax returns, judgment is required. This assessment gives appropriate consideration to all positive and negative evidence related to the realization of the deferred tax assets and considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the length of statutory carryforward periods, our experience with operating losses and our experience of utilizing tax credit carryforwards and tax planning alternatives. Please see Note 14 to our Consolidated Financial Statements for more information regarding our deferred tax assets.

Earnings Per Share. The Company computes earnings per share in accordance with ASC 260, Earnings per Share , (“ASC 260”). Basic earnings per share is calculated by dividing income attributable to common shareholders by the weighted average number of common shares outstanding during each year. Diluted earnings per share gives effect to the potential dilution that could occur if securities or contracts to issue our common shares that are dilutive were exercised or converted into common shares or resulted in the issuance of common shares that then shared our earnings. In periods of net losses, no dilution is computed. Please see Note 13 to our Consolidated Financial Statements for more information regarding our earnings per share calculation.

Stock-Based Compensation. We measure and recognize compensation expense associated with our grant of equity-based awards in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”), which generally requires that companies measure and recognize stock-based compensation expense in an amount equal to the fair value of share-based awards granted under compensation arrangements over the related vesting period. We have granted share-based awards to certain of our employees and directors in the form of stock options, director stock units and performance share units (“PSU’s”). Each PSU represents a contingent right to receive one common share of the Company if vesting is satisfied at the end of the performance period based on the related performance conditions and markets conditions.

Determining the fair value of share-based awards requires judgment to identify the appropriate valuation model and develop the assumptions. The grant date fair value for stock option awards and PSU’s with a market condition (as defined in ASC 718) is estimated using the Black-Scholes option pricing model and the Monte Carlo simulation methodology, respectively. The grant date fair value for the director stock units and PSU’s with a performance condition (as defined in ASC 718) is based upon the closing price of our common shares on the date of grant. We recognize stock-based compensation expense for our stock option awards and PSU’s with a market condition over the requisite service period of the award while stock-based compensation expense for our director stock units, which vest immediately, is fully recognized in the period of the award. For the portion of the PSU’s awarded subject to the satisfaction of a performance condition, we recognize stock-based compensation expense on a straight-line basis over the performance period based on the probable outcome of the related performance condition. If satisfaction of the performance condition is not probable, stock-based compensation expense recognition is deferred until probability is attained and a cumulative compensation expense adjustment is recorded and recognized ratably over the remaining service period. The Company reevaluates the probability of the satisfaction of the performance condition on a quarterly basis, and stock-based compensation expense is adjusted based on the portion of the requisite service period that has passed. If actual results differ significantly from these estimates, stock-based compensation expense could be higher and have a material impact on our consolidated financial statements. Please see Note 2 to our Consolidated Financial Statements for more information regarding our stock-based compensation.

Letters of Credit and Completion Bonds. The Company provides standby letters of credit and completion bonds for development work in progress, deposits on land and lot purchase agreements and miscellaneous deposits. As of December 31, 2015 , the Company had outstanding $144.1 million of completion bonds and standby letters of credit, some of which were issued to various local governmental entities, that expire at various times through September 2026 . Included in this total are: (1) $94.3 million of performance and maintenance bonds and $30.1 million of performance letters of credit that serve as completion bonds for land development work in progress; (2) $12.4 million of financial letters of credit; and (3) $7.3 million of financial bonds. The development agreements under which we are required to provide completion bonds or letters of credit are generally not subject to a required completion date and only require that the improvements are in place in phases as houses are built and sold. In locations where development has progressed, the amount of development work remaining to be completed is typically less than the remaining amount of bonds or letters of credit due to timing delays in obtaining release of the bonds or letters of credit.

Recently Adopted Accounting Standards. In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03

requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts or premiums. ASU 2015-03 is effective for annual reporting periods beginning on or after December 15, 2015. The Company elected to early adopt the ASU during the fourth quarter of 2015 which is to be applied on a retrospective basis and represents a change in accounting principle. As a result, as of December 31, 2015 and 2014, the Company reclassified a total of $7.8 million and $6.2 million , respectively, of the Company’s debt issuance costs from Other Assets to Senior Notes and Convertible Senior Subordinated Notes. ASU 2015-03 was applied retrospectively to the financial statements and as such, comparative financial statements of prior years have been adjusted accordingly. The below financial statement line items, reflected on the December 31, 2014 Consolidated Balance Sheets, were affected by the change in accounting principle.



	Balance Sheet As of December 31, 2014
(In thousands)	As Previously Reported		Adjustment			As Adjusted

Other assets	$	43,870	$	(6,171	)	$	37,699
Total assets	$	1,211,410	$	(6,171	)	$	1,205,239
Convertible senior subordinated notes due 2017 - net	$	57,500	$	(1,557	)	$	55,943
Convertible senior subordinated notes due 2018 - net	$	86,250	$	(2,244	)	$	84,006
Senior notes - net	$	228,469	$	(2,370	)	$	226,099
Total liabilities	$	667,115	$	(6,171	)	$	660,944

In addition, in August 2015, the FASB issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (“ASU 2015-15”), which clarifies the treatment of debt issuance costs from line-of-credit arrangements after the adoption of ASU 2015-03. In particular, ASU 2015-15 clarifies that the SEC staff would not object to an entity deferring and presenting debt issuance costs related to a line-of-credit arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of such arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. Therefore, in accordance with ASU 2015-15, the Company determined to continue presenting the debt issuance costs associated with the Company's revolving credit facility, letters of credit facilities and warehouse facilities as Other Assets included within our Consolidated Balance Sheets and continue amortizing those deferred costs over the term of the facilities.

In September 2015, the FASB issued ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”). ASU 2015-16 requires an acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The adjustments related to previous reporting periods since the acquisition date must be disclosed by income statement line item either on the face of the income statement or in the notes. ASU 2015-16 is effective for annual and interim periods beginning after December 15, 2016, with early adoption permitted. Given the short-time frame between the effective date (December 1, 2015) of our Minneapolis/St. Paul acquisition and our 2015 year-end, the Company elected to early adopt this guidance beginning in the fourth quarter of 2015. In accordance with ASU 2015-16, while we have recorded provisional account balances based on guidance contained in the FASB Accounting Standards Codification (“ASC”) 805-10, Business Combinations (“ASC 805”), we will update such balances, if necessary, upon further verification of the fair values with third parties on certain other assets, more relevant history on profitability of backlog, and further understanding of cost to complete activities, if any, on purchased communities.

Impact of New Accounting Standards. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which provides guidance for revenue recognition. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in ASC 605, Revenue Recognition , and most industry-specific guidance. This ASU also supersedes some cost guidance included in Subtopic 605-35, “Revenue Recognition-Construction-Type and Production-Type Contracts.” ASU 2014-09’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. In August 2015, the FASB issued ASU No. 2015-14, R evenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which delayed the effective date of ASU 2014-09 by one year. ASU 2014-09, as amended, is effective for public companies for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted as of the original effective date for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The

Company is currently evaluating the method and impact the adoption of ASU 2014-09 will have on the Company’s consolidated financial statements and disclosures.

In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015-02”). ASU 2015-02 amends the consolidation requirements in ASC 810 and requires management to reevaluate whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities. Further, the amendments eliminate the presumption that a general partner should consolidate a limited partnership, as well as affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. ASU 2015-02 is effective for the Company beginning January 1, 2016 and subsequent interim periods. Early adoption is permitted. The adoption of ASU 2015-02 is not expected to have a material effect on the Company’s consolidated financial statements and disclosures.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which makes a number of changes to the current GAAP model, including changes to the accounting for equity investments and financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. ASU 2016-01 is effective for our interim and annual reporting periods beginning January 1, 2018. Early adoption of this particular guidance from ASU 2016-01 is not permitted. The Company is currently evaluating the method of adoption and impact the pronouncement will have on the Company’s consolidated financial statements and disclosures.

NOTE 2. Stock-Based and Deferred Compensation

Stock Incentive Plans

The Company has an equity compensation plan, the M/I Homes, Inc. 2009 Long-Term Incentive Plan (the “2009 LTIP”) which has been amended from time to time. The 2009 LTIP was approved by our shareholders and is administered by the Compensation Committee of our Board of Directors. Under the 2009 LTIP, the Company is permitted to grant (1) nonqualified stock options to purchase common shares, (2) incentive stock options to purchase common shares, (3) stock appreciation rights, (4) restricted common shares, (5) other stock-based awards – awards that are valued in whole or in part by reference to, or otherwise based on, the fair market value of the common shares, and (6) cash-based awards to its officers, employees, non-employee directors and other eligible participants. Subject to certain adjustments, the plan authorizes awards to officers, employees, non-employee directors and other eligible participants for up to 2,600,000 common shares, of which 982,389 remain available for grant at December 31, 2015 .

The 2009 LTIP replaced the M/I Homes, Inc. 1993 Stock Incentive Plan as Amended (the “1993 Plan”), which expired by its terms April 22, 2009. Awards outstanding under the 1993 Plan remain in effect in accordance with their respective terms.

Stock Options

Stock options are granted at the market price of the Company’s common shares at the close of business on the date of grant. Options awarded generally vest 20% annually over five years and expire after ten years. Under the 2009 LTIP, in the case of termination due to death, disability or retirement, all options will become immediately exercisable. Shares issued upon option exercise may consist of treasury shares, authorized but unissued common shares or common shares purchased by or on behalf of the Company in the open market.

Following is a summary of stock option activity for the year ended December 31, 2015 , relating to the stock options awarded under the 2009 LTIP and the 1993 Plan:



	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value ^(a) (In thousands)
Options outstanding at December 31, 2014	2,016,368		$	24.47	5.71	$	7,470
Granted	386,500		21.28
Exercised	(72,640	)	14.24
Forfeited	(221,600	)	43.78
Options outstanding at December 31, 2015	2,108,628		$	22.21	5.83	$	6,300
Options vested or expected to vest at December 31, 2015	2,084,208		$	22.07	5.72	$	6,544
Options exercisable at December 31, 2015	1,453,728		$	22.19	4.65	$	5,884

(a) Intrinsic value is defined as the amount by which the fair value of the underlying common shares exceeds the exercise price of the option.

The aggregate intrinsic value of options exercised during the years ended December 31, 2015, 2014 and 2013 was $0.7 million , $1.6 million and $2.2 million , respectively.

The fair value of our five-year service-based stock options granted during the years ended December 31, 2015, 2014 and 2013 was established at the date of grant using the Black-Scholes pricing model, with the weighted average assumptions as follows:



	Year Ended December 31,
	2015			2014			2013
Risk-free interest rate	1.72		%	1.75		%	0.88		%
Expected volatility	56.37		%	57.99		%	56.70		%
Expected term (in years)	5.6			5.6			5.5
Weighted average grant date fair value of options granted during the period	$	11.07		$	12.64		$	11.97

The risk-free interest rate is based upon the U.S. Treasury constant maturity rate at the date of the grant. Expected volatility is based on an average of (1) historical volatility of the Company’s stock and (2) implied volatility from traded options on the Company’s stock. The risk-free rate for periods within the contractual life of the stock option award is based on the yield curve of a zero-coupon U.S. Treasury bond on the date the stock option award is granted, with a maturity equal to the expected term of the stock option award granted. The Company uses historical data to estimate stock option exercises and forfeitures within its valuation model. The expected life of stock option awards granted is derived from historical exercise experience under the Company’s share-based payment plans, and represents the period of time that stock option awards granted are expected to be outstanding.

Total stock-based compensation expense related to stock option awards that has been charged against income relating to the 2009 LTIP and the 1993 Plan was $3.2 million , $2.7 million , and $2.0 million for the years ended December 31, 2015, 2014 and 2013 , respectively. As of December 31, 2015 , there was a total of $7.9 million of unrecognized compensation expense related to unvested stock option awards that will be recognized as stock-based compensation expense as the awards vest over a weighted average period of 2.1 years for the service awards.

Director Stock Units

Under the 2009 LTIP, the Company awarded its non-employee directors 15,000 , 17,500 at and 10,500 stock units during the year ended December 31, 2015 , 2014 and 2013 , respectively. Each stock unit is the equivalent of one common share, vests immediately and will be converted to a common share upon termination of service as a director. The Company recognized the full stock-based compensation expense related to the awards of $0.3 million in 2015 , $0.4 million in 2014 and $0.3 million in 2013 due to the immediate vesting provisions of the award.

On May 5, 2009, the Company’s board of directors terminated the M/I Homes, Inc. 2006 Director Equity Incentive Plan (the “Director Equity Plan”). Awards outstanding under the Director Equity Plan remain in effect in accordance with their respective terms. At December 31, 2015 , there were 8,059 stock units outstanding under the Director Equity Plan with a value of $0.2 million .

Performance Share Unit Awards

On February 17, 2015 and February 18, 2014 , the Company awarded its executive officers (in the aggregate) a target number of performance share units (“PSU’s”) equal to 56,389 and 50,439 PSU’s, respectively. Each PSU represents a contingent right to receive one common share of the Company if vesting is satisfied at the end of a three-year performance period (the “Performance Period”). The ultimate number of PSU’s that will vest and be earned, if any, after the completion of the Performance Period, is based on (1) (a) the Company’s cumulative pre-tax income from operations, excluding extraordinary items, over the Performance Period (weighted 80% ) (the “Performance Condition”), and (b) the Company’s relative total shareholder return over the Performance Period compared to the total shareholder return of a peer group of other publicly-traded homebuilders (weighted 20% ) (the “Market Condition”) and (2) the participant’s continued employment through the end of the Performance Period, except in the case of termination due to death, disability or retirement or involuntary termination without cause by the Company. The number of PSU’s that vest may increase by up to 50% from the target number based on levels of achievement of the above criteria as set forth in the applicable award agreements and decrease to zero if the Company fails to meet the minimum performance levels for both of the above criteria. If the Company achieves the minimum performance levels for both of the above criteria, 50% of the target number of PSU’s will vest and be earned. Any portion of PSU’s that does not vest at the end of the Performance Period will be forfeited. Additionally, the PSU’s have no dividend or voting rights during the Performance Period.

The grant date fair value of the portion of the 2015 PSU’s subject to the Performance Condition and the Market Condition component was $21.28 and $18.92 , respectively, and $23.79 and $21.00 for the 2014 PSU’s, respectively. In accordance with ASC 718, for the portion of the PSU’s subject to a Market Condition, stock-based compensation expense is derived using the Monte Carlo

simulation methodology and is recognized ratably over the service period regardless of whether or not the attainment of the Market Condition is probable. Therefore, the Company recognized $0.1 million in stock-based compensation expense, and there was a total of $0.2 million of unrecognized stock-based compensation expense related to the Market Condition portion of the 2015 and 2014 PSU awards as of December 31, 2015 .

For the portion of the PSU’s subject to a Performance Condition, we recognize stock-based compensation expense on a straight-line basis over the Performance Period based on the probable outcome of the related Performance Condition. Otherwise, stock-based compensation expense recognition is deferred until probability is attained and a cumulative stock-based compensation expense adjustment is recorded and recognized ratably over the remaining service period. The Company reassesses the probability of the satisfaction of the Performance Condition on a quarterly basis, and stock-based compensation expense is adjusted based on the portion of the requisite service period that has passed. As of December 31, 2015 , the Company had not recognized any stock-based compensation expense related to the Performance Condition portion of the 2015 PSU awards. If the Company achieves the minimum performance levels for the Performance Conditions to be met for the 2015 awards, the Company would record unrecognized stock-based compensation expense of $0.5 million as of December 31, 2015 , for which $0.2 million would be immediately recognized had attainment been probable at December 31, 2015 . The Company recognized $0.3 million of stock-based compensation expense related to the Performance Condition portion of the 2014 PSU awards during 2015 based on the probability of attaining the performance condition. The Company has $0.2 million of unrecognized stock-based compensation expense for the 2014 PSU awards at December 31, 2015 .

Deferred Compensation Plans

The purpose of the Company’s Amended and Restated Executives’ Deferred Compensation Plan (the “Executive Plan”), a non-qualified deferred compensation plan, is to provide an opportunity for certain eligible employees of the Company to defer a portion of their compensation and to invest in the Company’s common shares. The purpose of the Company’s Amended and Restated Director Deferred Compensation Plan (the “Director Plan”) is to provide its directors with an opportunity to defer their director compensation and to invest in the Company’s common shares.

Compensation expense deferred into the Executive Plan and the Director Plan (together the “Plans”) totaled $0.3 million for the year ended December 31, 2015 , and $0.4 million for each of the years ended December 31, 2014 and December 31, 2013 . The portion of cash compensation deferred by employees and directors under the Plans is invested in fully-vested equity units in the Plans. One equity unit is the equivalent of one common share. Equity units and the related dividends will be converted and distributed to the employee or director in the form of common shares at the earlier of his or her elected distribution date or termination of service as an employee or director of the Company. Distributions from the Plans totaled less than $0.1 million , $0.2 million and $0.3 million , respectively, during the years ended December 31, 2015, 2014 and 2013 . As of December 31, 2015 , there were a total of 47,982 equity units with a value of $1.2 million outstanding under the Plans. The aggregate fair market value of these units at December 31, 2015 , based on the closing price of the underlying common shares, was approximately $1.5 million , and the associated deferred tax benefit the Company would recognize if the outstanding units were distributed was $1.1 million as of December 31, 2015 . Common shares are issued from treasury shares upon distribution of equity units from the Plans.

Profit Sharing

The Company has a deferred profit-sharing plan that covers substantially all Company employees and permits participants to make contributions to the plan on a pre-tax basis in accordance with the provisions of Section 401(k) of the Internal Revenue Code of 1986, as amended. Company contributions to the plan are made at the discretion of the Company’s board of directors and resulted in a $1.2 million , $1.0 million and $0.8 million expense for the years ended December 31, 2015, 2014 and 2013 , respectively.

NOTE 3. Fair Value Measurements

There are three measurement input levels for determining fair value: Level 1, Level 2, and Level 3. Fair values determined by Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Fair values determined by Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

Assets Measured on a Recurring Basis

To meet financing needs of our home-buying customers, M/I Financial is party to interest rate lock commitments (“IRLCs”), which are extended to customers who have applied for a mortgage loan and meet certain defined credit and underwriting criteria. These

IRLCs are considered derivative financial instruments. M/I Financial manages interest rate risk related to its IRLCs and mortgage loans held for sale through the use of forward sales of mortgage-backed securities (“FMBSs”), the use of best-efforts whole loan delivery commitments, and the occasional purchase of options on FMBSs in accordance with Company policy. These FMBSs, options on FMBSs, and IRLCs covered by FMBSs are considered non-designated derivatives. These amounts are either recorded in Other Assets or Other Liabilities on the Consolidated Balance Sheets (depending on the respective balance for that year ended December 31).

The Company measures both mortgage loans held for sale and IRLCs at fair value. Fair value measurement results in a better presentation of the changes in fair values of the loans and the derivative instruments used to economically hedge them.

In the normal course of business, our financial services segment enters into contractual commitments to extend credit to buyers of single-family homes with fixed expiration dates. The commitments become effective when the borrowers “lock-in” a specified interest rate within established time frames. Market risk arises if interest rates move adversely between the time of the “lock-in” of rates by the borrower and the sale date of the loan to an investor. To mitigate the effect of the interest rate risk inherent in providing rate lock commitments to borrowers, the Company enters into optional or mandatory delivery forward sale contracts to sell whole loans and mortgage-backed securities to broker/dealers. The forward sale contracts lock in an interest rate and price for the sale of loans similar to the specific rate lock commitments. The Company does not engage in speculative or trading derivative activities. Both the rate lock commitments to borrowers and the forward sale contracts to broker/dealers or investors are undesignated derivatives, and accordingly, are marked to fair value through earnings. Changes in fair value measurements are included in earnings in the accompanying Consolidated Statements of Income.

The fair value of mortgage loans held for sale is estimated based primarily on published prices for mortgage-backed securities with similar characteristics. To calculate the effects of interest rate movements, the Company utilizes applicable published mortgage-backed security prices, and multiplies the price movement between the rate lock date and the balance sheet date by the notional loan commitment amount. The Company sells loans on a servicing released or servicing retained basis, and receives servicing compensation. Thus, the value of the servicing rights included in the fair value measurement is based upon contractual terms with investors and depends on the loan type. The Company applies a fallout rate to IRLCs when measuring the fair value of rate lock commitments. Fallout is defined as locked loan commitments for which the Company does not close a mortgage loan and is based on management’s judgment and company experience.

The fair value of the Company’s forward sales contracts to broker/dealers solely considers the market price movement of the same type of security between the trade date and the balance sheet date. The market price changes are multiplied by the notional amount of the forward sales contracts to measure the fair value.

Interest Rate Lock Commitments. IRLCs are extended to certain home-buying customers who have applied for a mortgage loan and meet certain defined credit and underwriting criteria. Typically, the IRLCs will have a duration of less than six months; however, in certain markets, the duration could extend to twelve months.

Forward Sales of Mortgage-Backed Securities. Forward sales of mortgage-backed securities (“FMBSs”) are used to protect uncommitted IRLC loans against the risk of changes in interest rates between the lock date and the funding date. FMBSs related to uncommitted IRLCs are classified and accounted for as non-designated derivative instruments and are recorded at fair value, with gains and losses recorded in current earnings.

Mortgage Loans Held for Sale. Mortgage loans held for sale consist primarily of single-family residential loans collateralized by the underlying property. During the intervening period between when a loan is closed and when it is sold to an investor, the interest rate risk is covered through the use of a best-efforts contract or by FMBSs. The FMBSs are classified and accounted for as non-designated derivative instruments, with gains and losses recorded in current earnings.

The table below shows the notional amounts of our financial instruments at December 31, 2015 and 2014 :



	December 31,
Description of Financial Instrument (in thousands)	2015		2014
Best efforts contracts and related committed IRLCs	$	2,625	$	3,072
Uncommitted IRLCs	46,339		28,028
FMBSs related to uncommitted IRLCs	46,000		41,000
Best efforts contracts and related mortgage loans held for sale	100,152		61,233
FMBSs related to mortgage loans held for sale	27,000		27,000
Mortgage loans held for sale covered by FMBSs	26,690		26,825

The table below shows the level and measurement of assets and liabilities measured on a recurring basis at December 31, 2015 and 2014 :



Description of Financial Instrument (in thousands)	Fair Value Measurements December 31, 2015			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Mortgage loans held for sale	$	127,001		$	—	$	127,001		$	—
Forward sales of mortgage-backed securities	(93		)	—		(93		)	—
Interest rate lock commitments	321			—		321			—
Best-efforts contracts	(206		)	—		(206		)	—
Total	$	127,023		$	—	$	127,023		$	—



Description of Financial Instrument (in thousands)	Fair Value Measurements December 31, 2014			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Mortgage loans held for sale	$	92,794		$	—	$	92,794		$	—
Forward sales of mortgage-backed securities	(182		)	—		(182		)	—
Interest rate lock commitments	288			—		288			—
Best-efforts contracts	53			—		53			—
Total	$	92,953		$	—	$	92,953		$	—

The following table sets forth the amount of (loss) gain recognized, within our revenue in the Consolidated Statements of Income, on assets and liabilities measured on a recurring basis for the years ended December 31, 2015, 2014 and 2013 :



	Year Ended December 31,
Description (in thousands)	2015			2014			2013
Mortgage loans held for sale	$	(590	)	$	3,191		$	(2,094	)
Forward sales of mortgage-backed securities	89			(927		)	492
Interest rate lock commitments	32			607			(320		)
Best-efforts contracts	(258		)	(426		)	482
Total (loss) gain recognized	$	(727	)	$	2,445		$	(1,440	)

The following tables set forth the fair value of the Company’s derivative instruments and their location within the Consolidated Balance Sheets for the periods indicated (except for mortgage loans held for sale which is disclosed as a separate line item):

Asset Derivatives

Liability Derivatives

December 31, 2015

Description of Derivatives

Balance Sheet

Location

Fair Value

(in thousands)

Balance Sheet Location

Fair Value

(in thousands)

Forward sales of mortgage-backed securities

Other assets

—

Other liabilities

Interest rate lock commitments

Other assets

321

Other liabilities

—

Best-efforts contracts

Other assets

—

Other liabilities

206

Total fair value measurements

321

299

Asset Derivatives

Liability Derivatives

December 31, 2014

Description of Derivatives

Balance Sheet

Location

Fair Value

(in thousands)

Balance Sheet Location

Fair Value

(in thousands)

Forward sales of mortgage-backed securities

Other assets

—

Other liabilities

182

Interest rate lock commitments

Other assets

288

Other liabilities

—

Best-efforts contracts

Other assets

Other liabilities

Total fair value measurements

346

187

Assets Measured on a Non-Recurring Basis

The Company assesses inventory for recoverability on a quarterly basis if events or changes in local or national economic conditions indicate that the carrying amount of an asset may not be recoverable. Our determination of fair value is based on projections and estimates, which are Level 3 measurement inputs. For further explanation of the Company’s policy regarding our assessment of recoverability for assets measured on a non-recurring basis, please see Note 1 to our Consolidated Financial Statements. The tables below show the level and measurement of assets measured on a non-recurring basis for the years ended December 31, 2015 and 2014 :



		Year Ended December 31,
Description (in thousands)	Hierarchy	2015		2014 ⁽²⁾		2013 ⁽²⁾

Adjusted basis of inventory ⁽¹⁾	Level 3	$	11,885	$	3,730	$	5,494
Total losses		3,638		3,457		5,805

Initial basis of inventory ⁽³⁾		$	15,523	$	7,187	$	11,299


(1)	The fair values in the table above represent only assets whose carrying values were adjusted in the respective period.


(2)	The carrying values for these assets may have subsequently increased or decreased from the fair value reported due to activities that have occurred since the measurement date.


(3)	This amount is inclusive of our investments in unconsolidated joint ventures. There were no losses on our investments in unconsolidated joint ventures for 2015 and 2013 . The total loss for these unconsolidated joint ventures was $1.0 million for 2014 .

Financial Instruments

Counterparty Credit Risk. To reduce the risk associated with accounting losses that would be recognized if counterparties failed to perform as contracted, the Company limits the entities with whom management can enter into commitments. This risk of accounting loss is the difference between the market rate at the time of non-performance by the counterparty and the rate to which the Company committed.

The following table presents the carrying amounts and fair values of the Company’s financial instruments at December 31, 2015 and 2014 . Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price).



	December 31, 2015				December 31, 2014
(In thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash, cash equivalents and restricted cash	$	13,101	$	13,101	$	22,486	$	22,486
Mortgage loans held for sale	127,001		127,001		92,794		92,794
Split dollar life insurance policies	199		199		187		187
Notes receivable	3,153		3,076		4,288		3,793
Commitments to extend real estate loans	321		321		289		289
Best-efforts contracts for committed IRLCs and mortgage loans held for sale	—		—		58		58
Liabilities:
Notes payable - homebuilding operations	43,800		43,800		30,000		30,000
Notes payable - financial services operations	123,648		123,648		85,379		85,379
Notes payable - other	8,441		8,039		9,518		9,089
Convertible senior subordinated notes due 2017	57,500		61,884		57,500		67,634
Convertible senior subordinated notes due 2018	86,250		84,741		86,250		87,544
Senior notes	300,000		295,500		228,469		239,488
Best-efforts contracts for committed IRLCs and mortgage loans held for sale	206		206		—		—
Forward sales of mortgage-backed securities	93		93		182		182
Off-Balance Sheet Financial Instruments:
Letters of credit	—		735		—		881

The following methods and assumptions were used by the Company in estimating its fair value disclosures of financial instruments at December 31, 2015 and 2014 :

Cash, Cash Equivalents and Restricted Cash. The carrying amounts of these items approximate fair value because they are short-term by nature.

Mortgage Loans Held for Sale, Forward Sales of Mortgage-Backed Securities, Commitments to Extend Real Estate Loans, Best-Efforts Contracts for Committed IRLCs and Mortgage Loans Held for Sale, Convertible Senior Subordinated Notes due 2017, Convertible Senior Subordinated Notes due 2018 and Senior Notes. The fair value of these financial instruments was determined based upon market quotes at December 31, 2015 and 2014 . The market quotes used were quoted prices for similar assets or liabilities along with inputs taken from observable market data by correlation. The inputs were adjusted to account for the condition of the asset or liability.

Split Dollar Life Insurance Policies and Notes Receivable. The estimated fair value was determined by calculating the present value of the amounts based on the estimated timing of receipts using discount rates that incorporate management’s estimate of risk associated with the corresponding note receivable.

Notes Payable - Homebuilding Operations. The interest rate available to the Company during the year ended December 31, 2015 fluctuated with the Alternate Base Rate or the Eurodollar Rate for the Company’s $400 million unsecured revolving credit facility dated July 18, 2013, as amended (the “Credit Facility”), and thus the carrying value is a reasonable estimate of fair value. Refer to Note 11 for additional information regarding the Credit Facility.

Notes Payable - Financial Services Operations. M/I Financial is a party to two credit agreements: (1) a $110 million secured mortgage warehousing agreement, dated March 29, 2013, as amended (the “MIF Mortgage Warehousing Agreement”), and (2) a $15 million mortgage repurchase agreement, as amended and restated on November 3, 2015 and further amended by a First Amendment on December 2, 2015 (the “MIF Mortgage Repurchase Facility”). For each of these credit facilities, the interest rate is based on a variable rate index, and thus their carrying value is a reasonable estimate of fair value. The interest rate available to the Company during 2015 fluctuated with LIBOR. Refer to Note 11 for additional information regarding the MIF Mortgage Warehousing Agreement and the MIF Mortgage Repurchase Facility.

Notes Payable - Other. The estimated fair value was determined by calculating the present value of the future cash flows using the Company’s current incremental borrowing rate.

Letters of Credit. Letters of credit of $42.5 million and $33.6 million represent potential commitments at December 31, 2015 and 2014 , respectively. The letters of credit generally expire within one or two years. The estimated fair value of letters of credit was determined using fees currently charged for similar agreements.

NOTE 4. Inventory

A summary of the Company’s inventory as of December 31, 2015 and 2014 is as follows:



	December 31,
(In thousands)	2015		2014
Single-family lots, land and land development costs	$	584,542	$	463,198
Land held for sale	12,630		10,647
Homes under construction	420,206		371,119
Model homes and furnishings - at cost (less accumulated depreciation: December 31, 2015 - $8,296; December 31, 2014 - $7,010)	63,929		46,780
Community development district infrastructure	1,018		2,571
Land purchase deposits	23,710		23,495
Consolidated inventory not owned	6,007		779
Total inventory	$	1,112,042	$	918,589

Single-family lots, land and land development costs include raw land that the Company has purchased to develop into lots, costs incurred to develop the raw land into lots, and lots for which development has been completed, but which have not yet been used to start construction of a home.

Homes under construction include homes that are in various stages of construction. As of December 31, 2015 and 2014 , we had 872 homes (with a carrying value of $184.3 million ) and 979 homes (with a carrying value of $186.7 million ), respectively, included in homes under construction that were not subject to a sales contract.

Model homes and furnishings include homes that are under construction or have been completed and are being used as sales models. The amount also includes the net book value of furnishings included in our model homes. Depreciation on model home furnishings is recorded using an accelerated method over the estimated useful life of the assets, typically three years.

The Company assesses inventory for recoverability on a quarterly basis. Refer to Notes 1 and 3 of our Consolidated Financial Statements for additional details relating to our procedures for evaluating our inventories for impairment.

Land purchase deposits include both refundable and non-refundable amounts paid to third party sellers relating to the purchase of land. On an ongoing basis, the Company evaluates the land option agreements relating to the land purchase deposits. In the period during which the Company makes the decision not to proceed with the purchase of land under an agreement, the Company writes off any deposits and accumulated pre-acquisition costs relating to such agreement.

NOTE 5. Transactions with Related Parties

The Company made a contribution of $0.6 million in 2015 to the M/I Homes Foundation, a charitable organization having certain officers and directors of the Company on its Board of Trustees.

The Company had a receivable of $0.2 million at both December 31, 2015 and 2014 due from an executive officer, relating to amounts owed to the Company for split-dollar life insurance policy premiums. The Company will collect the receivable either directly from the executive officer, if employment terminates other than by death, or from the executive officer’s beneficiary, if employment terminates due to death of the executive officer. We also have an outstanding loan to one of our unconsolidated joint ventures for $2.5 million in which we are one of the partners in the joint venture. The receivables are recorded in Other Assets on the Consolidated Balance Sheets.

NOTE 6. Investment in Unconsolidated Joint Ventures

The Company has periodically partnered with other land developers or homebuilders to share in the cost of land investment and development of a property through joint ownership and development agreements, joint ventures, and other similar arrangements. For such joint venture arrangements where a special purpose entity is established to own the property, we have determined that we do not have substantive control over any of these entities; therefore, they are recorded using the equity method of accounting. The Company’s maximum exposure related to its investment in these joint venture arrangements as of December 31, 2015 is the total amount invested of $39.5 million , consisting of $37.0 million which is reported as Investment in Unconsolidated Joint Ventures on our Consolidated Balance Sheets, and a $2.5 million note due to the Company from one of the unconsolidated joint ventures

(reported in Other Assets). Included in the Company’s investment in unconsolidated joint ventures at December 31, 2015 and December 31, 2014 were $0.4 million and $0.2 million of capitalized interest and other costs, respectively.

The Company evaluates its investment in unconsolidated joint ventures for potential impairment on a quarterly basis. If the fair value of the investment (see Notes 1 and 3 of our Consolidated Financial Statements) is less than the investment’s carrying value, and the Company determines the decline in value was other than temporary, the Company writes down the investment to fair value.

Summarized condensed combined financial information for the unconsolidated joint ventures that are included in the homebuilding segments as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013 is as follows:

Summarized Condensed Combined Balance Sheets:



	December 31,
(In thousands)	2015		2014
Assets:
Single-family lots, land and land development costs ^{(a) (b)}	$	53,754	$	49,987
Other assets	5,499		2,917
Total assets	$	59,253	$	52,904
Liabilities and partners’ equity:
Liabilities:
Notes payable	$	7,025	$	12,153
Other liabilities	2,190		2,887
Total liabilities	9,215		15,040
Partners’ equity:
Company’s equity ^{(a) (b)}	$	24,367	$	18,728
Other equity	25,671		19,136
Total partners’ equity	$	50,038	$	37,864
Total liabilities and partners’ equity	$	59,253	$	52,904


(a)	For the years ended December 31, 2015 and 2014 , impairment expenses and other miscellaneous adjustments totaling $4.8 million and $6.0 million , respectively, were excluded from the table above.


(b)	For the years ended December 31, 2015 and 2014 , the table above excludes the Company’s investment in joint development arrangements for which a special purpose entity was not established, totaling $17.4 million and $15.0 million , respectively.

Summarized Condensed Combined Statements of Operations:



	Year Ended December 31,
(In thousands)	2015		2014		2013
Revenue	$	5,800	$	2,424	$	2,909
Costs and expenses	3,527		1,147		1,763
Income	$	2,273	$	1,277	$	1,146

The Company’s total equity in the income relating to the above homebuilding unconsolidated joint ventures was $0.5 million for 2015 , and $0.3 million for 2014 and 2013 .

NOTE 7. Guarantees and Indemnifications

Warranty

Our warranty reserve amounts are based upon historical experience and geographic location. Our warranty reserves are included in Other Liabilities in the Company’s Consolidated Balance Sheets. A summary of warranty activity for the years ended December 31, 2015, 2014 and 2013 is as follows:



	Year Ended December 31,
(In thousands)	2015			2014			2013
Warranty reserves, beginning of period	$	12,671		$	12,291		$	10,438
Warranty expense on homes delivered during the period	8,812			7,311			7,023
Changes in estimates for pre-existing warranties	5,160			5,223			2,394
Settlements made during the period	(12,361		)	(12,154		)	(7,564		)
Warranty reserves, end of period	$	14,282		$	12,671		$	12,291

Guarantees

In the ordinary course of business, M/I Financial, a 100%-owned subsidiary of M/I Homes, Inc., enters into agreements that guarantee certain purchasers of its mortgage loans that M/I Financial will repurchase a loan if certain conditions occur, primarily if the mortgagor does not meet the terms of the loan within the first six months after the sale of the loan. Loans totaling approximately $12.2 million and $33.4 million were covered under the above guarantees as of December 31, 2015 and 2014 , respectively. The decrease in loans covered by these guarantees from December 31, 2014 is a result of a change in the mix of investors and their related purchase terms. A portion of the revenue paid to M/I Financial for providing the guarantees on the above loans was deferred at December 31, 2015 , and will be recognized in income as M/I Financial is released from its obligation under the guarantees. M/I Financial did not repurchase any loans under the above agreements during 2015 . The risk associated with the guarantees above is offset by the value of the underlying assets.

M/I Financial received inquiries concerning underwriting matters from purchasers of its loans regarding certain loans totaling approximately $1.3 million and $9.1 million at December 31, 2015 and 2014 , respectively. The risk associated with the guarantees above is offset by the value of the underlying assets. The decrease from December 31, 2014 was due to M/I Financial reaching a settlement agreement with two of its investors during the first and fourth quarter of 2015 which substantially eliminated any liability to repurchase or indemnify loans associated with the related loan purchase agreements.

M/I Financial has also guaranteed the collectability of certain loans to third party insurers (U.S. Department of Housing and Urban Development and U.S. Veterans Administration) of those loans for periods ranging from five to thirty years. As of December 31, 2015 and 2014 , the total of all loans indemnified to third party insurers relating to the above agreements was $2.2 million and $2.0 million , respectively. The maximum potential amount of future payments is equal to the outstanding loan value less the value of the underlying asset plus administrative costs incurred related to foreclosure on the loans, should this event occur.

The Company recorded a liability relating to the guarantees described above totaling $1.2 million and $2.9 million at December 31, 2015 and 2014 , respectively, which is management’s best estimate of the Company’s liability.

NOTE 8. Commitments and Contingencies

At December 31, 2015 , the Company had outstanding approximately $144.1 million of completion bonds and standby letters of credit, some of which were issued to various local governmental entities that expire at various times through September 2026 . Included in this total are: (1) $94.3 million of performance and maintenance bonds and $30.1 million of performance letters of credit that serve as completion bonds for land development work in progress; (2) $12.4 million of financial letters of credit, of which $6.5 million represent deposits on land and lot purchase agreements; and (3) $7.3 million of financial bonds.

At December 31, 2015 , the Company also had options and contingent purchase agreements to acquire land and developed lots with an aggregate purchase price of approximately $513.2 million . Purchase of properties under these agreements is contingent upon satisfaction of certain requirements by the Company and the sellers.

The Company and certain of its subsidiaries have been named as defendants in certain claims, complaints and legal actions that are incidental to our business. Certain of the liabilities resulting from these other matters are covered by insurance. While management currently believes that the ultimate resolution of these matters, individually and in the aggregate, will not have a material effect on the Company’s financial position, results of operations and cash flows, such matters are subject to inherent uncertainties. The Company has recorded a liability to provide for the anticipated costs, including legal defense costs, associated with the resolution of these other matters. However, there exists the possibility that the costs to resolve these other matters could differ from the recorded estimates and, therefore, have a material effect on the Company’s net income for the periods in which the matters are resolved. At December 31, 2015 and 2014 , we had $0.6 million and $0.2 million reserved for legal expenses, respectively.

NOTE 9. Lease Commitments

Operating Leases. The Company leases various office facilities, automobiles, model furnishings, and model homes under operating leases with remaining terms of one to nine years. The Company sells model homes to investors with the express purpose of leasing the homes back as sales models for a specified period of time. The Company records the sale of the home at the time of the home delivery, and defers profit on the sale, which is subsequently recognized over the lease term.

At December 31, 2015 , the future minimum rental commitments totaled $13.0 million under non-cancelable operating leases with initial terms in excess of one year as follows: 2016 - $4.1 million ; 2017 - $3.3 million ; 2018 - $2.2 million ; 2019 - $1.3 million ; 2020 - $0.8 million ; and $1.3 million thereafter. The Company’s total rental expense was $5.3 million , $4.7 million , and $3.7 million for 2015, 2014 and 2013 , respectively.

NOTE 10. Community Development District Infrastructure and Related Obligations

A Community Development District and/or Community Development Authority (“CDD”) is a unit of local government created under various state and/or local statutes to encourage planned community development and to allow for the construction and maintenance of long-term infrastructure through alternative financing sources, including the tax-exempt markets. A CDD is generally created through the approval of the local city or county in which the CDD is located and is controlled by a Board of Supervisors representing the landowners within the CDD. CDDs may utilize bond financing to fund construction or acquisition of certain on-site and off-site infrastructure improvements near or within these communities. CDDs are also granted the power to levy special assessments to impose ad valorem taxes, rates, fees and other charges for the use of the CDD project. An allocated share of the principal and interest on the bonds issued by the CDD is assigned to and constitutes a lien on each parcel within the community evidenced by an assessment (the “Assessment”). The owner of each such parcel is responsible for the payment of the Assessment on that parcel. If the owner of the parcel fails to pay the Assessment, the CDD may foreclose on the lien pursuant to powers conferred to the CDD under applicable state laws and/or foreclosure procedures. In connection with the development of certain of the Company’s communities, CDDs have been established and bonds have been issued to finance a portion of the related infrastructure. Following are details relating to such CDD bond obligations issued and outstanding as of December 31, 2015 :



Issue Date	Maturity Date	Interest Rate	Principal Amount as of December 31, 2015 (in thousands)		Principal Amount as of December 31, 2014 (in thousands)
7/15/2004	12/1/2022	6.00%	$	2,922	$	2,922
7/15/2004	12/1/2036	6.25%	10,060		10,060
7/22/2014	11/1/2045	5.28%	535		1,805
Total CDD bond obligations issued and outstanding			$	13,517	$	14,787

The Company records a liability for the estimated developer obligations that are probable and estimable and user fees that are required to be paid or transferred at the time the parcel or unit is sold to an end user. The Company reduces this liability by the corresponding Assessment assumed by property purchasers and the amounts paid by the Company at the time of closing and the transfer of the property. The Company recorded a $1.0 million and $2.6 million liability related to these CDD bond obligations as of December 31, 2015 and December 31, 2014 , respectively, along with the related inventory infrastructure.

NOTE 11. Debt

Notes Payable - Homebuilding

The Credit Facility provides an aggregate commitment amount of $400 million , including a $125 million sub-facility for letters of credit. The Credit Facility matures on October 20, 2018 . Interest on amounts borrowed under the Credit Facility is payable at either the Alternate Base Rate plus a margin of 175 basis points, or at the Eurodollar Rate plus a margin of 275 basis points, in each case subject to adjustment based on the Company's leverage ratio. The Credit Facility also contains certain financial covenants. At December 31, 2015 , the Company was in compliance with all financial covenants of the Credit Facility. During the third quarter of 2015, the Company exercised an accordion feature provided for within the Credit Facility, increasing the total revolving commitment under the Credit Facility from $300 million to $400 million by obtaining additional commitments from existing lenders.

At December 31, 2015 , borrowing availability under the Credit Facility in accordance with the borrowing base calculation was $437.2 million , and, as a result, the full amount of the $400 million facility was available. At December 31, 2015 , there were $43.8 million of borrowings outstanding and $39.8 million of letters of credit outstanding, leaving net remaining borrowing availability of $316.4 million .

The Company’s obligations under the Credit Facility are guaranteed by all of the Company’s subsidiaries, with the exception of subsidiaries that are primarily engaged in the business of mortgage financing, title insurance or similar financial businesses relating to the homebuilding and home sales business, certain subsidiaries that are not 100%-owned by the Company or another subsidiary, and other subsidiaries designated by the Company as Unrestricted Subsidiaries (as defined in Note 16 ), subject to limitations on the aggregate amount invested in such Unrestricted Subsidiaries in accordance with the terms of the Credit Facility and the indenture for the Company’s $300.0 million aggregate principal amount of 6.75% Senior Notes due 2021 (the “2021 Senior Notes”). The guarantors for the Credit Facility are the same subsidiaries that guarantee the 2021 Senior Notes, the Company’s $57.5 million aggregate principal amount of 3.25% Convertible Senior Subordinated Notes due 2017 (the “2017 Convertible Senior Subordinated Notes”) and the $86.3 million aggregate principal amount of 3.0% Convertible Senior Subordinated Notes due 2018 (the “2018 Convertible Senior Subordinated Notes”).

The Company’s obligations under the Credit Facility are general, unsecured senior obligations of the Company and the subsidiary guarantors and rank equally in right of payment with all our existing and future unsecured senior indebtedness. Our obligations under the Credit Facility are effectively subordinated to our existing and future secured indebtedness with respect to any assets comprising security or collateral for such indebtedness.

The Credit Facility contains various representations, warranties and covenants which require, among other things, that the Company maintain (1) a minimum level of Consolidated Tangible Net Worth of $383.2 million (subject to increase over time based on earnings and proceeds from equity offerings), (2) a leverage ratio not in excess of 60% , and (3) either a minimum Interest Coverage Ratio of 1.5 to 1.0 or a minimum amount of available liquidity. In addition, the Credit Facility contains covenants that limit the Company's number of unsold housing units and model homes, as well as the amount of Investments in Unrestricted Subsidiaries and Joint Ventures.

The Company is party to three secured credit agreements for the issuance of letters of credit outside of the Credit Facility (collectively, the “Letter of Credit Facilities”), with maturity dates ranging from August 31, 2016 to June 1, 2017 . The agreements governing the Letter of Credit Facilities contain limits for the issuance of letters of credit ranging from $3.0 million to $5.0 million , for a combined letter of credit capacity of $12.0 million , of which $4.9 million was uncommitted at December 31, 2015 and could be withdrawn at any time. At December 31, 2015 and December 31, 2014 , there was $2.7 million and $6.5 million of outstanding letters of credit in aggregate under the Company’s three Letter of Credit Facilities, respectively, which were collateralized with $2.7 million and $6.6 million of the Company’s cash, respectively.

Notes Payable — Financial Services

The MIF Mortgage Warehousing Agreement is used to finance eligible residential mortgage loans originated by M/I Financial and provides a maximum borrowing availability of $110 million and an accordion feature which allows for an increase of the maximum borrowing availability of up to an additional $20 million (subject to certain conditions, including obtaining additional commitments from existing or new lenders). The MIF Mortgage Warehousing Agreement matures on June 24, 2016 . In December 2015 , M/I Financial entered into an amendment to temporarily increase the maximum borrowing availability to $130 million , which expired on February 1, 2016 . The maximum principal amount permitted to be outstanding at any one time in aggregate under all warehouse credit lines is $150 million . The MIF Mortgage Warehousing Agreement also contains certain financial covenants. At December 31, 2015 , the Company was in compliance with all financial covenants of the MIF Mortgage Warehousing Agreement.

Interest on amounts borrowed under the MIF Mortgage Warehousing Agreement is payable at a per annum rate equal to the greater of (1) the floating LIBOR rate plus 250 basis points and (2) 2.75% .

The MIF Mortgage Repurchase Facility is used to finance eligible residential mortgage loans originated by M/I Financial and is structured as a mortgage repurchase facility with a maximum borrowing availability of $15 million and an expiration date of November 1, 2016 . M/I Financial pays interest on each advance under the MIF Mortgage Repurchase Facility at a per annum rate equal to the floating LIBOR rate plus 250 or 275 basis points depending on the loan type. The agreement was amended additionally by a First Amendment in December 2015 to temporarily increase the maximum borrowing availability to $20 million , which expired on February 1, 2016 .

At December 31, 2015 , M/I Financial’s total combined maximum borrowing availability under the two credit facilities was $150.0 million , an increase from $125.0 million at December 31, 2014 . At December 31, 2015 and December 31, 2014 , M/I Financial had $123.6 million and $85.4 million outstanding on a combined basis under its credit facilities, respectively, and was in compliance with all financial covenants of those agreements for both periods.

Convertible Senior Subordinated Notes

In March 2013 , the Company issued $86.3 million aggregate principal amount of 2018 Convertible Senior Subordinated Notes. The 2018 Convertible Senior Subordinated Notes bear interest at a rate of 3.0% per year, payable semiannually in arrears on March 1 and September 1 of each year. The 2018 Convertible Senior Subordinated Notes mature on March 1, 2018 . At any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2018 Convertible Senior Subordinated Notes into the Company’s common shares. The conversion rate initially equals 30.9478 shares per $1,000 of principal amount. This corresponds to an initial conversion price of approximately $32.31 per common share, which equates to approximately 2.7 million common shares. The conversion rate is subject to adjustment upon the occurrence of certain events. The 2018 Convertible Senior Subordinated Notes are fully and unconditionally guaranteed jointly and severally on a senior subordinated unsecured basis by those subsidiaries of the Company that are guarantors under the Company’s 2021 Senior Notes and 2017 Convertible Senior Subordinated Notes. The 2018 Convertible Senior Subordinated Notes are senior subordinated unsecured obligations of the Company and the subsidiary guarantors, are subordinated in right of payment to our existing and future senior indebtedness and are also effectively subordinated to our existing and future secured indebtedness with

respect to any assets comprising security or collateral for such indebtedness. The indenture governing the 2018 Convertible Senior Subordinated Notes provides that the Company may not redeem the 2018 Convertible Senior Subordinated Notes prior to March 6, 2016, but also contains provisions requiring the Company to repurchase the notes (subject to certain exceptions), at a holder’s option, upon the occurrence of a fundamental change (as defined in the indenture).

On or after March 6, 2016, the Company may redeem for cash any or all of the 2018 Convertible Senior Subordinated Notes (except for any 2018 Convertible Senior Subordinated Notes that the Company is required to repurchase in connection with a fundamental change), but only if the last reported sale price of the Company’s common shares exceeds 130% of the applicable conversion price for the notes on each of at least 20 applicable trading days. The 20 trading days do not need to be consecutive, but must occur during a period of 30 consecutive trading days that ends within 10 trading days immediately prior to the date the Company provides the notice of redemption. The redemption price for the 2018 Convertible Senior Subordinated Notes to be redeemed will equal 100% of the principal amount, plus accrued and unpaid interest, if any.

In September 2012 , the Company issued $57.5 million aggregate principal amount of 2017 Convertible Senior Subordinated Notes. The 2017 Convertible Senior Subordinated Notes bear interest at a rate of 3.25% per year, payable semiannually in arrears on March 15 and September 15 of each year. The 2017 Convertible Senior Subordinated Notes mature on September 15, 2017 . At any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2017 Convertible Senior Subordinated Notes into the Company’s common shares. The conversion rate initially equals 42.0159 shares per $1,000 of principal amount. This corresponds to an initial conversion price of approximately $23.80 per common share, which equates to approximately 2.4 million common shares. The conversion rate is subject to adjustment upon the occurrence of certain events. The 2017 Convertible Senior Subordinated Notes are fully and unconditionally guaranteed jointly and severally on a senior subordinated unsecured basis by those subsidiaries of the Company that are guarantors under the Company’s 2021 Senior Notes and 2018 Convertible Senior Subordinated Notes. The 2017 Convertible Senior Subordinated Notes are senior subordinated unsecured obligations of the Company and the subsidiary guarantors, are subordinated in right of payment to our existing and future senior indebtedness and are also effectively subordinated to our existing and future secured indebtedness with respect to any assets comprising security or collateral for such indebtedness. The indenture governing the 2017 Convertible Senior Subordinated Notes provides that we may not redeem the notes prior to their stated maturity date, but also contains provisions requiring the Company to repurchase the 2017 Convertible Senior Subordinated Notes (subject to certain exceptions), at a holder’s option, upon the occurrence of a fundamental change (as defined in the indenture).

Senior Notes

In December 2015, we issued $300.0 million of 2021 Senior Notes. The 2021 Senior Notes bear interest at a rate of 6.75% per year, payable semiannually in arrears on January 15 and July 15 of each year (commencing on July 15, 2016), and mature on January 15, 2021. The 2021 Senior Notes are general, unsecured senior obligations of the Company and the subsidiary guarantors and rank equally in right of payment with all our existing and future unsecured senior indebtedness. The 2021 Senior Notes are effectively subordinated to our existing and future secured indebtedness with respect to any assets comprising security or collateral for such indebtedness. We used $237.5 million of the net proceeds from the issuance of the 2021 Senior Notes to redeem all of the outstanding 2018 Senior Notes, consisting of principal of $230.0 million , prepayment premium of $5.0 million , which was recorded as a loss on debt extinguishment, and accrued interest of $2.5 million . Additionally, in connection with the redemption of the 2018 Senior Notes, $1.1 million of unamortized original issue discount and a $1.8 million write-off of unamortized debt issuance costs were recorded as a loss on debt extinguishment.

The 2021 Senior Notes are fully and unconditionally guaranteed jointly and severally on a senior unsecured basis by all of our subsidiaries, with the exception of subsidiaries that are primarily engaged in the business of mortgage financing, title insurance or similar financial businesses relating to the homebuilding and home sales business, certain subsidiaries that are not 100%-owned by the Company or another subsidiary, and other subsidiaries designated by the Company as Unrestricted Subsidiaries, subject to limitations on the aggregate amount invested in such Unrestricted Subsidiaries in accordance with the terms of the Credit Facility and the indenture governing the 2021 Senior Notes. As of December 31, 2015 , the guarantors of the 2021 Senior Notes are the same subsidiaries that guarantee the Credit Facility, the 2017 Convertible Senior Subordinated Notes, and the 2018 Convertible Senior Subordinated Notes.

The Company may redeem all or any portion of the 2021 Senior Notes on or after January 15, 2018 at a stated redemption price, together with accrued and unpaid interest thereon. The redemption price will initially be 103.375% of the principal amount outstanding, but will decline to 101.688% of the principal amount outstanding if redeemed during the 12-month period beginning on January 15, 2019, and will further decline to 100.000% of the principal amount outstanding if redeemed on or after January 15, 2020, but prior to maturity.

The indenture governing our 2021 Senior Notes limits our ability to pay dividends on, and repurchase, our common shares and our 9.75% Series A Preferred Shares (the “Series A Preferred Shares”) to the amount of the positive balance in our “restricted payments basket,” as defined in the indenture. The “restricted payments basket” is equal to $125.0 million plus (1) 50% of our aggregate consolidated net income (or minus 100% of our aggregate consolidated net loss) from October 1, 2015, excluding income or loss from Unrestricted Subsidiaries, plus (2) 100% of the net cash proceeds from the sale of qualified equity interests, plus other items and subject to other exceptions. The restricted payments basket was $128.5 million at December 31, 2015 . The determination to pay future dividends on, or make future repurchases of, our common shares or Series A Preferred Shares will be at the discretion of our board of directors and will depend upon our results of operations, financial condition, capital requirements and compliance with debt covenants and the terms of our Series A Preferred Shares, and other factors deemed relevant by our board of directors.

Notes Payable - Other

The Company had other borrowings, which are reported in Notes Payable - Other in our Consolidated Balance Sheets, totaling $8.4 million and $9.5 million as of December 31, 2015 and 2014 , respectively. The balance consists primarily of a mortgage note payable with a $3.9 million principal balance outstanding at December 31, 2015 (and $4.3 million outstanding at December 31, 2014 ), which is secured by an office building, matures in 2017 and carries an interest rate of 8.1% . The remaining balance is made up of other notes payable acquired through normal course of business. These other borrowings are included in the debt maturities schedule below.

Maturities over the next five years with respect to the Company’s debt as of December 31, 2015 are as follows:



Year Ending December 31,	Debt Maturities (In thousands)
2016	$	124,746
2017	63,396
2018	130,541
2019	417
2020	302
Thereafter	300,237
Total	$	619,639

NOTE 12. Preferred Shares

The Company’s Articles of Incorporation authorize the issuance of up to 2,000,000 preferred shares, par value $.01 per share. On March 15, 2007, the Company issued 4,000,000 depositary shares, each representing 1/1000 ^th of a Series A Preferred Share, or 4,000 Series A Preferred Shares in the aggregate. On April 10, 2013, the Company redeemed 2,000 of its Series A Preferred Shares for $50.4 million in cash. The aggregate liquidation value of the remaining 2,000 Preferred Shares is $50 million . The Company paid $4.9 million of dividends in both 2015 and 2014 , and $3.7 million in 2013 on the Series A Preferred Shares. Please see Note 11 for additional information related to the restrictions on our ability to pay dividends on and repurchase our Series A Preferred Shares.

NOTE 13. Earnings Per Share

The table below presents a reconciliation between basic and diluted weighted average shares outstanding, net income available to common shareholders and basic and diluted income per share for the years ended December 31, 2015, 2014 and 2013 :



	Year Ended December 31,
(In thousands, except per share amounts)	2015			2014			2013
NUMERATOR
Net income	$	51,763		$	50,789		$	151,423
Preferred stock dividends	(4,875		)	(4,875		)	(3,656		)
Excess of fair value over book value of preferred shares redeemed	—			—			(2,190		)
Net income available to common shareholders	46,888			45,914			145,577
Interest on 3.25% convertible senior subordinated notes due 2017	1,499			1,504			2,443
Interest on 3.00% convertible senior subordinated notes due 2018	2,021			2,030			2,675
Diluted income available to common shareholders	$	50,408		$	49,448		$	150,695
DENOMINATOR
Basic weighted average shares outstanding	24,575			24,463			23,822
Effect of dilutive securities:
Stock option awards	237			222			237
Deferred compensation awards	150			142			123
3.25% convertible senior subordinated notes due 2017	2,416			2,416			2,416
3.00% convertible senior subordinated notes due 2018	2,669			2,669			2,165
Diluted weighted average shares outstanding - adjusted for assumed conversions	30,047			29,912			28,763
Earnings per common share
Basic	$	1.91		$	1.88		$	6.11
Diluted	$	1.68		$	1.65		$	5.24
Anti-dilutive equity awards not included in the calculation of diluted earnings per common share	1,447			1,250			963

The Company declared and paid a quarterly cash dividend of $609.375 per share on its 2,000 outstanding Series A Preferred Shares in each quarter of 2015 and 2014 , and during the second, third and fourth quarters of 2013, for an aggregate dividend payment of $4.9 million for the years ended December 31, 2015 and 2014 , and $3.7 million for the year ended December 31, 2013 .

For the years ended December 31, 2015, 2014 and 2013 , the effect of convertible debt was included in the diluted earnings per share calculations.

NOTE 14. Income Taxes

The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and attributable to operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which the temporary differences are expected to be recovered or paid. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the changes are enacted.

In accordance with ASC 740-10, Income Taxes (“ASC 740”) , we evaluate our deferred tax assets, including the benefit from net operating losses (“NOLs”) and tax credit carryforwards, to determine if a valuation allowance is required. Companies must assess, using significant judgments, whether a valuation allowance should be established based on the consideration of all available evidence using a “more likely than not” standard with significant weight being given to evidence that can be objectively verified. This assessment gives appropriate consideration to all positive and negative evidence related to the realization of the deferred tax assets and considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the length of statutory carryforward periods, our experience with operating losses and our experience of utilizing tax credit carryforwards and tax planning alternatives. Based upon a review of all available evidence, we recorded a full valuation allowance against our deferred tax assets during 2008 due to economic conditions and the weight of negative evidence at the time.

However, during 2013, the Company, giving the same consideration to positive and negative evidence described above, concluded that it was more likely than not that the majority of its deferred tax assets would be utilized. As a result of such determination, the Company reversed the majority of the valuation allowance against its deferred tax assets during the year ended December 31, 2013, and the remaining $9.3 million valuation allowance during the first two quarters of 2014.

At December 31, 2015 , the Company’s total deferred tax assets were $67.4 million which is offset by $5.5 million of total deferred tax liabilities for a $61.9 million net deferred tax asset which is reported on the Company’s Consolidated Balance Sheets.

The tax effects of the significant temporary differences that comprise the deferred tax assets and liabilities are as follows:



	December 31,
(In thousands)	2015		2014
Deferred tax assets:
Warranty, insurance and other accruals	$	14,460	$	13,155
Inventory	9,528		11,049
State taxes	211		175
Net operating loss carryforward	42,556		69,946
Deferred charges	649		1,711
Total deferred tax assets	$	67,404	$	96,036

Deferred tax liabilities:
Federal effect of state deferred taxes	$	5,519	$	—
Depreciation	—		1,191
Prepaid expenses	—		433
Total deferred tax liabilities	$	5,519	$	1,624

Net deferred tax asset, net of valuation allowance	$	61,885	$	94,412

The provision (benefit) from income taxes consists of the following:



	Year Ended December 31,
(In thousands)	2015		2014			2013
Current:
Federal	$	1,757	$	1,766		$	2
State	883		681			821
	$	2,640	$	2,447		$	823

	Year Ended December 31,
(In thousands)	2015		2014			2013
Deferred:
Federal	$	28,760	$	22,141		$	(102,830	)
State	3,766		(5,641		)	(8,081		)
	$	32,526	$	16,500		$	(110,911	)
Total	$	35,166	$	18,947		$	(110,088	)

For 2015, 2014 and 2013 , the Company’s effective tax rate was 40.45% , 27.17% , and (266.33)% , respectively. Reconciliation of the differences between income taxes computed at the federal statutory tax rate and consolidated benefit from income taxes are as follows:



	Year Ended December 31,
(In thousands)	2015		2014			2013
Federal taxes at statutory rate	$	30,425	$	24,407		$	14,467
State and local taxes – net of federal tax benefit	2,820		2,199			534
Change in valuation allowance	—		(9,291		)	(126,458		)
Change in state NOL deferred asset – net of federal tax benefit	1,548		1,780			853
Other	373		(148		)	516
Total	$	35,166	$	18,947		$	(110,088	)

The Company files income tax returns in the U.S. federal jurisdiction, and various states. The Company is no longer subject to U.S. federal, state or local examinations by tax authorities for years before 2010. The Company is audited from time to time, and if any adjustments are made, they would be either immaterial or reserved.

The Company recognizes interest and penalties accrued related to unrecognized tax benefits in tax expense. At December 31, 2015 , 2014 and 2013 , we had no unrecognized tax benefits due to the lapse of the statute of limitations and completion of audits

in prior years. We believe that our current income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change.

At December 31, 2015 , the Company had federal NOL carryforwards of approximately $20.7 million and federal credit carryforwards of $9.4 million . Our federal NOL carryforwards may be carried forward from one to 17 years to offset future taxable income with the federal carryforward benefits beginning to expire in 2028. The Company had $8.1 million of state NOL carryforwards at December 31, 2015 . Our state NOLs may be carried forward from one to 17 years, depending on the tax jurisdiction, with $3.0 million expiring between 2022 and 2027 and $5.1 million expiring between 2028 and 2032, absent sufficient state taxable income.

On December 18, 2015, the President signed H.R. 2029, a legislative package that combines a bill to renew dozens of expired tax deductions, credits and incentives with omnibus appropriations legislation that sets spending levels for government agencies for the remainder of fiscal year 2016. Among other things, H.R. 2029 extends through 2016 the business tax credit under IRC §45L for building new energy efficient homes and extends, but phases down through 2019, bonus depreciation. Under ASC 740, the effects of a change in tax law are recognized as of the enactment date. In accordance with this guidance, we recorded a tax benefit of approximately $0.4 million in 2015 related to the extension of the IRC §45L tax credit for qualifying new energy efficient homes that we sold in 2015.

NOTE 15. Business Segments

The Company’s chief operating decision makers evaluate the Company’s performance in various ways, including: (1) the results of our 14 individual homebuilding operating segments and the results of our financial services operations; (2) the results of our three homebuilding reportable segments; and (3) our consolidated financial results.

In accordance with ASC 280, Segment Reporting (“ASC 280”), we have identified each homebuilding division as an operating segment and have determined our reportable segments as follows: Midwest homebuilding, Southern homebuilding, Mid-Atlantic homebuilding and financial services operations. The homebuilding operating segments that are included within each reportable segment have been aggregated because they share similar aggregation characteristics as prescribed in ASC 280 in the following regards: (1) long-term economic characteristics; (2) historical and expected future long-term gross margin percentages; (3) housing products, production processes and methods of distribution; and (4) geographical proximity.

The homebuilding operating segments that comprise each of our reportable segments are as follows:



Midwest	Southern	Mid-Atlantic
Columbus, Ohio	Tampa, Florida	Washington, D.C.
Cincinnati, Ohio	Orlando, Florida	Charlotte, North Carolina
Indianapolis, Indiana	Houston, Texas	Raleigh, North Carolina
Chicago, Illinois	San Antonio, Texas
Minneapolis/St. Paul, Minnesota	Austin, Texas
	Dallas/Fort Worth, Texas

The following table shows, by segment, revenue, operating income and interest expense for 2015, 2014 and 2013 , as well as the Company’s income before income taxes for such periods:



	Year Ended December 31,
(In thousands)	2015			2014			2013
Revenue:
Midwest homebuilding	$	500,873		$	426,090		$	336,242
Southern homebuilding	514,747			420,901			324,436
Mid-Atlantic homebuilding	366,800			338,067			347,565
Financial services ^(a)	35,975			30,122			28,539
Total revenue	$	1,418,395		$	1,215,180		$	1,036,782

Operating income:
Midwest homebuilding	$	51,436		$	37,484		$	21,469
Southern homebuilding	47,276			34,341			23,653
Mid-Atlantic homebuilding	25,144			27,502			27,297
Financial services ^(a)	21,032			15,616			15,798
Less: Corporate selling, general and administrative expenses	(33,094		)	(32,189		)	(29,524		)
Total operating income ^(b)	$	111,794		$	82,754		$	58,693

Interest expense:
Midwest homebuilding	$	4,005		$	3,001		$	4,923
Southern homebuilding	7,244			5,445			6,142
Mid-Atlantic homebuilding	4,656			3,480			3,491
Financial services ^(a)	1,616			1,439			1,382
Total interest expense	$	17,521		$	13,365		$	15,938

Equity in income of unconsolidated joint ventures	$	(498	)	$	(347	)	$	(306	)
Loss on early extinguishment of debt	7,842			—			1,726

Income before income taxes	$	86,929		$	69,736		$	41,335

Depreciation and amortization:
Midwest homebuilding	$	1,614		$	1,277		$	1,063
Southern homebuilding	2,069			1,584			1,230
Mid-Atlantic homebuilding	1,464			970			995
Financial services	1,213			201			138
Corporate	4,568			4,264			4,885
Total depreciation and amortization	$	10,928		$	8,296		$	8,311


(a)	Our financial services operational results should be viewed in connection with our homebuilding business as its operations originate loans and provide title services primarily for our homebuying customers, with the exception of a small amount of mortgage re-financing.


(b)	For the years ended December 31, 2015, 2014 and 2013 , total operating income was reduced by $3.6 million , $3.5 million and $5.8 million , respectively, related to impairment charges taken during the period.

The following tables show total assets by segment at December 31, 2015 and 2014 :



	December 31, 2015
(In thousands)	Midwest		Southern		Mid-Atlantic		Corporate, Financial Services and Unallocated		Total
Deposits on real estate under option or contract	$	3,379	$	16,128	$	4,203	$	—	$	23,710
Inventory ^(a)	368,748		416,443		303,141		—		1,088,332
Investments in unconsolidated joint ventures	5,976		30,991		—		—		36,967
Other assets	10,018		23,704		7,253		225,570		266,545
Total assets	$	388,121	$	487,266	$	314,597	$	225,570	$	1,415,554



	December 31, 2014
(In thousands)	Midwest		Southern		Mid-Atlantic		Corporate, Financial Services and Unallocated		Total
Deposits on real estate under option or contract	$	4,573	$	14,752	$	4,170	$	—	$	23,495
Inventory ^(a)	303,037		331,938		260,119		—		895,094
Investments in unconsolidated joint ventures	1,764		26,005		—		—		27,769
Other assets ^(b)	7,933		16,829		7,536		226,583		258,881
Total assets	$	317,307	$	389,524	$	271,825	$	226,583	$	1,205,239


(a)	Inventory includes single-family lots, land and land development costs; land held for sale; homes under construction; model homes and furnishings; community development district infrastructure; and consolidated inventory not owned.


(b)	Due to our election to early adopt ASU 2015-03, Corporate, Financial Services, and Unallocated Other assets for the year ended December 31, 2014 has been adjusted by $6.2 million to apply the new method retrospectively.

NOTE 16. Supplemental Guarantor Information

The Company’s obligations under the 2021 Senior Notes, the 2017 Convertible Senior Subordinated Notes and the 2018 Convertible Senior Subordinated Notes are not guaranteed by all of the Company’s subsidiaries and therefore, the Company has disclosed condensed consolidating financial information in accordance with SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered. The subsidiary guarantors of the 2021 Senior Notes, the 2017 Convertible Senior Subordinated Notes and the 2018 Convertible Senior Subordinated Notes are the same.

The following condensed consolidating financial information includes balance sheets, statements of income and cash flow information for M/I Homes, Inc. (the parent company and the issuer of the aforementioned guaranteed notes), the Guarantor Subsidiaries, collectively, and for all other subsidiaries and joint ventures of the Company (the “Unrestricted Subsidiaries”), collectively. Each Guarantor Subsidiary is a direct or indirect 100%-owned subsidiary of M/I Homes, Inc. and has fully and unconditionally guaranteed the (a) 2021 Senior Notes, on a joint and several senior unsecured basis, (b) 2017 Convertible Senior Subordinated Notes on a joint and several senior subordinated unsecured basis and (c) 2018 Convertible Senior Subordinated Notes on a joint and several senior subordinated unsecured basis.

There are no significant restrictions on the parent company’s ability to obtain funds from its Guarantor Subsidiaries in the form of a dividend, loan, or other means.

As of December 31, 2015 , each of the Company’s subsidiaries is a Guarantor Subsidiary, with the exception of subsidiaries that are primarily engaged in the business of mortgage financing, title insurance or similar financial businesses relating to the homebuilding and home sales business, certain subsidiaries that are not 100%-owned by the Company or another subsidiary, and other subsidiaries designated by the Company as Unrestricted Subsidiaries, subject to limitations on the aggregate amount invested in such Unrestricted Subsidiaries in accordance with the terms of the Credit Facility and the indenture governing the 2021 Senior Notes.

In the condensed financial tables presented below, the parent company presents all of its 100%-owned subsidiaries as if they were accounted for under the equity method. All applicable corporate expenses have been allocated appropriately among the Guarantor Subsidiaries and Unrestricted Subsidiaries.



CONDENSED CONSOLIDATING STATEMENTS OF INCOME

	Year Ended December 31, 2015
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries		Unrestricted Subsidiaries			Eliminations			Consolidated

Revenue	$	—	$	1,382,420	$	35,975		$	—		$	1,418,395
Costs and expenses:
Land and housing	—		1,114,663		—			—			1,114,663
Impairment of inventory and investment in unconsolidated joint ventures	—		3,638		—			—			3,638
General and administrative	—		77,662		15,546			—			93,208
Selling	—		95,092		—			—			95,092
Equity in income of unconsolidated joint ventures	—		—		(498		)	—			(498		)
Interest	—		15,905		1,616			—			17,521
Loss on early extinguishment of debt	—		7,842		—			—			7,842
Total costs and expenses	—		1,314,802		16,664			—			1,331,466

Income before income taxes	—		67,618		19,311			—			86,929

Provision for income taxes	—		28,758		6,408			—			35,166

Equity in subsidiaries	51,763		—		—			(51,763		)	—

Net income	$	51,763	$	38,860	$	12,903		$	(51,763	)	$	51,763

Preferred dividends	4,875		—		—			—			4,875

Net income to common shareholders	$	46,888	$	38,860	$	12,903		$	(51,763	)	$	46,888



CONDENSED CONSOLIDATING STATEMENTS OF INCOME

	Year Ended December 31, 2014
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries		Unrestricted Subsidiaries			Eliminations			Consolidated

Revenue	$	—	$	1,185,058	$	30,122		$	—		$	1,215,180
Costs and expenses:
Land and housing	—		958,991		—			—			958,991
Impairment of inventory and investment in unconsolidated joint ventures	—		3,457		—			—			3,457
General and administrative	—		73,747		15,083			—			88,830
Selling	—		81,148		—			—			81,148
Equity in income of unconsolidated joint ventures	—		—		(347		)	—			(347		)
Interest	—		11,926		1,439			—			13,365
Total costs and expenses	—		1,129,269		16,175			—			1,145,444

Income before income taxes	—		55,789		13,947			—			69,736

Provision for income taxes	—		14,341		4,606			—			18,947

Equity in subsidiaries	50,789		—		—			(50,789		)	—

Net income	$	50,789	$	41,448	$	9,341		$	(50,789	)	$	50,789

Preferred dividends	4,875		—		—			—			4,875

Net income to common shareholders	$	45,914	$	41,448	$	9,341		$	(50,789	)	$	45,914



	Year Ended December 31, 2013
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries			Unrestricted Subsidiaries			Eliminations			Consolidated

Revenue	$	—	$	1,008,243		$	28,539		$	—		$	1,036,782
Costs and expenses:
Land and housing	—		824,508			—			—			824,508
Impairment of inventory and investment in unconsolidated joint ventures	—		5,805			—			—			5,805
General and administrative	—		66,249			13,245			—			79,494
Selling	—		68,209			73			—			68,282
Equity in income of unconsolidated joint ventures	—		—			(306		)	—			(306		)
Interest	—		14,556			1,382			—			15,938
Loss on early extinguishment of debt	—		1,726			—			—			1,726
Total costs and expenses	—		981,053			14,394			—			995,447

Income before income taxes	—		27,190			14,145			—			41,335

(Benefit) provision for income taxes	—		(114,866		)	4,778			—			(110,088		)

Equity in subsidiaries	151,423		—			—			(151,423		)	—

Net income	$	151,423	$	142,056		$	9,367		$	(151,423	)	$	151,423

Preferred dividends	3,656		—			—			—			3,656
Excess of fair value over book value of preferred shares redeemed	2,190		—			—			—			2,190

Net income to common shareholders	$	145,577	$	142,056		$	9,367		$	(151,423	)	$	145,577



CONDENSED CONSOLIDATING BALANCE SHEET

	December 31, 2015
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries		Unrestricted Subsidiaries		Eliminations			Consolidated

ASSETS:
Cash and cash equivalents	$	—	$	—	$	18,156	$	(7,951	)	$	10,205
Restricted cash	—		2,896		—		—			2,896
Mortgage loans held for sale	—		—		127,001		—			127,001
Inventory	—		1,112,042		—		—			1,112,042
Property and equipment - net	—		12,222		675		—			12,897
Investment in unconsolidated joint ventures	—		17,425		19,542		—			36,967
Investment in subsidiaries	621,052		—		—		(621,052		)	—
Deferred income taxes, net of valuation allowances	—		67,255		149		—			67,404
Intercompany assets	408,847		—		—		(408,847		)	—
Other assets	2,626		32,335		11,181		—			46,142
TOTAL ASSETS	$	1,032,525	$	1,244,175	$	176,704	$	(1,037,850	)	$	1,415,554

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES:
Accounts payable	$	—	$	94,554	$	275	$	(7,951	)	$	86,878
Customer deposits	—		19,567		—		—			19,567
Intercompany liabilities	—		387,439		21,408		(408,847		)	—
Other liabilities	—		88,550		5,120		—			93,670
Community development district obligations	—		1,018		—		—			1,018
Obligation for consolidated inventory not owned	—		6,007		—		—			6,007
Notes payable bank - homebuilding operations	—		43,800		—		—			43,800
Notes payable bank - financial services operations	—		—		123,648		—			123,648
Notes payable - other	—		8,441		—		—			8,441
Convertible senior subordinated notes due 2017	56,518		—		—		—			56,518
Convertible senior subordinated notes due 2018	84,714		—		—		—			84,714
Senior notes	294,727		—		—		—			294,727
TOTAL LIABILITIES	435,959		649,376		150,451		(416,798		)	818,988

Shareholders’ equity	596,566		594,799		26,253		(621,052		)	596,566

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,032,525	$	1,244,175	$	176,704	$	(1,037,850	)	$	1,415,554



CONDENSED CONSOLIDATING BALANCE SHEET

	December 31, 2014
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries		Unrestricted Subsidiaries		Eliminations			Consolidated

ASSETS:
Cash and cash equivalents	$	—	$	3,872	$	11,663	$	—		$	15,535
Restricted cash	—		6,951		—		—			6,951
Mortgage loans held for sale	—		—		92,794		—			92,794
Inventory	—		918,589		—		—			918,589
Property and equipment - net	—		11,189		301		—			11,490
Investment in unconsolidated joint ventures	—		15,033		12,736		—			27,769
Investment in subsidiaries	576,468		—		—		(576,468		)	—
Deferred income taxes, net of valuation allowances	—		94,088		324		—			94,412
Intercompany assets	330,786		—		—		(330,786		)	—
Other assets ⁽¹⁾	3,089		24,378		10,232		—			37,699
TOTAL ASSETS	$	910,343	$	1,074,100	$	128,050	$	(907,254	)	$	1,205,239

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES:
Accounts payable	$	—	$	74,344	$	994	$	—		$	75,338
Customer deposits	—		11,759		—		—			11,759
Intercompany liabilities	—		314,946		15,840		(330,786		)	—
Other liabilities	—		74,413		5,310		—			79,723
Community development district obligations	—		2,571		—		—			2,571
Obligation for consolidated inventory not owned	—		608		—		—			608
Notes payable bank - homebuilding operations	—		30,000		—		—			30,000
Notes payable bank - financial services operations	—		—		85,379		—			85,379
Notes payable - other	—		9,518		—		—			9,518
Convertible senior subordinated notes due 2017 ⁽¹⁾	55,943		—		—		—			55,943
Convertible senior subordinated notes due 2018 ⁽¹⁾	84,006		—		—		—			84,006
Senior notes ⁽¹⁾	226,099		—		—		—			226,099
TOTAL LIABILITIES	366,048		518,159		107,523		(330,786		)	660,944

Shareholders’ equity	544,295		555,941		20,527		(576,468		)	544,295

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	910,343	$	1,074,100	$	128,050	$	(907,254	)	$	1,205,239


(1)	During 2015, we elected to early-adopt Accounting Standards Update 2015-03, Interest-Imputation of Interest . Certain amounts above have been adjusted to apply the new method retrospectively.



CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	Year Ended December 31, 2015
(In thousands)	M/I Homes, Inc.			Guarantor Subsidiaries			Unrestricted Subsidiaries			Eliminations			Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	7,178		$	(58,566	)	$	(23,593	)	$	(7,178	)	$	(82,159	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Restricted cash	—			3,849			—			—			3,849
Purchase of property and equipment	—			(3,156		)	(503		)	—			(3,659		)
Acquisition, net of cash acquired	—			(23,950		)	—			—			(23,950		)
Net proceeds from the sale of mortgage servicing rights	—			—			3,065			—			3,065
Intercompany investing	(3,338		)							3,338			—
Investments in and advances to unconsolidated joint ventures	—			(8,087		)	(10,075		)	—			(18,162		)
Return of capital from unconsolidated joint ventures	—			—			1,226			—			1,226
Net cash (used in) provided by investing activities	(3,338		)	(31,344		)	(6,287		)	3,338			(37,631		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of senior notes	—			(226,874		)	—			—			(226,874		)
Proceeds from issuance of senior notes	—			300,000			—			—			300,000
Proceeds from bank borrowings - homebuilding operations	—			417,300			—			—			417,300
Principal repayments of bank borrowings - homebuilding operations	—			(403,500		)	—			—			(403,500		)
Net proceeds from bank borrowings - financial services operations	—			—			38,269			—			38,269
Principal proceeds from notes payable - other and CDD bond obligations	—			(1,077		)	—			—			(1,077		)
Dividends paid	(4,875		)	—			(7,178		)	7,178			(4,875		)
Intercompany financing	—			5,929			5,360			(11,289		)	—
Debt issue costs	—			(5,740		)	(78		)	—			(5,818		)
Proceeds from exercise of stock options	1,035			—			—			—			1,035
Net cash (used in) provided by financing activities	(3,840		)	86,038			36,373			(4,111		)	114,460

Net decrease in cash and cash equivalents	—			(3,872		)	6,493			(7,951		)	(5,330		)
Cash and cash equivalents balance at beginning of period	—			3,872			11,663			—			15,535
Cash and cash equivalents balance at end of period	$	—		$	—		$	18,156		$	(7,951	)	$	10,205



CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	Year Ended December 31, 2014
(In thousands)	M/I Homes, Inc.			Guarantor Subsidiaries			Unrestricted Subsidiaries			Eliminations			Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	10,200		$	(143,672	)	$	10,997		$	(10,200	)	$	(132,675	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Restricted cash	—			7,122			—			—			7,122
Purchase of property and equipment	—			(2,793		)	(153		)	—			(2,946		)
Intercompany investing	(7,269		)	—			—			7,269			—
Investments in and advances to unconsolidated joint ventures	—			(14,435		)	(5,980		)	—			(20,415		)
Return of capital from unconsolidated joint ventures	—			275			1,248			—			1,523
Net proceeds from the sale of mortgage servicing rights	—			—			2,135			—			2,135
Net cash (used in) provided by investing activities	(7,269		)	(9,831		)	(2,750		)	7,269			(12,581		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank borrowings - homebuilding operations	—			192,600			—			—			192,600
Principal repayments of bank borrowings - homebuilding operations	—			(162,600		)	—			—			(162,600		)
Net proceeds from bank borrowings - financial services operations	—			—			5,350			—			5,350
Principal repayments of notes payable - other and CDD bond obligations	—			1,728			—			—			1,728
Dividends paid	(4,875		)	—			(10,200		)	10,200			(4,875		)
Intercompany financing	—			14,244			(6,975		)	(7,269		)	—
Debt issue costs	—			(2,004		)	(77		)	—			(2,081		)
Proceeds from exercise of stock options	1,944			—			—			—			1,944
Net cash (used in) provided by financing activities	(2,931		)	43,968			(11,902		)	2,931			32,066

Net decrease in cash and cash equivalents	—			(109,535		)	(3,655		)	—			(113,190		)
Cash and cash equivalents balance at beginning of period	—			113,407			15,318			—			128,725
Cash and cash equivalents balance at end of period	$	—		$	3,872		$	11,663		$	—		$	15,535



CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	Year Ended December 31, 2013
(In thousands)	M/I Homes, Inc.			Guarantor Subsidiaries			Unrestricted Subsidiaries			Eliminations			Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	7,100		$	(72,633	)	$	(1,341	)	$	(7,100	)	$	(73,974	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Restricted cash	—			(5,185		)	—			—			(5,185		)
Purchase of property and equipment	—			(2,146		)	(236		)	—			(2,382		)
Investments in and advances to unconsolidated joint ventures	—			(13,525		)	(15,984		)	—			(29,509		)
Return of capital from unconsolidated joint ventures	—			—			1,522			—			1,522
Net cash used in investing activities	—			(20,856		)	(14,698		)	—			(35,554		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible senior subordinated notes due 2018	86,250			—			—			—			86,250
Proceeds from issuance of common shares	54,617			—			—			—			54,617
Redemption of preferred shares	(50,352		)	—			—			—			(50,352		)
Net proceeds from bank borrowings - financial services operations	—			—			12,072			—			12,072
Principal proceeds from note payable - other and CDD bond obligations	—			(3,315		)	—			—			(3,315		)
Dividends paid	(3,656		)	—			(7,100		)	7,100			(3,656		)
Intercompany financing	(96,599		)	89,279			7,320			—			—
Debt issue costs	—			(5,402		)	(99		)	—			(5,501		)
Proceeds from exercise of stock options	2,640			—			—			—			2,640
Net cash (used in) provided by financing activities	(7,100		)	80,562			12,193			7,100			92,755

Net increase in cash and cash equivalents	—			(12,927		)	(3,846		)	—			(16,773		)
Cash and cash equivalents balance at beginning of period	—			126,334			19,164			—			145,498
Cash and cash equivalents balance at end of period	$	—		$	113,407		$	15,318		$	—		$	128,725

NOTE 17. Supplementary Financial Data

The following tables set forth our selected consolidated financial and operating data for the quarterly periods indicated.



	December 31, 2015		September 30, 2015		June 30, 2015		March 31, 2015
	December 31, 2015		September 30, 2015		June 30, 2015		March 31, 2015
(In thousands, except per share amounts)	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Revenue	$	468,923	$	363,457	$	322,856	$	263,159
Gross margin	$	94,816	$	78,041	$	70,261	$	56,976
Net income to common shareholders	$	12,056	$	14,352	$	12,131	$	8,349
Earnings per common share:
Basic	$	0.49	$	0.58	$	0.49	$	0.34
Diluted	$	0.43	$	0.51	$	0.43	$	0.31
Weighted average common shares outstanding:
Basic	24,649		24,605		24,531		24,514
Diluted	30,107		30,067		30,023		29,975

	December 31, 2014		September 30, 2014		June 30, 2014		March 31, 2014
	December 31, 2014		September 30, 2014		June 30, 2014		March 31, 2014
(In thousands, except per share amounts)	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Revenue	$	367,964	$	330,767	$	281,608	$	234,841
Gross margin	$	73,759	$	68,509	$	59,587	$	50,877
Net income to common shareholders	$	9,767	$	12,399	$	12,335	$	11,413
Earnings per common share:
Basic	$	0.40	$	0.51	$	0.50	$	0.47
Diluted	$	0.36	$	0.44	$	0.44	$	0.41
Weighted average common shares outstanding:
Basic	24,489		24,474		24,470		24,417
Diluted	29,944		29,921		29,913		29,870


Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.


Item 9A.	CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

An evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) was performed by the Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, as required by Rule 13a-15(b) under the Exchange Act. Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K.

Management’s Annual Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The Company’s management, with the participation of the principal executive officer and the principal financial officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015 . In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013) . Based on this assessment, management believes that, as of December 31, 2015 , the Company’s internal control over financial reporting was effective.

The effectiveness of our internal control over financial reporting as of December 31, 2015 has been audited by Deloitte & Touche LLP, our independent registered public accounting firm, as stated in its attestation report included on page 88 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Item 9B.	OTHER INFORMATION

None.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of M/I Homes, Inc.

Columbus, Ohio

We have audited the internal control over financial reporting of M/I Homes, Inc. and subsidiaries (the “Company”) as of December 31, 2015 , based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015 , based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2015 of the Company and our report dated February 26, 2016 expressed an unqualified opinion on those consolidated financial statements.

/s/ DELOITTE & TOUCHE LLP

Deloitte & Touche LLP

Columbus, Ohio

February 26, 2016

PART III


Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated herein by reference to our definitive Proxy Statement relating to the 2016 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Exchange Act.

We have adopted a Code of Business Conduct and Ethics that applies to our directors and all employees of the Company. The Code of Business Conduct and Ethics is posted on our website, www.mihomes.com. We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of our Code of Business Conduct and Ethics that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website. Copies of the Code of Business Conduct and Ethics will be provided free of charge upon written request directed to Investor Relations, M/I Homes, Inc., 3 Easton Oval, Suite 500, Columbus, OH 43219.


Item 11.	EXECUTIVE COMPENSATION

The information required by this item is incorporated herein by reference to our definitive Proxy Statement relating to the 2016 Annual Meeting of Shareholders.


Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The information required by this item is incorporated herein by reference to our definitive Proxy Statement relating to the 2016 Annual Meeting of Shareholders.


Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated herein by reference to our definitive Proxy Statement relating to the 2016 Annual Meeting of Shareholders.


Item 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item is incorporated herein by reference to our definitive Proxy Statement relating to the 2016 Annual Meeting of Shareholders.

PART IV


Item 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES



(a) Documents filed as part of this report .
	(1) The following financial statements are contained in Item 8:
			Page in this report

		Financial Statements

		Report of Independent Registered Public Accounting Firm	47
		Consolidated Statements of Income for the Years Ended December 31, 2015, 2014 and 2013	48
		Consolidated Balance Sheets as of December 31, 2015 and 2014	49
		Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2015, 2014 and 2013	50
		Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013	51
		Notes to Consolidated Financial Statements	52

	(2) Financial Statement Schedules:

		None required.

	(3) Exhibits:

The following exhibits required by Item 601 of Regulation S-K are filed as part of this report:



Exhibit Number		Description

3.1		Amended and Restated Articles of Incorporation of M/I Homes, Inc., incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (File No. 1-12434).

3.2		Amended and Restated Regulations of M/I Homes, Inc., incorporated herein by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (File No. 1-12434).

3.3		Amendment to Article I(f) of the Amended and Restated Regulations of M/I Homes, Inc., incorporated herein by reference to Exhibit 3.1(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (File No. 1-12434).

3.4		Amendment to Article II(f) of the Amended and Restated Regulations of M/I Homes, Inc., incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 13, 2009 (File No. 1-12434).

4.1		Specimen certificate representing M/I Homes, Inc.’s common shares, par value $.01 per share, incorporated herein by reference to Exhibit 4 to the Company’s Registration Statement on Form S-1, Commission File No. 33-68564.

4.2		Specimen certificate representing M/I Homes, Inc.’s 9.75% Series A Preferred Shares, par value $.01 per share, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 15, 2007 (File No. 1-12434).

4.3		Indenture, dated as of November 12, 2010, by and among M/I Homes, Inc., the guarantors named therein and U.S. Bank National Association, as trustee of M/I Homes, Inc.’s 8.625% Senior Notes due 2018, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 12, 2010.

4.4		Indenture, dated as of September 11, 2012, by and among the Company, the Guarantors and U.S. Bank National Association, as Trustee, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 11, 2012.



4.5		Supplemental Indenture, dated as of September 11, 2012, by and among the Company, the Guarantors and U.S. Bank National Association, as Trustee, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 11, 2012.

4.6		Form of 3.25% Convertible Senior Subordinated Note due 2017, incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 11, 2012.

4.7		Form of Guarantee of 3.25% Convertible Senior Subordinated Notes due 2017, incorporated herein by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on September 11, 2012.

4.8		Supplemental Indenture, dated as of March 11, 2013, by and among the Company, the Guarantors and U.S. Bank National Association, as Trustee, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K/A filed March 12, 2013.

4.9		Form of 3.0% Convertible Senior Subordinated Note due 2018, incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K/A filed March 12, 2013.

4.10		Form of Guarantee of 3.0% Convertible Senior Subordinated Notes due 2018, incorporated herein by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K/A filed March 12, 2013.

4.11		Indenture, dated as of December 1, 2015, by and among M/I Homes, Inc., the guarantors named therein and U.S. Bank National Association, as trustee of M/I Homes, Inc.’s 6.75% Senior Notes due 2021, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 2, 2015.

4.12		Form of 6.75% Senior Notes due 2021 incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 2, 2015.

4.13		Registration Rights Agreement, dated as of December 1, 2015, by and among M/I Homes, Inc., the guarantors named therein and the initial purchasers named therein, dated as of December 1, 2015, incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on December 2, 2015.

10.1*		M/I Homes, Inc. 401(k) Profit Sharing Plan, as amended and restated on November 20, 2007, incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed on August 27, 2010 (File No. 333-169074).

10.2*		Amendment to the M/I Homes, Inc. 401(k) Profit Sharing Plan, dated December 4, 2008, incorporated herein by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-8 filed on August 27, 2010 (File No. 333-169074).

10.3*		Amendment to the M/I Homes, Inc. 401(k) Profit Sharing Plan, dated September 14, 2009, incorporated herein by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-8 filed on August 27, 2010 (File No. 333-169074).

10.4		Credit Agreement dated July 18, 2013 by and among M/I Homes, Inc., as borrower, the lenders party thereto and PNC Bank, National Association, as administrative agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 19, 2013.

10.5		First Amendment to Credit Agreement dated October 20, 2014 by and among M/I Homes, Inc., as borrower, the lenders party thereto and PNC Bank, National Association, as administrative agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 23, 2014.

10.6		Commitment Increase Activation Notice dated August 28, 2015, by and among M/I Homes, Inc., as borrower, the lenders party thereto, and PNC Bank, National Association, as administrative agent incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 31, 2015.

10.7		Amended and Restated Mortgage Warehousing Agreement dated as of March 29, 2013 by and among M/I Financial, as borrower, the lenders party thereto and Comerica Bank, as administrative agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 3, 2013.



10.8		First Amendment dated March 28, 2014 to the Amended and Restated Mortgage Warehousing Agreement dated as of March 29, 2013 by and among M/I Financial, as borrower, the lenders party thereto and Comerica Bank, as administrative agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 1, 2014.

10.9		Second Amendment dated March 2, 2015 to Amended and Restated Mortgage Warehousing Agreement dated as of March 29, 2013 by and among M/I Financial, as borrower, the lenders party thereto and Comerica Bank, as administrative agent incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.

10.10		Third Amendment to Amended and Restated Mortgage Warehousing Agreement, dated June 26, 2015, by and among M/I Financial, LLC, as borrower, the lenders party thereto and Comerica Bank, as administrative agent (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 29, 2015).

10.11		Fourth Amendment to Amended and Restated Mortgage Warehousing Agreement, dated December 10, 2015, by and among M/I Financial, LLC, as borrower, the lenders party thereto and Comerica Bank, as administrative agent (filed herewith).

10.12		Master Repurchase Agreement between M/I Financial and Sterling National Bank dated November 13, 2012, incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

10.13		Amendment No. 1 to Master Repurchase Agreement dated as of March 18, 2013 by and between M/I Financial and Sterling National Bank, incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

10.14		Amendment No. 2 to Master Repurchase Agreement dated as of November 6, 2013 by and between M/I Financial Corp. and Sterling National Bank incorporated herein by reference to the Company Annual Report on Form 10-K for the year ended December 31, 2013.

10.15		Amendment No. 3 to Master Repurchase Agreement dated as of November 4, 2014 by and between M/I Financial Corp. and Sterling National Bank incorporated herein by reference to the Company Annual Report on Form 10-K for the year ended December 31, 2014.

10.16		Amended and Restated Master Repurchase Agreement dated as of November 3, 2015 by and between M/I Financial and Sterling National Bank (filed herewith).

10.17		Amendment No. 1 to Amended and Restated Master Repurchase Agreement dated as of December 2, 2015 by and between M/I Financial and Sterling National Bank (filed herewith).

10.18		Fifth Amended and Restated Master Letter of Credit Facility Agreement by and between U.S. Bank National Association and M/I Homes, Inc., dated as of September 30, 2014, incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.

10.19		Sixth Amended and Restated Master Letter of Credit Facility Agreement by and between U.S. Bank National Association and M/I Homes, Inc., dated as of September 30, 2015, incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.

10.20		Letter of Credit Agreement by and between Regions Bank and M/I Homes, Inc., dated as of July 27, 2009, incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on July 30, 2009 (File No. 1-12434).

10.21		First Amendment to Letter of Credit Agreement by and between Regions Bank and M/I Homes, Inc., dated as of August 16, 2010, incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 17, 2010 (File No. 1-12434).

10.22		Third Amendment to Letter of Credit Agreement by and between Regions Bank and M/I Homes, Inc., dated as of August 31, 2012, incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.



10.23		Fourth Amendment to Letter of Credit Agreement by and between Regions Bank and M/I Homes, Inc., dated as of August 31, 2013, incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.

10.24		Fifth Amendment to Letter of Credit Agreement by and between Regions Bank and M/I Homes, Inc., dated as of August 31, 2014, incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.

10.25		Sixth Amendment to Letter of Credit Agreement by and between Regions Bank and M/I Homes, Inc., dated as of August 31, 2015, incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.

10.26		Continuing Letter of Credit Agreement by and between Wells Fargo Bank, National Association and M/I Homes, Inc., dated as of June 4, 2010, incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on August 17, 2010 (File No. 1-12434).

10.27*		M/I Homes, Inc. 1993 Stock Incentive Plan as Amended, dated April 22, 1999, incorporated herein by reference to Exhibit 4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No. 1-12434).

10.28*		First Amendment to M/I Homes, Inc. 1993 Stock Incentive Plan as Amended, dated August 11, 1999, incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 (File No. 1-12434).

10.29*		Second Amendment to M/I Homes, Inc. 1993 Stock Incentive Plan as Amended, dated February 13, 2001, incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (File No. 1-12434).

10.30*		Third Amendment to M/I Homes, Inc. 1993 Stock Incentive Plan as Amended, dated April 27, 2006, incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (File No. 1-12434).

10.31*		Fourth Amendment to M/I Homes, Inc. 1993 Stock Incentive Plan as Amended, effective as of August 28, 2008, incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (File No. 1-12434).

10.32*		M/I Homes, Inc. Amended and Restated 2006 Director Equity Incentive Plan, effective as of August 28, 2008, incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (File No. 1-12434).

10.33*		M/I Homes, Inc. Amended and Restated Director Deferred Compensation Plan, effective as of August 28, 2008, incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (File No. 1-12434).

10.34*		M/I Homes, Inc. Amended and Restated Executives’ Deferred Compensation Plan, effective as of August 28, 2008, incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (File No. 1-12434).

10.35*		Collateral Assignment Split-Dollar Agreement, dated as of September 24, 1997, by and between M/I Homes, Inc. and Phillip Creek, incorporated herein by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (File No. 1-12434).

10.36*		Change of Control Agreement between M/I Homes, Inc. and Robert H. Schottenstein, dated as of July 3, 2008, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 3, 2008 (File No. 1-12434).

10.37*		Change of Control Agreement between M/I Homes, Inc. and Phillip G. Creek, dated as of July 3, 2008, incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 3, 2008 (File No. 1-12434).

10.38*		Change of Control Agreement between M/I Homes, Inc. and J. Thomas Mason, dated as of July 3, 2008, incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on July 3, 2008 (File No. 1-12434).




10.39*		M/I Homes, Inc. 2009 Long-Term Incentive Plan, as amended effective May 6, 2014, incorporated herein by reference to Appendix A to the Company’s proxy statement on Schedule 14A relating to the 2014 Annual Meeting of Shareholders of the Company filed on April 2, 2014.

10.40*		Form of Stock Units Award Agreement for Directors under the M/I Homes, Inc. 2009 Long-Term Incentive Plan, incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 (File No. 1-12434).

10.41*		Form of Nonqualified Stock Option Award Agreement for Employees under the M/I Homes, Inc. 2009 Long-Term Incentive Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 11, 2010 (File No. 1-12434).

10.42*		Form of Performance Share Unit Award Agreement under the M/I Homes, Inc. 2009 Long-Term Incentive Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 7, 2014.



21		Subsidiaries of M/I Homes, Inc. (Filed herewith.)

23		Consent of Deloitte & Touche LLP. (Filed herewith.)

24		Powers of Attorney. (Filed herewith.)

31.1		Certification by Robert H. Schottenstein, Chief Executive Officer, pursuant to Item 601 of Regulation S-K as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

31.2		Certification by Phillip G. Creek, Chief Financial Officer, pursuant to Item 601 of Regulation S-K as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

32.1		Certification by Robert H. Schottenstein, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

32.2		Certification by Phillip G. Creek, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

101.INS		XBRL Instance Document. (Furnished herewith.)

101.SCH		XBRL Taxonomy Extension Schema Document. (Furnished herewith.)

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document. (Furnished herewith.)

101.LAB		XBRL Taxonomy Extension Label Linkbase Document. (Furnished herewith.)

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document. (Furnished herewith.)

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document. (Furnished herewith.)

* Management contract or compensatory plan or arrangement.



(b) Exhibits .

		Reference is made to Item 15(a)(3) above for a complete list of exhibits that are filed with this report. The following is a list of exhibits, included in Item 15(a)(3) above, that are filed concurrently with this report.



Exhibit Number		Description

10.11		Fourth Amendment to Amended and Restated Mortgage Warehousing Agreement, dated December 10, 2015, by and among M/I Financial, LLC, as borrower, the lenders party thereto and Comerica Bank, as administrative agent.

10.16		Amended and Restated Master Repurchase Agreement dated as of November 3, 2015 by and between M/I Financial and Sterling National Bank.

10.17		Amendment No. 1 to Amended and Restated Master Repurchase Agreement dated as of December 2, 2015 by and between M/I Financial and Sterling National Bank.

21		Subsidiaries of M/I Homes, Inc.

23		Consent of Deloitte & Touche LLP.

24		Powers of Attorney.

31.1		Certification by Robert H. Schottenstein, Chief Executive Officer, pursuant to Item 601 of Regulation S-K as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification by Phillip G. Creek, Chief Financial Officer, pursuant to Item 601 of Regulation S-K as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification by Robert H. Schottenstein, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification by Phillip G. Creek, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document. (Furnished herewith.)

101.SCH		XBRL Taxonomy Extension Schema Document. (Furnished herewith.)

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document. (Furnished herewith.)

101.LAB		XBRL Taxonomy Extension Label Linkbase Document. (Furnished herewith.)

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document. (Furnished herewith.)

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document. (Furnished herewith.)



(c) Financial statement schedules

		None required.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 26th day of February 2016.



M/I Homes, Inc.
(Registrant)

By:	/s/Robert H. Schottenstein
	Robert H. Schottenstein
	Chairman of the Board,
	Chief Executive Officer and President
	(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 26th day of February 2016.



NAME AND TITLE		NAME AND TITLE

FRIEDRICH K. M. BÖHM*		/s/Robert H. Schottenstein
Friedrich K. M. Böhm		Robert H. Schottenstein
Director		Chairman of the Board,
		Chief Executive Officer and President
WILLIAM H. CARTER*		(Principal Executive Officer)
William H. Carter
Director		/s/Phillip G. Creek
		Phillip G. Creek
MICHAEL P. GLIMCHER*		Executive Vice President,
Michael P. Glimcher		Chief Financial Officer and Director
Director		(Principal Financial Officer)

NANCY J. KRAMER*		/s/Ann Marie W. Hunker
Nancy J. Kramer		Ann Marie W. Hunker
Director		Vice President, Corporate Controller
		(Principal Accounting Officer)
J.THOMAS MASON*
J. Thomas Mason
Executive Vice President, Chief Legal
Officer, Secretary and Director

NORMAN L. TRAEGER*
Norman L. Traeger
Director

SHAREN J. TURNEY*
Sharen J. Turney
Director

*The above-named directors of the registrant execute this report by Phillip G. Creek, their Attorney-in-Fact, pursuant to the powers of attorney executed by the above-named directors, which powers of attorney are filed as Exhibit 24 to this report.



By:	/s/Phillip G. Creek
	Phillip G. Creek, Attorney-In-Fact

FOURTH AMENDMENT TO AMENDED AND RESTATED MORTGAGE WAREHOUSING AGREEMENT

This Fourth Amendment to Amended and Restated Mortgage Warehousing Agreement (“Fourth Amendment”) is made as of December 10, 2015, by and among M/I Financial, LLC (f/k/a M/I Financial Corp.) (“Borrower”), the Lenders (as defined below) and Comerica Bank, as administrative agent for the Lenders (in such capacity, the “Agent”).

RECITALS

A. Borrower entered into that certain Amended and Restated Mortgage Warehousing Agreement dated March 29, 2013, by and among the financial institutions from time to time signatory thereto (each, individually, a “Lender,” and any and all such financial institutions collectively the “Lenders”), Agent and Borrower (as amended, restated or otherwise modified from time to time, the “Mortgage Warehousing Agreement”).

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

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

1. The following definition set forth in Section 1.1 of the Mortgage Warehousing Agreement is amended and restated in its entirety as follows:

“Revolving Credit Aggregate Commitment” shall mean (a) during the Step-Up Period, One Hundred Thirty Million Dollars ($130,000,000) and (b) at all other times, One Hundred Ten Million Dollars ($110,000,000), in each case, subject to reduction or termination under Section 2.9 or 7.2 hereof, and subject to increase under Section 2.11 hereof.

2. The following new definitions are hereby added to Section 1.1 of the Mortgage Warehousing Agreement in alphabetical order as follows:

“Fourth Amendment Effective Date” shall mean December 10, 2015.

“Step-Up Period” shall mean the period from the Fourth Amendment Effective Date to February 1, 2016.

3. Schedule 1.1 to the Mortgage Warehousing Agreement is hereby deleted and replaced with Schedule 1.1 attached hereto as Attachment 1.

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


(a)	Agent shall have received via facsimile or portable digital format (followed by the prompt delivery of original signatures) counterpart originals of this Fourth Amendment, in each case duly executed and delivered by the Agent, Borrower and the Lenders.


(b)	Agent shall have received fully executed replacement Revolving Credit Notes issued by Borrower to each Lender, each in form and substance satisfactory to Agent.


(c)	Borrower shall have paid to the Agent all fees or amounts, if any, that are due and owing to the Agent as of the Fourth Amendment Effective Date.

5. Borrower and each of the undersigned hereby represents and warrants that, after giving effect to the amendments to the Mortgage Warehousing Agreement contained herein, (a) the execution and delivery of this Fourth Amendment are within such party’s limited liability company powers, have been duly authorized, are not in contravention of law or the terms of its organizational documents, and except as have been previously obtained do not require the consent or approval, material to the amendments contemplated in this Fourth Amendment, of any governmental body, agency or authority, and this Fourth Amendment and the Mortgage Warehousing Agreement (as amended herein) will constitute the valid and binding obligations of such undersigned party, enforceable in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether enforcement is sought in a proceeding in equity or at law), (b) the representations and warranties set forth in Article 4 of the Mortgage Warehousing Agreement are true and correct in all material respects on and as of the date hereof (other than any representation or warranty that expressly speaks only as of a certain date), and (c) as of the date first above written and as of the Fourth Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

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

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

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

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

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

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

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

M/I FINANCIAL, LLC

By:

Its:

COMERICA BANK , as Agent and a Lender

By:

Name:

Title:

THE HUNTINGTON NATIONAL BANK , as a Lender

By:

Name:

Title:

BMO HARRIS BANK N.A. , as a Lender

By:

Name:

Title:

ATTACHMENT 1

Schedule 1.1

Percentages and Allocations

Revolving Credit Facilities

During Step-Up Period:



LENDERS	REVOLVING CREDIT PERCENTAGE	REVOLVING CREDIT ALLOCATIONS
Comerica Bank	40.90909091%	$53,181,818.18
The Huntington National Bank	31.81818182%	$41,363,636.37
BMO Harris Bank N.A.	27.27272727%	$35,454,545.45
TOTALS	100%	$130,000,000

At all other times:



LENDERS	REVOLVING CREDIT PERCENTAGE	REVOLVING CREDIT ALLOCATIONS
Comerica Bank	40.90909091%	$45,000,000
The Huntington National Bank	31.81818182%	$35,000,000
BMO Harris Bank N.A.	27.27272727%	$30,000,000
TOTALS	100%	$110,000,000

Detroit_7961375_2

EXECUTION

AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

Between:

STERLING NATIONAL BANK, as Buyer

and

M/I FINANCIAL, LLC, as Seller

Dated as of November 3, 2015

TABLE OF CONTENTS

Page

SECTION 1. APPLICABILITY; INCORPORATION OF CUSTOMER GUIDE 1

SECTION 2. DEFINITIONS 1

SECTION 3. INITIATION; TERMINATION 2

SECTION 4. MARGIN AMOUNT MAINTENANCE 5

SECTION 5. COLLECTIONS; INCOME PAYMENTS 6

SECTION 6. REQUIREMENTS OF LAW 7

SECTION 7. TAXES. 8

SECTION 8. SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT 9

SECTION 9. PAYMENT, TRANSFER; ACCOUNTS AND CUSTODY 10

SECTION 10. DELIVERY OF DOCUMENTS 11

SECTION 11. REPRESENTATIONS 11

SECTION 12. COVENANTS 16

SECTION 13. EVENTS OF DEFAULT 20

SECTION 14. REMEDIES 22

SECTION 15. INDEMNIFICATION AND EXPENSES; RECOURSE 24

SECTION 16. SERVICING 25

SECTION 17. DUE DILIGENCE 26

SECTION 18. ASSIGNABILITY 27

SECTION 19. TRANSFER AND MAINTENANCE OF REGISTER. 28

‑i‑

SECTION 20. HYPOTHECATION OR PLEDGE OF PURCHASED MORTGAGE LOANS 28

SECTION 21. RESERVED 28

SECTION 22. SET‑OFF 28

SECTION 23. TERMINABILITY 29

SECTION 24. NOTICES AND OTHER COMMUNICATIONS 29

SECTION 25. USE OF THE WAREHOUSE ELECTRONIC SYSTEM AND OTHER ELECTRONIC MEDIA 29

SECTION 26. ENTIRE AGREEMENT; SEVERABILITY; SINGLE AGREEMENT 31

SECTION 27. GOVERNING LAW 31

SECTION 28. SUBMISSION TO JURISDICTION; WAIVERS 32

SECTION 29. NO WAIVERS, ETC. 32

SECTION 30. NETTING 33

SECTION 31. CONFIDENTIALITY 33

SECTION 32. INTENT 34

SECTION 33. DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS 35

SECTION 34. MISCELLANEOUS 35

SECTION 35. GENERAL INTERPRETIVE PRINCIPLES 36

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EXHIBITS

SCHEDULE 1 Schedule of Defined Terms

SCHEDULE 2 Schedule of Facility Information

SCHEDULE 3 Schedule of Representations and Warranties

EXHIBIT A [ Reserved ]

EXHIBIT B Form of Seller’s Officer’s Certificate

EXHIBIT C Form of Servicer Notice

EXHIBIT D Form of Bailee Letter

EXHIBIT E Form of Power of Attorney

EXHIBIT F Form of Seller’s Compliance Certificate

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AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

This is an AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (the “ Agreement ”), dated as of November 3, 2015, between M/I FINANCIAL, LLC , an Ohio limited liability company (the “ Seller ”), and STERLING NATIONAL BANK , a national banking association (the “ Buyer ”).

The Buyer and the Seller previously entered into a Master Repurchase Agreement, dated as of November 13, 2012 (the “ Existing Repurchase Agreement ”).

The parties hereto have requested that the Existing Repurchase Agreement be amended and restated, in its entirety, on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follow:


SECTION 1.	APPLICABILITY; INCORPORATION OF CUSTOMER GUIDE

From time to time the parties hereto may enter into transactions in which Seller agrees to transfer to Buyer Mortgage Loans on a servicing released basis against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Mortgage Loans on a servicing released basis on the Repurchase Date, against the transfer of funds by Seller. Each such transaction shall be referred to herein as a “ Transaction ” and shall be governed by this Agreement (including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder), unless otherwise agreed in writing. This Agreement constitutes a commitment by Buyer to enter into Transactions under the Agreement. The parties acknowledge that Buyer has committed to enter into Transactions with Seller on a committed basis, subject to satisfaction of all terms and conditions of the Agreement.

The Customer Guide is one of the Program Documents as defined below. Such Customer Guide is incorporated by reference into this Agreement and each Seller Party agrees to adhere to all terms, conditions and requirements of the Customer Guide. Buyer may amend the Customer Guide from time to time as more particularly described in Section 34(e). In the event of a conflict or inconsistency between this Agreement and the Customer Guide, the terms of this Agreement shall govern unless subsequently amended by amendments to Customer Guide. Each Seller Party’s execution and delivery of this Agreement constitutes such Seller Party’s acknowledgment of receipt of the Customer Guide and such Seller Party’s agreement to the terms and conditions set forth therein and herein with respect thereto.


SECTION 2.	DEFINITIONS

As used herein, the defined terms set forth on Schedule 1 hereto shall have the meanings set forth therein (all terms defined therein or in other provisions of this Agreement in the singular to have the same meanings when used in the plural and vice versa ). Additionally, the following terms shall have the meanings defined in the Uniform Commercial Code: accounts, chattel paper (including electronic chattel paper), goods (including inventory and equipment and any accessions thereto), instruments (including promissory notes), documents, investment property, general intangibles (including payment intangibles and software), and supporting obligations, products and proceeds.


SECTION 3.	INITIATION; TERMINATION

(a) Conditions Precedent to Initial Transaction . Buyer’s agreement to enter into the initial Transaction hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the condition precedent that Buyer shall have received from Seller any fees and expenses payable hereunder, and all of the following documents, each of which shall be satisfactory to Buyer and its counsel in form and substance:

(i) The following Program Documents, duly executed and delivered to Buyer:

(A) Agreement . This Agreement, duly executed by the parties thereto.

(B) Electronic Tracking Agreement . For all Mortgage Loans which are registered on the MERS® System, an Electronic Tracking Agreement entered into, duly executed and delivered by the parties thereto, in full force and effect, free of any modification, breach or waiver.

(ii) Organizational Documents . Certified copies of the organizational documents of each Seller Party.

(iii) Good Standing Certificate . A certified copy of a good standing certificate from the jurisdiction of organization of each Seller Party, dated as of no earlier than the date 10 Business Days prior to the Purchase Date with respect to the initial Transaction hereunder.

(iv) Officer’s Certificate . An officer’s certificate of each Seller Party in form and substance as set forth in Exhibit B attached hereto.

(v) [ Reserved ].

(vi) Security Interest . Evidence that all other actions necessary or, in the opinion of Buyer, desirable to perfect and protect Buyer’s interest in the Purchased Mortgage Loans and other Repurchase Assets have been taken, including, without limitation, UCC searches and duly authorized and filed Uniform Commercial Code financing statements on Form UCC‑1.

(vii) Insurance . Evidence that Seller obtained the insurance policies required by Section 12 (l) hereof, and evidence that Buyer has been named as a loss payee under its Fidelity Insurance and as a direct loss payee/right of action under its errors and omissions insurance policy.

(viii) Fees . Payment of any Warehouse Fees and other costs and expenses due to Buyer hereunder.

(ix) Other Documents . Such other documents as Buyer may reasonably request, in form and substance reasonably acceptable to Buyer.

(b) Conditions Precedent to all Transactions . Upon satisfaction of the conditions set forth in this Section 3(b), Buyer may enter into a Transaction with Seller. Buyer’s entering into each

‑2‑

Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the intended use thereof:

(i) Due Diligence Review . Without limiting the generality of Section 17 of the Agreement, Buyer shall have completed, to its satisfaction, its preliminary due diligence review of the related Mortgage Loans and the Seller Parties.

(ii) No Default . No Default or Event of Default shall have occurred and be continuing under the Program Documents.

(iii) Representations and Warranties . Both immediately prior to the Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by each Seller Party in Section 11 of the Agreement, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

(iv) Maximum Purchase Price . After giving effect to the requested Transaction, the aggregate outstanding Purchase Price paid by Buyer for all Purchased Mortgage Loans subject to then outstanding Transactions under this Agreement shall not exceed the Maximum Purchase Price.

(v) No Margin Deficit . After giving effect to the requested Transaction, the Asset Value of all Purchased Mortgage Loans exceeds the aggregate Repurchase Price for such Transactions.

(vi) Transaction Request . On or prior to the times set forth in the Customer Guide, on the related Purchase Date, Seller shall have delivered to Buyer a Transaction Request via the Warehouse Electronic System, and the pre-funding documents specified in the Customer Guide.

(vii) Delivery of Wet File and Mortgage File . Seller shall have delivered to Buyer (A) with respect to each Purchased Mortgage Loan which is not a Wet Loan by the time set forth in the Customer Guide on the Purchase Date, the Mortgage File and (B) with respect to each Wet Loan, (y) by the time set forth in the Customer Guide on the Purchase Date, the Wet File, and (z) on or prior to the Wet Delivery Deadline, the Mortgage File.

(viii) MERS . Evidence that Buyer has been registered as the “warehouse lender” on the MERS System.

(ix) Fees and Expenses . Buyer shall have received all fees and expenses of counsel to Buyer as contemplated by Sections 9 and 15(b) which amounts, at Buyer’s option, may be, with prior notice to Seller, withheld from the proceeds remitted by Buyer to Seller pursuant to any Transaction hereunder; and

(x) No Material Adverse Change . None of the following shall have occurred and be continuing:

(A) an event or events shall have occurred in the good faith determination of Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by securities or an event or events shall have occurred

‑3‑

resulting in Buyer not being able to finance Purchased Mortgage Loans through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or

(B) an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by mortgage loans or an event or events shall have occurred resulting in Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or

(C) there shall have occurred a material adverse change in the financial condition of Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of Buyer to fund its obligations under this Agreement;

(D) there shall have occurred (i) a material change in financial markets, an outbreak or escalation of hostilities or a material change in national or international political, financial or economic conditions; (ii) a general suspension of trading on major stock exchanges; or (iii) a disruption in or moratorium on commercial banking activities or securities settlement services.

(xi) Qualified Mortgage . A schedule identifying each Mortgage Loan subject to the proposed Transaction as either a Safe Harbor Qualified Mortgage or a Rebuttable Presumption Qualified Mortgage.

Each Transaction Request delivered by Seller hereunder shall constitute a certification by Seller that all the conditions set forth in this Section 3(b) (other than clauses (ix) and (x) hereof) have been satisfied (both as of the date of such notice or request and as of Purchase Date).

(i) Seller shall deliver a Transaction Request through the Warehouse Electronic System to Buyer as specified in the Customer Guide prior to entering into any Transaction. Such Transaction Request shall include all information required by Buyer pursuant to the Customer Guide. Following receipt of such request, Buyer may agree to enter into such requested Transaction, in which case it will fund the Purchase Price therefor as contemplated in this Agreement. Buyer’s funding the Purchase Price of the Transaction and Seller’s acceptance thereof, will constitute the parties agreement to enter into such Transaction.

(ii) The information entered into the Warehouse Electronic System with respect to any Transaction, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by Seller no more than two (2) Business Days after the Purchase Date of the Transaction; provided that Buyer’s failure to enter the information into the Warehouse Electronic System shall not affect the obligations of Seller under any Transaction. An objection sent by Seller must state specifically that such writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Purchase Date for the Transaction. Notwithstanding the foregoing, to the extent that Seller accepts funding of the Transaction, Seller shall be deemed to have consented to the terms of the Transaction as set forth in the Warehouse Electronic System.

‑4‑

(iii) The Repurchase Date for each Transaction shall not be later than the Termination Date.

(iv) Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Eligible Mortgage Loans hereunder.

(v) The delivery times and requirements for the Mortgage Loan File as well as the timing and operations for the remittance of Purchase Price shall all be as set forth in the Customer Guide.

(d) Repurchase; Purchase by an Approved Investor

(i) Seller may repurchase Purchased Mortgage Loans without penalty or premium on any date. Such repurchase may occur simultaneously with a sale of the Purchased Mortgage Loan to an Approved Investor. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(c). The timing and requirements for repurchase or sale of a Purchase Mortgage Loan shall be set forth in the Customer Guide.

(ii) On the Repurchase Date, termination of the Transaction will be effected by reassignment to Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price as described in the Customer Guide. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Mortgage Loan (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Mortgage Loan on each Payment Date except as otherwise provided herein).


SECTION 4.	MARGIN AMOUNT MAINTENANCE

(a) Buyer shall determine the Asset Value of each Purchased Mortgage Loan at such intervals as determined by Buyer in its sole good faith discretion.

(b) If at any time the Asset Value of any Purchased Mortgage Loans subject to a Transaction is less than the Purchase Price for such Transaction (a “ Margin Deficit ”), then Buyer may by notice to Seller (as such notice is more particularly set forth below, a “ Margin Call ”), require Seller to transfer to Buyer or its designee cash so that the Asset Value of the Purchased Mortgage Loan will thereupon equal or exceed the Purchase Price for such Transaction.

(c) Notice delivered pursuant to Section 4(b) may be given by any written or electronic means. Any notice given before 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on such Business Day; notice given after 10:00 a.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day (the foregoing time requirements for satisfaction of a Margin Call are referred to as the “ Margin Deadlines ”).

(d) The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its

‑5‑

rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller.

(e) Any cash transferred to Buyer pursuant to Section 4(b) above shall be credited to the Repurchase Price of the related Transactions.


SECTION 5.	COLLECTIONS; INCOME PAYMENTS

(a) Upon request of Buyer, Seller shall establish and maintain a segregated time or demand deposit account for the benefit of Buyer (the “ Custodial Account ”) with Buyer and shall deposit into the Custodial Account, within two (2) Business Days of receipt, all Income received with respect to each Mortgage Loan sold hereunder. Seller shall cause all applicable Subservicers to remit all Income received by them with respect to each such Mortgage Loan directly to the Custodial Account on the remittance date specified in the related servicing agreement (but in no event less frequently than monthly). Under no circumstances shall Seller deposit any of its own funds into the Custodial Account or otherwise commingle its own funds with funds belonging to Buyer as owner of any Mortgage Loans. Seller shall name the Custodial Account “M/I Financial LLC, in trust for and for the benefit of Sterling National Bank.”

(b) All Income received with respect to a Mortgage Loan purchased hereunder, whether or not deposited in the Custodial Account, shall be held in trust for the exclusive benefit of Buyer as the owner of such Mortgage Loan and shall be released only as follows:

(iii) after the Repurchase Price for such Mortgage Loan has been paid in full to Buyer, all amounts previously deposited in the Custodial Account with respect to such Mortgage Loan and then in the Custodial Account shall be:

(A) applied to any Obligations due and payable;

(B) to the extent that there exists no Default, released by Buyer to Seller;

(iv) if a Successor Servicer is appointed by Buyer, all amounts deposited in the Custodial Account with respect to Mortgage Loans to be so serviced shall be transferred into an account established by the Successor Servicer pursuant to its agreement with Buyer;

(v) upon the occurrence and during the continuance of an Event of Default hereunder, all funds then held in the Custodial Account with respect to Mortgage Loans shall only be released by Buyer in its sole good faith discretion; and

(vi) funds may, in Buyer’s sole good faith discretion, be remitted to Buyer to cure any Margin Deficit.

(c) On each Payment Date Seller shall remit to Buyer (or Buyer shall withdraw) a portion of the funds held in the Custodial Account with respect to a Mortgage Loan for which the Repurchase Date has not yet occurred equal to the accrued and unpaid Price Differential for such Mortgage Loan. Such remittances shall be by wire transfer in accordance with wire transfer instructions previously given to Seller by Buyer.

(d) Seller authorizes Buyer to withdraw the remittance amount as set forth in Section 5(c) above each month from any of Seller’s accounts as more particularly set forth in the Customer Guide.

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(e) Seller shall not change the identity or location of the Custodial Account. Seller shall from time to time, at its own cost and expense, execute such directions to Buyer, and other papers, documents or instruments as may be reasonably requested by Buyer.

(f) If Buyer so requests, Seller shall promptly notify Buyer of each deposit in the Custodial Account, and each withdrawal from the Custodial Account, made by it with respect to Mortgage Loans owned by Buyer and serviced by Seller. Seller shall also promptly deliver to Buyer photocopies of all periodic bank statements and other records relating to the Custodial Account as Buyer may from time to time request.

(g) The amount required to be paid or remitted by Seller to Buyer, not made when due (subject to any applicable grace periods) shall bear interest from the due date until the remittance, transfer or payment is made, payable by Seller, at the lesser of the Post-Default Rate or the maximum rate of interest permitted by law. If there is no maximum rate of interest specified by applicable law, interest on such sums shall accrue at the Post-Default Rate.


SECTION 6.	REQUIREMENTS OF LAW

(a) If any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by laws or other organizational or governing documents) including those regarding capital adequacy, or any change in the interpretation or application of any Requirement of Law thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

(vii) shall subject Buyer to any Tax or increased Tax of any kind whatsoever with respect to this Agreement or any Transaction or change the basis of taxation of payments to Buyer in respect thereof;

(viii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, or other extensions of credit by, or any other acquisition of funds by, any office of Buyer which is not otherwise included in the determination of the LIBOR Rate hereunder;

(ix) shall impose on Buyer any other condition;

and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material in its sole good faith discretion, of entering, continuing or maintaining any Transaction or to reduce any amount due or owing hereunder in respect thereof, or shall have the effect of reducing Buyer’s rate of return then, in any such case, Seller shall promptly pay Buyer such additional amount or amounts as calculated by Buyer in good faith as will compensate Buyer for such increased cost or reduced amount receivable on an after-tax basis.

(b) If Buyer becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify Seller of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section submitted by Buyer to Seller shall be conclusive in the absence of manifest error.

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SECTION 7. TAXES.

(a) Any and all payments by any Seller Party under or in respect of this Agreement or any other Program Documents to which such Seller Party is a party shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto, whether now or hereafter imposed, levied, collected, withheld or assessed by any taxation authority or other Governmental Authority (collectively, “ Taxes ”), unless required by law. If a Seller Party shall be required under any applicable Requirement of Law to deduct or withhold any Taxes from or in respect of any sum payable under or in respect of this Agreement or any of the other Program Documents to Buyer, (i) such Seller Party shall make all such deductions and withholdings in respect of Taxes, (ii) such Seller Party shall pay the full amount deducted or withheld in respect of Taxes to the relevant taxation authority or other Governmental Authority in accordance with any applicable Requirement of Law, and (iii) the sum payable by such Seller Party shall be increased as may be necessary so that after such Seller Party has made all required deductions and withholdings (including deductions and withholdings applicable to additional amounts payable under this Section 7) Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made in respect of Non-Excluded Taxes. For purposes of this Agreement the term “ Non-Excluded Taxes ” are Taxes other than, in the case of Buyer, Taxes that are imposed on its overall Net Income (and franchise taxes imposed in lieu thereof) by the jurisdiction under the laws of which Buyer is organized or of its applicable lending office, or any political subdivision thereof, unless such Taxes are imposed as a result of Buyer having executed, delivered or performed its obligations or received payments under, or enforced, this Agreement or any of the other Program Documents (in which case such Taxes will be treated as Non-Excluded Taxes).

(b) In addition, each Seller Party hereby agrees to pay any present or future stamp, recording, documentary, excise, property or value-added taxes, or similar taxes, charges or levies that arise from any payment made under or in respect of this Agreement or any other Program Document or from the execution, delivery or registration of, any performance under, or otherwise with respect to, this Agreement or any other Program Document (collectively, “ Other Taxes ”).

(c) Each Seller Party hereby agrees to indemnify Buyer for, and to hold it harmless against, the full amount of Non-Excluded Taxes and Other Taxes, and the full amount of Taxes of any kind imposed by any jurisdiction on amounts payable under this Section 7 imposed on or paid by Buyer and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. The indemnity by each Seller Party provided for in this Section 7(c) shall apply and be made whether or not the Non-Excluded Taxes or Other Taxes for which indemnification hereunder is sought have been correctly or legally asserted. Amounts payable by a Seller Party under the indemnity set forth in this Section 7(c) shall be paid within ten (10) days from the date on which Buyer makes written demand therefor.

(d) Within thirty (30) days after the date of any payment of Taxes, a Seller Party (or any Person making such payment on behalf of such Seller Party) shall furnish to Buyer for its own account a certified copy of the original official receipt evidencing payment thereof.

(e) Buyer (including for avoidance of doubt any permitted assignee, successor or participant) whose name does not include “Incorporated,” “Inc.,” “Corporation,” “Corp.,” “P.C.,” “insurance company,” or “assurance company” (a “ Non-Exempt Buyer ”) shall deliver or cause to be delivered to Seller a complete and executed U.S. Internal Revenue Service Form W-9 (or any successor forms thereto), including all attachments.

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(f) For any period with respect to which Buyer has failed to provide Seller with the appropriate form, certificate or other document described in subsection (e) of this Section 7 (other than (i) if such failure is due to a change in any applicable Requirement of Law, or in the interpretation or application thereof, occurring after the date on which a form, certificate or other document originally was required to be provided, and (ii) if such form, certificate or other document otherwise is not required under subsection (e) of this Section 7), Buyer shall not be entitled to indemnification or additional amounts under subsection (a) or (c) of this Section 7 with respect to Non-Excluded Taxes imposed by the United States by reason of such failure; provided, however, that should Buyer become subject to Non-Excluded Taxes because of its failure to deliver a form, certificate or other document required hereunder, Seller shall take such steps as Buyer shall reasonably request, to assist Buyer in recovering such Non-Excluded Taxes.

(g) Without prejudice to the survival of any other agreement of any Seller Party hereunder, the agreements and obligations of each Seller Party contained in this Section 7 shall survive the termination of this Agreement. Nothing contained in this Section 7 shall require Buyer to make available any of its tax returns or any other information that it deems to be confidential or proprietary.

(h) Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes, to treat the Transaction as indebtedness of Seller that is secured by the Purchased Mortgage Loans and the Purchased Mortgage Loans as owned by Seller for federal income tax purposes in the absence of a Default by Seller. All parties to this Agreement agree to such treatment and agree to take no action inconsistent with this treatment, unless required by law.


SECTION 8.	SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT

(a) Security Interest . On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the Warehouse Electronic System; the Records related to the Purchased Mortgage Loans; the Program Documents (to the extent such Program Documents and Seller’s right thereunder relate to the Purchased Mortgage Loans); any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property; any Takeout Commitments relating to any Purchased Mortgage Loan; any Closing Protection Letter, escrow letter or settlement agreement relating to any Purchased Mortgage Loan; any Servicing Rights relating to any Purchased Mortgage Loan; all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance; any Income relating to any Purchased Mortgage Loan; the Custodial Account; the Inbound Account; the Haircut Account; any Hedge Agreements relating to any Purchased Mortgage Loan; and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan; and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans; and all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller on the one hand and Buyer or Buyer’s Affiliates on the other, in all instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “ Repurchase Assets ”).

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Seller acknowledges that it has no rights to service the Purchased Mortgage Loan. Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code.

Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate in its sole good faith discretion. Seller shall pay the out-of-pocket searching and filing costs incurred by Buyer and its counsel for any financing statement or statements prepared or searched pursuant to, and in accordance with, this Agreement.

(b) Buyer’s Appointment as Attorney in Fact . Seller agrees to execute a Power of Attorney, the form of Exhibit E hereto, to be delivered on the date hereof.


SECTION 9.	PAYMENT, TRANSFER; ACCOUNTS AND CUSTODY

(a) Payments and Transfers of Funds . Unless otherwise mutually agreed in writing, all transfers of funds to be made by Seller hereunder shall be made in Dollars, in immediately available funds, without deduction, set off or counterclaim, to Buyer at the account maintained by Buyer on the date on which such payment shall become due, all as more particularly described in the Customer Guide.

(b) Remittance of Purchase Price . On the Purchase Date for each Transaction, ownership of the Purchased Mortgage Loans shall be transferred to Buyer or its designee against the simultaneous transfer of the Purchase Price. With respect to the Purchased Mortgage Loans being sold by Seller on a Purchase Date, Seller hereby sells, transfers, conveys and assigns to Buyer or its designee without recourse, but subject to the terms of this Agreement, all the right, title and interest of Seller in and to the Purchased Mortgage Loans together with all right, title and interest in and to the proceeds of any related Repurchase Assets. All transfers of cash and assets shall be made in accordance with the Customer Guide.

(c) Operating Account; Inbound Account; Haircut Account . Seller shall establish and maintain with Buyer an Operating Account, an Inbound Account and a Haircut Account (the “ Warehouse Accounts ”), each identified on the Schedule of Facility Information, in the form of a non-interest bearing deposit account. Buyer shall have exclusive withdrawal rights from the Inbound Account and the Haircut Account, and shall have non-exclusive withdrawal rights from the Operating Account. Funds deposited in and withdrawn from the Warehouse Accounts may be transferred as set forth in the Customer Guide. All amounts on deposit in the Warehouse Accounts shall be held as cash margin and collateral for all Obligations under this Agreement. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists and with prior notice to Seller, Buyer shall be entitled to use any or all of the amounts on deposit in the Warehouse Accounts to cure such circumstance or otherwise exercise remedies available to Buyer.

(d) Maintenance of Balances . If Seller shall fail to maintain with Buyer during any calendar quarter non-interest bearing deposits in the Operating Account, Inbound Account and Haircut Account in the aggregate, after charges to compensate Buyer for services rendered to Seller, equal to at least the Minimum Balance Requirement, Seller shall pay to Buyer a fee equal to the amount of such deficit multiplied by a rate per annum equal to the Pricing Rate plus 2%.

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(e) Fees . Seller shall pay in immediately available funds to Buyer all fees, including without limitation, the Warehouse Fees, as and when required hereunder. All such payments shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to Buyer at such account designated by Buyer. Without limiting the generality of the foregoing or any other provision of this Agreement, with prior notice to Seller, Buyer may withdraw and retain from the Operating Account any Warehouse Fees due and owing to Buyer.


SECTION 10.	DELIVERY OF DOCUMENTS

(a) Custody of Mortgage Files . In connection with the sale, transfer, conveyance and assignment of Purchased Mortgage Loans, on or prior to each Purchase Date, Seller shall deliver or cause to be delivered and released to Buyer or its designee the Mortgage File or Wet File, as applicable for the related Purchased Mortgage Loans all as more particularly described in the Customer Guide.

Seller shall be solely responsible for providing each and every document required for each Mortgage File to Buyer or its designee in a timely manner and for completing or correcting any missing, incomplete or inconsistent documents, and Buyer shall not be responsible or liable for taking any such action, causing Seller or any other person or entity to do so or notifying any Person that any such action has or has not been taken.

(b) Release of Mortgage Files . All releases and deliveries of Mortgage Files by Buyer shall be governed by the provisions of the Customer Guide. All Mortgage Files or documents from Mortgage Files released by Buyer to Seller, pursuant to this Section shall be held by Seller in trust for the benefit of Buyer.


SECTION 11.	REPRESENTATIONS

(1) Each Seller Party, jointly and severally, represents and warrants to Buyer that as of the Purchase Date for any Purchased Mortgage Loans by Buyer from Seller and as of the date of this Agreement and any Transaction hereunder and at all times while the Program Documents are in full force and effect and/or any Transaction hereunder is outstanding:

(a) Acting as Principal . Seller will engage in such Transactions as principal (or, if agreed in writing in advance of any Transaction by the other party hereto, as agent for a disclosed principal).

(b) No Broker . Seller has not dealt with any broker, investment banker, agent, or other person, except for Buyer, who may be entitled to any commission or compensation in connection with the sale of Purchased Mortgage Loans pursuant to this Agreement.

(c) Financial Statements . The Financial Reporting Party has heretofore furnished to Buyer a copy, certified by its president or chief financial officer, of its (a) Financial Statements for the Financial Reporting Group for the fiscal year ended the Annual Financial Statement Date, setting forth in each case in comparative form the figures for the previous year, with an unqualified opinion thereon of an Approved CPA and (b) Financial Statements for the Financial Reporting Group for such monthly period(s), of the Financial Reporting Group up until Monthly Financial Statement Date, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are complete and correct and fairly present, in all material respects, the consolidated and consolidating financial condition of the Financial Reporting Group and the consolidated and consolidating results of its operations as at such dates and for such monthly periods, all in accordance with GAAP. Each Guarantor that is an individual person,

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if any, has heretofore furnished to Buyer a copy of its annual personal financial statement as of the Personal Financial Statement Date and such Guarantor’s annual tax return for the year ended the Personal Financial Statement Date. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Group taken as a whole from that set forth in said Financial Statements nor is any Seller Party aware of any state of facts which (without notice or the lapse of time) would or could result in any such material adverse change or could have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long‑term leases or unusual forward or long‑term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writing.

(d) Organization, Etc . Each Seller Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each Seller Party (a) has all requisite corporate or other power, and has all governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted, except where the lack of such licenses, authorizations, consents and approvals would not be reasonably likely to have a Material Adverse Effect; (b) is qualified to do business and is in good standing in all other jurisdictions in which the nature of the business conducted by it makes such qualification necessary, except where failure so to qualify would not be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect.

(e) Authorization, Compliance, Approvals . The execution and delivery of, and the performance by each Seller Party of its obligations under, the Program Documents to which it is a party (a) are within such Seller Party’s powers, (b) have been duly authorized by all requisite action, (c) do not violate any provision of applicable Requirement of Law, rule or regulation, or any order, writ, injunction or decree of any court or other Governmental Authority, or its organizational documents, (d) do not violate any indenture, agreement, document or instrument to which such Seller Party or any of its Subsidiaries is a party, or by which any of them or any of their properties, any of the Repurchase Assets is bound or to which any of them is subject and (e) are not in conflict with, do not result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or except as may be provided by any Program Document, result in the creation or imposition of any Lien upon any of the property or assets of such Seller Party or any of its Subsidiaries. No Seller Party is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any Governmental Authority in connection with or as a condition to the consummation of the Transactions contemplated herein.

(f) Litigation . There are no actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened) or other legal or arbitrable proceedings affecting any Seller Party or any Subsidiary or affecting any of the Repurchase Assets or any of the other properties of any Seller Party before any Governmental Authority which (i) questions or challenges the validity or enforceability of the Program Documents or any action to be taken in connection with the transactions contemplated hereby, (ii) except as disclosed to Buyer, makes a claim or claims in an aggregate amount greater than the Litigation Threshold, (iii) individually or in the aggregate, if adversely determined, would have a Material Adverse Effect, or (iv) requires filing with the SEC in accordance with its regulations or (v) relates to any violation of the Home Ownership and Equity Protection Act or any state, city or district high cost home mortgage or predatory lending law.

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(g) Purchased Mortgage Loans .

(i) Seller has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Person, and immediately prior to the sale of such Mortgage Loan to Buyer, Seller was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Permitted Liens and Liens to be released simultaneously with the sale to Buyer hereunder.

(ii) The provisions of this Agreement are effective to either constitute a sale of Repurchase Assets to Buyer or to create in favor of Buyer a valid first priority security interest in all right, title and interest of Seller in, to and under the Repurchase Assets.

(h) Proper Names; Chief Executive Office/Jurisdiction of Organization . Seller does not operate in any jurisdiction under a trade name, division name or name other than those names previously disclosed in writing by Seller to Buyer. On the Effective Date, Seller’s chief executive office is, and has been, located as specified on the signature page hereto. Seller’s jurisdiction of organization, type of organization and organizational identification number is as set forth on the Schedule of Facility Information. The Guarantor’s (if any) jurisdiction of organization type of organization and organizational identification number is as set forth on the Schedule of Facility Information.

(i) Location of Books and Records . The location where Seller keeps its books and records, including all computer tapes, computer systems and storage media and records related to the Repurchase Assets is its chief executive office.

(j) Enforceability . This Agreement and all of the other Program Documents executed and delivered by each Seller Party in connection herewith are legal, valid and binding obligations of Seller Party and are enforceable against Seller Party in accordance with their terms except as such enforceability may be limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar Requirement of Laws affecting creditors rights generally and (ii) general principles of equity.

(k) No Default . No Default or Event of Default has occurred and is continuing.

(l) Reserved.

(m) Scheduled Indebtedness . All Indebtedness which is presently in effect and/or outstanding is listed on Schedule 2 hereto as Scheduled Indebtedness, and no defaults or events of default exist thereunder. Seller shall give Buyer prior notification of it entering into any warehouse, repurchase, loan or other mortgage financing facilities, early purchase programs or As soon as Pooled Plus programs.

(n) Accurate and Complete Disclosure . The information, reports, Financial Statements, exhibits and schedules furnished in writing by or on behalf of each Seller Party to Buyer in connection with the negotiation, preparation or delivery of this Agreement or performance hereof and the other Program Documents included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading.

(o) Margin Regulations . The use of all funds acquired by Seller under this Agreement will not conflict with or contravene any of Regulations T, U or X promulgated by the Board of Governors

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of the Federal Reserve System as the same may from time to time be amended, supplemented or otherwise modified.

(p) Investment Company . No Seller Party nor any Subsidiary of any Seller Party is (i) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended or (ii) a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

(q) Solvency . As of the date hereof and immediately after giving effect to each Transaction, the fair value of the assets of Seller is greater than the fair value of the liabilities (including, without limitation, contingent liabilities if and to the extent required to be recorded as a liability on the Financial Statements of Seller in accordance with GAAP) of Seller and Seller is solvent and, after giving effect to the transactions contemplated by this Agreement and the other Program Documents, will not be rendered insolvent or left with an unreasonably small amount of capital with which to conduct its business and perform its obligations. Seller does not intend to incur, nor does it believe that it has incurred, debts beyond its ability to pay such debts as they mature. No Seller Party is contemplating the commencement of an insolvency, bankruptcy, liquidation, or consolidation proceeding or the appointment of a receiver, liquidator, conservator, trustee, or similar official in respect of itself or any of its property.

(r) ERISA . From the fifth fiscal year preceding the current year through the termination of this Agreement (the “ Reporting Period ”), with respect to any pension or benefit plan maintained by any Seller Party or any ERISA Affiliate, or to which any Seller Party or any ERISA Affiliate contributes or has contributed (each, a “Plan”), the benefits under which Plan are guaranteed, in whole or in part, by the PBGC (i) any Seller Party and each ERISA Affiliate has funded and will continue to fund each Plan as required by the provisions of Section 412 of the Code; (ii) any Seller Party and each ERISA Affiliate has caused and will continue to cause each Plan to pay all benefits when due; (iii) no Seller Party nor any ERISA Affiliate has been or is obligated to contribute to any multiemployer plan as defined in Section 3(37) of ERISA; (iv) any Seller Party (on behalf of ERISA Affiliate, if applicable) will provide to Buyer (A) no later than the date of submission to the PBGC, a copy of any notice of a Plan’s termination (B) no later than the date of submission to the Department of Labor or to the Internal Revenue Service, as the case may be, a copy of any request for waiver from the funding standards or extension of the amortization periods required by Section 412 of the Code and (C) notice of any Reportable Event as such term is defined in ERISA (and has, prior to the date of this Agreement, provided to Buyer a copy of any document described in clauses (iv)(A), (B) or (C) relating to any date in the Reporting Period prior to the date of this Agreement); and (v) any Seller Party and each ERISA Affiliate will subscribe from the date of this Agreement to the termination of this Agreement to any contingent liability insurance provided by the PBGC to protect against employer liability upon termination of a guaranteed pension plan, if available to any Seller Party or ERISA Affiliate, as applicable.

(s) Taxes . Each Seller Party and their respective Subsidiaries have timely filed all tax returns that are required to be filed by them and have timely paid all Taxes due, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided. There are no Liens for Taxes, except for statutory liens for Taxes not yet due and payable.

(t) No Reliance . Each Seller Party has made its own independent decisions to enter into the Program Documents and each Transaction and as to whether such Transaction is appropriate and proper for it based upon its own judgment and upon advice from such advisors (including without limitation, legal counsel and accountants) as it has deemed necessary. No Seller Party is relying upon any advice from

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Buyer as to any aspect of the Transactions, including without limitation, the legal, accounting or tax treatment of such Transactions.

(u) Plan Assets . No Seller Party is an employee benefit plan as defined in Section 3 of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code, and the Purchased Mortgage Loans are not “plan assets” within the meaning of 29 CFR §2510.3-101, as modified by Section 3(42) of ERISA, in any Seller Party’s hands and transactions by or with any Seller Party are not subject to any state or local statute regulating investments of, or fiduciary obligations with respect to governmental plans within the meaning of Section 3(32) of ERISA.

(v) Agency Approvals . To the extent previously approved, Seller is approved by Fannie Mae as an approved lender, Freddie Mac as an approved seller/servicer, VA as a VA Approved Lender and, to the extent necessary, approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act. In each such case, Seller is in good standing, with no event having occurred or Seller having any reason whatsoever to believe or suspect will occur, including, without limitation, a change in insurance coverage which would either make Seller unable to comply with the eligibility requirements for maintaining all such applicable approvals or require notification to the relevant Agency. Seller has adequate financial standing, servicing facilities, procedures and experienced personnel necessary for the sound servicing of mortgage loans of the same types as may from time to time constitute Mortgage Loans and in accordance with Accepted Servicing Practices.

(w) Anti‑Money Laundering Laws . Each Seller Party has complied with all applicable anti‑money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “ Anti‑Money Laundering Laws ”); each Seller Party has established an anti‑money laundering compliance program as required by any Anti‑Money Laundering Laws applicable to it, has conducted any applicable requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti‑Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by the said Mortgagor to purchase the property in question, and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti‑Money Laundering Laws.

(x) No Prohibited Persons . Neither Seller Party nor any of its Affiliates, officers, directors, partners or members, is an entity or person (or to the Seller’s knowledge, 50 percent or greater owned by an entity or person): (i) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“ OFAC ”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http:www.treas.gov/ofac/t11sdn.pdf); or (ii) is otherwise the target of sanctions administered by OFAC (any and all parties or persons described in clauses (i) and (ii) above are herein referred to as a “ Prohibited Person ”).

(y) Insured Depository Institution Representations . If any Seller Party is an Insured Depository Institution, such Seller Party makes the following additional representations and warranties: (i) The Program Documents do not violate any statutory or regulatory requirements applicable to such Seller Party; (ii)The Program Documents have been (1) executed contemporaneously with the definitive agreement reached by Buyer and such Seller Party, (2) such Seller Party’s board of directors or management committee, as applicable, has authorized such Seller Party’s officers to negotiate and enter into the Agreement, which authorization shall be reflected in the minutes of said board, and (3) entered into the official records of such Seller Party, a copy of which approvals, certified by a vice president or higher officer of such Seller Party, has been provided to Buyer; (iii) The aggregate amount of the Purchase Price of the Transactions, after giving

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effect to any Transactions being made on the Purchase Date hereof, between Buyer and such Seller Party does not exceed any restrictions or limitations imposed by the board of directors, management committee or regulatory requirements of such Seller Party; and (iv) As of any date of determination, such Seller Party is Well Capitalized.


SECTION 12.	COVENANTS

On and as of the date of this Agreement and each Purchase Date and at all times until this Agreement is no longer in force, each Seller Party covenants, jointly and severally, as follows:

(a) Preservation of Existence; Compliance with Law . Each Seller Party shall (i) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business; (ii) comply with the requirements of all applicable Requirement of Laws, rules, regulations and orders, whether now in effect or hereafter enacted or promulgated by any applicable Governmental Authority (including, without limitation, all environmental laws); (iii) maintain all licenses, permits or other approvals necessary for such Seller Party to conduct its business and to perform its obligations under the Program Documents, and shall conduct its business strictly in accordance with applicable Requirement of Law; (iv) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied.

(b) Taxes . Each Seller Party shall timely file all tax returns that are required to be filed by it and shall timely pay all Taxes due, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted with respect to which adequate reserves have been provided.

(c) Notice of Proceedings or Adverse Change . Each Seller Party shall give notice to Buyer promptly but in no event later than the time frames set forth below after a Responsible Officer of such Seller Party has any knowledge of:

(i) no later than one (1) Business day, the occurrence of any Default or Event of Default;

(ii) no later than one (1) Business Day, any (a) default or event of default under any Indebtedness of such Seller Party the outstanding principal amount of which is in excess of $1,000,000, or (b) litigation, investigation, regulatory action or proceeding that is pending or threatened by or against such Seller Party in any federal or state court or before any Governmental Authority which, if not cured or if adversely determined, would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to such Seller Party;

(iii) no later than two (2) Business Days, any litigation or proceeding that is pending or threatened (a) against Seller Party in which the amount involved exceeds the Litigation Threshold and is not covered by insurance, in which injunctive or similar relief is sought, or which, would reasonably be expected to have a Material Adverse Effect, (b) in connection with any of the Repurchase Assets, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect and (c) that questions or challenges compliance of any Mortgage Loan with the Ability to Repay Rule or QM Rule;

(iv) no later than two (2) Business Days, and, as soon as reasonably possible, notice of any of the following events: (A) a material change in the insurance coverage of such Seller Party,

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with a copy of evidence of same attached; (B) any material change in accounting policies or financial reporting practices of such Seller Party; (C) promptly upon receipt of notice or knowledge of any Lien or security interest (other than security interests created hereby or under any other Program Document) on, or claim asserted against, any of the Repurchase Assets; (D) the termination or nonrenewal of any debt facilities of such Seller Party which have a maximum principal amount (or equivalent) available of more than the Facility Termination Threshold; (E) any Change in Control or any change in direct or indirect ownership or controlling interest of any Seller Party’s direct or indirect owner; (F) any other event, circumstance or condition that has resulted, or could reasonably be expected to result, in a Material Adverse Effect;

(v) no later than two (2) Business Days after Seller receives notice of the same, (A) any Mortgage Loan submitted for inclusion into an Agency Security and rejected by that Agency for inclusion in such Agency Security; (B) any Mortgage Loan submitted to an Approved Investor (whole loan or securitization) and rejected for purchase by such Approved Investor; (C) any request for repurchase of or indemnification for a Mortgage Loan purchased by a third party investor; or (D) the termination or suspension of approval of Seller to sell any Mortgage Loans to any Approved Investor.

(d) Financial Reporting . Each Seller Party shall maintain a system of accounting established and administered in accordance with GAAP consistently applied, and furnish to Buyer, with a certification by the president or chief financial officer of the Financial Reporting Party (the following hereinafter referred to as the “ Financial Statements ”):

(i) Within ninety (90) days after the close of each fiscal year, consolidated and consolidating balance sheets and the related consolidated and consolidating statements of income and retained earnings and of cash flows as at the end of such year for the Financial Reporting Group for the fiscal year, setting forth in each case in comparative form the figures for the previous year, with an unqualified opinion thereon of an Approved CPA;

(ii) Within thirty (30) days after the end of each calendar quarter, the consolidated and consolidating balance sheets and the related consolidated and consolidating statements of income and retained earnings and of cash flows for the Financial Reporting Group for such quarterly period(s), of the Financial Reporting Group, setting forth in each case in comparative form the figures for the previous year;

(iii) Within thirty (30) days after the end of each month, the consolidated and consolidating balance sheets and the related consolidated and consolidating statements of income and retained earnings and of cash flows for the Financial Reporting Group for such monthly period(s), of the Financial Reporting Group;

(iv) Simultaneously with the furnishing of each of the Financial Statements to be delivered pursuant to subsection (i)‑(ii) above, a certificate in the form of Exhibit F hereto and certified by the president or chief financial officer of the Financial Reporting Party;

(v) If applicable, copies of any 10‑Ks, 10‑Qs, registration statements and other “ corporate finance ” SEC filings (other than 8‑Ks) by each Seller Party within 5 Business Days of their filing with the SEC; provided, that, each Seller Party will provide Buyer with a copy of the annual 10‑K filed with the SEC by such Seller Party, no later than 90 days after the end of the year; and

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(vi) Promptly, from time to time, such other information regarding the business affairs, operations and financial condition of each Seller Party as Buyer may reasonably request.

(e) Further Assurances . Each Seller Party shall execute and deliver to Buyer all further documents, financing statements, agreements and instruments, and take all further actions that may be required under applicable Requirement of Law, or that Buyer may reasonably request, in order to effectuate the transactions contemplated by this Agreement and the Program Documents or, without limiting any of the foregoing, to grant, preserve, protect and perfect the validity and first‑priority of the security interests created or intended to be created hereby.

(f) True and Correct Information . All information, reports, exhibits, schedules, Financial Statements or certificates of each Seller Party thereof or any of their officers furnished to Buyer hereunder and during Buyer’s diligence of the Seller Parties will be true and complete and will not omit to disclose any material facts necessary to make the statements therein or therein, in light of the circumstances in which they are made, not misleading. All required Financial Statements, information and reports delivered by each Seller Party to Buyer pursuant to this Agreement shall be prepared in accordance with GAAP, or as applicable, to SEC filings, the appropriate SEC accounting requirements.

(g) ERISA Events . No Seller Party shall permit any ERISA Affiliate to be in violation of any provision of Section 11(r) of this Agreement and no Seller Party shall be in violation of Section 11(u) of this Agreement.

(h) Financial Condition Covenants . The applicable Seller Parties shall comply with the Financial Condition Covenants set forth in the Schedule of Facility Information.

(i) Hedging . Seller shall hedge Purchased Mortgage Loans in accordance with Seller’s hedging policies as in effect from time to time. Seller shall not make any material change to its hedging policies without the prior written notice to Buyer. Additionally, Buyer may in its reasonable discretion request a current copy of its hedging policies at any time.

(j) Reserved .

(k) Servicer Approval . Seller shall not cause the Mortgage Loans to be serviced by any servicer other than a servicer expressly approved in writing by Buyer, which approval shall be deemed granted by Buyer with respect to Seller with the execution of this Agreement.

(l) Insurance . Seller shall maintain Fidelity Insurance and errors and omissions insurance in respect of its officers, employees and agents is such amounts acceptable to Buyer, which shall include a provision that such policies cannot be terminated or materially modified without at least 30 days’ prior notice to Buyer. Seller shall notify Buyer of any material change in the terms of any such insurance. Seller shall maintain endorsements for theft of warehouse lender money and collateral, naming Buyer as a loss payee under its Fidelity Insurance and as a direct loss payee/right of action under its errors and omissions insurance policy.

(m) Books and Records . Seller shall, to the extent practicable, maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing the Repurchase Assets in the event of the destruction of the originals thereof), and keep and maintain or obtain, as and when required, all documents, books, records and other information reasonably necessary or advisable for the collection of all Repurchase Assets.

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(n) Illegal Activities . No Seller Party shall engage in any conduct or activity that could subject its assets to forfeiture or seizure.

(o) Material Change in Business . No Seller Party shall make any material change in the nature of its business as carried on at the date hereof.

(p) Disposition of Assets . Seller shall not cause or permit any of the Purchased Mortgage Loans to be sold, pledged, assigned or transferred except as permitted hereunder.

(q) Transactions with Affiliates . No Seller Party shall enter into such transaction, including, without limitation, the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any Affiliate unless such transaction is (a) not otherwise prohibited in this Agreement, (b) in the ordinary course of a Seller Party’s business and (c) upon fair and reasonable terms no less favorable to such Seller Party, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.

(r) Organization . No Seller Party shall (i) cause or permit any change to be made in its name, organizational identification number, identity or corporate structure, each as described in Section 11(h) or (ii) change its jurisdiction of organization, unless it shall have provided Buyer thirty (30) days’ prior written notice of such change and shall have first taken all action required by Buyer for the purpose of perfecting or protecting the lien and security interest of Buyer established hereunder.

(s) Mortgage Loan Reports . On the Reporting Date or with such greater frequency as requested by Buyer, Seller will furnish to Buyer monthly electronic Mortgage Loan performance data, including, without limitation, a Mortgage Loan Schedule, delinquency reports, pool analytic reports and static pool reports (i.e., delinquency, foreclosure and net charge off reports) and monthly stratification reports summarizing the characteristics of the Mortgage Loans.

(t) Approved Underwriting Guidelines . Seller shall not submit to Buyer for purchase, and Buyer shall have no obligation to purchase, any Mortgage Loan underwritten in accordance with underwriting guidelines other than Approved Underwriting Guidelines, including amendments to Approved Underwriting Guidelines not expressly approved by Buyer.

(u) Agency Approvals; Servicing . To the extent previously approved, Seller shall maintain its status with Fannie Mae and Ginnie Mae as an approved lender and Freddie Mac as an approved seller/servicer, in each case in good standing (each such approval, an “ Agency Approval ”). Should Seller, for any reason, cease to possess all such applicable Agency Approvals to the extent necessary, should Seller experience any change in its delegated underwriting authority from any Agency, or should notification to the relevant Agency or to HUD, FHA or VA be required, Seller shall so notify Buyer promptly in writing. Notwithstanding the preceding sentence and to the extent previously approved, Seller shall take all necessary action to maintain all of its applicable Agency Approvals at all times during the term of this Agreement and each outstanding Transaction.

(v) Sharing of Information . Each Seller Party hereby allows and consents to Buyer, subject to applicable law, exchanging information related to such Seller Party, its credit, its mortgage loan originations and the Transactions hereunder with third party lenders, facility providers and Approved Investors (collectively, “ Third Party Participants ”), and each Seller Party shall permit each Third Party Participant to share such similar information with Buyer. In furtherance of the foregoing, each Seller Party

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shall use its best efforts to provide Buyer access to each Third Party Participant’s electronic system to retrieve the information described herein.

(w) Reserved .

(x) Reporting . Promptly upon request by Buyer, Seller shall furnish to Buyer (i) copies of all documentation in connection with the underwriting and origination of any Purchased Mortgage Loan that evidences compliance with the Ability to Repay Rule and the QM Rule and (ii) other third party lender’s asset aging reports, production reports, warehouse lender asset status reports, and/or investor scorecards.


SECTION 13.	EVENTS OF DEFAULT

If any of the following events (each an “ Event of Default ”) occur, Buyer shall have the rights set forth in Section 14, as applicable:

(a) Payment Default . Any Seller Party shall default in the payment of (i) any amount payable by it hereunder in respect of a Repurchase Price on the applicable Repurchase Date or Price Differential on the applicable Payment Date, (ii) Expenses (and such failure to pay Expenses shall continue for more than 30 calendar days), or (iii) any other Obligations within three (3) Business Days after the same is due and payable; or

(b) Representation and Warranty Breach . Any representation, warranty or certification made or deemed made herein or in any other Program Document by a Seller Party or any certificate furnished to Buyer pursuant to the provisions hereof or thereof or any information with respect to the Mortgage Loans furnished in writing by on behalf of a Seller Party shall prove to have been untrue or misleading in any material respect as of the time made or furnished (other than the representations and warranties set forth in Schedule 3, which shall be considered solely for the purpose of determining the Asset Value, the existence of a Margin Deficit and the obligation to repurchase such Mortgage Loan unless (i) such party shall have made any such representations and warranties with knowledge that they were materially false or misleading at the time made, (ii) any such representations and warranties have been determined by Buyer in its sole good faith discretion to be materially false or misleading on a regular basis, or (iii) Buyer, in its sole good faith discretion, determines that such breach of a material representation, warranty or covenant materially and adversely affects (A) the condition (financial or otherwise) of such party or its Subsidiaries; or (B) Buyer’s determination to enter into this Agreement or Transactions with such party, in each such case, then such breach shall constitute an immediate Event of Default and Seller shall have no cure right hereunder); or

(c) Immediate Covenant Default . The failure of a Seller Party to perform, comply with or observe any term, covenant or agreement applicable to Seller contained in any of Sections 12(a) ( Preservation of Existence; Compliance with Law ); (f) ( True and Correct Information .); (h) ( Financial Condition Covenants .); (j) ( No Adverse Selection .); (n) ( Illegal Activities .); (o) ( Material Change in Business ); (p) Disposition of Assets; Liens ); or (u) ( Agency Approvals; Servicing) ; or

(d) Additional Covenant Defaults . A Seller Party shall fail to observe or perform any other covenant or agreement contained in this Agreement (and not identified in clause (c) of Section 13) or any other Program Document, and if such default shall be capable of being remedied, and such failure to observe or perform shall continue unremedied for a period of 5 Business Days; or

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(e) Judgments . A judgment or judgments for the payment of money in excess of the Litigation Threshold in the aggregate shall be rendered against a Seller Party by one or more courts, administrative tribunals or other bodies having jurisdiction and the same shall not be satisfied, discharged (or provision shall not be made for such discharge) or bonded, or a stay of execution thereof shall not be procured, within 60 days from the date of entry thereof, and such Seller Party shall not, within said period of 60 days, or such longer period during which execution of the same shall have been stayed or bonded, appeal therefrom and cause the execution thereof to be stayed during such appeal; or

(f) Cross‑Default . Any “event of default” or any other default which permits a demand for, or requires, the early repayment of obligations due by a Seller Party under any agreement (after the expiration of any applicable grace period under any such agreement) relating to any Indebtedness of a Seller Party;

(g) Insolvency Event . An Insolvency Event shall have occurred with respect to a Seller Party; or

(h) Enforceability . For any reason, this Agreement at any time shall not be in full force and effect in all material respects or shall not be enforceable in all material respects in accordance with its terms, or any Lien granted pursuant thereto shall fail to be perfected and of first priority, or any Person (other than Buyer) shall contest the validity, enforceability, perfection or priority of any Lien granted pursuant thereto, or any party thereto (other than Buyer) shall seek to disaffirm, terminate, limit or reduce its obligations hereunder; or

(i) Liens . Seller shall grant, or suffer to exist, any Lien on any Repurchase Asset (except any Lien in favor of Buyer); or the Repurchase Assets shall neither (A) have been sold to Buyer, nor (B) be subject to first priority perfected Liens in favor of Buyer; or

(j) Material Adverse Effect . Buyer shall have determined that a Material Adverse Effect has occurred.

(k) Change in Control . A Change in Control of any Seller Party shall have occurred; or

(l) Going Concern . The Financial Reporting Party’s audited Financial Statements or notes thereto or other opinions or conclusions stated therein shall be qualified or limited by reference to the status of a Seller Party as a “going concern” or reference of similar import; or

(m) Repurchases of Mortgage Loans; Defective Mortgage Loans . The Seller Parties in the aggregate shall have repurchased in the aggregate greater than the Buy Back Threshold (based upon aggregate unpaid principal balance) of Mortgage Loans (excluding repurchases under warehouse or repurchase facilities) in any 30 day period; or one or more Purchased Mortgage Loans shall be Defective Mortgage Loans and Seller fails to repurchase such Defective Mortgage Loans within one Business Day of notice from Buyer that such repurchase is required.

(n) Investigations . There shall occur the initiation of any investigation, audit, examination or review of a Seller Party by an Agency or any Governmental Authority, with the exception of (i) normally scheduled audits or examinations by such Seller Party’s regulators or (ii) audits or examinations conducted in the ordinary course of business.

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(o) Governmental Action . A Seller Party shall become the subject of a cease and desist order of the Appropriate Federal Banking Agency or any other Governmental Authority or enter into a memorandum of understanding or consent agreement with the Appropriate Federal Banking Agency or other Governmental Authority, any of which, would have, or is purportedly the result of any condition which would be reasonably likely to have, a Material Adverse Effect.


SECTION 14.	REMEDIES

(a) If an Event of Default occurs and is continuing, the following rights and remedies are available to Buyer; provided, that an Event of Default shall be deemed to be continuing unless expressly waived by Buyer in writing.

(vi) At the option of Buyer, exercised by written notice to Seller (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the occurrence and during the continuance of an Insolvency Event of a Seller Party), the Repurchase Date for each Transaction hereunder, if it has not already occurred, shall be deemed immediately to occur. Buyer shall (except upon the occurrence and continuance of an Insolvency Event of a Seller Party) give notice to Seller of the exercise of such option as promptly as practicable.

(vii) If Buyer exercises or is deemed to have exercised the option referred to in subsection (a)(i) of this Section,

(A) Seller’s obligations in such Transactions to repurchase all Purchased Mortgage Loans at the Repurchase Price therefor on the Repurchase Date determined in accordance with subsection (a)(i) of this Section, (1) shall thereupon become immediately due and payable and (2) all Income paid after such exercise or deemed exercise shall be retained by Buyer and applied to the aggregate unpaid Repurchase Price and any other amounts owed by Seller hereunder;

(B) to the extent permitted by applicable Requirement of Law, the Repurchase Price with respect to each such Transaction shall be increased by the aggregate amount obtained by daily application of, on a 360 day per year basis for the actual number of days during the period from and including the date of the exercise or deemed exercise of such option to but excluding the date of payment of the Repurchase Price as so increased, (x) the Post‑Default Rate in effect following an Event of Default to (y) the Repurchase Price for such Transaction as of the Repurchase Date as determined pursuant to subsection (a)(i) of this Section (decreased as of any day by (i) any amounts actually in the possession of Buyer pursuant to clause (C) of this subsection, and (ii) any proceeds from the sale of Purchased Mortgage Loans applied to the Repurchase Price pursuant to subsection (a)(iv) of this Section; and

(C) all Income actually received by Buyer pursuant to Section 5 shall be applied to the aggregate unpaid Obligations owed by the Seller Parties.

(viii) Upon the occurrence and during the continuance of one or more Events of Default, Buyer shall have the right to obtain physical possession of all files of Seller relating to the Purchased Mortgage Loans and the Repurchase Assets and all documents relating to the Purchased Mortgage Loans which are then or may thereafter come in to the possession of Seller or any third party acting for Seller and Seller shall deliver to Buyer such assignments as Buyer shall request. To the extent

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permitted by applicable law, Buyer shall be entitled to specific performance of all agreements of Seller contained in the Program Documents.

(ix) At any time on the Business Day following notice to Seller (which notice may be the notice given under subsection (a)(i) of this Section), in the event Seller has not repurchased all Purchased Mortgage Loans, Buyer may (A) immediately sell, without demand or further notice of any kind, at a public or private sale and at such price or prices as Buyer may deem satisfactory any or all Purchased Mortgage Loans and the Repurchase Assets subject to a such Transactions hereunder and apply the proceeds thereof to the aggregate unpaid Repurchase Prices and any other amounts owing by Seller hereunder or (B) in its sole good faith discretion elect, in lieu of selling all or a portion of such Purchased Mortgage Loans, to give Seller credit for such Purchased Mortgage Loans and the Repurchase Assets in an amount equal to the Market Value of the Purchased Mortgage Loans against the aggregate unpaid Repurchase Price and any other amounts owing by Seller hereunder. The proceeds of any disposition of Purchased Mortgage Loans and the Repurchase Assets following the occurrence and continuance of an Event of Default shall be applied as determined by Buyer in its sole good faith discretion.

(x) Seller shall be liable to Buyer for (i) the amount of all reasonable legal or other out-of-pocket expenses (including, without limitation, all out-of-pocket costs and expenses of Buyer in connection with the enforcement of this Agreement or any other agreement evidencing a Transaction, whether in action, suit or litigation or bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally, further including, without limitation, the reasonable fees and expenses of counsel (including the costs of internal counsel of Buyer) incurred in connection with or as a result of an Event of Default, (ii) damages in an amount equal to the cost (including all fees, expenses and commissions) of entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event of Default, and (iii) any other loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default in respect of a Transaction.

(xi) Buyer shall have, in addition to its rights hereunder, any rights otherwise available to it under any other agreement or applicable Requirement of Law.

(b) Buyer may exercise one or more of the remedies available hereunder immediately upon the occurrence and during the continuance of an Event of Default and at any time thereafter without notice to Seller. All rights and remedies arising under this Agreement as amended from time to time hereunder are cumulative and not exclusive of any other rights or remedies which Buyer may have.

(c) Buyer may enforce its rights and remedies hereunder without prior judicial process or hearing, and each Seller Party hereby expressly waives any defenses any Seller Party might otherwise have to require Buyer to enforce its rights by judicial process. Each Seller Party also waives any defense (other than a defense of payment or performance) such Seller Party might otherwise have arising from the use of nonjudicial process, enforcement and sale of all or any portion of the Repurchase Assets, or from any other election of remedies. Each Seller Party recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length.

(d) To the extent permitted by applicable Requirement of Law, Seller shall be liable to Buyer for interest on any amounts owing by Seller hereunder, from the date Seller becomes liable for such amounts hereunder until such amounts are (i) paid in full by Seller or (ii) satisfied in full by the exercise of

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Buyer’s rights hereunder. Interest on any sum payable by Seller to Buyer under this paragraph 14(d) shall be at a rate equal to the Post‑Default Rate.

(e) Without limiting the rights of Buyer hereto to pursue all other legal and equitable rights available to Buyer for a Seller Party’s failure to perform its obligations under this Agreement, each Seller Party acknowledges and agree that the remedy at law for any failure to perform obligations hereunder would be inadequate and Buyer shall be entitled to specific performance, injunctive relief, or other equitable remedies in the event of any such failure. The availability of these remedies shall not prohibit Buyer from pursuing any other remedies for such breach, including the recovery of monetary damages.


SECTION 15.	INDEMNIFICATION AND EXPENSES; RECOURSE

(a) Each Seller Party agrees to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “ Indemnified Party ”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, “ Costs ”), relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Seller Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Mortgage Loans relating to or arising out of any taxes incurred or assessed in connection with the ownership of the Mortgage Loans, that, in each case, results from anything other than the Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, each Seller Party will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by a Seller Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from a Seller Party. Each Seller Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel.

(b) Each Seller Party agrees to pay as and when billed by Buyer all of the out‑of‑pocket costs and expenses incurred by Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. Each Seller Party agrees to pay as and when billed by Buyer all of the reasonable out‑of‑pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including without limitation search and filing fees and all the reasonable fees, disbursements and expenses of counsel to Buyer. Each Seller Party agrees to pay Buyer all the reasonable out of pocket due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Mortgage Loans submitted by Seller for purchase under this Agreement, including, but not limited to, those out of pocket costs and expenses incurred by Buyer pursuant to Sections 15(a) and 17 hereof.

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(c) The obligations of the Seller Parties from time to time to pay the Repurchase Price, the Price Differential, and all other amounts due under this Agreement shall be full recourse obligations of each Seller Party.


SECTION 16.	SERVICING

(a) As a condition of purchasing a Mortgage Loan, Buyer may require Seller to service such Mortgage Loan as agent for Buyer for a term of sixty (60) days (the “ Servicing Term ”), in accordance with prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and in accordance with all applicable requirements of the Agencies, Requirements of Law, the provisions of any applicable servicing agreement, and the requirements of any applicable Takeout Commitment and the Approved Investor, so that the eligibility of the Mortgage Loan for purchase under such Takeout Commitment is not voided or reduced by such servicing and administration;

(b) If any Mortgage Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller (a “ Subservicer ”), or if the servicing of any Mortgage Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreement and a Servicer Notice executed by such Subservicer (collectively, the “ Servicing Agreement ”) to Buyer prior to such Purchase Date or servicing transfer date, as applicable. Each such Servicing Agreement shall be in form and substance reasonably acceptable to Buyer. In addition, Seller shall have obtained the prior written consent of Buyer for such Subservicer to subservice the Mortgage Loans, which consent may be withheld in Buyer’s sole good faith discretion. In no event shall Seller’s use of a Subservicer relieve Seller of its obligations hereunder, and Seller shall remain liable under this Agreement as if Seller were servicing such Mortgage Loans directly.

(c) Seller shall deliver the physical and contractual master servicing of each Mortgage Loan, together with all of the related Records in its possession, to Buyer’s designee upon the earliest of (w) the occurrence and continuance of a Default or Event of Default hereunder, (x) the termination of Seller as servicer by Buyer pursuant to this Agreement, (y) the expiration (and non-renewal) of the Servicing Term, or (z) the transfer of servicing to any entity approved by Buyer and the assumption thereof by such entity. Buyer shall have the right to terminate Seller as master servicer of any of the Mortgage Loans, which right shall be exercisable at any time in Buyer’s sole good faith discretion, upon prior written notice to Seller. In addition, Seller shall deliver the physical and contractual master servicing of each Mortgage Loan, together with all of the related Records in its possession to Buyer’s designee, upon expiration of the Servicing Term; provided that the Servicing Term and such delivery requirement will be deemed renewed on each Payment Date succeeding the related Purchase Date in the absence of directions to the contrary from Buyer; provided further that such delivery requirement will no longer apply to any Mortgage Loan, and Seller shall have no further obligation to service such Mortgage Loan as agent for Buyer, upon receipt by Buyer of the Repurchase Price therefor. Seller’s transfer of the Records and the physical and contractual servicing under this Section shall be in accordance with customary standards in the industry and such transfer shall include the transfer of the gross amount of all escrows held for the related mortgagors (without reduction for unreimbursed advances or “negative escrows”).

(d) During the period Seller is servicing the Mortgage Loans as agent for Buyer, Seller agrees that Buyer is the owner of the related Credit Files and Records and hereby Seller shall at all times maintain and safeguard and cause the Subservicer to maintain and safeguard the Credit File for the Mortgage Loan (including photocopies or images of the documents delivered to Buyer), and accurate and complete records of its servicing of the Mortgage Loan; Seller’s possession of the Credit Files and Servicing Records being for the sole purpose of master servicing such Mortgage Loans and such retention and possession by Seller being in a custodial capacity only. Seller hereby grants Buyer a security interest in all servicing fees

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to secure the obligations of Seller and Subservicer to service in conformity with this Section and any related Servicing Agreement. It is understood and agreed by the parties that prior to an Event of Default, Seller shall retain the servicing fees with respect to the Mortgage Loans.

(e) At Buyer’s request, Seller shall promptly deliver to Buyer reports regarding the status of any Mortgage Loan being serviced by Seller, which reports shall include, but shall not be limited to, a description of any default thereunder for more than thirty (30) days or such other circumstances that could cause a material adverse effect on such Mortgage Loan, Buyer’s title to such Mortgage Loan or the collateral securing such Mortgage Loan; Seller may be required to deliver such reports until the repurchase of the Mortgage Loan by Seller. Seller shall promptly, but in no event later than two (2) Business Days after a Responsible Office of Seller becomes aware of it, notify Buyer of any payment default that occurs under the Mortgage Loan or any default under any Servicing Agreement that would materially and adversely affect any Mortgage Loan subject thereto.

(f) Seller shall release its custody of the contents of any Credit File or Mortgage File only (i) in accordance with the written instructions of Buyer, (ii) upon the consent of Buyer when such release is required as incidental to Seller’s servicing of the Mortgage Loan, is required to complete the Takeout Commitment or comply with the Takeout Commitment requirements, or (iii) as required by Requirements of Law.

(g) Buyer reserves the right to appoint a successor servicer at any time to service any Mortgage Loan (each a “ Successor Servicer ”) in its sole good faith discretion. If Buyer elects to make such an appointment due to the continuance of a Default or Event of Default, Seller shall be assessed all costs and expenses incurred by Buyer associated with transferring the Mortgage Loans to the Successor Servicer. In the event of such an appointment, Seller shall perform all acts and take all action so that any part of the Credit File and related Records held by Seller, together with all funds in the Custodial Account and other receipts relating to such Mortgage Loan, are promptly delivered to Successor Servicer, and shall otherwise reasonably cooperate with Buyer in effectuating such transfer. Seller shall have no claim for lost servicing income, lost profits or other damages if Buyer appoints a Successor Servicer hereunder and the servicing fee is reduced or eliminated. For the avoidance of doubt any termination of the Servicer’s rights to service by the Buyer as a result of an Event of Default shall be deemed part of an exercise of the Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement.

(h) For the avoidance of doubt, Seller retains no economic rights to the servicing of the Purchased Mortgage Loans provided that Seller shall continue to service the Purchased Mortgage Loans hereunder as part of its Obligations hereunder. As such, Seller expressly acknowledges that the Purchased Mortgage Loan are sold to Buyer on a “servicing released” basis.


SECTION 17.	DUE DILIGENCE

(a) Each Seller Party acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Mortgage Loans, each Seller Party, Settlement Agents, Approved Appraisers, Approved Investors and other parties which may be involved in or related to Transactions (collectively, “ Third Party Transaction Parties ”), from time to time, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each Seller Party agrees that upon reasonable prior notice unless an Event of Default shall have occurred and be continuing, in which case no notice is required, to any Seller Party, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage

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Loans in the possession or under the control of a Seller Party. Each Seller Party will use best efforts to cause Third Party Transaction Parties to cooperate with any due diligence requests of Buyer. Each Seller Party also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may purchase Mortgage Loans from Seller based solely upon the information provided by Seller to Buyer in the Purchased Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans purchased in a Transaction, including, without limitation, ordering broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re‑generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Seller. The Seller Parties further agree that the Seller Parties shall pay all out‑of‑pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 17 (“ Due Diligence Costs ”).


SECTION 18.	ASSIGNABILITY

The rights and obligations of the parties under this Agreement and under any Transaction shall not be assigned by any Seller Party without the prior written consent of Buyer. Subject to the foregoing, this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Agreement express or implied, shall give to any Person, other than the parties to this Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Agreement. Buyer may from time to time assign all or a portion of its rights and obligations under this Agreement and the Program Documents to a Permitted Assignee pursuant to an executed assignment and acceptance by Buyer and assignee (“ Assignment and Acceptance ”), specifying the percentage or portion of such rights and obligations assigned with the prior written consent of Seller which shall not be required (i) if Buyer assigns to an Affiliate or (ii) an Event of Default has occurred and is continuing. Upon such assignment, (a) such Permitted Assignee shall be a party hereto and to each Program Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Buyer hereunder, and (b) Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Program Documents. Unless otherwise stated in the Assignment and Acceptance, Seller shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may distribute to any prospective assignee any document or other information delivered to Buyer by Seller.

Buyer may sell participations to one or more Persons in or to all or a portion of its rights and obligations under this Agreement; provided, however, that (i) Buyer’s obligations under this Agreement shall remain unchanged, (ii) Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents except as provided in Section 7.

Buyer may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 18, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to Seller or any of its Subsidiaries or to any aspect of the Transactions that has been furnished to Buyer by or on behalf of Seller or any of its Subsidiaries;

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provided that such assignee or participant agrees to hold such information subject to the confidentiality provisions of this Agreement.

In the event Buyer assigns all or a portion of its rights and obligations under this Agreement, the parties hereto agree to negotiate in good faith an amendment to this Agreement to add agency provisions similar to those included in Agreements for similar syndicated repurchase facilities.


SECTION 19.	TRANSFER AND MAINTENANCE OF REGISTER.

(a) Subject to acceptance and recording thereof pursuant to paragraph (b) of this Section 19, from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of Buyer under this Agreement. Any assignment or transfer by Buyer of rights or obligations under this Agreement that does not comply with this Section 19 shall be treated for purposes of this Agreement as a sale by Buyer of a participation in such rights and obligations in accordance with Section 19(b) hereof.

(b) Seller shall maintain a register (the “ Register ”) on which it will record Buyer’s rights hereunder, and each Assignment and Acceptance and participation. The Register shall include the names and addresses of Buyer (including all assignees, successors and participants) and the percentage or portion of such rights and obligations assigned. Failure to make any such recordation, or any error in such recordation shall not affect Seller’s obligations in respect of such rights. If Buyer sells a participation in its rights hereunder, it shall provide Seller, or maintain as agent of Seller, the information described in this paragraph and permit Seller to review such information as reasonably needed for Seller to comply with its obligations under this Agreement or under any applicable Requirement of Law.


SECTION 20.	HYPOTHECATION OR PLEDGE OF PURCHASED MORTGAGE LOANS

Title to all Purchased Mortgage Loans and Repurchase Assets shall pass to Buyer and Buyer shall have free and unrestricted use of all Purchased Mortgage Loans. Nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Mortgage Loans or otherwise pledging, repledging, transferring, hypothecating, or rehypothecating the Purchased Mortgage Loans to any Person, including without limitation, the Federal Home Loan Bank. Notwithstanding the foregoing, any transaction described in this Section 20 shall not relieve the Buyer of its obligation to deliver any such Purchased Mortgage Loans to Seller following Seller’s repurchase of such Purchased Mortgage Loans in accordance with Section 3(d) hereof. Subject to the foregoing, nothing contained in this Agreement shall obligate Buyer to segregate any Purchased Mortgage Loans delivered to Buyer by Seller.


SECTION 21.	RESERVED


SECTION 22.	SET‑OFF

In addition to any rights and remedies of Buyer hereunder and by law, Buyer shall have the right, without prior notice to any Seller Party, any such notice being expressly waived by each Seller Party to the extent permitted by applicable law, to set‑off and appropriate and apply against any Obligation from any Seller Party to Buyer or any of its Affiliates any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other obligation (including to return excess margin), credits, indebtedness or claims or cash, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by or due from Buyer or any Affiliate thereof to or for the

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credit or the account of any Seller Party. Buyer agrees promptly to notify each Seller Party, in writing, prior to any such set off and application made by Buyer; provided that the failure to give such notice shall not affect the validity of such set off and application.

Buyer shall at any time have the right, in each case until such time as Buyer determines otherwise in its sole good faith discretion, to retain, to suspend payment or performance of, or to decline to remit, any amount or property that Buyer would otherwise be obligated to pay, remit or deliver to Seller hereunder if an Event of Default or Default has occurred and is continuing.


SECTION 23.	TERMINABILITY

Each representation and warranty made or deemed to be made by entering into a Transaction, herein or pursuant hereto shall survive the making of such representation and warranty until the termination of this Agreement, and Buyer shall not be deemed to have waived any Default that may arise because any such representation or warranty shall have proved to be false or misleading, notwithstanding that Buyer may have had notice or knowledge or reason to believe that such representation or warranty was false or misleading at the time the Transaction was made. Notwithstanding any such termination or the occurrence of an Event of Default, all of the representations and warranties and covenants hereunder shall continue and survive until the termination of this Agreement. The obligations of the Seller Parties under Section 15 hereof shall survive the termination of this Agreement.


SECTION 24.	NOTICES AND OTHER COMMUNICATIONS

Except as otherwise expressly permitted by this Agreement, all notices, requests and other communications provided for herein (including without limitation any modifications of, or waivers, requests or consents under, this Agreement) shall be given or made in writing (including without limitation by telecopy) delivered to the intended recipient at the “Address for Notices” specified below its name on the signature pages hereof or thereof); and with respect to Buyer, as specified in the Customer Guide or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. In all cases, to the extent that the related individual set forth in the respective “Attention” line is no longer employed by the respective Person, such notice may be given to the attention of a Responsible Officer of the respective Person or to the attention of such individual or individuals as subsequently notified in writing by a Responsible Officer of the respective Person. Except as otherwise provided in this Agreement and except for notices given under Section 3 (which shall be effective only on receipt), all such communications shall be deemed to have been duly given when transmitted electronically or by telecopy or personally delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as aforesaid.


SECTION 25.	USE OF THE WAREHOUSE ELECTRONIC SYSTEM AND OTHER ELECTRONIC MEDIA

Seller acknowledges and agrees that Buyer may require or permit certain transactions with Buyer be conducted electronically using Electronic Records and/or Electronic Signatures. Seller consents to the use of Electronic Records and/or Electronic Signatures whenever expressly required or permitted by Buyer and acknowledges and agrees that Seller shall be bound by its Electronic Signature and by the terms, conditions, requirements, information and/or instructions contained in any such Electronic Records.

Seller agrees to adopt as its Electronic Signature its user identification codes, passwords, personal identification numbers, access codes, a facsimile image of a written signature and/or other symbols or processes as provided or required by Buyer from time to time (as a group, any subgroup thereof or

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individually, hereinafter referred to as Seller’s Electronic Signature). Seller acknowledges that Buyer will rely on any and all Electronic Records and on Seller’s Electronic Signature transmitted or submitted to Buyer.

Buyer shall not be liable for the failure of either its or Seller’s internet service provider (“ ISP ”), or any other telecommunications company, telephone company, satellite company or cable company to timely, properly and accurately transmit any Electronic Record or fax copy.

Before engaging in Electronic Transactions with Seller, Buyer may provide Seller, or require Seller to create, user identification codes, passwords, personal identification numbers and/or access codes, as applicable, to permit access to Buyer’s computer information processing system. Each Person permitted access to the Warehouse Electronic System must have a separate identification code and password. Seller shall be fully responsible for protecting and safeguarding any and all user identification codes, passwords, personal identification numbers and access codes provided or required by Buyer. Seller shall adopt and maintain security measures to prevent the loss, theft or unauthorized or improper disclosure or use of any and all user identification codes, passwords, personal identification numbers and/or access codes by Persons other than the individual Person who is authorized to use such information. Seller shall notify Buyer promptly in the event (i) of any loss, theft or unauthorized disclosure or use of any of the user identification codes, passwords, personal identification numbers and/or access codes or (ii) Seller has any reason to believe there has been a breach of security or that its access to Warehouse Electronic System is no longer secure for any reason.

Seller understands and agrees that it shall be fully responsible for protecting and safeguarding its computer hardware and software from any and all (a) computer “viruses,” “time bombs,” “trojan horses” or other harmful computer information, commands, codes or programs that may cause or facilitate the destruction, corruption, malfunction or appropriation of, or damage or change to, any of Seller’s or Buyer’s computer information processing systems, including without limitation, all hardware, software, Electronic Records, information, data and/or codes and (b) computer “worms,” “trap doors” or other harmful computer information, commands, codes or programs that enable unauthorized access to Seller’s and/or Buyer’s computer information processing systems, including without limitation, all hardware, software, Electronic Records, information, data and/or codes.

Seller agrees that Buyer may, in its sole good faith discretion and from time to time, without limiting Seller’s liability set forth herein, establish minimum security standards that Seller must, at a minimum, comply with in an effort to (x) protect and safeguard any and all user identification codes, passwords, personal identification numbers and/or access codes from loss, theft or unauthorized disclosure or use; and (y) prevent the infiltration and “infection” of Seller’s hardware and/or software by any and all computer “viruses,” “time bombs,” “trojan horses,” “worms,” “trapdoors” or other harmful computer codes or programs.

If Buyer, from time to time, establishes minimum security standards, Seller shall comply with such minimum security standards within the time period established by Buyer. Buyer shall have the right to confirm Seller’s compliance with any such minimum security standards. Seller’s compliance with such minimum security standards shall not relieve Seller from any of its liability set forth herein.

Whether or not Buyer establishes minimum security standards, Seller shall continue to be fully responsible for adopting and maintaining security measures that are consistent with the risks associated with conducting electronic transactions with Buyer. Seller’s failure to adopt and maintain appropriate security measures or to comply with any minimum security standards established by Buyer may result in, among other things, termination of Seller’s access to Buyer’s computer information processing systems.

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Each Seller Party understands and agrees that certain elements or components of the Warehouse Electronic System may be provided by third party vendors, and hereby holds Buyer harmless from any liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against a Seller Party relating to or arising out of Seller’s use of the Warehouse Electronic System including without limitation, the use of any elements or components provided by third party vendors other than any such liabilities, losses, damages, judgments, costs or expenses arising from the gross negligence or willful misconduct of Buyer.


SECTION 26.	ENTIRE AGREEMENT; SEVERABILITY; SINGLE AGREEMENT

This Agreement, together with the Program Documents, constitute the entire understanding between Buyer and the Seller Parties with respect to the subject matter they cover and shall supersede any existing agreements between the parties containing general terms and conditions for repurchase transactions involving Purchased Mortgage Loans. By acceptance of this Agreement, Buyer and the Seller Parties each acknowledge that they have not made, and are not relying upon, any statements, representations, promises or undertakings not contained in this Agreement. To the extent permitted by applicable law, each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

Buyer and Seller acknowledge that, and have entered hereinto and will enter into each Transaction hereunder in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationship and that each has been entered into in consideration of the other Transactions. Accordingly, each of Buyer and each Seller Party agrees (i) to perform all of its obligations in respect of each Transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Transactions hereunder, (ii) that Buyer shall be entitled to set off claims and apply property held by it in respect of any Transaction against obligations owing to it in respect of any other Transaction hereunder; (iii) that payments, deliveries, and other transfers made by either of them in respect of any Transaction shall be deemed to have been made in consideration of payments, deliveries, and other transfers in respect of any other Transactions hereunder, and the obligations to make any such payments, deliveries, and other transfers may be applied against each other and netted and (iv) to promptly provide notice to the other after any such set off or application.


SECTION 27.	GOVERNING LAW

THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE EFFECTIVENESS, VALIDITY AND ENFORCEABILITY OF ELECTRONIC CONTRACTS, OTHER RECORDS, ELECTRONIC RECORDS AND ELECTRONIC SIGNATURES USED IN CONNECTION WITH ANY ELECTRONIC TRANSACTION BETWEEN BUYER AND A SELLER PARTY SHALL BE GOVERNED BY E-SIGN.

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SECTION 28. SUBMISSION TO JURISDICTION; WAIVERS

BUYER AND EACH SELLER PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY:

(i) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER PROGRAM DOCUMENTS, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

(ii) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

(iii) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH UNDER ITS SIGNATURE BELOW OR AT SUCH OTHER ADDRESS OF WHICH THE OTHER PARTY SHALL HAVE BEEN NOTIFIED; AND

(iv) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.

(v) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER PROGRAM DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


SECTION 29.	NO WAIVERS, ETC.

No failure on the part of Buyer to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under any Program Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any Program Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. An Event of Default shall be deemed to be continuing unless expressly waived by Buyer in writing.

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SECTION 30.	NETTING

If Buyer and Seller are “financial institutions” as now or hereinafter defined in Section 4402 of Title 12 of the United States Code (“ Section 4402 ”) and any rules or regulations promulgated thereunder (a) all amounts to be paid or advanced by one party to or on behalf of the other under this Agreement or any Transaction hereunder shall be deemed to be “payment obligations” and all amounts to be received by or on behalf of one party from the other under this Agreement or any Transaction hereunder shall be deemed to be “payment entitlements” within the meaning of Section 4402, and this Agreement shall be deemed to be a “netting contract” as defined in Section 4402; (b) the payment obligations and the payment entitlements of the parties hereto pursuant to this Agreement and any Transaction hereunder shall be netted as follows. In the event that either party (the “ Defaulting Party ”) shall fail to honor any payment obligation under this Agreement or any Transaction hereunder, the other party (the “ Nondefaulting Party ”) shall be entitled to reduce the amount of any payment to be made by the Nondefaulting Party to the Defaulting Party by the amount of the payment obligation that the Defaulting Party failed to honor.


SECTION 31.	CONFIDENTIALITY

Buyer and each Seller Party hereby acknowledge and agree that all written or computer‑readable information provided by one party to any other regarding the terms set forth in any of the Program Documents or the Transactions contemplated thereby (the “ Confidential Terms ”) shall be kept confidential and shall not be divulged to any party without the prior written consent of such other party except to the extent that (i) it is necessary to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies or regulatory bodies or in order to comply with any applicable federal or state laws, (ii) any of the Confidential Terms are in the public domain other than due to a breach of this covenant, (iii) during the continuance of an Event of Default Buyer determines such information to be necessary or desirable to disclose in connection with the marketing and sales of the Purchased Mortgage Loans or otherwise to enforce or exercise Buyer’s rights hereunder, (iv) by Buyer in connection with any marketing material undertaken by Buyer, or (v) it may be necessary to do so in connection with the filing of any 10-K, 10-Q, registration statements and other “corporate finance” SEC filings by such party or, with respect to Seller, M/I Homes, Inc.

Notwithstanding the foregoing or anything to the contrary contained herein or in any other Program Document, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the Transactions, any fact relevant to understanding the federal, state and local tax treatment of the Transactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that no Seller Party may disclose the name of or identifying information with respect to Buyer or any pricing terms (including, without limitation, the Pricing Rate, Warehouse Fees, Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Transactions and is not relevant to understanding the federal, state and local tax treatment of the Transactions, without the prior written consent of Buyer. The provisions set forth in this Section 31 shall survive the termination of this Agreement.

Notwithstanding anything in this Agreement to the contrary, each Seller Party shall comply with all applicable local, state and federal laws, including, without limitation, all privacy and data protection law, rules and regulations that are applicable to the Purchased Mortgage Loans and/or any applicable terms of this Agreement (the “ Confidential Information ”). Each Seller Party understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Gramm-Leach-Bliley Act (the “ GLB Act ”), and each Seller Party agrees to maintain such nonpublic personal

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information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Each Seller Party shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer or any Affiliate of Buyer which Buyer holds (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Each Seller Party shall, at a minimum establish and maintain such data security program as is necessary to meet the objectives of the Interagency Guidelines Establishing Standards for Safeguarding Customer Information as set forth in the Code of Federal Regulations at 12 C.F.R. Parts 30, 208, 211, 225, 263, 308, 364, 568 and 570. Upon request by Buyer, each Seller Party will provide evidence reasonably satisfactory to allow Buyer to confirm that such Seller Party has satisfied its obligations as required under this Section. Without limitation, this may include Buyer’s review of audits, summaries of test results, and other equivalent evaluations of such Seller Party. Each Seller Party shall notify Buyer promptly following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer or any Affiliate of Buyer provided directly to such Seller Party by Buyer or such Affiliate. Each Seller Party shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.


SECTION 32.	INTENT

(a) The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the United States Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the United States Code.

(b) It is understood that either party’s right to liquidate Purchased Mortgage Loans delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Section 14 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the United States Code, as amended.

(c) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“ FDIA ”), then each Transaction hereunder is a “qualified financial contract,” a “repurchase agreement” and a “securities contract” as such terms are defined in FDIA and any rules, orders or policy statements thereunder.

(d) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“ FDICIA ”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA).

(e) Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, this Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

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SECTION 33.	DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS

The parties acknowledge that they have been advised that (a) in the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission (“ SEC ”) under Section 15 of the Securities Exchange Act of 1934 (“ 1934 Act ”), the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 (“ SIPA ”) do not protect the other party with respect to any Transaction hereunder; (b) in the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to any Transaction hereunder; and (c) in the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable.


SECTION 34.	MISCELLANEOUS

(a) Counterparts . This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart.

(b) Captions . The captions and headings appearing herein are for included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.

(c) Acknowledgment . Each Seller Party hereby acknowledges that (i) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Program Documents; (ii) Buyer has no fiduciary relationship to any Seller Party; and (iii) no joint venture exists between Buyer and Seller Party.

(d) Documents Mutually Drafted . The Seller Parties and Buyer agree that this Agreement each other Program Document prepared in connection with the Transactions set forth herein have been mutually drafted and negotiated by each party, and consequently such documents shall not be construed against either party as the drafter thereof.

(e) Amendments . This Agreement and each other Program Document may be amended from time to time, either by amendment to the Customer Guide from time to time, or such other amendments to this Agreement, without further consent or assent by any Seller Party and such amendments not consented to by Seller shall be effective upon ten (10) Business Days notice to Seller Party of the change (whether that notice is sent individually or posted to Warehouse Electronic System) and Mortgage Loans sold to Buyer after the effective date shall be governed by the revised Agreement; provided that any such amendment which has the effect of changing the material economic terms of any Program Document, any financial covenants contained in any Program Document or the committed nature of the facility provided herein shall not be incorporated herein without the prior written consent of Seller.

(f) Acknowledgement of Anti Predatory Lending Policies . Buyer has in place internal policies and procedures that expressly prohibit its purchase of any High Cost Mortgage Loan.

(g) Authorizations . Any of the persons whose signatures and titles appear on Schedule 5 are authorized, acting singly, to act for a Seller Party, under this Agreement. Any persons identified in the Customer Guide are authorized to act for Buyer under this Agreement.

‑35‑


SECTION 35.	GENERAL INTERPRETIVE PRINCIPLES

For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender; (b) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; (c) references herein to “Articles”, “Sections”, “Subsections”, “Paragraphs”, and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement; (d) a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions; (e) the words “herein”, “hereof”, “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision; (f) the term “include” or “including” shall mean without limitation by reason of enumeration; (g) all times specified herein or in any other Program Document (unless expressly specified otherwise) are local times in New York, New York unless otherwise stated; and (h) all references herein or in any Program Document to “good faith” means good faith as defined in Section 1-201(19) of the UCC as in effect in the State of New York.


SECTION 36.	AMENDMENT AND RESTATEMENT

The terms and provisions of the Existing Repurchase Agreement shall be amended and restated in their entirety by the terms and provisions of this Agreement and shall supersede all provisions of the Existing Repurchase Agreement as of the date hereof. From and after the date hereof, all references made to the Existing Repurchase Agreement in any program document or in any other instrument or document shall, without more, be deemed to refer to this Agreement.

[THIS SPACE INTENTIONALLY LEFT BLANK]

‑36‑

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date set forth above.

BUYER :

STERLING NATIONAL BANK


By:	/s/ Eddie Othman

Name: Eddie Othman

Title: Senior Vice President

Address for Notices : AS SET FORTH IN THE CUSTOMER GUIDE

SELLER :

M/I FINANCIAL, LLC


By:	/s/ Paul S. Rosen Name: Paul S. Rosen Title: President and CEO

Address for Notices :

Derek Klutch

Chief Operating Officer and Executive Vice President

M/I Financial, LLC

3 Easton Oval, Suite 540

Columbus, OH 43219

Phone Number: 614-418-8655

Fax Number: 614 418-8686

Email: dklutch@mihomes.com

Signature Page to the Amended and Restated Master Repurchase Agreement

SCHEDULE 1

SCHEDULE OF DEFINED TERMS

“ 1934 Act ” shall have the meaning set forth in Section 33 of the Agreement.

“ Ability to Repay Rule ” shall mean 12 CFR 1026.43©, including all applicable official staff commentary.

“ Accepted Servicing Practices ” shall mean, with respect to any Mortgage Loan, those mortgage servicing practices of prudent mortgage lending institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located.

“ Acquisition Cost ” shall mean the total cost to Seller (including purchase price and/or outstanding principal balance) of originating or acquiring a Mortgage Loan.

“ Affiliate ” shall mean with respect to any Person, any “affiliate” of such Person, as such term is defined in the Bankruptcy Code.

“ Agency ” shall mean Freddie Mac, Fannie Mae, Ginnie Mae, as applicable.

“ Agency Security ” shall mean a security issued in exchange for Purchased Mortgage Loans and backed by such Purchased Mortgage Loans that is (a) guaranteed by Ginnie Mae or (b) issued by Fannie Mae or Freddie Mac.

“ Aging Limit ” shall have the meaning specified in the Schedule of Facility Information.

“ Agreement ” shall mean this Amended and Restated Master Repurchase Agreement between Buyer and each Seller Party, dated as of November 3, 2015 as the same may be further amended, supplemented or otherwise modified in accordance with the terms of the Agreement.

“ Annual Financial Statement Date ” shall have the meaning set forth in the Schedule of Facility Information.

“ Application ” shall mean the application delivered by Seller to Buyer in connection with Buyer’s approval of Seller for the program evidenced by the Agreement.

“ Appraisal ” shall mean an appraisal by a licensed appraiser selected in accordance with Agency guidelines and not identified to Seller as an unacceptable appraiser by an Agency, and who is experienced in estimating the value of property of that same type in the community where it is located, and who — unless approved by Buyer on a case-by-case basis — is not a director, officer or employee of Seller or any of its Affiliates, or related as a parent, sibling, child or first cousin to Seller or any of its Affiliates’ respective directors or officers or any of their spouses, a signed copy of the written report of which Appraisal is in the possession of Seller or the Servicer.

“ Appraised Value ” shall mean the value set forth in an Appraisal made in connection with the origination of the related Mortgage Loan as the value of the Mortgaged Property.

Schedule 1-1

“ Appropriate Federal Banking Agency ” shall have the meaning ascribed to it by Section 1813(q) of Title 12 of the United States Code, as amended from time to time.

“ Approved CPA ” shall mean Deloitte & Touche LLP, and any other certified public accountant approved by Buyer in writing in its sole good faith discretion.

“ Approved Investor ” shall mean any institution which has made a Takeout Commitment and has been approved by Buyer.

“ Approved Mortgage Product ” shall mean each Mortgage Product approved by Buyer as identified in the Schedule of Facility Information.

“ Approved Underwriting Guidelines ” shall mean the underwriting guidelines approved by Buyer in its sole good faith discretion.

“ Asset Value ” shall mean with respect to each Eligible Mortgage Loan, the applicable Purchase Price for the related Purchased Mortgage Loan.

(a) Without limiting the generality of the foregoing, Seller acknowledges that the Asset Value of a Purchased Mortgage Loan may be reduced to zero by Buyer if any of the following occurs:

(i) such Purchased Mortgage Loan ceases to be an Eligible Mortgage Loan;

(ii) the Purchased Mortgage Loan has been released from the possession of Buyer (other than to an Approved Investor pursuant to a Bailee Letter) for a period in excess of 10 calendar days;

(iii) the Purchased Mortgage Loan has been released from the possession of Buyer to an Approved Investor pursuant to a Bailee Letter for a period in excess of 30 calendar days;

(iv) the Purchased Mortgage Loan is a Wet Loan for which the related Mortgage File has not been received by Buyer on or prior to the end of the Aging Limit for such Wet Loan;

(v) such Purchased Mortgage Loan is rejected by the related Approved Investor or there shall occur a Takeout Failure;

(vi) such Purchased Mortgage Loan is a Delinquent Mortgage Loan;

(vii) such Purchased Mortgage Loan has been subject to a Transaction hereunder for a period of greater than its applicable Aging Limit;

(viii) Buyer has determined in its sole good faith discretion that the Purchased Mortgage Loan is not eligible for whole loan sale or securitization in a transaction consistent with the prevailing sale and securitization industry with respect to substantially similar Mortgage Loans; or

Schedule 1-2

(ix) there occurs any material breach of a representation or warranty made by Seller in Schedule 3 of this Repurchase Agreement in connection with such Purchased Mortgage Loan;

(a) The aggregate Asset Value of each Approved Mortgage Product shall not exceed the Concentration Limit for such applicable Approved Mortgage Product.

“ Assignment and Acceptance ” shall have the meaning set forth in Section 18 of the Agreement.

“ Bailee Letter ” shall mean the bailee letter, in the form of Exhibit D , for use by Buyer in connection with the release of Mortgage Loans to an Approved Investor pursuant to Section 10 of the Agreement.

“ Bankruptcy Code ” shall mean the United States Bankruptcy Code of 1978, as amended from time to time.

“ Business Day ” shall mean a day other than (i) a Saturday or Sunday, (ii) any day on which banking institutions are authorized or required by law, executive order or governmental decree to be closed in the State of New York or (iii) any day on which the Federal Reserve is closed.

“ Buy Back Threshold ” shall have the meaning specified in the Schedule of Facility Information.

“ Buyer ” shall mean Sterling National Bank, its successors in interest and permitted assigns and, with respect to Section 7, its participants.

“ Change in Control ” shall have the meaning specified in the Schedule of Facility Information.

“ Closing Protection Letter ” shall mean a letter of indemnification from a title insurer addressed to Seller and/or Buyer or for which Buyer is a third party beneficiary, with coverage that is customarily acceptable to Persons engaged in the origination of mortgage loans, identifying the Settlement Agent covered thereby and indemnifying Seller and/or Buyer (directly or as a third party beneficiary) against losses incurred due to malfeasance or fraud by the Settlement Agent or the failure of the Settlement Agent to follow the specific escrow instructions specified by Seller to the Settlement Agent or otherwise by Buyer with respect to the closing of the Mortgage Loan. The Closing Protection Letter shall be either with respect to the individual Mortgage Loan being purchased pursuant hereto or a blanket Closing Protection Letter which covers closings conducted by the Settlement Agent in the jurisdiction in which the closing of such Mortgage Loan takes place.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“ Combined Loan‑to‑Value Ratio ” or “ CLTV ” shall mean with respect to any Mortgage Loan, the ratio of the original outstanding principal amount of the Mortgage Loan and all other loans secured by the Mortgaged Property to the Appraised Value of the Mortgaged Property at origination.

“ Concentration Limit ” shall mean, for each Approved Mortgage Product, the limitation set forth in the Schedule of Facility Information.

Schedule 1-3

“ Confidential Terms ” shall have the meaning set forth in Section 31 of the Agreement.

“ Costs ” shall have the meaning set forth in Section 15(a) of the Agreement.

“ Credit File ” shall mean with respect to each Mortgage Loan, the documents and instruments relating to the origination and administration of such Mortgage Loan.

“ Custodial Account ” shall have the meaning set forth in Section 5(a) of the Agreement.

“ Customer Guide ” shall mean the guidelines and other information provided to Seller by Buyer from time to time, setting forth the policies and procedures to be followed by Seller when utilizing the facility contemplated under this Agreement.

“ Debt to Income Ratio ” or “ DTI ” shall mean with respect to any Mortgagor, the ratio of the Mortgagor’s average monthly debt obligations to the Mortgagor’s average monthly gross income.

“ Default ” shall mean an Event of Default or an event that with notice or lapse of time or both would become an Event of Default.

“ Defaulting Party ” shall have the meaning set forth in Section 30 of the Agreement.

“ Defective Mortgage Loan ” shall mean a Mortgage Loan (a) which is in foreclosure, has been foreclosed upon or has been converted to real estate owned property, (b) for which the Mortgagor is in bankruptcy, (c) that is not subject to a valid and binding Takeout Commitment or Hedge Agreement, (d) that is subject to a Takeout Commitment with respect to which Seller or Approved Investor is in default, (e) that is rejected or excluded for any reason from the related Takeout Commitment by the Approved Investor, (f) that is not purchased by the Approved Investor in compliance with the Takeout Commitment at or prior to the expiration or termination of the Takeout Commitment for any reason, or (g) that is not repurchased by Seller in compliance with the provisions of Section 3(d).

“ Delinquent Mortgage Loan ” shall mean any Mortgage Loan as to which any Monthly Payment, or part thereof, remains unpaid for 30 days or more following the original Due Date for such Monthly Payment.

“ Dollars ” and “ $ ” shall mean lawful money of the United States of America.

“ Due Date ” shall mean the day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.

“ Due Diligence Costs ” shall have the meaning set forth in Section 17 of the Agreement.

“ Due Diligence Review ” shall mean the performance by Buyer of any or all of the reviews permitted under Section 17 of the Agreement with respect to any Seller Party or any or all of the Mortgage Loans, as desired by Buyer from time to time.

“ E-Sign ” shall mean the federal Electronic Signatures in Global and National Commerce Act, as amended from time to time.

“ Effective Date ” shall mean the date upon which the conditions precedent set forth in Section 3(a) shall have been satisfied.

Schedule 1-4

“ Electronic Record ” shall mean “Record” and “Electronic Record,” both as defined in E-Sign, and shall include but not be limited to, recorded telephone conversations, fax copies or electronic transmissions, including without limitation, those involving the Warehouse Electronic System.

“ Electronic Signature ” shall have the meaning set forth in E-Sign.

“ Electronic Tracking Agreement ” shall mean an Electronic Tracking Agreement among Buyer, Seller, MERS and MERSCORP Holdings, Inc., as the same may be amended from time to time.

“ Electronic Transactions ” shall mean transactions conducted using Electronic Records and/or Electronic Signatures or fax copies of signatures.

“ Eligible Mortgage Loan ” shall mean a Purchased Mortgage Loan which is (a) an Approved Mortgage Product, (b) complies with the representations and warranties set forth on Schedule 3 hereto (assuming that they are made as of each date of determination), (c) is not a Defective Mortgage Loan and (d) is not a Delinquent Mortgage Loan.

“ ERISA ” shall, with respect to any Person, mean the Employee Retirement Income Security Act of 1974, as amended from time to time and any successor thereto, and the regulations promulgated and rulings issued thereunder.

“ ERISA Affiliate ” shall, with respect to any Person, mean any Person which is treated as a single employer under Section 414(b) or (c) of the Code, or solely for purposes of Section 302 of ERISA and Section 412 of the Code is treated as a single employer described in Section 414 of the Code.

“ Escrow Payments ” shall mean, with respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments, water rates, sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges, and any other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.

“ Event of Default ” shall have the meaning specified in Section 13 of the Agreement.

“ Exception Mortgage Loan ” shall have the meaning specified in the Schedule of Facility Information.

“ Expenses ” shall mean all out-of-pocket present and future expenses incurred by or on behalf of Buyer in connection with this Agreement or any of the other Program Documents and any amendment, supplement or other modification or waiver related hereto or thereto, whether incurred heretofore or hereafter, which expenses shall include the cost of title, lien, judgment and other record searches; attorneys’ fees; and costs of preparing and recording any UCC financing statements or other filings necessary to perfect the security interest created hereby.

“ Facility Termination Threshold ” shall have the meaning specified in the Schedule of Facility Information.

“ Fannie Mae ” shall mean Fannie Mae, or any successor thereto.

“ FDIA ” shall have the meaning set forth in Section 32 of the Agreement.

“ FDICIA ” shall have the meaning set forth in Section 32 of the Agreement.

Schedule 1-5

“ FHA ” shall mean the Federal Housing Administration, an agency within the United States Department of Housing and Urban Development, or any successor thereto, and including the Federal Housing Commissioner and the Secretary of Housing and Urban Development where appropriate under the FHA Regulations.

“ FHA Loan ” shall mean a Mortgage Loan which is the subject of an FHA Mortgage Insurance Certificate.

“ FHA Mortgage Insurance ” shall mean mortgage insurance authorized under the National Housing Act, as amended from time to time, and provided by the FHA.

“ FHA Mortgage Insurance Certificate ” shall mean the certificate evidencing the contractual obligation of the FHA respecting the insurance of a Mortgage Loan.

“ FHA Mortgage Insurance Contract ” shall mean the contractual obligation of the FHA respecting the insurance of a Mortgage Loan.

“ FHA Regulations ” shall mean the regulations promulgated by the Department of Housing and Urban Development under the National Housing Act, as amended from time to time and codified in 24 Code of Federal Regulations, and other Department of Housing and Urban Development issuances relating to FHA Loans, including the related handbooks, circulars, notices and mortgagee letters.

“ Fidelity Insurance ” shall mean insurance coverage with respect to employee errors, omissions, dishonesty, forgery, theft, disappearance and destruction, robbery and safe burglary, property (other than money and securities) and computer fraud in an aggregate amount acceptable to Buyer.

“ Financial Reporting Party ” shall have the meaning specified in the Schedule of Facility Information.

“ Financial Reporting Group ” shall mean Seller and its Subsidiaries.

“ Financial Statements ” shall have the meaning set forth in Section 12(d) of the Agreement.

“ Freddie Mac ” or “ FHLMC ” shall mean Freddie Mac, or any successor thereto.

“ GAAP ” shall mean generally accepted accounting principles in the United States of America, applied on a consistent basis and applied to both classification of items and amounts, and shall include, without limitation, the official interpretations thereof by the Financial Accounting Standards Board, its predecessors and successors.

“ Ginnie Mae ” shall mean the Government National Mortgage Association and any successor thereto.

“ Governmental Authority ” shall mean any nation or government, any state, county, municipality or other political subdivision thereof or any governmental body, agency, authority, department or commission (including, without limitation, any taxing authority) or any instrumentality or officer of any of the foregoing (including, without limitation, any court or tribunal) exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation, partnership or other entity directly or indirectly owned by or controlled by the foregoing and with respect to any insured depository institution, including without limitation the Appropriate Federal Banking Agency.

Schedule 1-6

“ Guarantee ” shall mean, as to any Person, any obligation of such Person directly or indirectly guaranteeing any Indebtedness of any other Person or in any manner providing for the payment of any Indebtedness of any other Person or otherwise protecting the holder of such Indebtedness against loss (whether by virtue of partnership arrangements, by agreement to keep‑well, to purchase assets, goods, securities or services, or to take‑or‑pay or otherwise); provided that the term “ Guarantee ” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee of a Person shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith. The terms “ Guarantee ” and “ Guaranteed ” used as verbs shall have correlative meanings.

“ Guarantor ” shall mean the Guarantor and/or Guarantors, if any specified in the Schedule of Facility Information, its successors in interest and assigns.

“ Haircut Account ” shall mean the account established pursuant to Section 9(c) of the Agreement.

“ Haircut Amount ” shall mean the excess of the outstanding principal balance of the Purchased Mortgage Loan being purchased on the Purchase Date over the Purchase Price for such Purchased Mortgage Loan.

“ Hedge Agreement ” shall mean, with respect to any or all of the Purchased Mortgage Loans, any short sale of a US Treasury Security, or futures contract, or mortgage related security, or Eurodollar futures contract, or options related contract, or interest rate swap, cap or collar agreement or Takeout Commitment, or similar arrangement providing for protection against fluctuations in interest rates or the exchange of nominal interest obligations, either generally or under specific contingencies, entered into by Seller with a party and with terms reasonably acceptable to Buyer.

“ High Cost Mortgage Loan ” shall mean a Mortgage Loan classified as (a) a “high cost” loan under the Home Ownership and Equity Protection Act of 1994 or (b) a “high cost,” “high risk,” “high rate,” “threshold,” “covered,” or “predatory” loan under any other applicable state, federal or local law (or a similarly classified loan using different terminology under a law, regulation or ordinance imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees).

“ HUD ” shall mean the Department of Housing and Urban Development.

“ Inbound Account ” shall mean the account established pursuant to Section 9(c) of the Agreement.

“ Income ” shall mean, with respect to any Mortgage Loan at any time, any principal thereof then payable and all interest, dividends or other distributions payable thereon.

“ Indebtedness ” shall have the meaning specified in the Schedule of Facility Information.

“ Indemnified Party ” shall have the meaning set forth in Section 15(a) of the Agreement.

“ Index Rate ” shall have the meaning specified in the Schedule of Facility Information.

“ Insolvency Event ” shall mean, for any Person:

Schedule 1-7

(a) that such Person shall discontinue or abandon operation of its business; or

(b) that such Person shall fail generally to, or admit in writing its inability to, pay its debts as they become due; or

(c) a proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of such Person in an involuntary case under any applicable bankruptcy, insolvency, liquidation, reorganization or other similar Requirement of Law now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of such Person, or for any substantial part of its property, or for the winding‑up or liquidation of its affairs; or

(d) the commencement by such Person of a voluntary case under any applicable bankruptcy, insolvency or other similar Requirement of Law now or hereafter in effect, or such Person’s consent to the entry of an order for relief in an involuntary case under any such Requirement of Law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of such Person, or for any substantial part of its property, or any general assignment for the benefit of creditors; or

(e) that such Person shall become insolvent; or

(f) if such Person is a corporation, such Person shall take any corporate action in furtherance of, or the action of which would result in any of the actions set forth in the preceding clauses (a), (b), (c), (d) or (e).

“ Insured Depository Institution ” shall have the meaning ascribed to such term by Section 1813(c)(2) of Title 12 of the United States Code, as amended from time to time.

“ LIBOR Rate ” shall have the meaning specified in the Schedule of Facility Information.

“ Lien ” shall mean any lien, claim, charge, restriction, pledge, security interest, mortgage, deed of trust or other encumbrance.

“ Litigation Threshold ” shall have the meaning specified in the Schedule of Facility Information.

“ Loan‑to‑Value Ratio ” or “ LTV ” shall mean with respect to any Mortgage Loan, the ratio of the original outstanding principal amount of the Mortgage Loan to the Appraised Value of the Mortgaged Property at origination.

“ Margin Call ” shall have the meaning specified in Section 4.

“ Margin Deficit ” shall have the meaning specified in Section 4.

“ Market Value ” shall mean, as of any date with respect to any Purchased Mortgage Loan, the price at which such Mortgage Loan could readily be sold as determined by Buyer in its sole good faith discretion.

Schedule 1-8

“ Material Adverse Effect ” shall mean a material adverse effect on (a) the Property, business, operations, or financial condition of any Seller Party, (b) the ability of any Seller Party to perform its obligations under any of the Program Documents to which it is a party, (c) the validity or enforceability of any of the Program Documents, (d) the rights and remedies of Buyer or any Affiliate under any of the Program Documents, (e) the timely payment of any amounts payable under the Program Documents, or (f) the Asset Value of the Purchased Mortgage Loans taken as a whole.

“ Maximum Purchase Price ” shall have the meaning set forth in the Schedule of Facility Information.

“ MERS ” shall mean Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

“ MERS System ” shall mean the system of recording transfers of mortgages electronically maintained by MERS.

“ Minimum Balance Requirement ” shall have the meaning set forth in the Schedule of Facility Information.

“ Monthly Financial Statement Date ” shall have the meaning set forth in the Schedule of Facility Information.

“ Monthly Payment ” shall mean the scheduled monthly payment of principal and interest on a Mortgage Loan.

“ Moody’s ” shall mean Moody’s Investor’s Service, Inc. or any successors thereto.

“ Mortgage ” shall mean each mortgage, assignment of rents, security agreement and fixture filing, or deed of trust, assignment of rents, security agreement and fixture filing, deed to secure debt, assignment of rents, security agreement and fixture filing, or similar instrument creating and evidencing a first lien on real property and other property and rights incidental thereto.

“ Mortgage File ” shall mean, with respect to a Mortgage Loan, the documents and instruments relating to such Mortgage Loan and set forth in the Customer Guide and the Schedule of Facility Information.

“ Mortgage Interest Rate ” shall mean the rate of interest borne on a Mortgage Loan from time to time in accordance with the terms of the related Mortgage Note.

“ Mortgage Loan ” shall mean any first lien, one‑to‑four‑family residential mortgage loan evidenced by a Mortgage Note and secured by a Mortgage, which Mortgage Loan is subject to a Transaction hereunder, which in no event shall include any mortgage loan which (a) is subject to Section 226.32 of Regulation Z or any similar state Requirement of Law (relating to high interest rate credit/lending transactions), (b) includes any single premium credit, life or accident and health insurance or disability insurance, or (c) is a High Cost Mortgage Loan.

“ Mortgage Loan Schedule ” shall mean with respect to any Transaction as of any date, a mortgage loan schedule in the form of a computer tape or other electronic medium generated by Seller and delivered to Buyer via the Warehouse Electronic System which provides information (including, without limitation, the information required pursuant to the Customer Guide relating to the Purchased Mortgage Loans in a format required pursuant to the Customer Guide.

Schedule 1-9

“ Mortgage Note ” shall mean the promissory note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.

“ Mortgaged Property ” shall mean the real property securing repayment of the debt evidenced by a Mortgage Note.

“ Mortgagor ” shall mean the obligor or obligors on a Mortgage Note, including any Person who has assumed or guaranteed the obligations of the obligor thereunder.

“ Net Income ” shall have the meaning specified in the Schedule of Facility Information.

“ Non‑Excluded Taxes ” shall have the meaning set forth in Section 7(a) of the Agreement.

“ Non‑Exempt Buyer ” shall have the meaning set forth in Section 7(e) of the Agreement.

“ Nondefaulting Party ” shall have the meaning set forth in Section 30 of the Agreement.

“ Note Amount ” shall mean the outstanding principal balance of a Mortgage Note.

“ Obligations ” shall mean (a) any amounts owed by Seller to Buyer in connection with a Transaction hereunder, together with interest thereon (including interest which would be payable as post‑petition interest in connection with any bankruptcy or similar proceeding) and all other fees or expenses which are payable hereunder or under any of the Program Documents; and (b) all other obligations or amounts owed by Seller to Buyer or an Affiliate of Buyer under any other contract or agreement, in each case, whether such amounts or obligations owed are direct or indirect, absolute or contingent, matured or unmatured.

“ OFAC ” shall have the meaning set forth in Section 11(x) of the Agreement.

“ Operating Account ” shall mean the account established pursuant to Section 9(c) of the Agreement.

“ Other Taxes ” shall have the meaning set forth in Section 7(b) of the Agreement.

“ Payment Date ” shall mean the 15 ^th day of each month, or if such date is not a Business Day, the Business Day immediately preceding such date.

“ PBGC ” shall mean the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“ Permitted Assignee ” shall mean (a) prior to an Event of Default, any Person who is (i) not a natural person, (ii) not a direct or indirect competitor of Seller or any Affiliate of Seller and (iii) a U.S. Affiliate of Buyer, and (b) after the occurrence and continuance of an Event of Default, any Person who is not a natural person.

“ Permitted Liens ” shall mean Liens permitted pursuant to clause (l) of Schedule 3 of the Agreement.

“ Person ” shall mean any individual, corporation, company, voluntary association, partnership, joint venture, limited liability company, trust, unincorporated association or government (or any agency, instrumentality or political subdivision thereof).

Schedule 1-10

“ PMI Policy ” shall mean a policy of primary mortgage guaranty insurance issued by a Qualified Insurer, as required by this Agreement with respect to certain Mortgage Loans.

“ Post‑Default Rate ” shall have the meaning set forth in the Schedule of Facility Information.

“ Power of Attorney ” shall mean that certain Power of Attorney from Seller in favor of Buyer in the form of Exhibit E hereto.

“ Price Differential ” shall mean, with respect to any Transaction hereunder as of any date, the aggregate amount obtained by daily application of the Pricing Rate (or, during the continuation of an Event of Default, by daily application of the Post‑Default Rate) for such Transaction to the Purchase Price for such Transaction on a 360 day per year basis for the actual number of days during the period commencing on (and including) the Purchase Date for such Transaction and ending on (but excluding) the Repurchase Date (reduced by any amount of such Price Differential previously paid by Seller to Buyer with respect to such Transaction).

“ Pricing Rate ” shall have the meaning set forth in the Schedule of Facility Information.

“ Pricing Spread ” shall have the meaning set forth in the Schedule of Facility Information.

“ Program Documents ” shall mean this Agreement, the Customer Guide, the Electronic Tracking Agreement, the Application, a Servicer Notice, if any, and the Power of Attorney.

“ Prohibited Person ” shall have the meaning set forth in Section 11(x) of the Agreement.

“ Property ” shall mean any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“ Purchase Date ” shall mean the date on which Purchased Mortgage Loans are transferred by Seller to Buyer or its designee.

“ Purchase Price ” shall have the meaning set forth in the Schedule of Facility Information.

“ Purchased Mortgage Loan ” shall mean each Mortgage Loan sold by Seller to Buyer in a Transaction, as reflected in the Warehouse Electronic System.

“ QM Rule ” shall mean 12 CFR 1026.43(e), including all applicable official staff commentary.

“ Qualified Insurer ” shall mean a mortgage guaranty insurance company duly authorized and licensed where required by law to transact mortgage guaranty insurance business and acceptable under the Approved Underwriting Guidelines.

“ Qualified Mortgage ” shall mean a Mortgage Loan that satisfies the criteria for a “qualified mortgage” as set forth in the QM Rule.

“ Rebuttable Presumption Qualified Mortgage Loan ” shall mean a Qualified Mortgage with an annual percentage rate that exceeds the average prime offer rate for a comparable mortgage loan as of the date the interest rate is set by 1.5 or more percentage points for a first-lien Mortgage Loan or by 3.5 or more percentage points for a subordinate-lien Mortgage Loan.

Schedule 1-11

“ Records ” shall mean all instruments, agreements and other books, records, and reports and data generated by other media for the storage of information maintained by Seller or any other person or entity with respect to a Purchased Mortgage Loan. Records shall include the Mortgage Notes, any Mortgages, the Mortgage Files, the credit files related to the Purchased Mortgage Loan and any other instruments necessary to document or service a Mortgage Loan.

“ Register ” shall have the meaning set forth in Section 19(b) of the Agreement.

“ Regulations T, U and X ” shall mean Regulations T, U and X of the Board of Governors of the Federal Reserve System (or any successor), as the same may be modified and supplemented and in effect from time to time.

“ Reportable Event ” shall mean any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .21, .22, .24, .26, .27 or .28 of PBGC Reg. § 4043.

“ Reporting Date ” shall have the meaning set forth in the Schedule of Facility Information.

“ Reporting Period ” shall have the meaning provided in Section 11(r) of the Agreement.

“ Repurchase Assets ” shall have the meaning provided in Section 8(a) of the Agreement.

“ Repurchase Date ” shall mean the date on which Seller is to repurchase the Purchased Mortgage Loans subject to a Transaction from Buyer which shall be the earliest of (i) the date specified in the related Transaction Request, (ii) the date requested pursuant to Section 3(d), (iii) a date no later than the Aging Limit, (iv) the Termination Date, or (v) any date determined by application of the provisions of Sections 3(d) or 14.

“ Repurchase Price ” shall mean the price at which Purchased Mortgage Loans are to be transferred from Buyer or its designee to Seller upon termination of a Transaction, which will be determined in each case (including Transactions terminable upon demand) as the sum of the Purchase Price and the Price Differential as of the date of such determination.

“ Requirement of Law ” shall mean as to any Person, the certificate of incorporation and by‑laws or other organizational or governing documents of such Person, and any law, treaty, rule, regulation, procedure or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its Property is subject.

“ Responsible Officer ” shall mean an officer of Seller Party listed on Schedule 2 hereto, as such Schedule 2 may be amended from time to time.

“ S&P ” shall mean Standard & Poor’s Ratings Services, or any successor thereto.

“ Safe Harbor Qualified Mortgage ” shall mean a Qualified Mortgage with an annual percentage rate that does not exceed the average prime offer rate for a comparable mortgage loan as of the date the interest rate is set by 1.5 or more percentage points for a first-lien Mortgage Loan or by 3.5 or more percentage points for a subordinate-lien Mortgage Loan.

“ Schedule of Facility Information ” shall mean the schedule containing certain financial and pricing information related to this Agreement as identified on Schedule 2 hereto.

Schedule 1-12

“ SEC ” shall have the meaning set forth in Section 33 of the Agreement.

“ Section 4402 ” shall have the meaning set forth in Section 30 of the Agreement.

“ Seller ” shall mean M/I Financial, LLC, or any successor in interest thereto.

“ Seller Party ” shall mean each of Seller and the Guarantor, if any, and collectively, Seller Parties.

“ Servicer ” shall have the meaning set forth in the Schedule of Facility Information, or any successor or permitted assigns.

“ Servicer Notice ” shall mean to the extent applicable, the notice acknowledged by the Servicer substantially in the form of Exhibit C hereto.

“ Servicing Rights ” shall mean the rights of any Person to administer, service or subservice, the Purchased Mortgage Loans or to possess related Records.

“ Servicing Term ” shall have the meaning set forth in Section 16(a) of the Agreement.

“ Settlement Agent ” shall have the meaning set forth in the Schedule of Facility Information.

“ SIPA ” shall have the meaning set forth in Section 33 of the Agreement.

“ Subservicer ” shall have the meaning set forth in Section 16(b) of the Agreement.

“ Subsidiary ” shall mean, with respect to any Person, any corporation, partnership or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“ Successor Servicer ” shall have the meaning set forth in Section 16(g) of the Agreement.

“ Takeout Commitment ” shall mean a commitment of Seller to sell one or more Mortgage Loans to an Approved Investor, and the corresponding Approved Investor’s commitment back to Seller to effectuate the foregoing.

“ Takeout Failure ” shall mean the failure of an Approved Investor to purchase one or more Mortgage Loans pursuant to the applicable Takeout Commitment.

“ Takeout Price ” shall mean the price at which the Approved Investor has agreed to purchase a Purchased Mortgage Loan from Seller.

“ Taxes ” shall have the meaning set forth in Section 7(a) of the Agreement.

“ Termination Date ” shall have the meaning set forth in the Schedule of Facility Information.

Schedule 1-13

“ Test Period ” shall have the meaning set forth in the Schedule of Facility Information.

“ Transaction ” shall have the meaning specified in Section 1.

“ Transaction Request ” shall mean a request from Seller to Buyer to enter into a Transaction, which shall be submitted electronically through the Warehouse Electronic System in accordance with the Customer Guide.

“ Uniform Commercial Code ” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non perfection of the security interest in any Repurchase Assets or the continuation, renewal or enforcement thereof is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of the Agreement relating to such perfection or effect of perfection or non perfection.

“ VA ” shall mean the U.S. Department of Veterans Affairs, an agency of the United States of America, or any successor thereto including the Secretary of Veterans Affairs.

“ VA Approved Lender ” shall mean a lender which is approved by the VA to act as a lender in connection with the origination of VA Mortgage Loans.

“ VA Mortgage Loan ” means a Mortgage Loan which is subject of a VA Mortgage Loan Guaranty Agreement as evidenced by a loan guaranty certificate, or a Mortgage Loan which is a vender loan sold by the VA.

“ VA Mortgage Loan Guaranty Agreement ” means the obligation of the United States to pay a specific percentage of a Mortgage Loan (subject to a maximum amount) upon default of the Mortgagor pursuant to the Servicemen’s Readjustment Act, as amended.

“ Warehouse Electronic System ” shall mean the system utilized by Buyer either directly, or through its vendors, and which may be accessed by Seller in connection with delivering and obtaining information and requests as described further in the Customer Guide.

“ Warehouse Fees ” shall be the fees set forth on Schedule 2 hereto.

“ Well Capitalized ” shall mean, with respect to any Insured Depository Institution, the maintenance by such Insured Depository Institution of capital ratios at or above the required minimum levels for such capital category under the regulations promulgated pursuant to Section 1831(o) (“ Prompt Corrective Action ”) of the United States Code, as amended from time to time, by the Appropriate Federal Banking Agency for such institution, as such regulation may be amended from time to time.

“ Wet File ” shall mean, with respect to a Wet Loan, the documents and instruments relating to such Mortgage Loan and set forth in the Customer Guide for Wet Loans.

“ Wet Loan ” shall mean a Mortgage Loan which Seller is selling to Buyer simultaneously with the origination thereof and for which the Mortgage File has not been delivered to Buyer.

Schedule 1-14

SCHEDULE 2

SCHEDULE OF FACILITY INFORMATION

SECTION 1. Parties; Jurisdictions .

Seller:

“ Jurisdiction of Organization of Seller ” shall mean Ohio.

“ Type of Organization of Seller ” shall mean limited liability company.

“ Organizational Identification Number of Seller ” shall mean 621252.

“ UCC Filing Jurisdictions of Seller ” shall mean Ohio.

Servicer:

“ Servicer ” shall mean Seller, its successors in interest and assigns.

Guarantor: N/A

SECTION 2. Maximum Purchase Price; Account Balance Requirements .

“ Maximum Purchase Price ” shall mean $15,000,000; provided that upon the written request of the Seller and the written consent of Buyer, the Maximum Purchase Price may be increased to an amount up to $25,000,000 subject to Buyer’s receipt of the related increase in the Commitment Fee with respect to the increased amount of the Maximum Purchase Price only.

“ Minimum Balance Requirement ” shall mean $500,000.

SECTION 3. Commitment . The Agreement constitutes a commitment by Buyer to enter into Transactions under the Agreement. The parties acknowledge that the Buyer has committed to enter into Transactions with Seller on a committed basis, subject to satisfaction of all terms and conditions of the Agreement.

SECTION 4. Termination Date . The Termination Date shall mean November 1, 2016, or such other date declared by either Seller or Buyer as contemplated below, or such date as determined by Buyer pursuant to its rights and remedies under the Agreement.

SECTION 5. Asset Classifications, Concentration Limits and Purchase Price . Set forth below is a table of type of asset, Concentration Limit, Purchase Price, and Aging Limits, as applicable.

Schedule 2-1



Approved Mortgage Product	Concentration Limit (based upon Maximum Purchase Price unless otherwise noted)	Purchase Price	Aging Limit (Days from Purchase Date)
Conforming Mortgage Loan : A Mortgage Loan which is secured by a first lien, is originated by Seller and such Mortgage Loan (a) meets all applicable Fannie Mae or FHLMC underwriting standards and received a favorable eligibility response from any of Fannie Mae Desktop Underwriter or FHLMC Loan Prospector and is at or below the current year’s published general loan limits for conventional mortgages (currently $417,000) (i) has a minimum FICO score of 640, (ii) may be approved by Buyer in its sole good faith discretion and (iii) has an LTV or CLTV less than 100% or (b) is eligible to be insured by the VA or FHA (excluding any FHA Loan or VA Mortgage Loan which exceeds the Fannie Mae or FHLMC guidelines for maximum general conventional loan amount, currently $417,000) and (i) has a minimum FICO score of 640, (ii) may be approved by Buyer in its sole good faith discretion and (iii) has an LTV or CLTV less than 100%. Please see the website below for more information on loan limits: https://www.efanniemae.com/sf/refmaterials/loanlimits/ index.jsp .	100% No more than 4 Mortgage Loans with any single Mortgagor across all product types	The least of (a) 98% of the Takeout Price, (b) 98% of the Acquisition Cost, (c) 98% of the Note Amount, and (d) 98% of the Market Value Purchase Price will not exceed $2 million in aggregate for one or more Mortgage Loans for any single Mortgagor	45 calendar days
Agency High Balance Mortgage Loan : A Mortgage Loan which is secured by a first lien Mortgage and is originated by Seller that (a) has an original Mortgage Loan amount in excess of general Conforming Mortgage Loan limits specified under Conforming Mortgage Loans and (i) has an original Mortgage Loan amount that is less than the maximum high balance county limit for the county that the subject property is located in, (ii) meets the eligibility requirements of Buyer as determined in its sole good faith discretion, (iii) has a minimum FICO score of 640 and (iv) has an LTV or CLTV less than 100% or (b) is eligible to be insured by the VA or FHA and (i) has a minimum FICO score of 640, (ii) meets the eligibility requirements of Buyer as determined in its sole good faith discretion and (iii) has an LTV or CLTV less than 100%. Please see the website below for more information on high- balance loan limits: https://www.efanniemae.com/sf/mortgageproducts/fixed/highbalance.jsp	100% No more than 4 Mortgage Loans with any single Mortgagor across all product types	The least of (a) 98% of the Takeout Price, (b) 98% of the Acquisition Cost, (c) 98% of the Note Amount and (d) 98% of the Market Value Purchase Price will not exceed $2 million in aggregate for one or more Mortgage Loans for any single Mortgagor	45 calendar days

Schedule 2-2



Approved Mortgage Product	Concentration Limit (based upon Maximum Purchase Price unless otherwise noted)	Purchase Price	Aging Limit (Days from Purchase Date)
Jumbo Mortgage Loan : A Mortgage Loan which is secured by a first lien Mortgage and is originated by Seller that (i) has an original Mortgage Loan amount in excess of general Conforming Loan limits, (ii) has an original Mortgage Loan amount in excess of the maximum high balance county limit for the county that the subject property is located in, (iii) meets the eligibility requirements of Buyer as determined in its sole discretion and (iv) has a Takeout Commitment from an Approved Investor which shall include evidence of an underwriting approval, with no conditions outstanding to close the Mortgage Loan and a purchase price, purchase price commitment number and purchase price commitment expiration date for the Mortgage Loan. In no event shall the Mortgagor’s DTI exceed 50%.	25% No more than 4 Mortgage Loans with any single Mortgagor across all product types	The least of (a) 97% of the Takeout Price, (b) 97% of the Acquisition Cost, (c) 97% of the Note Amount, and (d) 97% of the Market Value Purchase Price will not exceed $2 million in aggregate for one or more Mortgage Loans for any single Mortgagor	30 calendar days
Shipped Mortgage Loan . Purchased Mortgage Loan shipped to an Approved Investor.	N/A	Per Approved Mortgage Product Category	25 calendar days from the date of shipment of the Mortgage Loan
Exception Mortgage Loan : A Mortgage Loan which would otherwise be acceptable as a Conforming Mortgage Loan except that such Mortgage Loan may not meet the FICO Score or other underwriting criteria established by the Buyer. In no event shall the Mortgagor’s (i) FICO score be less than 580 or (ii) DTI exceed 50%.	10%	The lesser of (a) 97% of the Takeout Price, (b) 97% of the Note Amount and (c) 97% of the Market Value	30 calendar days
Mortgage Loan Released on Trust Receipt . A Mortgage Note with respect to a Purchased Mortgage Loan returned to Seller for purposes of correction.	Maximum of one Mortgage Loan at any time	Per Approved Mortgage Product Category	10 calendar days from the date of release of the Mortgage Loan
Wet Loan . An Eligible Mortgage Loan meeting the other criteria for an Approved Mortgage Product for which the Mortgage Loan documents relating to such Mortgage Loan have not been received by the Buyer or its agent. The Wet Loan will be closed by either (a “ Settlement Agent ”): (i) a Title Company or its agent which has been pre-approved by Buyer in its sole good faith discretion for which Buyer is in receipt of a Closing Protection Letter; or (ii) a closing agent other than referred to in (i) which has been pre-approved by Buyer in its sole good faith discretion. A Mortgage Loan is no longer a Wet Loan when the Mortgage Loan documents have been received by Buyer and are acceptable to Buyer in form and substance.	40%	Per Approved Mortgage Product Category	(i) Title Company: 5 Business Days (ii) closing agent: 3 Business Days

Schedule 2-3

SECTION 6. Price Differential; Pricing Rate; Post-Default Rate .

“ Post-Default Rate ” shall mean a rate equal to the sum of (a) the Pricing Rate plus (b) three percent (3.00%).

The “ Pricing Rate ” shall be a rate per annum equal to the sum of (a) the Index Rate plus (b) the Pricing Spread. Buyer’s calculations with respect thereto shall be conclusive absent manifest error.

The “ Pricing Spread ” shall equal:

(a) with respect to Transactions the subject of which are Mortgage Loans which are Conforming Mortgage Loans, Agency High Balance Mortgage Loans and Exception Mortgage Loans, 2.50%; or

(b) with respect to Transactions the subject of which are Mortgage Loans which are Jumbo Mortgage Loans, 2.75%.

The “ Index Rate ” shall equal the LIBOR Rate.

The “ LIBOR Rate ” shall mean for each day the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to 30 days appearing on the Official ICE LIBOR Fixings page by Bloomberg or in the Wall Street Journal (or any successor page). In the event that such rate does not appear on the Official ICE LIBOR Fixings page by Bloomberg or in the Wall Street Journal (or otherwise on such screen), the LIBOR Rate shall be determined by reference to such other comparable publicly available service for displaying Eurodollar rates as may be selected by Buyer or, in the absence of such availability, by reference to the rate at which Buyer is offered Dollar deposits at or about 11:00 A.M., New York City time, in the interbank Eurodollar market where its Eurodollar and foreign currency and exchange operations are then being conducted for delivery on such day and in an amount comparable to the amount of the Transactions to be outstanding during such day.

SECTION 7. Certain Financial Condition Covenants . Without limiting any provision set forth in the Agreement, the applicable Seller Party shall comply with the following covenants:

(a) Maintenance of Tangible Net Worth ^* plus Subordinated Debt ^§ . The Seller shall maintain a Tangible Net Worth ^* plus Subordinated Debt ^§ of not less than $11,000,000.

(b) Reserved .

(c) Maintenance of Ratio of Indebtedness ÷ less Subordinated Debt ^§ to Tangible Net Worth ^* plus Subordinated Debt ^§ . The Seller shall maintain the ratio of (a) Indebtedness÷ less Subordinated Debt ^§ to (b) Tangible Net Worth ^* plus Subordinated Debt ^§ no greater than 10:1.

(d) Maintenance of Profitability . Seller shall not permit, for any Test Period, Net Income∉ for such Test Period, before income taxes for such Test Period and distributions made during such Test Period, to be less than $1.00. “ Test Period ” shall mean any calendar quarter.

(e) Guarantees . Without the written approval of Buyer, Seller shall not create, incur, assume or suffer to exist any Guarantees, except to the extent reflected in Seller’s Financial Statements or notes thereto.

Schedule 2-4

(f) Total Warehouse Capacity . Seller shall ensure that the Maximum Aggregate Purchase Price does not exceed 50% the aggregate maximum availability under its Warehouse Facilities (whether drawn or undrawn).

(g) Maintenance of Liquidity . The Seller shall ensure that, as of the end of each calendar month, it has cash and Cash Equivalents§ (excluding Restricted Cash≈ or cash pledged to Persons other than Buyer), in an amount not less than $5,500,000.

(h) Reserved .

(i) Scheduled Indebtedness √. Without the prior written consent of Buyer, Seller shall not incur any additional material Indebtedness (other than (i) the Scheduled Indebtedness√ listed under the definition thereof; (ii) usual and customary accounts payable for a mortgage company and (iii) warehouse, repurchase, loan or other mortgage financing facilities, early purchase programs or as soon as pooled plus programs).

(j) Limitation on Dividends and Distributions . Upon the occurrence and after the continuance of an Event of Default, Seller shall not make any payment on account of, or set apart assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any equity interest of Seller, whether now or hereafter outstanding, or make any other distribution or dividend in respect of any of the foregoing or to any shareholder or equity owner of Seller, either directly or indirectly, whether in cash or property or in obligations of Seller or any of Seller’s consolidated Subsidiaries.

(k) For purposes hereof, the following terms shall have the following meanings:

(i) “ Cash Equivalents ” shall mean (a) securities with maturities of 90 days or less from the date of acquisition issued or fully guaranteed or insured by the United States Government or any agency thereof, (b) certificates of deposit and eurodollar time deposits with maturities of 90 days or less from the date of acquisition and overnight bank deposits of Buyer or its Affiliates or of any commercial bank having capital and surplus in excess of $500,000,000, (c) repurchase obligations of Buyer or its Affiliates or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than seven days with respect to securities issued or fully guaranteed or insured by the United States Government, (d) commercial paper of a domestic issuer rated at least A‑1 or the equivalent thereof by S&P or P‑1 or the equivalent thereof by Moody’s and in either case maturing within 90 days after the day of acquisition, (e) securities with maturities of 90 days or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s, (f) securities with maturities of 90 days or less from the date of acquisition backed by standby letters of credit issued by Buyer or any commercial bank satisfying the requirements of clause (b) of this definition or (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.

(ii) ÷ “ Indebtedness ” shall mean (i) all indebtedness for borrowed money or for the deferred purchase price of property or services and all obligations under leases which are or should be under GAAP, recorded as capital leases, in respect of which a person is directly or contingently liable as borrower, guarantor, endorser or otherwise, or in respect of which a person otherwise assures a creditor against loss, (ii) all obligations for borrowed money or for the deferred purchase price of a property or services secured by (or for which the holder has an existing right, contingent or otherwise, to be secured by) any lien upon property (including without limitation accounts receivable and contract rights) owned by a

Schedule 2-5

person, whether or not such person has assumed or become liable for the payment thereof, and (iii) all other liabilities and obligations which would be classified in accordance with GAAP as liabilities on a balance sheet or to which reference should be made in footnotes thereto.

(iii) “ Net Income ” shall mean, for any Person for any period, the net income of such Person for such period as determined in accordance with GAAP.

(iv) “ Restricted Cash ” shall mean for any Person, any amount of Cash of such Person that is contractually required to be set aside, segregated or otherwise reserved.

(v) “ Scheduled Indebtedness ” shall mean the $110,000,000 Comerica Bank syndicated warehouse line of credit currently maturing on June 24, 2016, as increased, extended, amended, modified, supplemented or restated from time to time.

(vi) “ Tangible Net Worth ” shall mean, as of the date of determination thereof, (a) total assets (excluding (i) all Intangible Assets and (ii) all obligations owed from affiliates or any employee), minus (b) total liabilities (excluding Subordinated Indebtedness). For purposes of this definition, “Intangible Assets” shall mean, as of the date of determination thereof, assets that in accordance with GAAP are properly classifiable as intangible assets, including, but not limited to goodwill, franchises, licenses, patents, trademarks trade names and copyrights and any other asset categories the Buyer deems as Intangible Assets in its sole good faith discretion.

(vii) “ Warehouse Facility ” shall mean any loan, repurchase facility or other arrangement for incurring Indebtedness secured by Seller’s Mortgage Loans.

SECTION 8. Financial Reporting .

“ Annual Financial Statement Date ” shall mean December 31, 2014.

“ Financial Reporting Party ” shall mean Seller.

“ Monthly Financial Statement Date ” shall mean August 31, 2015.

SECTION 9. Change in Control .

“ Change in Control ” shall mean:

(a) any transaction or event as a result of which M/I Homes, Inc. ceases to own, directly 100% of the membership interest of Seller;

(b) the sale, transfer, or other disposition of all or substantially all of any Seller Party’s assets (excluding any such action taken in connection with any securitization transaction); or

(c) the consummation of a merger or consolidation of a Seller Party with or into another entity or any other corporate reorganization (in one transaction or in a series of transactions), if more than 50% of the combined voting power of the continuing or surviving entity’s stock outstanding immediately after such merger, consolidation or such other reorganization is owned by persons who were not stockholders of a Seller Party immediately prior to such merger, consolidation or other reorganization; or

Schedule 2-6

(d) as of any date a majority of the management committee of Seller consists of individuals who were not either (i) directors of Seller as of the corresponding date of the previous year, (ii) selected or nominated to become members of the management committee by the management committee of Seller of which a majority consisted of individuals described in clause (d)(i) above, or (iii) selected or nominated to become directors by the management committee of Seller of which a majority consisted of individuals described in clause (d) (i) above and individuals described in clause (d)(ii) above.

SECTION 10. Certain Thresholds and Reporting Date .

“ Buy Back Threshold ” shall have mean $5,000,000.

“ Facility Termination Threshold ” shall mean $15,000,000.

“ Litigation Threshold ” shall mean $200,000.

“ Reporting Date ” shall mean the 10 ^th day of each month, or if such day is not a Business Day, the next succeeding Business Day.

SECTION 11. Contents of Mortgage File .

Seller shall be required to deliver the items as more particularly described in the Customer Guide.

SECTION 12. Warehouse and Other Fees .

(c) Commitment Fee. Seller shall pay to Buyer in immediately available funds, earned on the date of the Agreement, a non‑refundable Commitment Fee equal to 0.25% multiplied by the Maximum Purchase Price. The Commitment Fee shall be paid in full on the date hereof.

(d) Non-Use Fee . No later than the 15 ^th day (and if such day is not a Business Day, the following Business Day) following the end of each calendar month, Seller shall pay in immediately available funds to Buyer a non‑refundable Non-Use Fee equal to the product of (a) 0.25% per annum calculated on the basis of a 360 day year and (b) the excess of (i) 50% of Maximum Purchase Price over (ii) the average daily Purchase Price of the Purchased Mortgage Loans during such calendar month.

(e) Aging Exception Fee . $10 per day per Purchased Mortgage Loan that is past its applicable Aging Limit.

(f) Asset Handling Fee . For each Purchased Mortgage Loan, $65.

(g) Purchase and Repurchase Wire Fee . For each Purchased Mortgage Loan, $10.

Asset Handling Fees and Purchase and Repurchase Wire Fees will be deducted from investor remittances prior to the release of proceeds to Seller. All other fees will be due within 15 days of notification to Seller.

Schedule 2-7

SECTION 13. Account Information .

(l) INBOUND ACCOUNT:

“M/I Financial, LLC Inbound Account in trust for Sterling National Bank.”
Account No. 5300000830
Reference: M/I Financial, LLC
ABA No. 221970443

(m) HAIRCUT ACCOUNT:

“M/I Financial, LLC Haircut Account in trust for Sterling National Bank.”
Account No. 5300000822
Reference: M/I Financial, LLC
ABA No. 221970443

(n) OPERATING ACCOUNT

“M/I Financial, LLC Operating Account in trust for Sterling National Bank.”
Account No. 5300000849
Reference: M/I Financial, LLC
ABA No. 221970443

Schedule 2-8

SECTION 14. List of Responsible Officers

SELLER NOTICES

Name: M/I Financial, LLC Address: 3 Easton Oval, Suite 540

Telephone: 614-418-8655 Columbus, OH 43219

Facsimile: 614 418-8686

SELLER AUTHORIZATIONS

Any of the persons whose signatures and titles appear below are authorized, acting singly, to act for Seller under this Agreement:



Name	Title	Signature

Paul Rosen President/CEO

Derek Klutch COO/EVP

Schedule 2-9

SCHEDULE 3

REPRESENTATIONS AND WARRANTIES

Seller represents and warrants to Buyer, with respect to each Mortgage Loan, that as of the Purchase Date for the purchase of any Purchased Mortgage Loans by Buyer from Seller and as of the date of this Agreement and any Transaction hereunder and at all times while the Facility Documents and any Transaction hereunder is in full force and effect, that the following are true and correct. For purposes of this Schedule 3 and the representations and warranties set forth herein, a breach of a representation or warranty shall be deemed to have been cured with respect to a Mortgage Loan if and when Seller has taken or caused to be taken action such that the event, circumstance or condition that gave rise to such breach no longer adversely affects such Mortgage Loan, including, without limitation, the repurchase of such Mortgage Loan by Seller in accordance with the provisions hereof. With respect to those representations and warranties which are made to the best of Seller’s knowledge, if it is discovered by Seller or Buyer that the substance of such representation and warranty is inaccurate, notwithstanding Seller’s lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty.

(a) Mortgage Loans as Described . The information set forth in the Mortgage Loan Schedule is complete, true and correct in all material respects;

(b) Payments Current . No payment required under the Mortgage Loan is 30 days or more delinquent nor has any payment under the Mortgage Loan been 30 days or more delinquent at any time since the origination of the Mortgage Loan;

(d) Approved Underwriting Guidelines . The Mortgage Loan satisfies the Approved Underwriting Guidelines;

(e) No Outstanding Charges . There are no defaults in complying with the terms of the Mortgage, and all taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due and payable. Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds by a party other than the Mortgagor, directly or indirectly, for the payment of any amount required under the Mortgage Loan, except for interest accruing from the date of the Mortgage Note or date of disbursement of the Mortgage Loan proceeds, whichever is earlier, to the day which precedes by one month the Due Date of the first installment of principal and interest;

(f) Original Terms Unmodified . The terms of the Mortgage Note and Mortgage have not been impaired, waived, altered or modified in any respect, from the date of origination except by a written instrument which has been recorded, if necessary to protect the interests of Buyer, and which has been delivered to Buyer or to such other Person as Buyer shall designate in writing, and the terms of which are reflected in the Mortgage Loan Schedule. The substance of any such waiver, alteration or modification has been approved by the issuer of any related PMI Policy and the title insurer, if any, to the extent required by the policy, and its terms are reflected on the Mortgage Loan Schedule, if applicable. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement, approved by the issuer of

Schedule 3-1

any related PMI Policy and the issuer of the title insurer, to the extent required by the policy, and which assumption agreement is part of the Mortgage Loan File delivered to Buyer or to such other Person as Buyer shall designate in writing and the terms of which are reflected in the Mortgage Loan Schedule;

(g) No Defenses . The Mortgage Loan is not subject to any right of rescission, set‑off, counterclaim or defense, including without limitation the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set‑off, counterclaim or defense, including without limitation the defense of usury, and no such right of rescission, set‑off, counterclaim or defense has been asserted with respect thereto, and no Mortgagor was a debtor in any state or federal bankruptcy or insolvency proceeding at, or subsequent to, the time the Mortgage Loan was originated;

(h) Hazard Insurance . Pursuant to the terms of the Mortgage, all buildings or other improvements upon the Mortgaged Property are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are provided for in the Fannie Mae Guides or by Freddie Mac, as well as all additional requirements set forth in the Approved Underwriting Guidelines. If required by the National Flood Insurance Act of 1968, as amended, each Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration as in effect which policy conforms to Fannie Mae and Freddie Mac, as well as all additional requirements set forth in the Servicing Agreement. All individual insurance policies contain a standard mortgagee clause naming Seller and its successors and assigns as mortgagee, and all premiums thereon have been paid and such policies may not be reduced, terminated or cancelled without 30 days’ prior written notice to the mortgagee. The Mortgage obligates the Mortgagor thereunder to maintain the hazard insurance policy at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at such Mortgagor’s cost and expense, and to seek reimbursement therefor from the Mortgagor. Where required by state law or regulation, the Mortgagor has been given an opportunity to choose the carrier of the required hazard insurance, provided the policy is not a “ master ” or “ blanket ” hazard insurance policy covering a condominium, or any hazard insurance policy covering the common facilities of a planned unit development. The hazard insurance policy is the valid and binding obligation of the insurer, is in full force and effect, and will be in full force and effect and inure to the benefit of Buyer upon the consummation of the transactions contemplated by this Agreement. Seller has not engaged in, and has no knowledge of the Mortgagor’s or any servicer’s having engaged in, any act or omission which would impair the coverage of any such policy, the benefits of the endorsement provided for herein, or the validity and binding effect of such policy, including, without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by Seller;

(i) Compliance with Applicable Laws . Any and all requirements of any federal, state or local law including, without limitation, usury, truth‑in‑lending, real estate settlement procedures, consumer credit protection, anti-predatory lending laws, laws covering fair housing, fair credit reporting, community reinvestment, homeowners equity protection, equal credit opportunity and disclosure laws or unfair and deceptive practices laws applicable to the Mortgage Loan have been complied with, the consummation of the transactions contemplated hereby will not involve the violation of any such laws or regulations. Seller shall maintain in its possession, available for Buyer’s inspection, and shall deliver to Buyer upon demand, evidence of compliance with all requirements set forth herein;

Schedule 3-2

(j) No Satisfaction of Mortgage . The Mortgage has not been satisfied, canceled, subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such release, cancellation, subordination or rescission. Seller has not waived the performance by the Mortgagor of any action, if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in default, nor has Seller waived any default resulting from any action or inaction by the Mortgagor;

(k) Location and Type of Mortgaged Property . The Mortgaged Property is a fee simple property located in the state identified in the Mortgage Loan Schedule except that with respect to real property located in jurisdictions in which the use of leasehold estates for residential properties is a widely‑accepted practice, the Mortgaged Property may be a leasehold estate and consists of a single parcel of real property with a detached single family residence erected thereon, or a two‑ to four‑family dwelling, or an individual residential condominium or cooperative unit in a low‑rise or high-rise condominium or cooperative project, or an individual unit in a planned unit development and that no residence or dwelling is (i) a mobile home or (ii) a manufactured home, provided, however, that any condominium or cooperative unit or planned unit development shall not fall within any of the “Ineligible Projects” of part VIII, Section 102 of the Fannie Mae Selling Guide and shall conform with the Approved Underwriting Guidelines. The Mortgaged Property is not raw land. As of the date of origination, no portion of the Mortgaged Property was used for commercial purposes, and since the date of origination, no portion of the Mortgaged Property has been used for commercial purposes; provided, that Mortgaged Properties which contain a home office shall not be considered as being used for commercial purposes as long as the Mortgaged Property has not been altered for commercial purposes and is not storing any chemicals or raw materials other than those commonly used for homeowner repair, maintenance and/or household purposes;

(l) Valid First Lien . Each Mortgage is a valid and subsisting first lien of record on a single parcel of real estate constituting the Mortgaged Property, including all buildings and improvements on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems located in or annexed to such buildings, and all additions, alterations and replacements made at any time, subject in all cases to the exceptions to title set forth in the title insurance policy with respect to the related Mortgage Loan, which exceptions are generally acceptable to prudent mortgage lending companies, and such other exceptions to which similar properties are commonly subject and which do not individually, or in the aggregate, materially and adversely affect the benefits of the security intended to be provided by such Mortgage. In no event shall any Mortgage Loan be in a lien position more junior than a second lien. The lien of the Mortgage is subject only to:

(i) the lien of current real property taxes and assessments not yet due and payable;

(ii) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording acceptable to prudent mortgage lending institutions generally and specifically referred to in the lender’s title insurance policy delivered to the originator of the Mortgage Loan and (a) specifically referred to or otherwise considered in the appraisal made for the originator of the Mortgage Loan or (b) which do not adversely affect the Appraised Value of the Mortgaged Property set forth in such appraisal; and

(iii) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property.

Schedule 3-3

Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting, enforceable and perfected first lien and first priority security interest on the property described therein and Seller has full right to sell and assign the same to Buyer. The Mortgaged Property was not, as of the date of origination of the Mortgage Loan, subject to a mortgage, deed of trust, deed to secure debt or other security instrument creating a lien subordinate to the lien of the Mortgage;

(m) Validity of Mortgage Documents . Each of the Mortgage Note, the Mortgage and any other agreement executed and delivered by a Mortgagor in connection with a Mortgage Loan is the legal, valid and binding obligation of the maker thereof enforceable in accordance with its terms. To Seller’s knowledge, all parties to the Mortgage Note, the Mortgage and any other such related agreement (other than Seller) had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note, the Mortgage and any such agreement, and the Mortgage Note, the Mortgage and any other such related agreement have been duly and properly executed by other such related parties. The documents, instruments and agreements submitted for loan underwriting were not falsified and contain no untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the information and statements therein not misleading. No fraud, error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the part of any Person, including without limitation, the Mortgagor, any appraiser, any builder or developer, or any other party involved in the origination or servicing of the Mortgage Loan or in the application or any insurance in relation to such Mortgage Loan. Seller has reviewed all of the documents constituting the Servicing File and has made such inquiries as it deems necessary to make and confirm the accuracy of the representations set forth herein;

(n) Full Disbursement of Proceeds . The Mortgage Loan has been closed and the proceeds of the Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder, and any and all requirements as to completion of any on‑site or off‑site improvement and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage. All points and fees related to each Mortgage Loan were disclosed in writing to the Mortgagor in accordance with applicable state and federal law and regulation. No Mortgagor was charged “points and fees” (whether or not financed) in an amount that exceeds 3% of the total loan amount (or such other applicable limits for lower balance Mortgages) as specified under 12 CFR 1026.43(e)(3), and the points and fees were calculated using the calculation required for qualified mortgages under 12 CFR 1026.32(b) to determine compliance with applicable requirements. All fees and charges (including finance charges) and whether or not financed, assessed, collected or to be collected in connection with the origination and servicing of each Mortgage Loan has been disclosed in writing to the Mortgagor in accordance with applicable state and federal law and regulation;

(o) Ownership . Seller is the sole owner of record and holder of the Mortgage Loan and the indebtedness evidenced by each Mortgage Note and upon the sale of the Mortgage Loans to Buyer, Seller will retain the Mortgage Files or any part thereof with respect thereto not delivered to Buyer, Buyer or Buyer’s designee, in trust only for the purpose of servicing and supervising the servicing of each Mortgage Loan. The Mortgage Loan is not assigned or pledged, and Seller has good, indefeasible and marketable title thereto, and has full right to transfer and sell the Mortgage Loan to Buyer free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement and following the sale of each Mortgage Loan, Buyer will own such Mortgage

Schedule 3-4

Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. Seller intends to relinquish all rights to possess, control and monitor the Mortgage Loan;

(p) Doing Business . To Seller’s knowledge, all parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (1) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (2) either (i) organized under the laws of such state, or (ii) qualified to do business in such state, or (iii) a federal savings and loan association, a savings bank or a national bank having a principal office in such state, or (3) not doing business in such state;

(q) LTV, PMI Policy . No Mortgage Loan has an LTV greater than 100%. The LTV of the Mortgage Loan either is not more than 80% or the excess over 75% of the Appraised Value is and will be insured as to payment defaults by a PMI Policy until the LTV of such Mortgage Loan is reduced to 80%. All provisions of such PMI Policy have been and are being complied with, such policy is in full force and effect, and all premiums due thereunder have been paid. Any Mortgage Loan subject to a PMI Policy obligates the Mortgagor thereunder to maintain the PMI Policy and to pay all premiums and charges in connection therewith. Each Mortgage Loan which is represented to Buyer to have, or to be eligible for, FHA insurance is insured, or eligible to be insured, pursuant to the National Housing Act. Each Mortgage Loan which is represented by Seller to be guaranteed, or to be eligible for guaranty, by the VA is guaranteed, or eligible to be guaranteed, under the provisions of Chapter 37 of Title 38 of the United States Code. As to each FHA insurance certificate or each VA guaranty certificate, Seller has complied with applicable provisions of the insurance for guaranty contract and federal statutes and regulations, all premiums or other charges due in connection with such insurance or guarantee have been paid, there has been no act or omission which would or may invalidate any such insurance or guaranty, and the insurance or guaranty is, or when issued, will be, in full force and effect with respect to each Mortgage Loan. The Mortgage Interest Rate for the Mortgage Loan as set forth on the Mortgage Loan Schedule is net of any such insurance premium. No action, inaction, or event has occurred and no state of facts exists that has, or will result in the exclusion from, denial of, or defense to insurance coverage;

(r) Title Insurance . The Mortgage Loan is covered by an ALTA lender’s title insurance policy, or with respect to any Mortgage Loan for which the related Mortgaged Property is located in California a CLTA lender’s title insurance policy, or other generally acceptable form of policy or insurance acceptable to Fannie Mae or Freddie Mac and each such title insurance policy is issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring Seller, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of paragraph (j) of this Schedule 3 , and in the case of adjustable rate Mortgage Loans, against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. Additionally, such lender’s title insurance policy affirmatively insures ingress and egress, and against encroachments by or upon the Mortgaged Property or any interest therein. The title policy does not contain any special exceptions (other than the standard exclusions) for zoning and uses and has been marked to delete the standard survey exception or to replace the standard survey exception with a specific survey reading. Seller, its successors and assigns, are the sole insureds of such lender’s title insurance policy, and such lender’s title insurance policy is valid and remains in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender’s title insurance policy, and no prior holder of the related Mortgage, including Seller,

Schedule 3-5

has done, by act or omission, anything which would impair the coverage of such lender’s title insurance policy, including without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other Person or entity, and no such unlawful items have been received, retained or realized by Seller;

(s) No Defaults . Other than payments due but not yet 30 days or more delinquent, there is no default, breach, violation or event which would permit acceleration existing under the Mortgage or the Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event which would permit acceleration, and neither Seller nor any of its affiliates nor any of their respective predecessors, have waived any default, breach, violation or event which would permit acceleration;

(t) No Mechanics’ Liens . There are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage;

(u) Location of Improvements; No Encroachments . All improvements which were considered in determining the Appraised Value of the Mortgaged Property lay wholly within the boundaries and building restriction lines of the Mortgaged Property, and no improvements on adjoining properties encroach upon the Mortgaged Property. No improvement located on or being part of the Mortgaged Property is in violation of any applicable zoning law or regulation;

(v) Origination; Payment Terms . The Mortgage Loan was originated by Seller. Seller is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act, a savings and loan association, a savings bank, a commercial bank, credit union, insurance company or other similar institution which is supervised and examined by a federal or state authority. The documents, instruments and agreements submitted for loan underwriting were not falsified and contain no untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the information and statements therein not misleading. No Mortgage Loan contains terms or provisions which would result in negative amortization. Principal payments on the Mortgage Loan commenced no more than sixty days after funds were disbursed in connection with the Mortgage Loan. The mortgage interest rate as well as the lifetime rate cap and the periodic cap are as set forth on the Mortgage Loan Schedule. The Mortgage Note is payable in equal monthly installments of principal and interest, which installments of interest, with respect to adjustable rate Mortgage Loans, are subject to change due to the adjustments to the mortgage interest rate on each interest rate adjustment date, with interest calculated and payable in arrears, sufficient to amortize the Mortgage Loan fully by the stated maturity date, over an original term of not more than thirty years from commencement of amortization. Unless otherwise specified, the Mortgage Loan is payable on the first day of each month. There are no Mortgage Loans which contain a provision allowing the Mortgagor to convert the Mortgage Note from an adjustable interest rate Mortgage Note to a fixed interest rate Mortgage Note;

(w) Customary Provisions . The Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure. Upon default by a Mortgagor on a Mortgage Loan and foreclosure on, or trustee’s sale of, the Mortgaged Property pursuant to the proper procedures, the holder of the Mortgage Loan will be able to deliver good and merchantable title to the Mortgaged Property. There is no homestead or other exemption or other right available to the

Schedule 3-6

Mortgagor or any other person, or restriction on Seller or any other person, including without limitation, any federal, state or local, law, ordinance, decree, regulation, guidance, attorney general action, or other pronouncement, whether temporary or permanent in nature, that would interfere with, restrict or delay, either (y) the ability of Seller, Buyer or any servicer or any successor servicer to sell the related Mortgaged Property at a trustee's sale or otherwise, or (z) the ability of Seller, Buyer or any servicer or any successor servicer to foreclose on the related Mortgage;

(x) Conformance with Agency and Approved Underwriting Guidelines . The Mortgage Loan was underwritten in accordance with the Approved Underwriting Guidelines (a copy of which has been delivered to Buyer). The Mortgage Note and Mortgage are on forms acceptable to Freddie Mac or Fannie Mae and Seller has not made any representations to a Mortgagor that are inconsistent with the mortgage instruments used. The methodology used in underwriting the extension of credit for each Mortgage Loan employs objective quantitative principles which relate the Mortgagor’s credit characteristics, income, assets and liabilities (as applicable to a particular underwriting program) to the proposed payment, and such underwriting methodology does not rely on the extent of the Mortgagor’s equity in the collateral as the principal determining factor in approving such credit extension. Such underwriting methodology confirmed that at the time of origination (application/approval) the Mortgagor had a reasonable ability to make timely payments on the Mortgage Loan;

(y) Occupancy of the Mortgaged Property . The Mortgaged Property is lawfully occupied under applicable law. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities;

(z) No Additional Collateral . The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to in clause (j) above;

(aa) Deeds of Trust . In the event the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are or will become payable by Buyer to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the Mortgagor;

(bb) Acceptable Investment . There are no circumstances or conditions with respect to the Mortgage, the Mortgaged Property, the Mortgagor, the Mortgage File or the Mortgagor’s credit standing that can reasonably be expected to cause private institutional investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent, or adversely affect the value or marketability of the Mortgage Loan, or cause the Mortgage Loans to prepay during any period materially faster or slower than the mortgage loans originated by Seller generally;

(cc) Delivery of Mortgage Documents . The Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents required to be delivered pursuant to the Customer Guide for each Mortgage Loan have been delivered to Buyer. Seller is in possession of a complete, true and accurate Mortgage File in compliance with the Customer Guide, except for such documents the originals of which have been delivered to Buyer;

Schedule 3-7

(dd) Condominiums/Planned Unit Developments . If the Mortgaged Property is a condominium unit or a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development project is (i) acceptable to Fannie Mae or Freddie Mac or (ii) located in a condominium or planned unit development project which has received project approval from Fannie Mae or Freddie Mac. The representations and warranties required by Fannie Mae with respect to such condominium or planned unit development have been satisfied and remain true and correct;

(ee) Transfer of Mortgage Loans . The Assignment of Mortgage with respect to each Mortgage Loan is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located. The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by Seller are not subject to the bulk transfer or similar statutory provisions in effect in any applicable jurisdiction;

(ff) Due‑On‑Sale . With respect to each fixed rate Mortgage Loan, the Mortgage contains an enforceable provision for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan in the event that the Mortgaged Property is sold or transferred without the prior written consent of the mortgagee thereunder, and to the best of Seller’s knowledge, such provision is enforceable;

(gg) Assumability . With respect to each adjustable rate Mortgage Loan, the Mortgage Loan documents provide that after the related first interest rate adjustment date, a related Mortgage Loan may only be assumed if the party assuming such Mortgage Loan meets certain credit requirements stated in the Mortgage Loan documents;

(hh) No Buydown Provisions; No Graduated Payments or Contingent Interests . The Mortgage Loan does not contain provisions pursuant to which Monthly Payments are paid or partially paid with funds deposited in any separate account established by Seller, the Mortgagor, or anyone on behalf of the Mortgagor, or paid by any source other than the Mortgagor nor does it contain any other similar provisions which may constitute a “buydown” provision. The Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan does not have a shared appreciation or other contingent interest feature;

(ii) Consolidation of Future Advances . Any future advances made to the Mortgagor prior to the Purchase Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term. The lien of the Mortgage securing the consolidated principal amount is expressly insured as having first lien priority by a title insurance policy, an endorsement to the policy insuring the mortgagee’s consolidated interest or by other title evidence acceptable to Fannie Mae and Freddie Mac. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan;

(jj) Mortgaged Property Undamaged; No Condemnation Proceedings . There is no proceeding pending or threatened for the total or partial condemnation of the Mortgaged Property. The Mortgaged Property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty so as to affect adversely the value of the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended and each Mortgaged Property is in good repair;

(kk) Collection Practices; Escrow Deposits; Interest Rate Adjustments . The origination, servicing and collection practices used by Seller with respect to the Mortgage Loan have been in all respects in compliance with Accepted Servicing Practices, applicable laws and regulations, and have been in all respects legal and proper and prudent in the mortgage origination and servicing business. With respect to escrow deposits and Escrow Payments, all such payments are in the possession of, or under the control of,

Schedule 3-8

Seller and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All Escrow Payments have been collected in full compliance with state and federal law and the provisions of the related Mortgage Note and Mortgage. An escrow of funds is not prohibited by applicable law and has been established in an amount sufficient to pay for every item that remains unpaid and has been assessed but is not yet due and payable. No escrow deposits or Escrow Payments or other charges or payments due Seller have been capitalized under the Mortgage or the Mortgage Note. All mortgage interest rate adjustments have been made in strict compliance with state and federal law and the terms of the related Mortgage and Mortgage Note on the related interest rate adjustment date. If, pursuant to the terms of the Mortgage Note, another index was selected for determining the mortgage interest rate, the same index was used with respect to each Mortgage Note which required a new index to be selected, and such selection did not conflict with the terms of the related Mortgage Note. Seller executed and delivered any and all notices required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the mortgage interest rate and the Monthly Payment adjustments. Any interest required to be paid pursuant to state, federal and local law has been properly paid and credited;

(ll) No Violation of Environmental Laws . The Mortgaged Property is free from any and all toxic or hazardous substances and there exists no violation of any local, state or federal environmental law, rule or regulation in any material respect. There is no pending action or proceeding directly involving the Mortgaged Property in which compliance with any environmental law, rule or regulation is an issue; there is no violation of any environmental law, rule or regulation with respect to the Mortgaged Property; and nothing further remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting a prerequisite to use and enjoyment of said property;

(mm) Servicemembers Civil Relief Act of 2003 . The Mortgagor has not notified Seller, and Seller has no knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers Civil Relief Act of 2003;

(nn) Appraisal . The Mortgage File contains an Appraisal of the related Mortgaged Property signed prior to the approval of the Mortgage Loan application by a qualified appraiser, duly appointed by Seller, who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of Fannie Mae or Freddie Mac and Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated;

(oo) Disclosure Materials . The Mortgagor has executed a statement to the effect that the Mortgagor has received all disclosure materials required by, and Seller has complied with, all applicable law with respect to the making of the Mortgage Loans. Seller shall maintain such statement in the Mortgage File;

(pp) Construction or Rehabilitation of Mortgaged Property . No Mortgage Loan was made in connection with the construction or rehabilitation of a Mortgaged Property or facilitating the trade‑in or exchange of a Mortgaged Property;

(qq) No Defense to Insurance Coverage . Seller has caused or will cause to be performed any and all acts required to preserve the rights and remedies of Buyer in any insurance policies applicable to the Mortgage Loans including, without limitation, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of coinsured, joint loss payee and mortgagee rights in favor of Buyer. No action has been taken or failed to be taken, no event has occurred and no state of facts exists

Schedule 3-9

or has existed on or prior to the Purchase Date (whether or not known to Seller on or prior to such date) which has resulted or will result in an exclusion from, denial of, or defense to coverage under any applicable, special hazard insurance policy, or applicable PMI Policy or bankruptcy bond (including, without limitation, any exclusions, denials or defenses which would limit or reduce the availability of the timely payment of the full amount of the loss otherwise due thereunder to the insured) whether arising out of actions, representations, errors, omissions, negligence, or fraud of Seller, the related Mortgagor or any party involved in the application for such coverage, including the appraisal, plans and specifications and other exhibits or documents submitted therewith to the insurer under such insurance policy, or for any other reason under such coverage, but not including the failure of such insurer to pay by reason of such insurer’s breach of such insurance policy or such insurer’s financial inability to pay;

(rr) Escrow Analysis . With respect to each Mortgage, Seller has within the last twelve months (unless such Mortgage was originated within such twelve month period) analyzed the required Escrow Payments for each Mortgage and adjusted the amount of such payments so that, assuming all required payments are timely made, any deficiency will be eliminated on or before the first anniversary of such analysis, or any overage will be refunded to the Mortgagor, in accordance with Real Estate Settlement Procedures Act and any other applicable law;

(ss) Credit Information . As to each consumer report (as defined in the Fair Credit Reporting Act, Public Law 91‑508) or other credit information furnished by Seller to Buyer, that Seller has full right and authority and is not precluded by law or contract from furnishing such information to Buyer and Buyer is not precluded from furnishing the same to any subsequent or prospective purchaser of such Mortgage. Seller shall hold Buyer harmless from any and all damages, losses, costs and expenses (including attorney’s fees) arising from disclosure of credit information in connection with Buyer’s secondary marketing operations and the purchase and sale of mortgages or Servicing Rights thereto;

(tt) Leaseholds . If the Mortgage Loan is secured by a long‑term residential lease, (1) the lessor under the lease holds a fee simple interest in the land; (2) the terms of such lease expressly permit the mortgaging of the leasehold estate, the assignment of the lease without the lessor’s consent and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protections; (3) the terms of such lease do not (a) allow the termination thereof upon the lessee’s default without the holder of the Mortgage being entitled to receive written notice of, and opportunity to cure, such default, (b) allow the termination of the lease in the event of damage or destruction as long as the Mortgage is in existence, (c) prohibit the holder of the Mortgage from being insured (or receiving proceeds of insurance) under the hazard insurance policy or policies relating to the Mortgaged Property or (d) permit any increase in rent other than pre‑established increases set forth in the lease; (4) the original term of such lease is not less than 15 years; (5) the term of such lease does not terminate earlier than five years after the maturity date of the Mortgage Note; and (6) the Mortgaged Property is located in a jurisdiction in which the use of leasehold estates in transferring ownership in residential properties is a widely accepted practice;

(uu) Prepayment Penalty . Each Mortgage Loan is subject to a prepayment penalty as provided in the related Mortgage Note unless otherwise as set forth on the Mortgage Loan Schedule related to the Agreement. Each Mortgage Loan that is subject to a prepayment penalty: (i) prior to the Mortgage Loan’s origination, the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loan’s origination, the Mortgagor was offered the option of obtaining a Mortgage Loan that did not require prepayment penalty, (iii) the prepayment penalty is disclosed to the Mortgagor in the Mortgage Loan documents pursuant to applicable state and federal law, (iv) the duration of the prepayment period shall not exceed three (3) years from the date of the

Schedule 3-10

note, and (v) notwithstanding any state or federal law to the contrary, the Servicer shall not impose such prepayment premium in any instance when the mortgage debt is accelerated as the result of the borrower’s default in making the loan payments;

(vv) Predatory Lending Regulations; High Cost Loans . No Mortgage Loan (a) is subject to the requirement of the Home Ownership and Equity Protection Act of 1994, Section 226.32 of Regulation Z (“ HOEPA ”) or any similar state law (relating to high interest rate credit/lending transactions), (b) is classified as a High Cost Mortgage Loan, (c) is subject to any law, regulation or rule that (i) imposes liability on a mortgagee or a lender to a mortgagee for upkeep to a Mortgaged Property prior to completion of foreclosure thereon, or (ii) imposes liability on a lender to a mortgagee for acts or omissions of the mortgagee or otherwise defines a mortgagee in a manner that would include a lender to a mortgagee, or (d) is a “residential mortgage transaction” within the meaning of the federal Truth in Lending Act, Regulation Z, 12 CFR Section 226.32, has either an “annual percentage rate” or “total points and fees” payable by the borrower that exceeds the applicable thresholds under HOEPA. No Mortgagor was encouraged or required to select a Mortgage Loan product offered by Seller or the originator which is a higher cost product designed for less creditworthy borrowers, unless at the time of the Mortgage Loan’s origination, such Mortgagor did not qualify taking into account credit history and debt to income ratios for a lower cost credit product then offered by Seller or originator. If, at the time of loan application, the Mortgagor qualified for a lower cost credit product then offered by Seller or the originator’s standard mortgage channel (if applicable), Seller or the originator directed the Mortgagor towards such standard mortgage channel, or offered such lower-cost credit product to the Mortgagor;

(ww) Ohio Stated Income Exclusion . Each Mortgage Loan with an origination date on or after January 1, 2007 which is secured by Mortgaged Property located in Ohio was originated pursuant to a program which requires verification of the borrower's income in accordance with “Full and Alternative Documentation” programs as described within the Approved Underwriting Guidelines;

(xx) Origination . No predatory or deceptive lending practices, including, without limitation, the extension of credit without regard to the ability of the Mortgagor to repay and the extension of credit which has no apparent benefit to the Mortgagor, were employed in the origination of the Mortgage Loan;

(yy) Single‑premium Credit or Life Insurance Policy . In connection with the origination of any Mortgage Loan, no proceeds from any Mortgage Loan were used to purchase any single premium credit insurance policy (e.g., life, mortgage, disability, accident, unemployment, or health insurance product) or debt cancellation agreement as a condition of obtaining the extension of credit. No Mortgagor obtained a prepaid single‑premium credit insurance policy (e.g., life, mortgage, disability, accident, unemployment, or health insurance product) or debt cancellation agreement in connection with the origination of the Mortgage Loan; No proceeds from any Mortgage Loan were used to purchase single premium credit insurance policies (e.g., life, mortgage, disability, accident, unemployment, or health insurance product) or debt cancellation agreements as part of the origination of, or as a condition to closing, such Mortgage Loan;

(zz) Tax Service Contract; Flood Certification Contract . Each Mortgage Loan is covered by a paid in full, life of loan, tax service contract and a paid in full, life of loan, flood certification contract and each of these contracts is assignable to Buyer;

([[) Qualified Mortgage . Each Mortgage Loan satisfies the following criteria: (i) such Mortgage Loan is a Qualified Mortgage; (ii) such Mortgage Loan is accurately identified in writing to Buyer as either a Safe Harbor Qualified Mortgage or a Rebuttable Presumption Qualified Mortgage; (iii) prior to

Schedule 3-11

the origination of such Mortgage Loan, the related originator made a reasonable and good faith determination that the related Mortgagor would have a reasonable ability to repay such Mortgage Loan according to its terms, in accordance with, at a minimum, the eight underwriting factors set forth in 12 CFR 1026.43(c)(2); and (iv) such Mortgage Loan is supported by documentation that evidences compliance with the Ability to Repay Rule and the QM Rule;

(aaa) Regarding the Mortgagor . The Mortgagor is one or more natural persons and/or trustees for an Illinois land trust or a trustee under a “living trust” and such “living trust” is in compliance with Fannie Mae guidelines for such trusts;

(bbb) Recordation . Each original Mortgage was recorded and, except for those Mortgage Loans subject to the MERS identification system, all subsequent assignments of the original Mortgage (other than the assignment to Buyer) have been recorded in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of Seller, or is in the process of being recorded;

(ccc) FICO Scores . Each Mortgage Loan has a non‑zero FICO score. No Mortgage Loan (other than an Exception Mortgage Loan) has a Mortgagor with a FICO score of less than 640;

(ddd) Compliance with Anti‑Money Laundering Laws . Seller has complied with all applicable anti‑money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “ Anti‑Money Laundering Laws ”); Seller has established an anti‑money laundering compliance program as required by the Anti‑Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti‑Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by the said Mortgagor to purchase the property in question, and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti‑Money Laundering Laws;

(eee) Illinois Mortgage Loans . All Mortgage Loans originated on or after September 1, 2006 secured by property located in Cook County, Illinois are recordable at the time of origination;

(fff) Georgia Mortgage Loans . No Mortgage Loan was originated on or after October 1, 2002 and before March 7, 2003, which is governed by the Georgia Fair Lending Act;

(ggg) Subprime Mortgage Loans . No Mortgage Loan is a “Subprime Home Loan” as defined in New York Banking Law 6-m, effective September 1, 2008;

(hhh) Balloon Mortgage Loans . No Mortgage Loan is a balloon mortgage loan that has an original stated maturity of less than seven (7) years;

(iii) Adjustable Rate Mortgage Loans . Each Mortgage Loan that is an adjustable rate Mortgage Loan and that has a residential loan application date on or after September 13, 2007, complies in all material respects with the Interagency Statement on Subprime Mortgage Lending, 72 FR 37569 (July 10, 2007), regardless of whether the Mortgage Loan’s originator or Seller is subject to such statement as a matter of law;

(jjj) Fannie Mae Mortgage Loans . Each Mortgage Loan that is subject to a Takeout Commitment with Fannie Mae as the Approved Investor had a principal balance at its origination that did not exceed Fannie Mae’s conforming loan limits as of the Purchase Date;

Schedule 3-12

(kkk) Freddie Mac Mortgage Loans . Each Mortgage Loan that is subject to a Takeout Commitment with Freddie Mac as the Approved Investor had a principal balance at its origination that did not exceed Freddie Mac’s conforming loan limits as of the Purchase Date;

(lll) Nontraditional Mortgage Loan . Each Mortgage Loan that is a “nontraditional mortgage loan” within the meaning of the Interagency Guidance on Nontraditional Mortgage Product Risks, 71 FR 58609 (October 4, 2006), and that has a residential loan application date on or after September 13, 2007, complies in all material respects with such guidance, regardless of whether the Mortgage Loan’s originator or Seller is subject to such guidance as a matter of law;

(mmm) Mandatory Arbitration . No Mortgage Loan is subject to mandatory arbitration;

(nnn) Federal Home Loan Bank . No Mortgage Loan sold by Seller hereunder is expressly prohibited by the Federal Home Loan Bank of New York’s Member Products Guide;

(ooo) Wet Loans . With respect to each Mortgage Loan that is a Wet Loan, (i) such Mortgage Loan (other than a Mortgage Loan originated in the State of New York) is covered by a duly authorized, executed, delivered and enforceable Closing Protection Letter, and (ii) the Settlement Agent has been instructed in writing by the applicable Seller to hold the related Mortgage Loan documents as agent and bailee for Buyer or Buyer agent and to promptly forward such Mortgage Loan documents to Buyer; and

(ppp) FHA Mortgage Insurance; VA Mortgage Loan Guaranty . With respect to the FHA Loans, the FHA Mortgage Insurance Contract is in full force and effect and there exists no impairment to full recovery without indemnity to HUD or the FHA under FHA Mortgage Insurance. With respect to the VA Mortgage Loans, the VA Mortgage Loan Guaranty Agreement is in full force and effect to the maximum extent stated therein. All necessary steps have been taken to keep such guaranty or insurance valid, binding and enforceable and each of such is the binding, valid and enforceable obligation of the FHA and the VA, respectively, to the full extent thereof, without surcharge, set-off or defense. Each FHA Loan and VA Mortgage Loan was originated in accordance with the criteria of an Agency for purchase of such Mortgage Loans.

(qqq) Ability to Repay Determination . There is no action, suit or proceeding instituted by or against or threatened against Seller in any federal or state court or before any commission or other regulatory body (federal, state or local, foreign or domestic) that questions or challenges the compliance of any Mortgage Loan (or the related underwriting) with the Ability to Repay Rule or the QM Rule.

Schedule 3-13

EXHIBIT A

RESERVED

Exhibit A-1

EXHIBIT B

FORM OF SELLER’S OFFICER’S CERTIFICATE

Exhibit B-1

SELLER’S OFFICER’S CERTIFICATE

The undersigned, __________________ of M/I Financial, LLC, an Ohio limited liability company (the “ Seller ”), hereby certifies as follows:

1. Attached hereto as Exhibit 1 is a copy of the formation documents of the Seller, as certified by the Secretary of State of the State of Ohio.

2. Neither any amendment to the formation documents of the Seller nor any other charter document with respect to the Seller has been filed, recorded or executed since _______ __, 201__, and no authorization for the filing, recording or execution of any such amendment or other charter document is outstanding.

3. Attached hereto as Exhibit 2 is a true, correct and complete copy of the limited liability company agreement of the Seller as in effect as of the date hereof and at all times since ________ _____, _____.

4. Attached hereto as Exhibit 3 is a true, correct and complete copy of resolutions adopted by the management committee of the Seller by unanimous written consent on _________ __, 2015 (the “ Resolutions ”). The Resolutions have not been further amended, modified or rescinded and are in full force and effect in the form adopted, and they are the only resolutions adopted by the management committee of the Seller or by any committee of or designated by such management committee relating to the execution and delivery of, and performance of the transactions contemplated by the Amended and Restated Master Repurchase Agreement dated as of November 3, 2015 (the “ Repurchase Agreement ”), between the Seller and Sterling National Bank (the “ Buyer ”). Unless otherwise defined herein, terms in the Repurchase Agreement shall have their respective assigned meanings when used herein.

5. The Repurchase Agreement is substantially in the form approved by the Resolutions or pursuant to authority duly granted by the Resolutions.

6. Seller is an Ohio limited liability company duly organized, validly existing and in full force and effect under the laws of the State of Ohio and is qualified to transact business in the State of Ohio.

7. No consent, approval, authorization or order of, and no filing or registration with, any court or governmental agency or regulatory body is required on the part of the Seller for the execution, delivery or performance by such party of the Repurchase Agreement and any other document delivered in connection with the transactions to which it is a party or for the sales by Seller under the Repurchase Agreement or the sale of the Repurchase Assets to Buyer and/or granting of a security interest to Buyer in the Repurchase Assets, pursuant to the Repurchase Agreement.

8. There is no action, suit, proceeding or investigation pending or, to the best of my knowledge, threatened against the Seller which, in my judgment, either in any one instance or in the aggregate, would be reasonably likely to result in any material adverse change in the properties, business or financial condition, or prospects of such party or in any material impairment of the right or ability of such party to carry on its business substantially as now conducted or in any material liability on the part of such party or which would draw into question the validity of the Repurchase Agreement or any other document delivered in connection with the transactions to which it is a party or the Mortgage Loans or of any action taken or to be taken in connection with the transactions contemplated thereby, or which would be reasonably likely to

impair materially the ability of such party to perform under the terms of the Repurchase Agreement or any other document delivered in connection with the transactions to which it is a party or the Mortgage Loans.

9. Seller is not an “investment company”, or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

10. The undersigned, as officers of the Seller or as attorney‑in‑fact, are authorized to and have signed manually the Repurchase Agreement or any other document delivered in connection with the transactions contemplated thereby, were duly elected or appointed, were qualified and acting as such officer or attorney‑in‑fact at the respective times of the signing and delivery thereof, and were duly authorized to sign such document on behalf of the Seller, and the signature of each such person appearing on any such document is the genuine signature of each such person.

Name Title Signature

IN WITNESS WHEREOF, the undersigned has hereunto executed this Certificate as of the _____ day of __________________, 2015.


M/I Financial, LLC, as Seller By:	Name: Title:

Exhibit 3 to Officer’s Certificate of the Seller

RESOLUTIONS OF SELLER

Action of the Management Committee
Without a Meeting

The undersigned, being the directors of M/I Financial, LLC, an Ohio limited liability company (the “ Company ”), do hereby consent to the taking of the following action without a meeting and do hereby adopt the following resolutions by written consent:

WHEREAS, it is in the best interests of the Company to transfer from time to time to Sterling National Bank (“Buyer”) Mortgage Loans against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Company such Mortgage Loans at a date certain or on demand, against the transfer of funds by Company pursuant to the terms of the Repurchase Agreement (as defined below).

NOW, THEREFORE, be it

RESOLVED, that the execution, delivery and performance by the Company of the Amended and Restated Master Repurchase Agreement (the “ Repurchase Agreement ”) to be entered into by the Company and Buyer substantially in the form of the draft dated November 3, 2015, attached hereto as Exhibit A , are hereby authorized and approved and that the [ President ] or any [ Vice President ] (collectively, the “ Authorized Officers ”) of the Company be and each of them hereby is authorized and directed to execute and deliver the Repurchase Agreement to the Buyer with such changes as the officer executing the same shall approve, his execution and delivery thereof to be conclusive evidence of such approval;

RESOLVED, that the Authorized Officers hereby are, and each hereby is, authorized to execute and deliver all such aforementioned agreements on behalf of the Company and to do or cause to be done, in the name and on behalf of the Company, any and all such acts and things, and to execute, deliver and file in the name and on behalf of the Company, any and all such agreements, applications, certificates, instructions, receipts and other documents and instruments, as such Authorized Officer may deem necessary, advisable or appropriate in order to carry out the purposes of the foregoing resolutions.

RESOLVED, that the proper officers, agents and counsel of the Company are, and each of such officers, agents and counsel is, hereby authorized for and in the name and on behalf of the Company

to take all such further actions and to execute and deliver all such other agreements, instruments and documents, and to make all governmental filings, in the name and on behalf of the Company and such officers are authorized to pay such fees, taxes and expenses, as advisable in order to fully carry out the intent and accomplish the purposes of the resolutions heretofore adopted hereby.

Dated as of: ___________ ___, 201_

DIRECTORS:

____________________ ____________________ _________________________

Exhibit 3-0

EXHIBIT C

FORM OF SERVICER NOTICE

[Date]

[________________], as Servicer
[ADDRESS]
Attention: ___________

Amended and Restated Master Agreement, dated as of November 3, 2015 (the “ Agreement ”), by and between M/I Financial, LLC (the “ Seller ” and Sterling National Bank (the “ Buyer ”).

Ladies and Gentlemen:

[___________________] (the “ Servicer ”) is servicing certain mortgage loans for Seller pursuant to that certain Servicing Agreement between the Servicer and Seller. Pursuant to the Agreement between Buyer and Seller, the Servicer is hereby notified that Seller has pledged to Buyer certain mortgage loans which are serviced by Servicer which are subject to a security interest in favor of Buyer.

Upon receipt of a Notice of Event of Default from Buyer in which Buyer shall identify the mortgage loans which are then pledged to Buyer under the Agreement (the “ Mortgage Loans ”), the Servicer shall segregate all amounts collected on account of such Mortgage Loans, hold them in trust for the sole and exclusive benefit of Buyer, and remit such collections in accordance with Buyer’s written instructions. Following such Notice of Event of Default, Servicer shall follow the instructions of Buyer with respect to the Mortgage Loans, and shall deliver to Buyer any information with respect to the Mortgage Loans reasonably requested by Buyer.

Notwithstanding any contrary information which may be delivered to the Servicer by Seller, the Servicer may conclusively rely on any information or Notice of Event of Default delivered by Buyer, and Seller shall indemnify and hold the Servicer harmless for any and all claims asserted against it for any actions taken in good faith by the Servicer in connection with the delivery of such information or Notice of Event of Default.

Exhibit C-1

Please acknowledge receipt of this instruction letter by signing in the signature block below and forwarding an executed copy to Buyer promptly upon receipt. Any notices to Buyer should be delivered to the following addresses: Sterling National Bank,___________________________; Attention:; Telephone: [_____]; Facsimile:[____].

Very truly yours,

M/I FINANCIAL, LLC


By:	Name: Title:

ACKNOWLEDGED :

[__________________],
as Servicer

By:
Title:
Telephone:
Facsimile:

Exhibit C-2

EXHIBIT D

FORM OF BAILEE LETTER

STERLING NATIONAL BANK

500 7 ^th Ave. 3 ^rd Floor

Mortgage Warehouse Lending

New York, NY 10018

[Date]

[INVESTOR]
[NAME]
[ADDRESS]
Attn:

[BAILEE]
[NAME]
[ADDRESS]
Attn:

Purchase of Mortgage Loans from M/I Financial, LLC (the “ Seller ”)

Ladies and Gentlemen:

Pursuant to the terms and conditions set forth below, Sterling National Bank, as Buyer (the “ Buyer ”) hereby delivers to [NAME] (the “ Investor ”) or [BAILEE], as investor’s bailee (the “ Bailee ”), with this letter, the original executed promissory note(s) and other documentation, all as set forth on the schedule attached hereto (the “ Mortgage Loan Documentation ”) evidencing the mortgage loan(s) described on the schedule attached hereto (the “ Mortgage Loan(s) ”). Buyer is the owner of, or has a perfected first lien security interest in the Mortgage Loan(s) under the Amended and Restated Master Repurchase Agreement dated November 3, 2015 (the “ Repurchase Agreement ”) between Buyer and Seller and expressly retains and reserves all of its rights in the Mortgage Loan(s), the Mortgage Loan Documentation and all related security instruments, files, and documents (the “ Loan Documents ”) until the Investor has paid Buyer the Purchase Amount (as hereinafter defined) for the Mortgage Loan(s) in accordance with this letter.

By taking physical possession of this letter, the Mortgage Loan Documentation and the other Loan Documents, the Investor and Bailee each hereby agrees: (i) that the Bailee shall hold in trust, as bailee for Buyer, the Mortgage Loan Documentation and all Loan Documents that it receives related to the Mortgage Loan(s), until its status as bailee is terminated as set forth herein; (ii) that the Bailee shall not release or deliver, and the Bailee and Seller shall not authorize the release or delivery of any of the Mortgage Loan Documentation or any other Loan Documentation to Seller or any other person or take any other action with respect to the Mortgage Loan Documentation or any Loan Document which release, delivery or other action could cause the interest of Buyer to become unperfected or which could otherwise jeopardize the interest of Buyer in the Mortgage Loan(s); (iii) that Seller shall not deliver, or to cause to be delivered, the Purchase Amount (as defined below) only to the account set forth below pursuant to the terms set forth below and to honor a change in such terms only upon receipt of written instruction by Buyer; (iv) that the Bailee shall

Exhibit D-1

return the Mortgage Loan Documentation immediately to Buyer at the address above (A) upon receipt of a written request by Buyer, (B) in the event that the Investor elects not to purchase the Mortgage Loan(s), (C) in the event that the Mortgage Loan Documentation requires completion and/or correction; or (D) within thirty (30) days following receipt of the Mortgage Loan Documentation if the Investor has failed to purchase the Mortgage Loan(s) by such time and (v) that Seller shall remit the Purchase Amount to the account set forth below or in accordance with the written instructions of Buyer. Please note that should the Investor remit the Purchase Amount to any other entity or Person, Buyer will not consider the Purchase Amount to have been paid and will not release its interest or terminate the responsibilities of the Bailee as bailee for Buyer until the Purchase Amount has been properly remitted to the account set forth herein.

Buyer agrees that its interest in the Mortgage Loan(s) shall be fully released and the responsibilities of the Investor and Bailee shall terminate upon the Investor’s irrevocable payment to Buyer of an amount (the “ Purchase Amount ”) equal to the greater of (1) the purchase price for the Mortgage Loan(s) agreed to by the Investor and Seller and (2) Repurchase Price in respect of the Mortgage Loan(s). If Buyer consents to, or otherwise accepts, the payment of a Purchase Amount for the Mortgage Loan(s) that is less than the amount of the outstanding Transactions with respect to the Mortgage Loan(s), as set forth in clause (2) of the preceding sentence, Buyer shall release its interest in the Mortgage Loan(s) only upon full payment of the remaining outstanding Transactions (as defined in the Repurchase Agreement) with respect to such Mortgage Loan(s). All payments by the Investor shall be remitted via federal funds pursuant to the following wire transfer instructions:

[BANK]

ABA#

A/C#

Account #

By acceptance of the Mortgage Loan Documentation on behalf of Investor, Bailee and Investor each agrees to be bound by the terms of this letter (regardless of whether Bailee or Investor has executed same). In the event of any inconsistency between the provisions of this letter and the provisions of any other instrument or document delivered by Buyer to the Bailee or Investor with this letter or in connection with the Mortgage Loan(s), including, without limitation, any “release” or similar document, the provisions of this letter shall control.

Sincerely,

STERLING NATIONAL BANK
as Buyer

By: STERLING NATIONAL MORTGAGE, INC.

as Agent

Exhibit D-2


By:	Name: Title:

IRREVOCABLY ACKNOWLEDGED AND AGREED TO:

[INVESTOR]


BY:	TITLE: DATE:

IRREVOCABLY ACKNOWLEDGED AND AGREED TO:

[BAILEE]


BY:	TITLE: DATE:

Exhibit D-3

EXHIBIT E

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that M/I Financial, LLC (“ Seller ”) hereby irrevocably constitutes and appoints Sterling National Bank (“ Buyer ”) and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Seller and in the name of Seller or in its own name, from time to time in Buyer’s discretion:

(a) in the name of Seller, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any assets purchased by Buyer under the Amended and Restated Master Repurchase Agreement (as amended, restated or modified) dated November 3, 2015 (the “ Assets ”) and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Buyer for the purpose of collecting any and all such moneys due with respect to any other assets whenever payable;

(ii) to pay or discharge taxes and liens levied or placed on or threatened against the Assets;

(iii) (A) to direct any party liable for any payment under any Assets to make payment of any and all moneys due or to become due thereunder directly to Buyer or as Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Assets; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Assets; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Assets or any proceeds thereof and to enforce any other right in respect of any Assets; (E) to defend any suit, action or proceeding brought against Seller with respect to any Assets; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Assets as fully and completely as though Buyer were the absolute owner thereof for all purposes, and to do, at Buyer’s option and Seller’s expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Assets and Buyer’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as Seller might do;

(iv) for the purpose of carrying out the transfer of servicing with respect to the Assets from Seller to a successor servicer appointed by Buyer in its sole good faith discretion and to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish such transfer of servicing, and, without limiting the generality of the foregoing, Seller hereby gives Buyer the power and right, on behalf of Seller, without assent by Seller, to, in the name of Seller or its own name, or otherwise, prepare and send or cause to be sent “good-bye” letters to all mortgagors under the Assets, transferring the servicing of the Assets to a successor servicer appointed by Buyer in its sole good faith discretion;

(v) for the purpose of delivering any notices of sale to mortgagors or other third parties, including without limitation, those required by law.

Exhibit E-1

Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.

Seller also authorizes Buyer, from time to time, to execute, in connection with any sale, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Assets.

The powers conferred on Buyer hereunder are solely to protect Buyer’s interests in the Assets and shall not impose any duty upon it to exercise any such powers. Buyer shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Seller for any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct.

TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OF SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND BUYER ON ITS OWN BEHALF AND ON BEHALF OF BUYER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT.

Special Language Required to Comply with New York Law :

CAUTION TO THE PRINCIPAL:

Your Power of Attorney is an important document. As the “principal,” you give the person whom you choose (your “agent”) authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority.

When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. “Important Information for the Agent” at the end of this document describes your agent's responsibilities.

Your agent can act on your behalf only after signing the Power of Attorney before a notary public.

You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located.

You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly.

Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this.

Exhibit E-2

The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.

If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.

IMPORTANT INFORMATION FOR THE AGENT:

When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:

(1) act according to any instructions from the principal, or, where there are no instructions, in the principal's best interest;

(2) avoid conflicts that would impair your ability to act in the principal's best interest;

(3) keep the principal's property separate and distinct from any assets you own or control, unless otherwise permitted by law;

(4) keep a record or all receipts, payments, and transactions conducted for the principal; and

(5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal's name and signing your own name as “agent” in either of the following manner: (Principal's Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal's Name).

You may not use the principal's assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal's best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal's guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.

Liability of agent:

The meaning of the authority given to you is defined in New York's General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.

[REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURES FOLLOW.]

Exhibit E-3

IN WITNESS WHEREOF Seller has caused this Power of Attorney to be executed this ___ day of ___________, 2015.

M/I Financial, LLC

(Seller)

By:     _______________________________
    Name:
    Title:

Signature Page to the Power of Attorney

IN WITNESS WHEREOF Buyer has caused this Power of Attorney to be executed and Buyer’s seal to be affixed this ___ day of ____________, 2015.

Sterling National Bank

(Buyer)

By: _______________________________

Name:
Title:

Signature Page to the Power of Attorney

Acknowledgment of Execution by Seller (Principal):

STATE OF )

) ss.:

COUNTY OF )

On the ___ day of ___________, 2015 before me, the undersigned, a Notary Public in and for said State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity as __________________________________ for M/I Financial, LLC and that by his signature on the instrument, the person upon behalf of which the individual acted, executed the instrument.

IN WITNESS WHEREOF, I have hereunto set my hand affixed my office seal the day and year in this certificate first above written.

_____________________________

Notary Public

My Commission expires

Signature Page to the Power of Attorney

Acknowledgment of Execution by Buyer (Agent):

STATE OF )

) ss.:

COUNTY OF )

On the ____ day of ___________, 201_ before me, the undersigned, a Notary Public in and for said State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity as ____________________________________ for Sterling National Bank and that by his signature on the instrument, the person upon behalf of which the individual acted, executed the instrument.

IN WITNESS WHEREOF, I have hereunto set my hand affixed my office seal the day and year in this certificate first above written.

_____________________________

Notary Public

My Commission expires

Signature Page to the Power of Attorney

EXHIBIT F

FORM OF COMPLIANCE CERTIFICATE

I, ___________________, do hereby certify that I am the [duly elected, qualified and authorized] [CFO/TREASURER/FINANCIAL OFFICER] of M/I Financial, LLC (“ Seller ”). This Certificate is delivered to you in connection with Section 12(d)(iv) of the Amended and Restated Master Repurchase Agreement dated as of November 3, 2015, between M/I Financial, LLC and Sterling National Bank (as amended from time to time, the “ Agreement ”), as the same may have been amended from time to time. Capitalized terms shall have the meaning set forth in the Agreement. I hereby certify that, as of the date of the financial statements attached hereto and as of the date hereof, M/I Financial, LLC is and has been in compliance with all the terms of the Agreement and, without limiting the generality of the foregoing, I certify that:

Maintenance of Tangible Net Worth plus Subordinated Debt . The Seller has maintained a Tangible Net Worth plus Subordinated Debt of not less than $11,000,000. A detailed summary of the calculation of the Seller’s Tangible Net Worth is set forth on Schedule 1 hereto.

Maintenance of Ratio of Indebtedness to Tangible Net Worth . The Seller has maintained the ratio of (a) Indebtedness less Subordinated Debt to (b) Tangible Net Worth plus Subordinated Debt no greater than 10:1. A detailed summary of the calculation of the Seller’s ratio of Indebtedness to Tangible Net Worth is set forth on Schedule 1 hereto.

Maintenance of Profitability . Seller has not permitted, for any Test Period, Net Income for such Test Period, before income taxes for such Test Period and distributions made during such Test Period, to be less than $1.00. A detailed summary of the calculation of Seller’s Net Income is set forth on Schedule 1 hereto.

Guarantees . Seller has not created, incurred, assumed or suffered to exist any Guarantees, except to the extent reflected in the Seller’s Financial Statements or notes thereto.

Total Warehouse Capacity . Seller has ensured that the Maximum Aggregate Purchase Price does not exceed 50% of its total the aggregate maximum availability under its Warehouse Facilities (whether drawn or undrawn).

Maintenance of Liquidity . The Seller has ensured that, as of the end of each calendar month, it has cash and Cash Equivalents (excluding Restricted Cash or cash pledged to Persons other than Buyer), in an amount not less than $5,500,000.

Warehouse Lines . All warehouse lines of Seller existing on the date hereof are listed on Schedule 3 hereto.

Limitation on Dividends and Distributions . Upon the occurrence and after the continuance of an Event of Default, Seller has not made any payment on account of, or set apart assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any equity interest of Seller, whether now or hereafter outstanding, or made any other distribution or dividend in respect of any of the foregoing or to any shareholder or equity owner of Seller, either directly or indirectly, whether in cash or property or in obligations of Seller or any of its consolidated Subsidiaries.

Exhibit F-1

Financial Statements . The financial statements attached fairly present in all material respects the financial condition and results of operations of Seller and its consolidated Subsidiaries and the financial condition and results of operations of Seller, in accordance with GAAP, consistently applied, as at the end of, and for, the calendar month ending on [DATE] (subject to normal year-end adjustments).

Originations . Attached hereto as Schedule 2 is a true and correct summary of all Mortgage Loans originated by Seller for the calendar month ending [DATE] and for the year to date ending [DATE].

Documentation . Seller has performed the documentation procedures required by its operational guidelines with respect to endorsements and assignments, including the recordation of assignments, or has verified that such documentation procedures have been performed by a prior holder of such Mortgage Loan.

Compliance . Seller has observed or performed in all material respects all of its covenants and other agreements, and satisfied every condition, contained in the Agreement and the other Program Documents to be observed, performed and satisfied by it. [If a covenant or other agreement or condition has not been complied with, Seller shall describe such lack of compliance and provide the date of any related waiver thereof.]

Regulatory Action . Seller is not currently under investigation or, to best of Seller’s knowledge, no investigation by any federal, state or local government agency is threatened. Seller has not been the subject of any government investigation which has resulted in the voluntary or involuntary suspension of a license, a cease and desist order, or such other action as could adversely impact Seller’s business. [If so, Seller shall describe the situation in reasonable detail and describe the action that Seller has taken or proposes to take in connection therewith.]

No Default . No Default or Event of Default has occurred or is continuing. [ If any Default or Event of Default has occurred and is continuing, Seller shall describe the same in reasonable detail and describe the action Seller has taken or proposes to take with respect thereto, and if such Default or Event of Default has been expressly waived by Buyer in writing, Seller shall describe the Default or Event of Default and provide the date of the related waiver.]

Exhibit F-2

IN WITNESS WHEREOF, I have set my hand this _____ day of ________, ________.

M/I Financial, LLC

By:
Name:
Title:

Exhibit F-3

SCHEDULE 1 TO OFFICER’S COMPLIANCE CERTIFICATE
CALCULATIONS OF FINANCIAL COVENANTS

As of the month ended: [Date]



Covenant	Actual	Requirement	Compliance (Y/N)
TNW (including Sub Debt)*
Leverage**
Quarterly Profitability ***
Liquidity ****
Total Warehouse Covenant*****
Limitations and Dividends and Distributions

TNW Calculation



Book Net Worth
Less:
Prepaid Expenses
Intercompany Receivables
Employee Receivables
Restricted Cash
Deposits
Goodwill
Other
Tangible Net Worth



Leverage:
Indebtedness (excluding Sub Debt)
TNW (including Sub Debt)

***

Exhibit F-4



Net Income:
Monthly
As of Most Recent Quarter

****



Liquidity:
Unrestricted Cash
Cash Equivalents

*****



Total Warehouse Covenant
Total Warehouse Lines
50% of Maximum Aggregate Purchase Price

Exhibit F-5

SCHEDULE 2 to OFFICER’S COMPLIANCE CERTIFICATE

PRODUCTION INFORMATION (banked)



	Monthly	Year to Date
Conventional Conforming
FHA/VA
Agency High Balance
Jumbo
TOTAL
% Refinance
% Purchase
% Retail
% Wholesale

Exhibit F-6

SCHEDULE 3 to OFFICER’S COMPLIANCE CERTIFICATE

WAREHOUSE LINES



	Line Amount	Amount Outstanding	Expiration Date
Sterling National Bank
Comerica Bank	$110,000,000		June 24, 2016

Exhibit F-7

EXECUTION COPY

AMENDMENT NO. 1
TO MASTER REPURCHASE AGREEMENT

Amendment No. 1 dated as of December 2, 2015 (this “ Amendment ”), among STERLING NATIONAL BANK (the “ Buyer ”) and M/I FINANCIAL, LLC (the “ Seller ”).

RECITALS

The Buyer and the Seller are parties to that certain Amended and Restated Master Repurchase Agreement, dated as of November 3, 2015 (the “ Existing Repurchase Agreement ”; as amended by this Amendment, the “ Repurchase Agreement ”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement.

The Buyer and the Seller have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement.

Accordingly, the Buyer and the Seller hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:

SECTION 1. Temporary Amendment . For purposes of this Amendment, this Section 1 will be effective only during the period beginning December 2, 2015 through and including February 1, 2016 (the “ Increased Funding Period ”).

1.1 Maximum Purchase Price . Section 2 of Schedule 2 of the Existing Repurchase Agreement is hereby temporarily amended, which amendment shall be effective solely during the Increased Funding Period, by deleting the definition of “Maximum Purchase Price” and replacing it with the following:

“Maximum Purchase Price” shall mean $20,000,000.

SECTION 2. Conditions Precedent . This amendment shall become effective as of December 2, 2015 (the “ Amendment Effective Date ”), subject to the satisfaction of the following conditions precedent:

2.1 Delivered Documents . On the Amendment Effective Date, the Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance:

(a) this Amendment, executed and delivered by duly authorized officers of the Buyer and the Seller; and

(b) such other documents as the Buyer or counsel to the Buyer may reasonably request.

SECTION 2. Representations and Warranties . Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Existing Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred and is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 11 of the Existing Repurchase Agreement.

SECTION 3. Limited Effect . Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms and the execution of this Amendment by the Buyer.

SECTION 4. Counterparts . This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

SECTION 5. GOVERNING LAW . THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.



Buyer:	STERLING NATIONAL BANK
	By: Name: Title:
Seller:	M/I FINANCIAL, LLC
	By: Name: Title:

Exhibit 21

SUBSIDIARIES OF THE COMPANY



1.		M/I Financial, LLC, an Ohio limited liability company. M/I Financial, LLC is wholly-owned by the Company.

2.		MHO, LLC, a Florida limited liability company. MHO, LLC is wholly-owned by MHO Holdings, LLC.

3.		M/I Homes Service, LLC, an Ohio limited liability company. M/I Homes Service, LLC is wholly-owned by the Company.

4.		Northeast Office Venture, Limited Liability Company, a Delaware limited liability company. Northeast Office Venture, Limited Liability Company is wholly-owned by the Company.

5.		M/I Title Agency Ltd., an Ohio limited liability company. M/I Title Agency Ltd. is wholly-owned by M/I Financial, LLC.

6.		M/I Homes First Indiana LLC, an Indiana limited liability company. M/I Homes First Indiana LLC is wholly-owned by the Company.

7.		Washington/Metro Residential Title Agency LLC, a Virginia limited liability company. Washington/Metro Residential Title Agency LLC is 70% owned by M/I Financial, LLC.

8.		M/I Homes Second Indiana LLC, an Indiana limited liability company. M/I Homes Second Indiana LLC is wholly-owned by the Company.

9.		M/I Homes of Indiana, L.P., an Indiana limited partnership. M/I Homes Second Indiana LLC owns 99% of M/I Homes of Indiana, L.P.; M/I Homes First Indiana LLC owns the remaining 1% of M/I Homes of Indiana, L.P.

10.		M/I Homes of Florida, LLC, a Florida limited liability company. M/I Homes of Florida, LLC is wholly-owned by the Company.

11.		M/I Homes of Tampa, LLC, a Florida limited liability company. M/I Homes of Tampa, LLC is wholly-owned by M/I Homes of Florida, LLC.

12.		M/I Homes of Orlando, LLC, a Florida limited liability company. M/I Homes of Orlando, LLC is wholly-owned by M/I Homes of Florida, LLC.

13.		M/I Homes of West Palm Beach, LLC, a Florida limited liability company. M/I Homes of West Palm Beach, LLC is wholly-owned by M/I Homes of Florida, LLC.

14.		MHO Holdings, LLC, a Florida limited liability company. MHO Holdings, LLC is wholly-owned by M/I Homes of Florida, LLC.

15.		M/I Homes of Charlotte, LLC, a Delaware limited liability company. M/I Homes of Charlotte, LLC is wholly-owned by the Company.

16.		M/I Homes of Raleigh, LLC, a Delaware limited liability company. M/I Homes of Raleigh, LLC is wholly-owned by the Company.

17.		M/I Homes of DC, LLC, a Delaware limited liability company. M/I Homes of DC, LLC is wholly-owned by the Company.

18.		M/I Homes of Cincinnati, LLC, an Ohio limited liability company. M/I Homes of Cincinnati, LLC is wholly-owned by the Company.

19.		M/I Homes of Central Ohio, LLC, an Ohio limited liability company. M/I Homes of Central Ohio, LLC is wholly-owned by the Company.



20.		The Fields at Perry Hall, L.L.C., a Maryland limited liability company. The Fields at Perry Hall, L.L.C. is wholly-owned by M/I Homes of DC, LLC.

21.		Wilson Farm, L.L.C., a Maryland limited liability company. Wilson Farm, L.L.C. is wholly-owned by M/I Homes of DC, LLC.

22.		TransOhio Residential Title Agency Ltd., an Ohio limited liability company. TransOhio Residential Title Agency Ltd. is wholly-owned by the Company.

23.		K-Tampa, LLC, a Florida limited liability company. K-Tampa, LLC is 50% owned by M/I Homes of Tampa, LLC.

24.		M/I Homes of Chicago, LLC, a Delaware limited liability company. M/I Homes of Chicago, LLC is wholly-owned by the Company.

25.		M/I Homes of Houston, LLC, a Delaware limited liability company. M/I Homes of Houston, LLC is wholly-owned by the Company.

26.		Prince Georges Utilities, LLC, a Maryland limited liability company. Prince Georges Utilities, LLC is wholly-owned by the M/I Homes of DC, LLC..

27.		M/I Homes of San Antonio, LLC, a Delaware limited liability company. M/I Homes of San Antonio, LLC is wholly-owned by the Company.

28.		M/I Homes of Austin, LLC, an Ohio limited liability company. M/I Homes of Austin, LLC is wholly-owned by the Company.

29.		M/I Homes of DFW, LLC a Delaware limited liability company. M/I Homes of DFW, LLC is wholly-owned by the Company.

30.		M/I Title, LLC, a Delaware limited liability company. M/I Title, LLC is wholly-owned by the Company.

31.		M/I Homes of Delaware, LLC, a Delaware limited liability company. M/I Homes of Delaware, LLC is wholly-owned by the Company.

32.		M/I Homes of Minneapolis/St. Paul, LLC a Delaware limited liability company. M/I Homes of Minneapolis/St. Paul, LLC is wholly-owned by the Company.

33.		M/I Enterprises, LLC a Delaware limited liability company. M/I Enterprises, LLC is wholly-owned by the Company.

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-196307, 333-70135, 333-82673, 333-35978, 333-40256, 333-134009, 333-144058, 333-151474, 333-160468, 333-169074, 333-185258, and 333-185257 on Form S-8, Registration Statement Nos. 333-176088 and 333-191989 on Form S-3, and Registration Statement No. 333-208965 on Form S-4 of our reports dated February 26, 2016 , relating to the consolidated financial statements of M/I Homes, Inc. and subsidiaries, and the effectiveness of M/I Homes, Inc. and subsidiaries’ internal control over financial reporting, appearing in this Annual Report on Form 10-K of M/I Homes, Inc. for the year ended December 31, 2015 .

/s/ DELOITTE & TOUCHE LLP

Deloitte & Touche LLP

Columbus, Ohio.

February 26, 2016

Exhibit 24

POWER OF ATTORNEY

I, Robert H. Schottenstein, am Chairman of the Board of Directors, Chief Executive Officer and President of M/I Homes, Inc. (the “Company”), and I do hereby constitute and appoint Phillip G. Creek my true and lawful attorney and agent, with full power of substitution, to do any and all acts and things in my name and on my behalf in my capacity as a director of the Company and to execute any and all instruments for me and in my name in the capacity indicated above, which said attorney or agent may deem necessary or advisable to enable the Company to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the filing of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “ 2015 Form 10-K”), including specifically but without limitation, power and authority to sign for me in my name, in the capacity indicated above, the 2015 Form 10-K and any and all amendments to such 2015 Form 10-K; and I do hereby ratify and confirm all that the said attorney and agent, or his substitute or substitutes, shall do or cause to be done by virtue hereof.

/s/ Robert H. Schottenstein

Robert H. Schottenstein

Chairman of the Board, Chief Executive

Officer (principal executive officer) and

President

POWER OF ATTORNEY

I, Phillip G. Creek, am Executive Vice President, Chief Financial Officer (principal financial officer) and a director of M/I Homes, Inc. (the “Company”), do hereby constitute and appoint Robert H. Schottenstein my true and lawful attorney and agent, with full power of substitution, to do any and all acts and things in my name and on my behalf in my capacity as principal financial officer of the Company and to execute any and all instruments for me and in my name in the capacity indicated above, which said attorney or agent may deem necessary or advisable to enable the Company to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the filing of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “ 2015 Form 10-K”), including specifically but without limitation, power and authority to sign for me in my name, in the capacity indicated above, the 2015 Form 10-K and any and all amendments to such 2015 Form 10-K; and I do hereby ratify and confirm all that the said attorney and agent, or his substitute or substitutes shall do or cause to be done by virtue hereof.

/s/ Phillip G. Creek

Phillip G. Creek

Executive Vice President, Chief Financial Officer

(principal financial officer) and Director

POWER OF ATTORNEY

I, J. Thomas Mason, am Executive Vice President, Chief Legal Officer, Secretary and a director of M/I Homes, Inc. (the “Company”), do hereby constitute and appoint Robert H. Schottenstein and Phillip G. Creek, or either of them, my true and lawful attorneys and agents, each with full power of substitution, to do any and all acts and things in my name and on my behalf in my capacity as a director of the Company and to execute any and all instruments for me and in my name in the capacity indicated above, which said attorneys or agents, or either of them, may deem necessary or advisable to enable the Company to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the filing of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “ 2015 Form 10-K”), including specifically but without limitation, power and authority to sign for me in my name, in the capacity indicated above, the 2015 Form 10-K and any and all amendments to such 2015 Form 10-K; and I do hereby ratify and confirm all that the said attorneys and agents, or their substitute or substitutes, or either of them, shall do or cause to be done by virtue hereof.

/s/ J. Thomas Mason

J. Thomas Mason

Executive Vice President, Chief Legal Officer,

Secretary and Director

POWER OF ATTORNEY

I, Friedrich K. M. Böhm, a director of M/I Homes, Inc. (the “Company”), do hereby constitute and appoint Robert H. Schottenstein and Phillip G. Creek, or either of them, my true and lawful attorneys and agents, each with full power of substitution, to do any and all acts and things in my name and on my behalf in my capacity as a director of the Company and to execute any and all instruments for me and in my name in the capacity indicated above, which said attorneys or agents, or either of them, may deem necessary or advisable to enable the Company to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the filing of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “ 2015 Form 10-K”), including specifically but without limitation, power and authority to sign for me in my name, in the capacity indicated above, the 2015 Form 10-K and any and all amendments to such 2015 Form 10-K; and I do hereby ratify and confirm all that the said attorneys and agents, or their substitute or substitutes, or either of them, shall do or cause to be done by virtue hereof.

/s/Friedrich K. M. Böhm

Friedrich K. M. Böhm

Director

POWER OF ATTORNEY

I, William H. Carter, a director of M/I Homes, Inc. (the “Company”), do hereby constitute and appoint Robert H. Schottenstein and Phillip G. Creek, or either of them, my true and lawful attorneys and agents, each with full power of substitution, to do any and all acts and things in my name and on my behalf in my capacity as a director of the Company and to execute any and all instruments for me and in my name in the capacity indicated above, which said attorneys or agents, or either of them, may deem necessary or advisable to enable the Company to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the filing of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “ 2015 Form 10-K”), including specifically but without limitation, power and authority to sign for me in my name, in the capacity indicated above, the 2015 Form 10-K and any and all amendments to such 2015 Form 10-K; and I do hereby ratify and confirm all that the said attorneys and agents, or their substitute or substitutes, or either of them, shall do or cause to be done by virtue hereof.

/s/William H. Carter

William H. Carter

Director

POWER OF ATTORNEY

I, Michael P. Glimcher, a director of M/I Homes, Inc. (the “Company”), do hereby constitute and appoint Robert H. Schottenstein and Phillip G. Creek, or either of them, my true and lawful attorneys and agents, each with full power of substitution, to do any and all acts and things in my name and on my behalf in my capacity as a director of the Company and to execute any and all instruments for me and in my name in the capacity indicated above, which said attorneys or agents, or either of them, may deem necessary or advisable to enable the Company to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the filing of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “ 2015 Form 10-K”), including specifically but without limitation, power and authority to sign for me in my name, in the capacity indicated above, the 2015 Form 10-K and any and all amendments to such 2015 Form 10-K; and I do hereby ratify and confirm all that the said attorneys and agents, or their substitute or substitutes, or either of them, shall do or cause to be done by virtue hereof.

/s/ Michael P. Glimcher

Michael P. Glimcher

Director

POWER OF ATTORNEY

I, Nancy J. Kramer, a director of M/I Homes, Inc. (the “Company”), do hereby constitute and appoint Robert H. Schottenstein and Phillip G. Creek, or either of them, my true and lawful attorneys and agents, each with full power of substitution, to do any and all acts and things in my name and on my behalf in my capacity as a director of the Company and to execute any and all instruments for me and in my name in the capacity indicated above, which said attorneys or agents, or either of them, may deem necessary or advisable to enable the Company to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the filing of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “ 2015 Form 10-K”), including specifically but without limitation, power and authority to sign for me in my name, in the capacity indicated above, the 2015 Form 10-K and any and all amendments to such 2015 Form 10-K; and I do hereby ratify and confirm all that the said attorneys and agents, or their substitute or substitutes, or either of them, shall do or cause to be done by virtue hereof.

/s/ Nancy J. Kramer

Nancy J. Kramer

Director

POWER OF ATTORNEY

I, Norman L. Traeger, a director of M/I Homes, Inc. (the “Company”), do hereby constitute and appoint Robert H. Schottenstein and Phillip G. Creek, or either of them, my true and lawful attorneys and agents, each with full power of substitution, to do any and all acts and things in my name and on my behalf in my capacity as a director of the Company and to execute any and all instruments for me and in my name in the capacity indicated above, which said attorneys or agents, or either of them, may deem necessary or advisable to enable the Company to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the filing of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “ 2015 Form 10-K”), including specifically but without limitation, power and authority to sign for me in my name, in the capacity indicated above, the 2015 Form 10-K and any and all amendments to such 2015 Form 10-K; and I do hereby ratify and confirm all that the said attorneys and agents, or their substitute or substitutes, or either of them, shall do or cause to be done by virtue hereof.

/s/ Norman L. Traeger

Norman L. Traeger

Director

POWER OF ATTORNEY

I, Sharen J. Turney, a director of M/I Homes, Inc. (the “Company”), do hereby constitute and appoint Robert H. Schottenstein and Phillip G. Creek, or either of them, my true and lawful attorneys and agents, each with full power of substitution, to do any and all acts and things in my name and on my behalf in my capacity as a director of the Company and to execute any and all instruments for me and in my name in the capacity indicated above, which said attorneys or agents, or either of them, may deem necessary or advisable to enable the Company to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the filing of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “ 2015 Form 10-K”), including specifically but without limitation, power and authority to sign for me in my name, in the capacity indicated above, the 2015 Form 10-K and any and all amendments to such 2015 Form 10-K; and I do hereby ratify and confirm all that the said attorneys and agents, or their substitute or substitutes, or either of them, shall do or cause to be done by virtue hereof.

/s/ Sharen J. Turney

Sharen J. Turney

Director

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002



I, Robert H. Schottenstein, certify that:

1.	I have reviewed this Annual Report on Form 10-K of M/I Homes, Inc. for the fiscal quarter ended December 31, 2015;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



/s/Robert H. Schottenstein	Date:	February 26, 2016
Robert H. Schottenstein
Chairman, Chief Executive Officer and
President

EXHIBIT 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002



I, Phillip G. Creek, certify that:

1.	I have reviewed this Annual Report on Form 10-K of M/I Homes, Inc. for the fiscal quarter ended December 31, 2015;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



/s/Phillip G. Creek	Date:	February 26, 2016
Phillip G. Creek
Executive Vice President and Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of M/I Homes, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2015 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert H. Schottenstein, Chairman, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:



1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/Robert H. Schottenstein	Date:	February 26, 2016
Robert H. Schottenstein
Chairman, Chief Executive Officer and
President

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of M/I Homes, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2015 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Phillip G. Creek, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:



1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/Phillip G. Creek	Date:	February 26, 2016
Phillip G. Creek
Executive Vice President and Chief Financial Officer