Common use of ANNUAL REPORTING PACKAGE Clause in Contracts

ANNUAL REPORTING PACKAGE. The Annual Reporting Package shall include, inter alia, the following: · Guarantor’s consolidated audited financial statements, prepared by a nationally recognized independent certified public accounting firm and presented fairly in accordance with GAAP or, if such financial statements being delivered have been filed with the SEC pursuant to the requirements of the 1934 Act, or similar state securities laws, presented in accordance with applicable statutory and/or regulatory requirements and delivered to Buyer within the same time frame as are required to be filed in accordance with such applicable statutory and/or regulatory requirements, in either case accompanied by a Covenant Compliance Certificate, including a statement of operations and a statement of changes in cash flows for such year and statement of net assets as of the end of such year accompanied by an unqualified report of the nationally recognized independent certified public accounting firm that prepared them. Know All Men by These Presents, that TERRA MORTGAGE CAPITAL I, LLC, a Delaware limited liability company (“Seller”), does hereby appoint GXXXXXX SXXXX BANK USA, a New York state-chartered bank (“Buyer”), its attorney in fact to act in Seller’s name, place and stead in any way that Seller could do with respect to (i) the completion of any endorsements of documents or instruments relating to the Purchased Assets, including, without limitation, any transfer documents related thereto and any written notices to underlying obligors to effectuate a legal transfer of the Purchased Assets, (ii) the recordation of any instruments relating to such Purchased Assets, (iii) the preparation and filing, in form and substance satisfactory to Buyer, of such financing statements, continuation statements, and other uniform commercial code forms, as Buyer may from time to time, reasonably consider necessary to create, perfect, and preserve Buyer’s security interest in the Purchased Assets, and (iv) the enforcement of Seller’s rights under the Purchased Assets purchased by Buyer pursuant to the Uncommitted Master Repurchase and Securities Contract Agreement, dated as of December 12, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Master Repurchase and Securities Contract Agreement”), between Buyer and Seller, and to take such other steps as may be necessary or desirable to enforce Buyer’s rights against such Purchased Assets, the related Purchased Asset Files and the Servicing Records to the extent that Seller is permitted by law to act through an agent. 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 OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’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. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

ANNUAL REPORTING PACKAGE. The Annual Reporting Package shall include, inter alia, include the following: · • Guarantor’s consolidated audited financial statements, prepared by a nationally recognized independent certified public accounting firm and presented fairly prepared in accordance with GAAP or, if such financial statements being delivered have been filed with the SEC pursuant to the requirements of the 1934 Act, or similar state securities laws, presented in accordance with applicable statutory and/or regulatory requirements and delivered to Buyer within the same time frame as are required to be filed in accordance with such applicable statutory and/or regulatory requirements, in either case accompanied by a Covenant Compliance Certificate, including a statement of operations and a statement of changes in cash flows for such year and statement of net assets as of the end of such year accompanied by an unqualified report of the nationally recognized independent certified public accounting firm that prepared them. Know All Men by These Presents, that TERRA SCREDIT MORTGAGE CAPITAL IFUNDING SUB-3, LLC, a Delaware limited liability company (“Sub-3 Seller”), and SCREDIT MORTGAGE FUNDING SUB-3-T, LLC, a Delaware limited liability company (“Sub-3-T Seller”; together with Sub-3 Seller, individually and/or collectively as the context may require, jointly and severally, “Seller”), does hereby appoint GXXXXXX SXXXX BANK USAXXXXXX XXXXXXX MORTGAGE CAPITAL HOLDINGS LLC, a New York state-chartered bank limited liability company, as administrative agent (in such capacity, together with its permitted successors and assigns, “BuyerAdministrative Agent”), its attorney in fact to act in Seller’s name, place and stead in any way that Seller could do with respect to (i) the completion of any endorsements of documents or instruments relating to the Purchased Assets, including, including without limitation, any transfer documents related thereto and any written notices to underlying obligors to effectuate a legal transfer of the Purchased Assets, (ii) the recordation of any instruments relating to such Purchased Assets, (iii) the preparation and filing, in form and substance satisfactory to BuyerAdministrative Agent, of such financing statements, continuation statements, and other uniform commercial code forms, as Buyer Administrative Agent may from time to time, reasonably consider necessary to create, perfect, and preserve Buyer’s the security interest of Administrative Agent on behalf of Buyers in the Purchased Assets, and (iv) the enforcement of Seller’s rights under the Purchased Assets purchased by Buyer Administrative Agent on behalf of Buyers pursuant to the Uncommitted Master Repurchase and Securities Contract Agreement, dated as of December 12July 25, 2018 2024 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Master Repurchase and Securities Contract Agreement”), between Buyer by and among Administrative Agent for XXXXXX XXXXXXX BANK, N.A., a national banking association (“Xxxxxx Xxxxxxx”), as a Buyer, and such other financial institutions from time to time party thereto (collectively, the “Buyers” and individually, each a “Buyer”), and Seller, and to take such other steps as may be necessary or desirable to enforce Buyer’s the rights of Administrative Agent on behalf of Buyers against such Purchased Assets, the related Purchased Asset Files and the Servicing Records to the extent that Seller is permitted by law to act through an agent; provided that neither Administrative Agent nor any Buyer shall exercise any of its rights under this Power of Attorney unless and until an Event of Default has occurred and is continuing. TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY XXXXXX 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 OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’S ASSIGNS, HEREBY XXXXXX 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. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

ANNUAL REPORTING PACKAGE. The Annual Reporting Package shall include, inter alia, the following: · • Guarantor’s consolidated audited financial statements, prepared by a nationally recognized independent certified public accounting firm and presented fairly in accordance with GAAP or, if such financial statements being delivered have been filed with the SEC pursuant to the requirements of the 1934 Exchange Act, or similar state securities laws, presented in accordance with applicable statutory and/or regulatory requirements and delivered to Buyer within the same time frame as are required to be filed in accordance with such applicable statutory and/or regulatory requirements, in either case accompanied by a Covenant Compliance Certificate, including a statement of operations and a statement of changes in cash flows for such year quarter and statement of net assets as of the end of such year quarter accompanied by an unqualified report of the nationally recognized independent certified public accounting firm that prepared them. Know All Men by These PresentsOn this day of , that TERRA MORTGAGE CAPITAL I201 , Parlex 4 Finance, LLC, a Delaware limited liability company company, as Seller (“Seller”), does hereby appoint GXXXXXX SXXXX BANK USA, a New York state-chartered bank (“Buyer”), its attorney in fact to act in Seller’s name, place and stead in any way ) under that Seller could do with respect to (i) the completion of any endorsements of documents or instruments relating to the Purchased Assets, including, without limitation, any transfer documents related thereto and any written notices to underlying obligors to effectuate a legal transfer of the Purchased Assets, (ii) the recordation of any instruments relating to such Purchased Assets, (iii) the preparation and filing, in form and substance satisfactory to Buyer, of such financing statements, continuation statements, and other uniform commercial code forms, as Buyer may from time to time, reasonably consider necessary to create, perfect, and preserve Buyer’s security interest in the Purchased Assets, and (iv) the enforcement of Seller’s rights under the Purchased Assets purchased by Buyer pursuant to the Uncommitted certain Master Repurchase and Securities Contract Agreement, dated as of December 12June 28, 2018 2013 (as the same may be amended, restated, modified or supplemented or otherwise modified from time to time, the “Master Repurchase Agreement”) between JPMorgan Chase Bank, National Association (“Buyer”) and Securities Contract Seller, does hereby deliver to the documents comprising the Purchased Asset File and listed on Exhibit B hereto with respect to the Purchased Asset identified in Exhibit A hereto to (a) [ ] (the “Bailee”), for Bailee to hold for the benefit of Buyer for delivery to the Custodian (as defined below) and pursuant to that certain Bailee Agreement, dated as of the date hereof between Seller, Buyer, and Bailee, and (b) U.S. Bank National Association (“Custodian”), as custodian under that certain Custodial Agreement, dated as of June [ ], 2013 (as amended, modified or supplemented from time to time, the “Custodial Agreement”), between Buyer among Buyer, Custodian and Seller. Seller hereby instructs the Bailee to comply with the Bailee Letter and the Custodian to comply with the Custodial Agreement, and in each case, holding the Purchased Asset File for the benefit of Buyer. With respect to take such other steps as may be necessary or desirable to enforce Buyer’s rights against such Purchased Assets, the related Purchased Asset Files delivered hereby, for the purposes of issuing the Trust Receipt, the Custodian shall review the Purchased Asset Files to ascertain delivery of the documents listed in Section 3 of the Custodial Agreement. Capitalized terms used herein and not otherwise defined shall have the Servicing Records to meanings set forth in the extent that Seller is permitted by law to act through an agent. 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 OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’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. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAWCustodial Agreement.

ANNUAL REPORTING PACKAGE. The Annual Reporting Package shall include, inter alia, the following: · • Guarantor’s consolidated audited financial statements, prepared by a nationally recognized independent certified public accounting firm and presented fairly in accordance with GAAP or, if such financial statements being delivered have been filed with the SEC pursuant to the requirements of the 1934 Exchange Act, or similar state securities laws, presented in accordance with applicable statutory and/or regulatory requirements and delivered to Buyer within the same time frame as are required to be filed in accordance with such applicable statutory and/or regulatory requirements, in either case accompanied by a Covenant Compliance Certificate, including a statement of operations and a statement of changes in cash flows for such year quarter and statement of net assets as of the end of such year quarter accompanied by an unqualified report of the nationally recognized independent certified public accounting firm that prepared them. Know All Men by These PresentsOn this [ ] day of [ ], that TERRA MORTGAGE CAPITAL I201[ ], LLC[ ], a Delaware limited liability company company, as a Seller (“Seller”), does hereby appoint GXXXXXX SXXXX BANK USA, a New York state-chartered bank (“Buyer”), its attorney in fact to act in Seller’s name, place and stead in any way ) under that Seller could do with respect to (i) the completion of any endorsements of documents or instruments relating to the Purchased Assets, including, without limitation, any transfer documents related thereto and any written notices to underlying obligors to effectuate a legal transfer of the Purchased Assets, (ii) the recordation of any instruments relating to such Purchased Assets, (iii) the preparation and filing, in form and substance satisfactory to Buyer, of such financing statements, continuation statements, and other uniform commercial code forms, as Buyer may from time to time, reasonably consider necessary to create, perfect, and preserve Buyer’s security interest in the Purchased Assets, and (iv) the enforcement of Seller’s rights under the Purchased Assets purchased by Buyer pursuant to the Uncommitted certain Master Repurchase and Securities Contract Agreement, dated as of December 1220, 2018 2013 (as the same may be amended, restated, modified or supplemented or otherwise modified from time to time, the “Master Repurchase Agreement”) between JPMorgan Chase Bank, National Association (“Buyer”) and Securities Contract Seller, does hereby deliver to the documents comprising the Purchased Asset File and listed on Exhibit B hereto with respect to the Purchased Asset identified in Exhibit A hereto to (a) [ ] (the “Bailee”), for Bailee to hold for the benefit of Buyer for delivery to the Custodian (as defined below) and pursuant to that certain Bailee Agreement, dated as of the date hereof between Seller, Buyer, and Bailee, and (b) U.S. Bank National Association (“Custodian”), as custodian under that certain Custodial Agreement, dated as of December 20, 2013 (as amended, modified or supplemented from time to time, the “Custodial Agreement”), between Buyer among Buyer, Custodian and Seller. Seller hereby instructs the Bailee to comply with the Bailee Letter and the Custodian to comply with the Custodial Agreement, and in each case, holding the Purchased Asset File for the benefit of Buyer. With respect to take such other steps as may be necessary or desirable to enforce Buyer’s rights against such Purchased Assets, the related Purchased Asset Files delivered hereby, for the purposes of issuing the Trust Receipt, the Custodian shall review the Purchased Asset Files to ascertain delivery of the documents listed in Section 3 of the Custodial Agreement. Capitalized terms used herein and not otherwise defined shall have the Servicing Records to meanings set forth in the extent that Seller is permitted by law to act through an agent. 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 OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’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. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAWCustodial Agreement.