Common use of Financial Notices Clause in Contracts

Financial Notices. Seller shall furnish to Buyer: (1) as soon as available and in any event within thirty (30) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of Seller and its consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Seller and its consolidated Subsidiaries, if any, for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Seller , which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) as soon as available and in any event within ninety (90) days after the end of each fiscal year of Seller, the consolidated balance sheets of Seller and its consolidated Subsidiaries, if any, as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for Seller and its consolidated Subsidiaries, if any, for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Buyer in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries, if any, as at the end of, and for, such fiscal year in accordance with GAAP; (3) at the xxxx Xxxxxx furnishes each set of financial statements pursuant to Section 17(b) (1) or (2) above, a certificate of a Responsible Officer of Seller in the form of Exhibit B hereto. (4) As soon as available and in any event within ninety (90) days after the end of the calendar year, the annual personal financial statements, and within five (5) Business Days after the filing thereof, the annual tax return for of any natural person bound under this Agreement. (5) as soon as available and in any event within thirty (30) days of receipt thereof: (A) if applicable, copies of any 10-Ks, 10-Qs, registration statements and other “corporate finance” SEC filings (other than 8-Ks) by Seller within 5 Business Days of their filing with the SEC; provided, that, Seller or any Affiliate will provide Buyer with a copy of the annual 10-K filed with the SEC by Seller or its Affiliates, no later than 90 days after the end of the year; (B) copies of relevant portions of all final written Agency, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Seller’s operations; (C) such other information regarding the financial condition, operations, or business of Seller as Buyer may reasonably request; and (D) the particulars of any Event of Termination in reasonable detail.

Financial Notices. Each Seller Party shall furnish to Buyerfurnish: (1i) as soon as available and in any event within (A) except with respect to the last calendar month of the fiscal year, thirty (30) calendar days and (B), with respect to the last calendar month of the fiscal year, forty-five (45) days, in each case, after the end of each calendar month, the unaudited consolidated balance sheets of Seller and its consolidated Subsidiaries as at of the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Seller and its consolidated Subsidiaries, if any, Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Seller, which certificate - 57 - shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes and year-end adjustments) consistently applied, as at the end of, and for, such period; (ii) as soon as available and in any event within ninety (90) days after the end of each fiscal year of Seller, the consolidated balance sheets of Seller and its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings for the Seller and its consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Seller and its respective consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (iii) as soon as available and in any event within forty-five (45) calendar days after the end of each fiscal quarter, the unaudited consolidated balance sheets of Seller and its consolidated Subsidiaries as of the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Seller and its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Seller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statementsadjustments) consistently applied, as at the end of, and for, such period; (2) as soon as available and in any event within ninety (90) days after the end of each fiscal year of Seller, the consolidated balance sheets of Seller and its consolidated Subsidiaries, if any, as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for Seller and its consolidated Subsidiaries, if any, for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Buyer in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries, if any, as at the end of, and for, such fiscal year in accordance with GAAP; (3iv) at the xxxx Xxxxxx furnishes each set of financial statements pursuant to Section 17(b) 17.b(1), (12) or (23) above, a certificate an Officer’s Compliance Certificate of a Responsible Officer of Seller in the form of Exhibit B hereto.Seller; (4) As soon as available and in any event within ninety (90) days after the end of the calendar year, the annual personal financial statements, and within five (5) Business Days after the filing thereof, the annual tax return for of any natural person bound under this Agreement. (5v) as soon as available and in any event within thirty (30) days of receipt thereof: (A1) if applicable, copies of any 10-Ks, 10-Qs, registration statements and other “corporate finance” SEC filings (other than 8-Ks) by Seller Parties and Guarantor, within 5 five (5) Business Days of their filing with the SEC; provided, that, Seller Parties and Guarantor or any Affiliate Subsidiary will provide Buyer Administrative Agent with a copy of the annual 10-K filed with the SEC by Seller Parties and Guarantor or its AffiliatesSubsidiaries, no later than 90 ninety (90) days after the end of the year; (B2) to the extent not prohibited by any Governmental Authority, copies of relevant portions of all final written Agency, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Sellersuch Seller Party and Guarantor’s operations; (C3) such other information regarding the financial condition, operations, or business of such Seller Party and Guarantor as Buyer Administrative Agent may reasonably request; and (D4) the particulars of any Event of Termination in reasonable detail. (i) reserved; (ii) Seller shall provide Administrative Agent, as part of the Officer’s Compliance Certificate, a list of all material litigation, actions, suits, arbitrations or investigations pursuant to Section 14.a; and (iii) Seller shall provide the market value analysis for the valuation of its mortgage servicing rights as determined by a Third Party Evaluator for each month, in all instances as set forth in the Officer’s Compliance Certificate.

Financial Notices. Seller shall furnish to BuyerAdministrative Agent: (1) as soon as available and in any event within thirty (30) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of Seller and its consolidated Subsidiaries as at of the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Seller and its consolidated Subsidiaries, if any, Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Seller Seller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) as soon as available and in any event within ninety (90) days after the end of each fiscal year of Seller, the consolidated balance sheets of Seller and its consolidated Subsidiaries, if any, Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Seller and its consolidated Subsidiaries, if any, Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Buyer Administrative Agent in its sole good faith discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Seller and its respective consolidated Subsidiaries, if any, Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (3) at the xxxx Xxxxxx time the Seller furnishes each set of financial statements pursuant to Section 17(b) (117(b)(1) or (2) above, a certificate an Officer’s Compliance Certificate of a Responsible Officer of Seller in the form of attached as Exhibit B hereto.A to the Pricing Side Letter; (4) As soon as available and in any event within ninety (90) days after the end of the calendar year, the annual personal financial statements, and within five (5) Business Days after the filing thereof, the annual tax return for of any natural person bound under this Agreement. (5) as soon as available and in any event within thirty (30) days of receipt thereof: (Aa) if applicable, copies of any 10-Ks, 10-Qs, registration statements and other “corporate finance” SEC filings (other than 8-Ks) by Seller Seller, within 5 Business Days of their filing with the SEC; provided, that, Seller or any Affiliate will provide Buyer Administrative Agent with a copy of the annual 10-K filed with the SEC by Seller or its Affiliates, no later than 90 days after the end of the year; (Bb) copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Seller’s operations; provided, that, if Seller has been advised by legal counsel that a Governmental Authority imposes restrictions on the disclosure of such information, for as long as such restrictions exist, Seller shall (i) disclose to Administrative Agent any portion of such information that is not confidential, (ii) notify Administrative Agent of any material event in a level of specificity that would not violate the confidentiality requirements and (iii) promptly seek permission to disclose the information from the applicable Governmental Authority and shall provide Administrative Agent such information upon receipt of such permission; (Cc) such other information regarding the financial condition, operations, or business of the Seller as Buyer Administrative Agent may reasonably request; and (Dd) the particulars of any Event of Termination in reasonable detail. (5) Seller shall provide the market value analysis for the valuation of its mortgage servicing rights as determined by a Third Party Evaluator for each quarterly fiscal period, in all instances as set forth in the Officer’s Compliance Certificate delivered pursuant to Section 17.b(3). (6) Seller shall provide Administrative Agent, as part of the Officer’s Certificate delivered pursuant to Section 17.b(3) above, a list of all material actions, notices, proceedings or investigations pending with respect to which Seller has received service of process or other form of notice or, to the best of Seller’s knowledge, threatened against it, before any court, administrative or governmental agency or other regulatory body or tribunal as of such date with such information provided as noted in the applicable Schedule to Exhibit A of the Pricing Side Letter.

Financial Notices. Seller and Guarantor shall each furnish to Buyer:Buyer (solely to the extent not publicly available): (1) as soon as available and in any event within thirty (30) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of Seller and Guarantor and its consolidated Subsidiaries as at of the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Seller and Guarantor and its consolidated Subsidiaries, if any, Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Seller and Guarantor, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Seller and Guarantor and its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) as soon as available and in any event within ninety (90) days after the end of each fiscal year of SellerGuarantor, the consolidated balance sheets of Seller Guarantor and its consolidated Subsidiaries, if any, Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for Seller the Guarantor and its consolidated Subsidiaries, if any, Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Buyer in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Seller Guarantor and its respective consolidated Subsidiaries, if any, Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (3) at the xxxx Xxxxxx time the Seller and Guarantor furnishes each set of financial statements pursuant to Section 17(b) (117.b(1) or (2) above, a certificate an Officer’s Compliance Certificate of a Responsible Officer of Seller and Guarantor in the form of attached as Exhibit B hereto.A to the Pricing Side Letter; (4) As soon as available and in any event within ninety (90) days after the end of the calendar year, the annual personal financial statements, and within five (5) Business Days after the filing thereof, the annual tax return for of any natural person bound under this Agreement.reserved; (5) as soon as available and in any event within thirty (30) days of receipt thereof: (A) if applicable, copies of any 10-Ks, 10-Qs, registration statements and other “corporate finance” SEC filings (other than 8-Ks) by Seller within 5 Business Days of their filing with the SEC; provided, that, Seller or any Affiliate will provide Buyer with a copy of the annual 10-K filed with the SEC by Seller or its Affiliates, no later than 90 days after the end of the year; (Ba) reserved; (b) copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Seller’s operationsand Guarantor’s operations to the extent such delivery is permitted under the terms thereof; (Cc) such other information regarding the financial condition, operations, or business of the Seller and Guarantor as Buyer may reasonably request; and (Dd) the particulars of any Event of Termination in reasonable detail. (6) Seller shall provide Buyer, as part of the Officer’s Compliance Certificate delivered pursuant to Section 17.b(3) above, a list of all actions, notices, proceedings or investigations pending with respect to which Seller has received service of process or other form of notice or, to the best of Seller’s knowledge, threatened against it, before any court, administrative or governmental agency or other regulatory body or tribunal as of such date (A) asserting the invalidity of any Program Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated under any Program Agreement, (C) making a claim individually in an amount greater than $2,500,000 or in an aggregate amount greater than $5,000,000, (D) which requires filing with the Securities and Exchange Commission in accordance with the 1934 Act or any rules thereunder or (E) which might materially and adversely affect the validity of the Purchased Assets, Trust Mortgage Loans, REO Properties or the performance by it of its obligations under, or the validity or enforceability of any Program Agreement, with such information provided as noted in the applicable Schedule to Exhibit A of the Pricing Side Letter.

Financial Notices. Seller shall furnish to BuyerAdministrative Agent: (1) as soon as available and in any event within thirty forty-five (3045) calendar days after the end of each calendar monthmonth beginning with February 2019 (other than a calendar month which is also the last month in a fiscal quarter), the unaudited consolidated balance sheets of Seller and its consolidated Subsidiaries as at of the end of such period and the related unaudited consolidated statements of comprehensive income and retained earnings and of cash flows for the Seller and its consolidated Subsidiaries, if any, Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Seller Seller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) as soon as available and in any event within sixty (60) calendar days after the end of each of the first three fiscal quarters of any fiscal year, the unaudited consolidated balance sheets of Seller and its consolidated Subsidiaries as of the end of such period and the related unaudited consolidated statements of comprehensive income and stockholders’ equity and of cash flows for the Seller and its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Seller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries in accordance with GAAP consistently applied, as at the end of, and for, such period; (3) as soon as available and in any event within ninety (90) days after the end of each fiscal year of SellerSeller (or, with respect to the fiscal year ending December 31 2018, by April 30, 2019), the consolidated balance sheets of Seller and its consolidated Subsidiaries, if any, Subsidiaries as at the end of such fiscal year and the related consolidated statements of comprehensive income and retained earnings stockholders’ equity and of cash flows for the Seller and its consolidated Subsidiaries, if any, Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Buyer Administrative Agent in its sole discretion, shall have no be unqualified as to the scope of audit or other material qualification or exception, other than a “going concernconcern qualification” qualification or similar qualification, and which shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Seller and its respective consolidated Subsidiaries, if any, Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (34) [reserved]; (5) at the xxxx Xxxxxx time the Seller furnishes each set of financial statements pursuant to Section 17(b) 17.b(1), (12) or (23) above, a certificate an Officer’s Compliance Certificate of a Responsible Officer of Seller in the form of attached as Exhibit B hereto.C to the Omnibus Agreement; (4) As soon as available and in any event within ninety (90) days after the end of the calendar year, the annual personal financial statements, and within five (5) Business Days after the filing thereof, the annual tax return for of any natural person bound under this Agreement. (56) as soon as available and in any event within thirty (30) days of receipt thereof:; (Aa) if applicable, copies of any 10-Ks, 10-Qs, registration statements and other “corporate finance” SEC filings by Guarantor, within five (other than 8-Ks5) by Seller within 5 Business Days of their filing with the SEC; provided, that, Seller Guarantor or any Affiliate will provide Buyer Administrative Agent with a copy of the annual 10-K filed with the SEC by Seller Guarantor or its Affiliates, no later than 90 ninety (90) days after the end of the year; (or, with respect to the fiscal year ending December 31 2018, by April 30, 2019), provided, however, that this clause (6)(a) is deemed to be satisfied by Seller arranging for Administrative Agent to receive automatic email notifications from Guarantor with respect to such items; (Bb) solely with respect to Seller as an originator or purchaser of Mortgage Loans and not in its capacity as a Servicer, copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, required or (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Seller’s operations; (Cc) such other information regarding the financial condition, operations, or business of the Seller as Buyer Administrative Agent may reasonably request; and (Dd) the particulars of any Event of Termination in reasonable detail.

Financial Notices. Seller or Guarantor shall furnish to BuyerAdministrative Agent: (1) as soon as available and in any event within thirty forty (3040) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of Seller and its Guarantor and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Seller and its Guarantor and their consolidated Subsidiaries, if any, Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Seller and Guarantor, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Seller and its Guarantor and their consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) to the extent not filed with the SEC on XXXXX, as soon as available and in any event within ninety (90) days after the end of each fiscal year of SellerSeller or Guarantor, the consolidated balance sheets of Seller Seller, Guarantor and its their consolidated Subsidiaries, if any, Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Seller or Guarantor and its their consolidated Subsidiaries, if any, Subsidiaries for such year, and in the case of Guarantor, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Buyer Administrative Agent in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Seller Guarantor and its consolidated Subsidiaries, if any, Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (3) at the xxxx Xxxxxx furnishes time the Seller and Guarantor furnish each set of financial statements pursuant to Section 17(b) (117(b)(1) or (2) above, an Officer’s Compliance Certificate or, with respect to 17(b)(2) above, (at the time filed with the SEC on XXXXX), a certificate of a Responsible Officer of Seller and Guarantor in the form of attached as Exhibit B hereto.A to the Pricing Side Letter; (4) As soon as available and in if applicable, notice of any event within ninety (90) days after 10-K or 10-Q filings with the end of the calendar yearSEC on XXXXX by Seller or Guarantor, the annual personal financial statements, and within five (5) Business Days after of such filing with the filing thereof, the annual tax return for of any natural person bound under this Agreement.SEC; and (5) as soon as available and in any event within thirty (30) days of receipt thereof: (Aa) if applicable, copies of any 10-Ks, 10-Qs, registration statements and other “corporate finance” SEC filings (other than 8-Ks) by Seller within 5 Business Days of their filing with the SEC; provided, that, Seller or any Affiliate will provide Buyer with a copy of the annual 10-K filed with the SEC by Seller or its Affiliates, no later than 90 days after the end of the yearreserved; (Bb) copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Seller’s or any Underlying Repurchase Counterparty’s operations; (Cc) such other information regarding the financial condition, operations, or business of Seller the Seller, Guarantor or any Underlying Repurchase Counterparty as Buyer Administrative Agent may reasonably request; and (Dd) the particulars of any Event of Termination in reasonable detail.

Financial Notices. Each Seller Party shall furnish to Buyerfurnish: (1i) as soon as available and in any event within (A) except with respect to the last calendar month of the fiscal year, thirty (30) calendar days and (B), with respect to the last calendar month of the fiscal year, forty-five (45) days, in each case, after the end of each calendar month, the unaudited consolidated balance sheets of Seller and its consolidated Subsidiaries as at of the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Seller and its consolidated Subsidiaries, if any, Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Seller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes and year-end adjustments) consistently applied, as at the end of, and for, such period; (ii) as soon as available and in any event within ninety (90) days after the end of each fiscal year of Seller, the consolidated balance sheets of Seller and its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings for the Seller and its consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Seller and its respective consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (iii) as soon as available and in any event within forty-five (45) calendar days after the end of each fiscal quarter, the unaudited consolidated balance sheets of Seller and its consolidated Subsidiaries as of the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Seller and its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Seller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statementsadjustments) consistently applied, as at the end of, and for, such period; (2) as soon as available and in any event within ninety (90) days after the end of each fiscal year of Seller, the consolidated balance sheets of Seller and its consolidated Subsidiaries, if any, as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for Seller and its consolidated Subsidiaries, if any, for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Buyer in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries, if any, as at the end of, and for, such fiscal year in accordance with GAAP; (3iv) at the xxxx Xxxxxx furnishes each set of financial statements pursuant to Section 17(b) 17.b(1), (12) or (23) above, a certificate an Officer’s Compliance Certificate of a Responsible Officer of Seller in the form of Exhibit B hereto.Seller; (4) As soon as available and in any event within ninety (90) days after the end of the calendar year, the annual personal financial statements, and within five (5) Business Days after the filing thereof, the annual tax return for of any natural person bound under this Agreement. (5v) as soon as available and in any event within thirty (30) days of receipt thereof: (A) if applicable, copies of any 10-Ks, 10-Qs, registration statements and other “corporate finance” SEC filings (other than 8-Ks) by Seller within 5 Business Days of their filing with the SEC; provided, that, Seller or any Affiliate will provide Buyer with a copy of the annual 10-K filed with the SEC by Seller or its Affiliates, no later than 90 days after the end of the year; (B) copies of relevant portions of all final written Agency, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Seller’s operations; (C) such other information regarding the financial condition, operations, or business of Seller as Buyer may reasonably request; and (D) the particulars of any Event of Termination in reasonable detail.

Financial Notices. Seller shall furnish to BuyerAdministrative Agent: (1a) as soon as available and in any event within thirty forty-five (3045) calendar days after the end of each calendar month, the unaudited consolidated balance sheets sheet of Seller and its consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Seller and its consolidated Subsidiaries, if any, Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Seller Seller, which certificate shall state that said consolidated financial statements Financial Statements fairly present in all material respects the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2b) as soon as available and in any event within ninety (90) days after the end of each fiscal year of Seller, the consolidated balance sheets sheet of Seller and its consolidated Subsidiaries, if any, Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for Seller and its consolidated Subsidiaries, if any, Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Buyer Administrative Agent in its sole good faith discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements Financial Statements fairly present the consolidated financial condition and results of operations of Seller and its respective consolidated Subsidiaries, if any, Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (3c) at the xxxx Xxxxxx time the Seller furnishes each set of financial statements Financial Statements pursuant to Section 17(b) (18.02(a) or (2b) above, a certificate of a Responsible Officer of Seller an Officer’s Compliance Certificate in the form of Exhibit B heretoA to the Pricing Side Letter. (4) As soon as available and in any event within ninety (90) days after the end of the calendar year, the annual personal financial statements, and within five (5) Business Days after the filing thereof, the annual tax return for of any natural person bound under this Agreement. (5d) as soon as available and in any event within thirty (30) days of receipt thereof:; (Ai) if applicable, copies of any 10-Ks, 10-Qs, registration statements and other “corporate finance” SEC filings (other than 8-Ks) by Seller Seller, within 5 Business Days of their filing with the SEC; provided, that, Seller or any Affiliate will provide Buyer Administrative Agent and Credit Suisse First Boston Corporation with a copy of the annual 10-K filed with the SEC by Seller or its AffiliatesSeller, no later than 90 ninety (90) days after the end of the year; (Bii) copies of relevant portions of all final written Agency, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) to the extent reasonably requested by Administrative Agent, “report cards,” “grades” or other classifications of the quality of Seller’s operations; (Ciii) such other information regarding the financial condition, operations, or business of the Seller as Buyer Administrative Agent may reasonably request; provided that (A) any such request shall be made in writing and shall provide Seller at least ten (10) business days to provide such requested information, and (B) if Seller objects to the provision to Administrative Agent of any such requested information, Administrative Agent and Seller shall work in good faith to resolve any such objection, and Seller’s failure to provide such information before such objection is resolved shall not be a breach of this Section 8.02(d)(iii) or result in a Default or Event of Default under this Agreement; and (Div) in connection with the occurrence of any Event of Termination, a statement describing the particulars of any such ERISA Event of Termination in reasonable detail.

Financial Notices. Each Seller Party shall furnish to Buyerfurnish: (1) as soon as available and in any event within (A) except with respect to the last calendar month of the fiscal year, thirty (30) calendar days and (B), with respect to the last calendar month of the fiscal year, forty-five (45) days, in each case, after the end of each calendar month, the unaudited consolidated balance sheets of Seller and its consolidated Subsidiaries as at of the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Seller and its consolidated Subsidiaries, if any, Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Seller Seller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, footnotes and year-end adjustments and cash flow statementsadjustments) consistently applied, as at the end of, and for, such period; (2) as soon as available and in any event within ninety (90) days after the end of each fiscal year of Seller, the consolidated balance sheets of Seller and its consolidated Subsidiaries, if any, Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Seller and its consolidated Subsidiaries, if any, Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Buyer in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Seller and its respective consolidated Subsidiaries, if any, Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (3) at the xxxx txxx Xxxxxx furnishes each set of financial statements pursuant to Section 17(b) (117.b(1) or (2) above, a certificate an Officer’s Compliance Certificate of a Responsible Officer of Seller in the form of Exhibit B hereto.Seller; (4) As soon as available and in any event within ninety (90) days after the end of the calendar year, the annual personal financial statements, and within five (5) Business Days after the filing thereof, the annual tax return for of any natural person bound under this Agreement.reserved; (5) as soon as available and in any event within thirty (30) days of receipt thereof: (Aa) if applicable, copies of any 10-Ks, 10-Qs, registration statements and other “corporate finance” SEC filings (other than 8-Ks) by Seller Parties and Guarantor, within 5 five (5) Business Days of their filing with the SEC; provided, that, Seller Parties and Guarantor or any Affiliate Subsidiary will provide Buyer Administrative Agent with a copy of the annual 10-K filed with the SEC by Seller Parties and Guarantor or its AffiliatesSubsidiaries, no later than 90 ninety (90) days after the end of the year; (Bb) to the extent not prohibited by any Governmental Authority, copies of relevant portions of all final written Agency, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Sellersuch Seller Party and Guarantor’s operations; (Cc) such other information regarding the financial condition, operations, or business of such Seller Party and Guarantor as Buyer Administrative Agent may reasonably request; and (Dd) the particulars of any Event of Termination in reasonable detail. (6) reserved; (7) Seller shall provide Administrative Agent, as part of the Officer’s Compliance Certificate, a list of all material litigation, actions, suits, arbitrations or investigations pursuant to Section 14.a; and (8) Seller shall provide the market value analysis for the valuation of its mortgage servicing rights as determined by a Third Party Evaluator for each month, in all instances as set forth in the Officer’s Compliance Certificate.

Financial Notices. Seller shall furnish to BuyerAdministrative Agent: (1) . as soon as available and in any event within thirty (30) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of Seller and its consolidated Subsidiaries as at of the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Seller and its consolidated Subsidiaries, if any, Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Seller Seller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) . as soon as available and in any event within ninety (90) days after the end of each fiscal year of Seller, the consolidated balance sheets of Seller and its consolidated Subsidiaries, if any, Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for Seller and its consolidated Subsidiaries, if any, Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Buyer in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Seller and its respective consolidated Subsidiaries, if any, Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (3) . at the xxxx Xxxxxx furnishes each set of financial statements pursuant to Section 17(b) (1) 17.b.1 or (2) above, a certificate an Officer’s Compliance Certificate of a Responsible Officer of Seller in the form of attached as Exhibit B hereto.A to the Pricing Side Letter; (4) As soon as available and in any event within ninety (90) days after the end of the calendar year, the annual personal financial statements, and within five (. Reserved; 5) Business Days after the filing thereof, the annual tax return for of any natural person bound under this Agreement. (5) . as soon as available and in any event within thirty (30) days of receipt thereof: (Aa) if applicable, copies of any 10-Ks, 10-Qs, registration statements and other “corporate finance” SEC filings (other than 8-Ks) by Seller within 5 Business Days of their filing with the SEC; provided, that, Seller or any Affiliate will provide Buyer with a copy of the annual 10-K filed with the SEC by Seller or its Affiliates, no later than 90 days after the end of the yearReserved; (Bb) copies of relevant portions written summaries of all final written Agency, FHA, VA, and material Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” material adverse findings by such Agency or other classifications of the quality of Seller’s operationsGovernmental Authority; (Cc) such other information regarding the financial condition, operations, or business of Seller as Buyer Administrative Agent may reasonably request; and (Dd) the particulars of any Event of Termination in reasonable detail. 6. Seller shall provide the market value analysis for the valuation of its mortgage servicing rights as determined (i) internally for each monthly fiscal period and (ii) by a Third Party Evaluator for each quarterly fiscal period, in all instances as set forth in the Officer’s Compliance Certificate delivered pursuant to Section 17.b.3; 7. Seller shall provide Administrative Agent, as part of the Officer’s Certificate delivered pursuant to Section 17.b(3) above, a list of all (i) material actions, disputes, litigation, notices, proceedings, investigations or suspensions pending with respect to which Seller has received service of process or other form of notice or, to the best of Seller’s knowledge, threatened against it, before any court, administrative, Governmental Authority or other regulatory body or tribunal which is reasonably expected, in Seller’s good faith discretion, if adversely decided, to have a Material Adverse Effect on Seller, as of such date with such information provided, and (ii) material issues raised upon examination of Seller or Seller’s facilities, operations, servicing, origination or correspondent activities by any Governmental Authority; each as noted in the applicable Schedule to Exhibit A of the Pricing Side Letter.

Financial Notices. Seller shall furnish to BuyerAdministrative Agent: (1) as soon as available and in any event within thirty forty-five (3045) calendar days after the end of each calendar monthmonth (other than a calendar month which is also the last month in a fiscal quarter), the unaudited consolidated balance sheets of Seller and its consolidated Subsidiaries as at of the end of such period and the related unaudited consolidated statements of comprehensive income and retained earnings and of cash flows for the Seller and its consolidated Subsidiaries, if any, Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Seller Seller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) as soon as available and in any event within (x) forty-five (45) calendar days after the end of each of the first three fiscal quarters, the unaudited consolidated balance sheets of Seller and its consolidated Subsidiaries as of the end of such period and the related unaudited consolidated statements of comprehensive income and stockholders’ equity and of cash flows for the Seller and its consolidated Subsidiaries for such period and the portion of the fiscal year through LEGAL02/37648106v16 the end of such period, accompanied by a certificate of a Responsible Officer of Seller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries in accordance with GAAP consistently applied, as at the end of, and for, such period; (3) as soon as available and in any event within ninety (90) calendar days after the end of each fiscal year of Seller, the consolidated balance sheets of Seller and its consolidated Subsidiaries, if any, Subsidiaries as at the end of such fiscal year and the related consolidated statements of comprehensive income and retained earnings stockholders’ equity and of cash flows for the Seller and its consolidated Subsidiaries, if any, Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Buyer Administrative Agent in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Seller and its respective consolidated Subsidiaries, if any, Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (3) at the xxxx Xxxxxx furnishes each set of financial statements pursuant to Section 17(b) (1) or (2) above, a certificate of a Responsible Officer of Seller in the form of Exhibit B hereto. (4) As soon as available and in any event within ninety (90) days after the end of the calendar year, the annual personal financial statements, and within five (5) Business Days after the filing thereof, the annual tax return for of any natural person bound under this Agreement. (5) as soon as available and in any event within thirty (30) days of receipt thereof: (A) if applicable, copies of any 10-Ks, 10-Qs, registration statements and other “corporate finance” SEC filings (other than 8-Ks) by Seller within 5 Business Days of their filing with the SEC; provided, that, Seller or any Affiliate will provide Buyer with a copy of the annual 10-K filed with the SEC by Seller or its Affiliates, no later than 90 days after the end of the year; (B) copies of relevant portions of all final written Agency, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Seller’s operations; (C) such other information regarding the financial condition, operations, or business of Seller as Buyer may reasonably request; and (D) the particulars of any Event of Termination in reasonable detail.

Financial Notices. Each Seller shall furnish to Buyer:Buyer (solely to the extent not publicly available): (1) as soon as available and in any event within thirty forty-five (3045) calendar days after the end of each calendar monthquarter, the unaudited consolidated balance sheets of each Seller and its their consolidated Subsidiaries as at of the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for each Seller and its their consolidated Subsidiaries, if any, Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a the Responsible Officer Officers of Seller each Seller, as applicable, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of each Seller and its their consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) as soon as available within one hundred and in any event within ninety twenty (90120) days after the end of each fiscal year of each Seller, the consolidated balance sheets of each Seller and its respective consolidated Subsidiaries, if any, Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the each Seller and its respective consolidated Subsidiaries, if any, Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Buyer in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of each Seller and its respective consolidated Subsidiaries, if any, Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (3) at the xxxx Xxxxxx furnishes time Sellers furnish each set of financial statements pursuant to Section 17(b) (117.b(1) or (2) above, a certificate an Officer’s Compliance Certificate of a the Responsible Officer Officers of Seller Sellers, as applicable, in the form of attached as Exhibit B hereto.A to the Pricing Side Letter; (4) As soon as available and in any event within ninety (90) days promptly after the end of the calendar yearwritten request from Buyer, the annual personal financial statements, and within five (5) Business Days after the filing thereof, the annual tax return for of any natural person bound under this Agreement. (5) as soon as available and in any event within thirty (30) days of receipt thereof: (A) if applicable, copies of any 10-Ks, 10-Qs, registration statements and other “corporate finance” SEC filings (other than 8-Ks) by Seller within 5 Business Days of their filing with the SEC; provided, that, Seller or any Affiliate will provide Buyer with a copy of the annual 10-K filed with the SEC by Seller or its Affiliates, no later than 90 days after the end of the year; (B) copies of relevant portions of all final written Agency, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Seller’s operations; (C) such other information regarding the financial condition, operations, or business businesses of any Seller as Buyer may reasonably request; and (D) , provided same is in the possession of Sellers, and the particulars of any Event of Termination in reasonable detail. (5) Sellers shall provide Buyer, as part of the Officers' Compliance Certificates delivered pursuant to Section 17.b(3) above, a list of all actions, notices, proceedings or investigations pending with respect to which Sellers have received service of process or other form of notice or, to the best of Sellers’ knowledge, threatened against them, before any court, administrative or governmental agency or other regulatory body or any rules or actions of a stock exchange or tribunal as of such date (A) asserting the invalidity of any Program Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated under any Program Agreement, (C) making a claim individually in an amount greater than $2,500,000 or in an aggregate amount greater than $5,000,000, (D) which requires filing with the SEC in accordance with the 1934 Act or any rules thereunder or (E) which might materially and adversely affect the validity of the Purchased Assets or the performance by it of its obligations under, or the validity or enforceability of any Program Agreement. (6) From time to time, if any Mortgage Loan was consummated on or after January 10, 2014, Sellers shall provide Buyer with copies of all documentation in connection with the underwriting and origination of any Mortgage Loan that evidences compliance with the Ability to Repay Rule, as Buyer may reasonably request, as soon as possible but in any event no later than ten (30) Business Day following such request.

Financial Notices. Seller shall furnish to Buyer: (1) as soon as available and in any event within thirty (30) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of Seller and its consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Seller and its consolidated Subsidiaries, if any, Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Seller Seller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) as soon as available and in any event within ninety (90) days after the end of each fiscal year of Seller, the consolidated balance sheets of Seller and its consolidated Subsidiaries, if any, Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Seller and its consolidated Subsidiaries, if any, Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Buyer in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Seller and its respective consolidated Subsidiaries, if any, Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (3) at the xxxx Xxxxxx time the Seller furnishes each set of financial statements pursuant to Section 17(b) (117(b)(1) or (2) above, a certificate an Officer’s Compliance Certificate of a Responsible Officer of Seller in the form of attached as Exhibit B heretoA to the Pricing Side Letter. (4) As soon as available and in any event within ninety (90) days after the end of the calendar year, the annual personal financial statements, and within five (5) Business Days after the filing thereof, the annual tax return for of any natural person bound under this Agreement.[Reserved] (5) as soon as available and in any event within thirty (30) days of receipt thereof:; (Aa) if applicable, copies of any 10-Ks, 10-Qs, registration statements and other “corporate finance” SEC filings (other than 8-Ks) by Seller Seller, within 5 Business Days of their filing with the SEC; provided, that, Seller or any Affiliate thereof will provide Buyer with a copy of the annual 10-K filed with the SEC by Seller or its Affiliatesany Affiliate thereof, no later than 90 days after the end of the year; (Bb) copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Seller’s operations; (Cc) such other information regarding the financial condition, operations, or business of the Seller as Buyer may reasonably request; and (Dd) the particulars of any Event of Termination in reasonable detail.

Financial Notices. Seller and Guarantor shall furnish to Buyer:Buyer (solely to the extent not publicly available): (1) as soon as available and in any event within thirty forty-five (3045) calendar days after the end of each calendar monthquarter, the most recent unaudited consolidated balance sheets of Seller Guarantor and its consolidated Subsidiaries as at of the end of such period and the related most recent unaudited consolidated statements of income and retained earnings and of cash flows for Seller Guarantor and its consolidated Subsidiaries, if any, Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a the Responsible Officer Officers of Seller Guarantor, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Seller Guarantor and its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) as soon as available within one hundred and in any event within ninety twenty (90120) days after the end of each fiscal year of SellerGuarantor, the consolidated balance sheets of Seller Guarantor and its consolidated Subsidiaries, if any, Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for Seller the Guarantor and its consolidated Subsidiaries, if any, Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Buyer in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Seller Guarantor and its respective consolidated Subsidiaries, if any, Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP;; 126103752\V-5 (3) at the xxxx Xxxxxx furnishes and Guarantor furnish each set of financial statements pursuant to Section 17(b) (117.b(1) or (2) above, a certificate an Officer’s Compliance Certificate of a the Responsible Officer Officers of Seller and Guarantor in the form of attached as Exhibit B hereto.A to the Guaranty; (4) As soon as available and in any event within ninety (90) days promptly after the end of the calendar yearwritten request from Buyer, the annual personal financial statements, and within five (5) Business Days after the filing thereof, the annual tax return for of any natural person bound under this Agreement. (5) as soon as available and in any event within thirty (30) days of receipt thereof: (A) if applicable, copies of any 10-Ks, 10-Qs, registration statements and other “corporate finance” SEC filings (other than 8-Ks) by Seller within 5 Business Days of their filing with the SEC; provided, that, Seller or any Affiliate will provide Buyer with a copy of the annual 10-K filed with the SEC by Seller or its Affiliates, no later than 90 days after the end of the year; (B) copies of relevant portions of all final written Agency, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Seller’s operations; (C) such other information regarding the financial condition, operations, or business businesses of a Seller Party as Buyer may reasonably request; and (D) , provided same is in the possession of such Seller Party, and the particulars of any Event of Termination in reasonable detail. (5) Seller shall provide Buyer, as part of the Officers’ Compliance Certificates delivered pursuant to Section 17.b(3) above, a list of all actions, notices, proceedings or investigations pending with respect to which Seller has received service of process or other form of notice or, to the best of Seller’s knowledge, threatened against them, before any court, administrative or governmental agency or other regulatory body or any rules or actions of a stock exchange or tribunal as of such date (A) asserting the invalidity of any Program Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated under any Program Agreement, (C) making a claim individually in an amount greater than $2,500,000 or in an aggregate amount greater than $5,000,000, (D) which requires filing with the SEC in accordance with the 1934 Act or any rules thereunder or (E) which might materially and adversely affect the validity of the Purchased Assets or the performance by it of its obligations under, or the validity or enforceability of any Program Agreement. (6) From time to time, if any Mortgage Loan was consummated on or after January 10, 2014, Seller shall provide Buyer with copies of all documentation in connection with the underwriting and origination of any Mortgage Loan that evidences compliance with the Ability to Repay Rule, as Buyer may reasonably request, as soon as possible but in any event no later than ten (30) Business Day following such request.

Financial Notices. Seller Sellers and Guarantor shall each furnish to Buyer:Administrative Agent (solely to the extent not publicly available): (1) as soon as available and in any event within thirty (30) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of each Original Seller and Guarantor and its consolidated Subsidiaries as at of the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for each Original Seller and Guarantor and its consolidated Subsidiaries, if any, Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of each Original Seller and Guarantor, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of each Original Seller and Guarantor and its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end year‑end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) as soon as available and in any event within ninety (90) days after the end of each fiscal year of SellerGuarantor, the consolidated balance sheets of Seller Guarantor and its consolidated Subsidiaries, if any, Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for Seller the Guarantor and its consolidated Subsidiaries, if any, Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Buyer in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Seller Guarantor and its respective consolidated Subsidiaries, if any, Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (3) at the xxxx Xxxxxx furnishes time the Sellers and Guarantor furnish each set of financial statements pursuant to Section 17(b) (117.b(1) or (2) above, a certificate an Officer’s Compliance Certificate of a Responsible Officer of Seller and Guarantor in the form of attached as Exhibit B hereto.A to the Pricing Side Letter; (4) As soon as available and in any event within ninety (90) days after the end of the calendar year, the annual personal financial statements, and within five (5) Business Days after the filing thereof, the annual tax return for of any natural person bound under this Agreement.reserved; (5) as soon as available and in any event within thirty (30) days of receipt thereof: (A) if applicable, copies of any 10-Ks, 10-Qs, registration statements and other “corporate finance” SEC filings (other than 8-Ks) by Seller within 5 Business Days of their filing with the SEC; provided, that, Seller or any Affiliate will provide Buyer with a copy of the annual 10-K filed with the SEC by Seller or its Affiliates, no later than 90 days after the end of the year; (Ba) reserved; (b) copies of relevant portions of all any final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewalnon‑renewal, or (iii) “report cards,” “grades” or other classifications of the quality of a Seller’s operationsand Guarantor’s operations to the extent such delivery is permitted under the terms thereof; (Cc) such other information regarding the financial condition, operations, or business of the Seller Parties as Buyer Administrative Agent may reasonably request; and (Dd) the particulars of any Event of Termination in reasonable detail. (6) Sellers shall provide Administrative Agent, as part of the Officer’s Compliance Certificate delivered pursuant to Section 17(b)(3) above, a list of all actions, notices, proceedings or investigations pending with respect to which a Seller has received service of process or other form of notice or, to the best of each Seller’s knowledge, threatened against it, before any court, administrative or governmental agency or other regulatory body or tribunal as of such date (A) asserting the invalidity of any Program Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated under any Program Agreement, (C) making a claim individually in an amount greater than $2,500,000 or in an aggregate amount greater than $5,000,000, (D) which requires filing with the Securities and Exchange Commission in accordance with the 1934 Act or any rules thereunder or (E) which might materially and adversely affect the validity of the Purchased Assets, Contributed Mortgage Loans, Contributed Rental Properties, Contributed REO Properties or the performance by it of its obligations under, or the validity or enforceability of any Program Agreement, with such information provided as noted in the applicable Schedule to Exhibit A of the Pricing Side Letter.