Common use of Reports, Collateral Audits; Access Clause in Contracts

Reports, Collateral Audits; Access. (a) The Member shall furnish to the Bank annually, and at such times as the Bank may request, an audit report with respect to the Member’s Collateral, Qualifying Collateral, and Collateral Maintenance Level prepared by the Member’s external auditor, in accordance with generally accepted auditing standards, and in form and substance acceptable to the Bank. (b) The Member shall furnish to the Bank at such times as the Bank may request, or as necessary to satisfy the requirements of the Bank, a status report with respect to the Member’s Collateral prepared by the Member in form and substance acceptable to the Bank, and as of a date within two weeks of the report due date. The status report shall be a written report covering such matters regarding the Collateral as the Bank may require, including listings of mortgages and unpaid principal balances thereof and certifications concerning the status of payments on mortgages and of taxes and insurance on property securing mortgages. (c) All Collateral and the satisfaction of the Collateral Maintenance Level, and any matters relating thereto, shall be subject to audit and verification by or on behalf of the Bank. Such audits and verifications may occur without notice during the Member’s normal business hours or upon reasonable notice at such other times as the Bank may reasonably request. The Member shall provide access to, and shall make adequate working facilities available to, the representatives or agents of the Bank for purposes of such audits and verification. Reasonable fees and charges may be assessed to the Member by the Bank to cover overhead and other costs relating to such audit and verification. (d) If so requested by the Bank, the Member shall promptly report to the Bank any event which reduces the principal balance of any mortgage or securities or other item of Collateral by five percent (5%) or more, whether by prepayment, foreclosure sale, insurance, guaranty payment, or otherwise. (e) The Member shall give the Bank access at all reasonable times to Collateral in the Member’s possession and to the Member’s books and records of account relating to such Collateral, for the purpose of the Bank’s examining, verifying, or reconciling the Collateral and the Member’s reports to the Bank thereon. (f) If the Member becomes aware or has reason to believe that the Lendable Collateral Value of the Member’s Qualifying Collateral has fallen below the Collateral Maintenance Level, or that a contingency exists which with the lapse of time could result in the Member failing to meet the Collateral Maintenance Level, the Member shall immediately notify the Bank. (g) Notwithstanding anything to the contrary, the Member shall be solely responsible for the accuracy and adequacy of all information and data in each audit or status report (or other writing specifying and describing any Collateral) submitted to the Bank, regardless of the form in which submitted. To enable the Bank to regenerate any files or data previously furnished to the Bank with respect to any Collateral or any information contained in any audit or status report, the Member shall at all times maintain complete and accurate records and materials supporting and/or relating to any audit or status report and shall make the same available, on request, to the Bank. The parties hereto agree that the maintenance and retention of such supporting records and materials shall be the sole responsibility of the Member and that the Bank shall not be liable for any loss of such data. (h) The Bank shall have no duty to make any independent examination of or calculation with respect to the information submitted in an audit or status report (or in any written schedule that may be submitted by the Member) and, without limiting the generality of the foregoing, the Bank makes no representation or warranty as to the validity, accuracy, or completeness of any information contained in any written records of the Bank concerning, or of any response to, such audit or status report.

Reports, Collateral Audits; Access. (aA) The Member shall furnish to the Bank annually, and at such other times as the Bank may request, an audit report with respect to the Member’s Collateral, Collateral and Qualifying Collateral, and Collateral Maintenance Level prepared by the Member’s internal or external auditor, in accordance with generally accepted auditing standards, auditor and in form and substance acceptable to the Bank, and such financial reports and other information relating to the Member’s financial condition as the Bank may reasonably request. (bB) The Member shall furnish to the Bank at such times as the Bank may request, or as necessary to satisfy the requirements of the Bank, a status report with respect to the Member’s Collateral prepared by the Member in form and substance acceptable to the Bank, and as of a date within two weeks of the report due date. The status report shall be a written report covering such matters regarding the Collateral as the Bank may require, including listings of mortgages and unpaid principal balances thereof and certifications concerning the status of payments on mortgages and of taxes and insurance on property securing mortgages. (cC) All If so requested by the Bank, the Member shall promptly report to the Bank any event which reduces the principal balance of any mortgage or other item of Collateral by five percent (5%) or more, whether by prepayment, foreclosure sale, insurance or guaranty payment or otherwise. (D) The Member shall give the Bank access at all reasonable times to Collateral in the Member’s possession and to the Member’s books and records of account relating to such Collateral, for the purpose of the Bank’s examining, verifying or reconciling the Collateral and the satisfaction Member’s reports to the Bank thereon. (E) If the Member becomes aware or has reason to believe that the Lendable Collateral Value of the Member’s Qualifying Collateral has fallen below the Collateral Maintenance Level, or that a contingency exists which with the lapse of time could result in the Member failing to meet the Collateral Maintenance Level, the Member shall immediately notify the Bank. (F) All Collateral and any matters relating thereto, thereto shall be subject to audit and verification by or on behalf of the Bank. Such audits and verifications may occur without notice during the Member’s normal business hours or upon reasonable notice at such other times as the Bank may reasonably request. The Member shall provide access to, and shall make adequate working facilities available to, the representatives or agents of the Bank for purposes of such audits and verificationaudits. Reasonable fees and charges may be assessed to the Member by the Bank to cover overhead and other costs relating to such audit and verification. (d) If so requested by the Bank, the Member shall promptly report to the Bank any event which reduces the principal balance of any mortgage or securities or other item of Collateral by five percent (5%) or more, whether by prepayment, foreclosure sale, insurance, guaranty payment, or otherwise. (e) The Member shall give the Bank access at all reasonable times to Collateral in the Member’s possession and to the Member’s books and records of account relating to such Collateral, for the purpose of the Bank’s examining, verifying, or reconciling the Collateral and the Member’s reports to the Bank thereon. (f) If the Member becomes aware or has reason to believe that the Lendable Collateral Value of the Member’s Qualifying Collateral has fallen below the Collateral Maintenance Level, or that a contingency exists which with the lapse of time could result in the Member failing to meet the Collateral Maintenance Level, the Member shall immediately notify the Bank. (gG) Notwithstanding anything to the contrary, the Member shall be solely responsible for the accuracy and adequacy of all information and data in each audit or status report (or other writing specifying and describing any Collateral) submitted to the Bank, regardless of the form in which submitted. To enable the Bank to regenerate any files or data previously furnished to the Bank with respect to any Collateral or any information contained in any audit or status report, the Member shall at all times maintain complete and accurate records and materials supporting and/or relating to any audit or status report and shall make the same available, on request, to the Bank. The parties hereto agree that the maintenance and retention of such supporting records and materials shall be the sole responsibility of the Member and that the Bank shall not be liable for any loss of such data. (h) The Bank shall have no duty to make any independent examination of or calculation with respect to the information submitted in an audit or status report (or in any written schedule that may be submitted by the Member) and, without limiting the generality of the foregoing, the Bank makes no representation or warranty as to the validity, accuracy, or completeness of any information contained in any written records of the Bank concerning, or of any response to, such audit or status report.

Reports, Collateral Audits; Access. (a) The Member shall furnish to the Bank annually, and at such times as the Bank may request, an audit report with respect to the Member’s Collateral, Qualifying Collateral, and Collateral Maintenance Level prepared by the Member’s external auditor, in accordance with generally accepted auditing standards, and in form and substance acceptable to the Bank., (b) The Member shall furnish to the Bank at such times as the Bank may reasonably request, or as necessary to satisfy the requirements of the Bank, a status report with respect to the Member’s Collateral prepared by the Member in form and substance acceptable to the Bank, and as of a date within two weeks of the report due date. The status report shall be a written report covering such matters regarding the Collateral as the Bank may reasonably require, including listings of mortgages and unpaid principal balances thereof and certifications concerning the status of payments on mortgages and of taxes and insurance on property securing mortgages. (c) The Member shall deliver to the Bank, simultaneously with the Member’s delivery thereof to the appropriate federal or state Official Body, a copy of each Form 10-K, 10-Q or other filing with the Securities and Exchange Commission with respect to Member and a copy of all financial statements, including without limitation all actuarial certifications required in accordance with applicable Law to be filed with any Official Body, such financial statements to be prepared in accordance with all of the requirements of applicable Law (without limitation, as to format, accounting methods and otherwise) and whether or not adopted by applicable Law the requirements of the NAIC (and in the event of any conflicting provisions, including a reconciliation of any difference between the requirements of applicable Law and the NAIC requirements) or, in the event that there are no such requirements of applicable Law, then to be prepared in accordance with generally accepted accounting principles. (d) The Member shall provide to the Bank, as soon as available and in any event within forty-five (45) calendar days after the end of each fiscal quarter in each fiscal year, a detailed calculation of Member’s Risk-Based Capital and consolidated and consolidating financial statements of the Member, consisting of a balance sheet as of the end of such fiscal quarter and related statements of income, stockholders’ equity and cash flows for the fiscal quarter then ended and the fiscal year through that date, all in reasonable detail and certified (subject to normal year-end audit adjustments) by the Chief Executive Officer, President or Chief Financial Officer of the Member as having been prepared in accordance with generally accepted accounting principles, consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year. (e) The Member shall provide to the Bank, as soon as available in any event within ninety (90) days after the end of each fiscal year of the Member, consolidated and consolidating financial statements of the Member consisting of a balance sheet as of the end of such fiscal year, and related statements of income, stockholders’ equity and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by independent certified public accountants reasonably satisfactory to the Bank. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of the Member under this Agreement or the related documents evidencing or in connection with the Indebtedness, together with a letter of such accountants substantially to the effect that based upon their ordinary and customary examination of the affairs of the Member, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they are not aware of the existence of any condition or event which constitutes an Event of Default or event which with the giving of notice or the passing of time or both would constitute an Event of Default, or, if they are aware of such condition or event, stating the nature thereof. (f) Concurrently with the financial statements of the Member furnished to the Bank pursuant to Sections 3.10(c), (d) and (e) hereof, a certificate of the Member signed by the Chief Executive Officer, President or Chief Financial Officer of the Member, to the effect that, (i) the representations and warranties of the Member contained in this Agreement and the related documents evidencing or in connection with the Indebtedness are true on and as of the date of such certificate with the same 250390-3 (Custom Form for Trustmark) effect as though such representations and warranties had been made on and as of such date and the Member has performed and complied with all covenants and conditions hereof, and (ii) no Event of Default or event which with the passing of time or the giving of notice or both would become an Event of Default exists and is continuing on the date of such certificate. (g) The Member shall automatically deliver to the Bank, without any request therefor by the Bank, a copy of each RBC Report of the Member and, if any, each RBC Plan of the Member upon preparation of the same by the Member. (h) The Member shall deliver to the Bank within five (5) days of the occurrence thereof, a copy of any amendment to the Member’s by-laws, articles or certificate of incorporation or other charter documents. (i) The Member shall automatically deliver to the Bank such other information as the Bank’s Credit Policy may from time to time require the Member to deliver to the Bank or as the Bank may otherwise from time to time reasonably request. (j) The Member shall provide written notice to the Bank upon the occurrence of an Event of Default, (k) All Collateral and the satisfaction of the Collateral Maintenance Level, and any matters relating thereto, shall be subject to audit and verification by or on behalf of the Bank. Such audits and verifications may occur without notice during the Member’s Members normal business hours or upon reasonable notice at such other times as the Bank may reasonably request. The Member shall provide access to, and shall make adequate working facilities available to, the representatives or agents of the Bank for purposes of such audits and verification. Reasonable fees and charges may be assessed to the Member by the Bank to cover overhead and other costs relating to such audit and verification. (dl) If so requested by the Bank, the Member shall promptly report to the Bank any event which reduces the principal balance of any mortgage or securities or other item of Collateral by five percent (5%) or more, whether by prepayment, foreclosure sale, insurance, guaranty payment, or otherwise. (em) The Member shall give the Bank access at all reasonable times to Collateral in the Member’s possession and to the Member’s books and records of account relating to such Collateral, for the purpose of the Bank’s examining, verifying, or reconciling the Collateral and the Member’s reports to the Bank thereon. (fn) If the Member becomes aware or has reason to believe that the Lendable Collateral Value of the Member’s Qualifying Collateral has fallen below the Collateral Maintenance Level, or that a contingency exists which with the lapse of time could result in the Member failing to meet the Collateral Maintenance Level, the Member shall immediately notify the Bank. (go) Notwithstanding anything to the contrary, the Member shall be solely responsible for the accuracy and adequacy of all information and data in each audit or status report (or other writing specifying and describing any Collateral) submitted to the Bank, regardless of the form in which submitted. To enable the Bank to regenerate any files or data previously furnished to the Bank with respect to any Collateral or any information contained in any audit or status report, the Member shall at all times maintain complete and accurate records and materials supporting and/or relating to any audit or status report and shall make the same available, on request, to the Bank. Bank The parties hereto agree that the maintenance and retention of such supporting records and materials shall be the sole responsibility of the Member and that the Bank shall not be liable for any loss of such data. (hp) The Bank shall have no duty to make any independent examination of or calculation with respect to the information submitted in an audit or status report (or in any written schedule that may be submitted by the Member) and, and without limiting the generality of the foregoing, the Bank makes no representation or warranty as to the validity, accuracy, or completeness of any information contained in any written records of the Bank concerning, or of any response to, such audit or status report.

Reports, Collateral Audits; Access. (aA) The Member shall furnish to the Bank annually, and at such other times as the Bank may request, an audit report with respect to the Member’s 's Collateral, Qualifying Collateral, and Collateral Maintenance Level prepared by the Member’s 's external auditor, in accordance with generally accepted auditing standards, auditor and in form and or substance acceptable to the Bank, and such financial reports and Other information relating to The Member's financial condition as the Bank may reasonably request. (bB) The Member shall furnish to the Bank at such times as the line Bank may request, or as necessary to satisfy the requirements of the Bank, a status report with respect to the Member’s Members Collateral prepared by the Member in form and substance acceptable to the Bank, Bank and as of a date within two weeks of the report due date. The status report shall be a written report covering such matters regarding the Collateral as the Bank may require, including listings of mortgages and unpaid principal balances thereof and certifications concerning the status of payments on mortgages and of taxes Taxes and insurance on property securing mortgages. (cC) All If so requested by the Bank, the Member shall promptly report to the Bank any event which reduces the principal balance of any mortgage or security or other item of Collateral by five percent (5%) or more, whether by prepayment, foreclosure sale, insurance or guaranty payment or otherwise. (D) The Member shall give the Bank access at all reasonable times to Collateral in the Members possession and to the Member's books and records of account relating to such Collateral, for the purpose of the Bank's examining, verifying or reconciling the Collateral and the satisfaction Member's reports to the Bank thereon. (E) If the Member becomes aware or has reason to believe That the Lendable Collateral Value of the Member's Qualifying Collateral has fallen below the Collateral Maintenance Level, or that a contingency exists which with the lapse of time could result in The Member failing to meet the Collateral Maintenance Level, the Member shall immediately notify the Bank. (F) All Collateral and any matters relating thereto, thereto shall be subject to audit and verification by or on behalf of the Bank. Such audits and verifications may occur without notice during the Member’s 's normal business hours or upon reasonable notice at such other times as the Bank may reasonably request. The Member shall provide access to, and shall make adequate working facilities available to, the line representatives or agents of the Bank for purposes of such audits and verificationaudits. Reasonable fees and charges may be assessed to the Member by the Bank to cover overhead and other costs relating to such audit and verification. (d) If so requested by the Bank, the Member shall promptly report to the Bank any event which reduces the principal balance of any mortgage or securities or other item of Collateral by five percent (5%) or more, whether by prepayment, foreclosure sale, insurance, guaranty payment, or otherwise. (e) The Member shall give the Bank access at all reasonable times to Collateral in the Member’s possession and to the Member’s books and records of account relating to such Collateral, for the purpose of the Bank’s examining, verifying, or reconciling the Collateral and the Member’s reports to the Bank thereon. (f) If the Member becomes aware or has reason to believe that the Lendable Collateral Value of the Member’s Qualifying Collateral has fallen below the Collateral Maintenance Level, or that a contingency exists which with the lapse of time could result in the Member failing to meet the Collateral Maintenance Level, the Member shall immediately notify the Bank. (gG) Notwithstanding anything to the contrary, the Member shall be De solely responsible for the accuracy and adequacy of all information and data in each audit or status report (or Or other writing specifying and describing any Collateral) submitted to the Bank, regardless of the form in which submitted. To enable the Bank to regenerate any files or data previously furnished to the Bank with respect to any Collateral or any information contained in any audit or status report, the Member shall at all times maintain complete and accurate records and materials supporting and/or relating to any audit or status report and shall make the same available, on request, to the Bank. The parties hereto agree that the maintenance and retention of such supporting records and materials shall be the sole responsibility of the Member and that the Bank shall not be liable for any loss of such data. (h) The Bank shall have no duty to make any independent examination of or calculation with respect to the information submitted in an audit or status report (or in any written schedule that may be submitted Submitted by the Member) and, without limiting the generality of the foregoing, the Bank makes no representation or warranty as to the line validity, accuracy, accuracy or completeness of any information contained in any written records of the Bank concerning, concerning or of any response to, such audit or status report.

Reports, Collateral Audits; Access. (aA) If the Fair Market Value of Qualifying Collateral owned by the Member, free and clear of any liens or encumbrances, shall at any time fall below the Collateral Maintenance Level, the Member shall immediately notify the FHLBNY. The Member shall furnish to the Bank FHLBNY annually, and at such other times as the Bank FHLBNY may request, an audit report with respect to the Member’s Collateral, Qualifying Collateral, and Collateral Maintenance Level prepared by the Member’s external auditor, auditor in accordance with generally accepted auditing standardsstandards certifying that the Member owns, free and in form and substance acceptable clear of any liens or encumbrances, Qualifying Collateral with a Fair Market Value at least equal to the Bank. (b) The Collateral Maintenance Level. If the Member is required to specify or deliver Collateral pursuant to Sections 3.04 or 3.05 hereof, such audit report shall refer only to Qualifying Collateral that is so specified or is held by the FHLBNY as of the date of such audit report. If requested by the FHLBNY, the Member shall furnish to the Bank at such times as the Bank may request, or as necessary to satisfy the requirements of the Bank, a status report with respect to the Member’s Collateral prepared by the Member in form and substance acceptable to the Bank, and as of a date within two weeks of the report due date. The status report shall be FHLBNY a written report covering such matters regarding the Collateral as the Bank FHLBNY may require, including listings listing of mortgages mortgages, securities, and unpaid principal balances thereof thereof; and certifications concerning the status of payments on mortgages, securities, and unpaid principal balances thereof; and certifications concerning the status of payments on mortgages and of taxes and insurance on property securing mortgages. (c) All Collateral and the satisfaction of the Collateral Maintenance Level, and any matters relating thereto, shall be subject to audit and verification by or on behalf of the Bank. Such audits and verifications may occur without notice during the Member’s normal business hours or upon reasonable notice at such other times as the Bank may reasonably request. The Member shall provide access to, and shall make adequate working facilities available to, the representatives or agents of the Bank for purposes of such audits and verification. Reasonable fees and charges may be assessed to the Member by the Bank to cover overhead and other costs relating to such audit and verification. (d) If so requested by the BankFHLBNY, the Member shall promptly report to the Bank FHLBNY any event which reduces the principal balance of any mortgage or securities or other item of Collateral security by five percent (5%) or more, whether by prepayment, foreclosure sale, insurance, insurance or guaranty payment, payment or otherwise. (e) . The Member shall give the Bank FHLBNY access at all reasonable times to Collateral in the Member’s possession and to the Member’s books and records of account relating to such Collateral, for the purpose of the BankFHLBNY’s examining, verifying, verifying or reconciling the Collateral and the Member’s reports report to the Bank FHLBNY thereon. (fB) If All Collateral and the satisfaction by the Member becomes aware of the Collateral Maintenance Level shall be subject to audit and verification by or has reason to believe that on behalf of the Lendable Collateral Value of FHLBNY. Such audits and verifications may occur without notice during the Member’s Qualifying Collateral has fallen below normal business hours or upon reasonable notice at such other times as the Collateral Maintenance Level, or that a contingency exists which with the lapse of time could result in the Member failing to meet the Collateral Maintenance Level, the FHLBNY may reasonably request. The Member shall immediately notify the Bank. (g) Notwithstanding anything to the contraryprovide access to, the Member shall be solely responsible for the accuracy and adequacy of all information and data in each audit or status report (or other writing specifying and describing any Collateral) submitted to the Bank, regardless of the form in which submitted. To enable the Bank to regenerate any files or data previously furnished to the Bank with respect to any Collateral or any information contained in any audit or status report, the Member shall at all times maintain complete and accurate records and materials supporting and/or relating to any audit or status report and shall make adequate working facilities available to, the same available, on request, representatives or agents of the FHLBNY for purposes of such audits and verifications. The Member agrees to pay to the Bank. The parties hereto agree that the maintenance FHLBNY such reasonable fees and retention of such supporting records and materials shall be the sole responsibility of the Member and that the Bank shall not be liable for any loss of such data. (h) The Bank shall have no duty to make any independent examination of or calculation with respect to the information submitted in an audit or status report (or in any written schedule that charges as may be submitted assessed by the Member) and, without limiting the generality of the foregoing, the Bank makes no representation or warranty as FHLBNY to the validity, accuracy, or completeness of any information contained in any written records of the Bank concerning, or of any response to, cover overhead and other costs relating to such audit or status reportand verification.

Reports, Collateral Audits; Access. (aA) The Member shall furnish to the Bank annually, and at such other times as the Bank may request, an audit report with respect to the Member’s Collateral, 's Collateral and Qualifying Collateral, and Collateral Maintenance Level prepared by the Member’s 's external auditor, in accordance with generally accepted auditing standards, auditor and in form and substance acceptable to the Bank, and such financial reports and other information relating to the Member's financial condition as the Bank may reasonably request. (bB) The Member shall furnish to the Bank at such times as the Bank may request, or as necessary to satisfy the requirements of the Bank, a status report with respect to the Member’s 's Collateral prepared by the Member in form and substance acceptable to the Bank, and as of a date within two weeks of the report due date. The status report shall be a written report covering such matters regarding the Collateral as the Bank may require, including listings of mortgages and unpaid principal balances thereof and certifications concerning the status of payments on mortgages and of taxes and insurance on property securing mortgages. (cC) All If so requested by the Bank, the Member shall promptly report to the Bank any event which reduces the principal balance of any mortgage or other item of Collateral by five percent (5%) or more, whether by prepayment, foreclosure sale, insurance or guaranty payment or otherwise. (D) The Member shall give the Bank access at all reasonable times to Collateral in the Member's possession and to the Member's books and records of account relating to such Collateral, for the purpose of the Bank's examining, verifying or reconciling the Collateral and the satisfaction Member's reports to the flank thereon. (E) If the Member becomes aware or has reason to believe that the Lendable Collateral Value of the Member's Qualifying Collateral has fallen below the Collateral Maintenance Level, or that a contingency exists which with the lapse of time could result in the Member failing to meet the Collateral Maintenance Level, the Member shall immediately notify the Bank. (F) All Collateral and any matters relating thereto, thereto shall be subject to audit and verification by or on behalf of the Bank. Such audits and verifications may occur without notice during the Member’s 's normal business hours or upon reasonable notice at such other times as the Bank may reasonably request. The Member shall provide access to, and shall make adequate working facilities available to, the representatives or agents of the Bank for purposes of such audits and verificationaudits. Reasonable fees and charges may be assessed to the Member by the Bank to cover overhead and other costs relating to such audit and verification. (d) If so requested by the Bank, the Member shall promptly report to the Bank any event which reduces the principal balance of any mortgage or securities or other item of Collateral by five percent (5%) or more, whether by prepayment, foreclosure sale, insurance, guaranty payment, or otherwise. (e) The Member shall give the Bank access at all reasonable times to Collateral in the Member’s possession and to the Member’s books and records of account relating to such Collateral, for the purpose of the Bank’s examining, verifying, or reconciling the Collateral and the Member’s reports to the Bank thereon. (f) If the Member becomes aware or has reason to believe that the Lendable Collateral Value of the Member’s Qualifying Collateral has fallen below the Collateral Maintenance Level, or that a contingency exists which with the lapse of time could result in the Member failing to meet the Collateral Maintenance Level, the Member shall immediately notify the Bank. (gG) Notwithstanding anything to the contrary, the Member shall be solely responsible for the accuracy and adequacy of all information and data in each audit or status report (or other writing specifying and describing any Collateral) submitted to the Bank, regardless of the form in which submitted. To enable the Bank to regenerate any files or data previously furnished to the Bank with respect to any Collateral or any information contained in any audit or status report, the Member shall at all times maintain complete and accurate records and materials supporting and/or relating to any audit or status report and shall make the same available, on request, to the Bank. The parties hereto agree that the maintenance and retention of such supporting records and materials shall be the sole responsibility of the Member and that the Bank shall not be liable for any loss of such data. (h) The Bank shall have no duty to make any independent examination of or calculation with respect to the information submitted in an audit or status report (or in any written schedule that may be submitted by the Member) and, without limiting the generality of the foregoing, the Bank makes no representation or warranty as to the validity, accuracy, or completeness of any information contained in any written records of the Bank concerning, or of any response to, such audit or status report.

Reports, Collateral Audits; Access. (aA) The Member shall furnish to the Bank annually, and at such other times as the Bank may request, an audit report with respect to the Member’s Collateral, 's Collateral and Qualifying Collateral, and Collateral Maintenance Level prepared by the Member’s 's external auditor, in accordance with generally accepted auditing standards, auditor and in form and substance acceptable to the Bank, and such financial reports and other information relating to the Member's financial condition as the Bank may reasonably request. (bB) The Member shall furnish to the Bank at such times as the Bank may request, or as necessary to satisfy the requirements of the Bank, a status report with respect to the Member’s 's Collateral prepared by the Member in form and substance acceptable to the Bank, and as of a date within two weeks of the report due date. The status report shall be a written report covering such matters regarding the Collateral as the Bank may require, including listings of mortgages and unpaid principal balances thereof and certifications concerning the status of payments on mortgages and of taxes and insurance on property securing mortgages. (cC) All If so requested by the Bank, the Member shall promptly report to the Bank any event which reduces the principal balance of any mortgage or other item of Collateral by five percent (5%) or more, whether by prepayment, foreclosure sale, insurance or guaranty payment or otherwise. (D) The Member shall give the Bank access at all reasonable times to Collateral in the Member's possession and to the Member's books and records of account relating to such Collateral, for the purpose of the Bank's examining, verifying or reconciling the Collateral and the satisfaction Member's reports to the Bank thereon. (E) If the Member becomes aware or has reason to believe that the Lendable Collateral Value of the Member's Qualifying Collateral has fallen below the Collateral Maintenance Level, or that a contingency exists which with the lapse of time could result in the Member failing to meet the Collateral Maintenance Level, the Member shall immediately notify the Bank. (F) All Collateral and any matters relating thereto, thereto shall be subject to audit and verification by or on behalf of the Bank. Such audits and verifications may occur without notice during the Member’s 's normal business hours or upon reasonable notice at such other times as the Bank may reasonably request. The Member shall provide access to, and shall make adequate working facilities available to, the representatives or agents of the Bank for purposes of such audits and verificationaudits. Reasonable fees and charges may be assessed to the Member by the Bank to cover overhead and other costs relating related to such audit and verification. (d) If so requested by the Bank, the Member shall promptly report to the Bank any event which reduces the principal balance of any mortgage or securities or other item of Collateral by five percent (5%) or more, whether by prepayment, foreclosure sale, insurance, guaranty payment, or otherwise. (e) The Member shall give the Bank access at all reasonable times to Collateral in the Member’s possession and to the Member’s books and records of account relating to such Collateral, for the purpose of the Bank’s examining, verifying, or reconciling the Collateral and the Member’s reports to the Bank thereon. (f) If the Member becomes aware or has reason to believe that the Lendable Collateral Value of the Member’s Qualifying Collateral has fallen below the Collateral Maintenance Level, or that a contingency exists which with the lapse of time could result in the Member failing to meet the Collateral Maintenance Level, the Member shall immediately notify the Bank. (gG) Notwithstanding anything to the contrary, the Member shall be solely responsible for the accuracy and adequacy of all information and data in each audit or status report (or other writing specifying and describing any Collateral) submitted to the Bank, regardless of the form in which submitted. To enable the Bank to regenerate any files or data previously furnished to the Bank with respect to any Collateral or any information contained in any audit or status report, the Member shall at all times maintain complete and accurate records and materials supporting and/or relating to any audit or status report and shall make the same available, on request, to the Bank. The parties hereto agree that the maintenance and retention of such supporting records and materials shall be the sole responsibility of the Member and that the Bank shall not be liable for any loss of such data. (h) The Bank shall have no duty to make any independent examination of or calculation with respect to the information submitted in an audit or status report (or in any written schedule that may be submitted by the Member) and, without limiting the generality of the foregoing, the Bank makes no representation or warranty as to the validity, accuracy, or completeness of any information contained in any written records of the Bank concerning, or of any response to, such audit or status report.