Financial Statements. The Financial Reporting Party has heretofore furnished to [[Organization B:Organization]] a copy, certified by its president, chief financial officer or other officer acceptable to [[Organization B:Organization]], of its # Financial Statements for the Financial Reporting Party for the fiscal year ended the Annual Financial Statement Date, setting forth in each case in comparative form the figures for the previous year, with an unqualified opinion thereon of an Approved CPA and # Financial Statements for the Financial Reporting Party for such monthly period(s), of the Financial Reporting Party up until Monthly Financial Statement Date, setting forth in each case in comparative form the figures for the previous month and year-to-date. All such Financial Statements are complete and correct and fairly present, in all material respects, the consolidated and consolidating financial condition of the Financial Reporting Party and the consolidated and consolidating results of its operations as at such dates and for such monthly periods, all in accordance with GAAP. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party taken as a whole from that set forth in said Financial Statements nor is [[Organization C:Organization]] aware of any state of facts which (without notice or the lapse of time) would or could result in any such material adverse change or could have a Material Adverse Effect.

The consolidated annual financial statements, including comparatives, have been prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting” (“IAS 34”) using accounting policies consistent with International Financial reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the IFRS Interpretations Committee (“IFRIC”).

“Financial Condition Covenants” shall mean the financial covenants of the Financial Reporting Party as set forth in Section 4 of the Pricing Letter.

Contractor will assist in the transition to a new chief financial officer (“New CFO”) with regard to all matters and processes that existed on the date of entering into this Consulting Agreement, including but not limited to the following areas: financial reporting, including SEC reporting, Corporate financial reporting including the consolidation process and monthly subsidiary reporting, internal controls over financial reporting, internal audit, income taxes, insurance, banking and treasury, acquisitions including purchase accounting, human resources, third party relationships including banking and audit functions, investor relations and other areas typically involving the Chief Financial Officer function. Notwithstanding the above, it is the intention of the parties for the services to be provided under this Consulting Agreement to enable a smooth transition and integration to a New CFO including direct assistance to the New CFO as reasonably requested by the Company or the New CFO.

Financial and other reporting in connection with actuarial services.

Maintenance of Ratio of Indebtedness to Adjusted Tangible Net Worth. The Financial Reporting Party shall maintain the ratio of Indebtedness minus Ginnie Mae Repurchase Liabilities plus Indebtedness Guaranteed by Financial Reporting Party to Adjusted Tangible Net Worth no greater than 15:1.

"Subject Party" shall mean the party or parties to which a particular financial covenant or financial reporting requirement applies.

“Incentive-Based Compensation” means compensation that is granted, earned or vested based wholly or in part on the attainment of any Financial Reporting Measure. Examples of “Incentive-Based Compensation” include, but are not limited to: non-equity incentive plan awards that are earned based wholly or in part on satisfying a Financial Reporting Measure performance goal; bonuses paid from a “bonus pool,” the size of which is determined based wholly or in part on satisfying a Financial Reporting Measure performance goal; other cash awards based on satisfaction of a Financial Reporting Measure performance goal; restricted stock, restricted stock units, performance share units, stock options, and SARs that are granted or become vested based wholly or in part on satisfying a Financial Reporting Measure goal; and proceeds received upon the sale of shares acquired through an incentive plan that were granted or vested based wholly or in part on satisfying a Financial Reporting Measure goal. “Incentive-Based Compensation” excludes, for example, time-based awards such as stock options or restricted stock units that are granted or vest solely upon completion of a service period; awards based on non-financial strategic or operating metrics such as the consummation of a merger or achievement of non-financial business goals; service-based retention bonuses; discretionary compensation; and salary.

“Financial Reporting Party” shall have the meaning specified in the Pricing Letter.

Financial and other reporting in connection with underwriting and new business processing.