EVENT NOT LATER THAN THE ANNUAL
REPORTING DATE, STATEMENTS OF INCOME, CHANGES IN STOCKHOLDERS' EQUITY AND CASH
FLOWS OF SELLER, AND, IF APPLICABLE, SELLER'S SUBSIDIARIES, ON A CONSOLIDATED
BASIS FOR THE PRECEDING FISCAL YEAR, THE RELATED BALANCE SHEET AS AT THE END OF
SUCH YEAR (SETTING FORTH IN COMPARATIVE FORM THE CORRESPONDING FIGURES FOR THE
PRECEDING FISCAL YEAR), ALL IN REASONABLE DETAIL, PREPARED IN ACCORDANCE WITH
GAAP APPLIED ON A CONSISTENT BASIS THROUGHOUT THE PERIODS INVOLVED, AND
ACCOMPANIED BY AN OPINION IN FORM AND SUBSTANCE SATISFACTORY TO MBF AND PREPARED
BY AN ACCOUNTING FIRM REASONABLY SATISFACTORY TO MBF, OR OTHER INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS OF RECOGNIZED STANDING SELECTED BY SELLER AND
ACCEPTABLE TO MBF, AS TO SAID FINANCIAL STATEMENTS AND A CERTIFICATE SIGNED BY
THE PRESIDENT AND CHIEF FINANCIAL OFFICER OF SELLER STATING THAT SAID FINANCIAL
STATEMENTS FAIRLY PRESENT THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
SELLER AND, IF APPLICABLE, SELLER'S SUBSIDIARIES AS AT THE END OF, AND FOR, SUCH
YEAR;
(C)
TOGETHER WITH EACH DELIVERY OF FINANCIAL STATEMENTS REQUIRED IN
THIS SECTION, A COMPLIANCE CERTIFICATE;
(D)
PHOTOCOPIES OF ALL REGULAR OR PERIODIC FINANCIAL AND OTHER
REPORTS, IF ANY, WHICH SELLER SHALL FILE WITH THE SEC OR ANY GOVERNMENTAL AGENCY
AND PHOTOCOPIES OF ANY AUDITS COMPLETED BY ANY AGENCY;
(E)
NOT LESS FREQUENTLY THAT ONCE EVERY TWO (2) WEEKS (AND MORE OFTEN
IF REQUESTED BY MBF), A REPORT IN FORM AND SUBSTANCE SATISFACTORY TO MBF
SUMMARIZING THE HEDGING ARRANGEMENTS THEN IN EFFECT WITH RESPECT TO ALL MORTGAGE
LOANS THEN OWNED BY MBF AND SERVICED BY SELLER (OR A SUCCESSOR SERVICER); AND
(F)
FROM TIME TO TIME, WITH REASONABLE PROMPTNESS, SUCH FURTHER
INFORMATION REGARDING THE BUSINESS, OPERATIONS, PROPERTIES OR FINANCIAL
CONDITION OF SELLER AS MBF MAY REASONABLY REQUEST.
13.8
LIMITS ON CORPORATE DISTRIBUTIONS.
SELLER SHALL NOT PAY, MAKE OR
DECLARE OR INCUR ANY LIABILITY TO PAY, MAKE OR DECLARE ANY DIVIDEND (EXCLUDING
STOCK DIVIDENDS) OR OTHER DISTRIBUTION, DIRECT OR INDIRECT, ON OR ON ACCOUNT OF
ANY SHARES OF ITS STOCK OR ANY REDEMPTION OR OTHER ACQUISITION, DIRECT OR
INDIRECT, OF ANY SHARES OF ITS STOCK OR OF ANY WARRANTS, RIGHTS OR OTHER OPTIONS
TO PURCHASE ANY SHARES OF ITS STOCK, NOR PURCHASE, ACQUIRE, REDEEM OR RETIRE ANY
STOCK OR OWNERSHIP INTEREST IN ITSELF WHETHER NOW OR HEREAFTER OUTSTANDING,
EXCEPT THAT, SO LONG AS NO DEFAULT OR EVENT OF DEFAULT EXISTS AT SUCH TIME OR
WILL OCCUR AS A RESULT OF SUCH PAYMENT, SELLER MAY PAY PERMITTED DIVIDENDS AS
DESCRIBED IN ANNEX 1.
13.9
USE OF WASHINGTON MUTUAL'S NAME.
SELLER SHALL CONFINE ITS USE OF
WASHINGTON MUTUAL'S LOGO AND THE "WASHINGTON MUTUAL" NAME TO THOSE USES
SPECIFICALLY AUTHORIZED BY WASHINGTON MUTUAL IN WRITING.
IN NO INSTANCE MAY
SELLER DISCLOSE TO ANY PROSPECTIVE MORTGAGOR, OR THE AGENTS OF THE MORTGAGOR,
THAT SUCH MORTGAGOR'S MORTGAGE LOAN WILL BE OFFERED FOR SALE TO WASHINGTON
MUTUAL.
SELLER MAY NOT USE WASHINGTON MUTUAL'S NAME OR
33
LOGO TO OBTAIN ANY MORTGAGE-RELATED SERVICES EXCEPT TO IDENTIFY, IN GENERAL
MARKETING AND INFORMATION MATERIALS, THAT SELLER HAS A