Common use of Accounting and Investor Reporting Clause in Contracts

Accounting and Investor Reporting. Subject to Applicable Requirements, the Subservicer shall: (a) Remit to each Investor, on a date and in a manner required under the applicable Agency Guidelines, all principal, interest, Agency guaranty fees (and any other amounts) due to such Investor. The Owner/Servicer shall reimburse the Subservicer for advancing any Agency guaranty fees as part of P&I Advances in accordance with Section 4.1 hereof; (b) Provide the Owner/Servicer with the servicing reports set forth in Exhibit E in a format reasonably requested by the Owner/Servicer and in the frequency set forth in Exhibit E. The Subservicer and the Owner/Servicer agree that Exhibit E will be finalized and attached hereto within ten (10) Business Days of the date hereof (or such other date as mutually agreed upon) without any further action by the parties. The Subservicer shall also provide to the Owner/Servicer monthly reports (and the related calculations) of the Delinquency Ratio, the Servicing Advance Ratio and Quarterly Refinancing Percentage, in each case, in a format reasonably requested by the Owner/Servicer. All monthly reports shall be provided by the Subservicer to the Owner/Servicer on or prior to Reporting Date. Subservicer also shall provide Owner/Servicer with a customized daily data file as set forth in Exhibit E in a format reasonably requested by Owner/Servicer. In addition, the Subservicer shall cooperate in good faith with the Owner/Servicer to provide any additional reports as may be reasonably requested from time to time and the reasonable, actual and documented out-of-pocket or internally allocated, as applicable, expenses incurred by the Subservicer shall be reimbursed by the Owner/Servicer only to the extent the applicable information for such reports is not readily available without the Subservicer incurring material costs and expenses and as otherwise agreed from time to time. Reports required pursuant to this Section 2.7(b) may be changed from time to time as mutually agreed to by the parties. The Subservicer shall acknowledge the Owner/Servicer’s written request for such reports within 24 hours of receipt. Within two (2) Business Days from such acknowledgment, the Subservicer shall provide the Owner/Servicer with a loan-level download (in a format reasonably requested by the Owner/Servicer) of servicing system collection comments and such other servicing system data as the Owner/Servicer may reasonably request, except that if such reports reasonably require more than two (2) Business days to prepare and provide, the Subservicer will provide the Owner/Servicer an action plan detailing the delivery of such reports; (c) On each Business Day, no later than two (2) Business Days of receipt thereof, remit to the Owner/Servicer all Owner/Servicer Economics (to the extent greater than zero) with respect to the Mortgage Loans pursuant to Section 4.1; provided, however, the Subservicer shall immediately notify the Owner/Servicer of any disputed amounts as forth in Section 4.3 and any disputed amounts shall not be included in the calculation until resolved in a mutually acceptable fashion pursuant to Section 4.3. The Subservicer shall provide the Owner/Servicer with sufficient information in an electronic format to confirm and reconcile the calculation of (i) the Owner/Servicer Economics each day and (ii) the Owner/Servicer Economics and Subservicer Economics each month, including the appropriate breakdown and support of the various components of the daily Owner/Servicer Economics and monthly Owner/Servicer Economics and Subservicer Economics (on a loan-by-loan basis) and reflecting all applicable fees payable to Owner/Servicer and to Subservicer; (d) Promptly deliver to the Owner/Servicer any notice received by the Subservicer from an Investor that instructs the Subservicer to transfer servicing of any Mortgage Loan. In the event of a conflict between the Investor instructions and instructions by the Owner/Servicer, the Owner/Servicer and the Subservicer agree to work with such Investor and each other in good faith to resolve the conflict. In no event shall the Subservicer be required to comply with any instruction by the Owner/Servicer that might reasonably jeopardize the Subservicer’s status, standing, or approval with an Agency, or that would violate any Applicable Requirements; (e) Except as otherwise required by Applicable Requirements, all Float Benefit shall be payable to the Owner/Servicer, which amounts shall be included in the calculation of the Owner/Servicer Economics in accordance with Section 4.1. The Owner/Servicer shall be responsible for all fees and charges associated with maintaining any Custodial Account or Escrow Account; (f) Where Investors require interest paid through the end of the month although interest due from the Mortgagor is to the actual date of the prepayment in part or in full, Subservicer will pay the amount necessary to cover any uncollected interest due Investor, which amount will be reimbursable as a P&I Advance; (g) Not accept any prepayment of any Mortgage Loan except as specified, required, or authorized by Applicable Requirements and by the terms of the Mortgage, nor waive, modify, release, or consent to postponement on the part of the Mortgagor of any term or provision of the applicable Mortgage Loan documents, except as permitted under Applicable Requirements; (h) Upon payment of a Mortgage Loan in full, and subject to Section 3.2 hereof, have prepared and file any necessary release or satisfaction documents, and continue Subservicing of the Mortgage Loan pending final settlement, and refund amounts due the Mortgagor in accordance with Applicable Requirements; (i) Make interest rate adjustments in compliance with Applicable Requirements and the Mortgage Loan documents to reflect the movements of the applicable Mortgage Loan rate index. The Subservicer shall deliver all appropriate notices required by Applicable Requirements and the Mortgage Loan regarding such interest rate adjustments including but not by way of limitation, timely notification to Investor, of the applicable date and information regarding such interest rate adjustment, the methods of implementation of such interest rate adjustments, new schedules of Investor’s share of collections of principal and interest, and of all prepayments of any Mortgage Loan hereunder by Mortgagor; (j) Perform such other customary duties, furnish copies of standard reports and execute such other documents in connection with its duties hereunder as the Owner/Servicer and Investor from time to time reasonably may require. Upon request, the Subservicer shall provide the Owner/Servicer with some or all of the reports provided to the Investor. The Subservicer shall cooperate in good faith with reasonable requests by the Owner/Servicer or Investors to adapt or update reports to reflect their reporting needs or preferences and shall make any changes required to conform with then current Applicable Requirements; (k) The Subservicer shall cause a certified public accountant selected and employed by it to provide the Owner/Servicer not later than ninety (90) days after the close of Subservicer’s fiscal year, with a certified statement of the Subservicer’s financial condition as of the close of its fiscal year and an attestation relating to compliance with the relevant servicing criteria under Item 1123 of Regulation AB promulgated by the Securities and Exchange Commission (or compliance with the Uniform Single Attestation Program for Mortgage Bankers) by an independent public accounting firm which is a member of the American Institute of Certified Public Accountants at such time that such statements, certifications and other reports are delivered to the Agencies or other Investors; (l) As promptly as possible and in no event later than two (2) Business Days following receipt thereof, the Subservicer shall notify the Owner/Servicer of (i) any notice by an Agency regarding the termination or potential termination of the Subservicer as an eligible servicer for any Agency, (ii) any notices of material noncompliance received from any Agency that is not resolved within the cure period provided by the Agency, if applicable, and (iii) any downgrade or anticipated downgrade of the Subservicer’s servicer ratings with any rating agency. In the event any items of material noncompliance with Applicable Requirements are discovered, or are specifically noted in connection with any audit or examination of the Subservicer’s servicing of any of the Mortgage Loans, the Subservicer shall promptly address and resolve such items and report the status, findings and resolution of such items in a timely manner to the Owner/Servicer and as otherwise required by the applicable Agencies; (m) The Subservicer shall promptly notify the Owner/Servicer if it becomes aware of any repurchase claim by the applicable Agency with respect to any Mortgage Loan and shall cooperate with any reasonable requests of the Owner/Servicer for information with respect to such Mortgage Loan and in connection with coordinating the repurchase claim (including, but not limited to, providing copies of related collection system comments) and delivery of the applicable Mortgage Loan file and related documents to the Owner/Servicer or its designee with respect to such repurchase transaction. In accordance with applicable Agency Guidelines and the MSRPA, once the rebuttal process has been completed and the related Agency or other Investor still requires repurchase of the related Mortgage Loan, the Subservicer, in accordance with the MSRPA, shall cause the applicable repurchase price amount to be deposited in the related Custodial Account in order to be drafted by or remitted to the applicable Agency or other Investor in accordance with the applicable Agency Guidelines; and (n) The Subservicer shall as promptly as possible and in no event later than two (2) Business Days following receipt thereof, forward to the Owner/Servicer any and all communications received from Investors regarding the Mortgage Loans or affecting the servicing of the Mortgage Loans. In addition, the Subservicer shall notify the Owner/Servicer of any litigation, including mortgagor litigation, contested foreclosure actions, mortgagor bankruptcy proceedings, arising with respect to any of the Mortgage Loans, which are required to be reflected in the normal monthly reporting provided by the Subservicer under this Agreement, provide ongoing monthly reports regarding the status of such litigation and associated costs and expenses and promptly provide copies of all notices, correspondence, subpoenas and other items regarding any litigation or potential litigation relating to any of the Mortgage Loans. The Subservicer shall cooperate in good faith with any requests or instructions regarding such litigation from the Owner/Servicer.

Accounting and Investor Reporting. Subject to Applicable Requirements, the Subservicer shall: (a) Remit to each the Investor, on a date and in a manner required under the applicable Agency Guidelinesspecified by Investor, all principal, interest, Agency principal and interest due to Investor. Subservicer will remit any guaranty fees (and any other amounts) due to such Investorthe guarantor in accordance with Applicable Requirements. The Subservicer will remit monthly to Owner/Servicer shall reimburse on the fifth (5th) business day after the end of the month, the remaining portion of the gross service fee collected, net of the compensation due Subservicer for advancing any Agency guaranty fees as part of P&I Advances set forth in accordance with Section 4.1 hereof;. (b) Provide Where Investors require the reporting of balances and cash remittances to be reported and remitted at one time and consolidated on the appropriate reports, service one hundred (100%) percent of Mortgages which are servicing retained by Owner/Servicer with the servicing for those Investors which follow such reporting requirements. Subservicer also will submit all reports set forth in Exhibit E in a format reasonably requested by the to Investor under Owner/Servicer’s assigned “seller/servicer” number or such other number that Owner/Servicer and Investor may designate in the frequency set forth in Exhibit E. The Subservicer and the Owner/Servicer agree that Exhibit E will be finalized and attached hereto within ten (10) Business Days of the date hereof (or such other date as mutually agreed upon) without any further action by the parties. The Subservicer shall also provide writing to the Owner/Servicer monthly reports (and the related calculations) of the Delinquency Ratio, the Servicing Advance Ratio and Quarterly Refinancing Percentage, in each case, in a format reasonably requested by the Owner/Servicer. All monthly reports shall be provided by the Subservicer to the Owner/Servicer on or prior to Reporting Date. Subservicer also shall provide Owner/Servicer with a customized daily data file as set forth in Exhibit E in a format reasonably requested by Owner/Servicer. In addition, the Subservicer shall cooperate in good faith with the Owner/Servicer to provide any additional reports as may be reasonably requested from time to time and the reasonable, actual and documented out-of-pocket or internally allocated, as applicable, expenses incurred by the Subservicer shall be reimbursed by the Owner/Servicer only to the extent the applicable information for such reports is not readily available without the Subservicer incurring material costs and expenses and as otherwise agreed from time to time. Reports required pursuant to this Section 2.7(b) may be changed from time to time as mutually agreed to by the parties. The Subservicer shall acknowledge the Owner/Servicer’s written request for such reports within 24 hours of receipt. Within two (2) Business Days from such acknowledgment, the Subservicer shall provide the Owner/Servicer with a loan-level download (in a format reasonably requested by the Owner/Servicer) of servicing system collection comments and such other servicing system data as the Owner/Servicer may reasonably request, except that if such reports reasonably require more than two (2) Business days to prepare and provide, the Subservicer will provide the Owner/Servicer an action plan detailing the delivery of such reports;Subservicer. (c) On each Business Day, no later than two (2) Business Days In the event Investor sells any part of receipt thereof, remit its interest in any Mortgages to the Owner/Servicer all Owner/Servicer Economics (to the extent greater than zero) with respect to the Mortgage Loans pursuant to Section 4.1; provided, however, the Subservicer shall immediately notify the Owner/Servicer of any disputed amounts as forth in Section 4.3 and any disputed amounts shall not be included in the calculation until resolved in a mutually acceptable fashion pursuant to Section 4.3. The Subservicer shall provide the Owner/Servicer with sufficient information in an electronic format to confirm and reconcile the calculation of (i) the Owner/Servicer Economics each day and (ii) the Owner/Servicer Economics and Subservicer Economics each monththird party or parties, including the appropriate breakdown sale of participating interests therein, and support such third parties succeed to all of the various components rights of Investor hereunder for the loan interest purchased and this Agreement remains in full force and effect, remit all principal and interest installments collected under that Mortgage directly to such third party or parties in accordance with the terms of the daily Owner/Servicer Economics and monthly Owner/Servicer Economics and Subservicer Economics (on a loan-by-loan basis) and reflecting all applicable fees payable to Owner/Servicer and to Subservicer; (d) Promptly deliver to servicing agreement, after deduction of the Owner/Servicer any notice received by the Subservicer from an Investor that instructs the Subservicer to transfer servicing of any Mortgage Loan. In the event of a conflict between the Investor instructions and instructions by the Owner/Servicer, the Owner/Servicer and the Subservicer agree to work with such Investor and each other in good faith to resolve the conflict. In no event shall the Subservicer be required to comply with any instruction by the Owner/Servicer that might reasonably jeopardize the Subservicer’s status, standing, or approval with an Agency, or that would violate any Applicable Requirements; (e) Except as otherwise required by Applicable Requirements, all Float Benefit shall be fee which is payable to the Owner/Servicer, which amounts . The obligation to make direct remittances to such third party or parties shall arise upon thirty (30) days written notice of such assignments given by such Investor to Subservicer. Subservicer shall be included in entitled to and shall be paid an additional One Dollar ($1.00) per loan per month, for each such third party remittance. (d) In the calculation of event the Investor instructs Owner/Servicer Economics in accordance with Section 4.1. The to service release any loan(s), and Owner/Servicer shall deliver such notice to Subservicer, immediately acknowledge, in writing to Owner/Servicer, the Investor’s request and proceed in accordance with the Investor’s instructions. In the event Owner/Servicer determines and instructs Subservicer to not proceed with the Investor’s instructions, Owner/Servicer agrees to hold Subservicer harmless for any action taken or claim brought against Subservicer by Investor, and from any loss or damage, including reasonable attorneys’ fees, resulting therefrom. To the extent any loan(s) is thereafter service released in accordance with the Investor’s instructions, Subservicer shall be responsible for all fees and charges entitled to the payment by Owner/Servicer of the Exit Fee as provided in Section 5.1 hereof. (e) Maintain any related custodial demand deposit accounts associated with maintaining any Custodial Account or Escrow Account;the receipt, disbursement and accumulation of principal, interest, taxes, hazard insurance, mortgage insurance, etc. as “trustee” for Owner/Servicer and/or Investors and/or Mortgagors with the exception of GNMA servicing. Pursuant to GNMA’s regulations, Subservicer is not permitted to withdraw/disburse funds from the “P&I” custodial account. (f) Where Investors require interest paid through the end of the month although interest due from the Mortgagor is to the actual date of the prepayment in part or in fullpay-off, Subservicer will pay the amount necessary advance its own funds to cover any uncollected interest due the Investor, which amount will be reimbursable as a P&I Advance;and Subservicer shall offset any such advances against the gross service fees next due and payable to Owner/Servicer. (g) Not accept any prepayment of any Mortgage Loan except as specified, required, specified or authorized by Applicable Requirements and by the terms of the Mortgage, nor waive, modify, release, release or consent to postponement on the part of the Mortgagor of any term or provision of the applicable Mortgage Loan documents, except as permitted under Applicable Requirements;documents without the written consent of Investor. (h) Upon payment of a Mortgage Loan in full, and subject to Section 3.2 hereof, have prepared and file any necessary release or satisfaction documents, and shall continue Subservicing subservicing of the Mortgage Loan loan pending final settlement, and refund amounts due the any Mortgagor in accordance with Applicable Requirements;deposits. (i) Make interest rate adjustments in compliance with Applicable Requirements applicable regulatory adjustable loan requirements and the Mortgage Loan documents to mortgage documents, which reflect the applicable movements of the applicable Mortgage Loan loan rate index. The Subservicer shall execute and deliver all appropriate notices required by Applicable Requirements applicable adjustable loan regulations and the Mortgage Loan loan contract regarding such interest rate adjustments including but not by way of limitation, timely notification to Investor or to Investor’s successors or assigns, of the applicable date and information regarding such interest rate adjustment, the methods of implementation of such interest rate adjustments, new schedules of Investor’s pro rata share of collections of principal and interest, and of all prepayments of any Mortgage Loan loan hereunder by Mortgagor;. (j) Perform such other customary duties, furnish copies of standard reports and execute such other documents in connection with its duties hereunder as the Owner/Servicer and Investor from time to time reasonably may require. Upon request, the Subservicer shall All reports deemed standard under this Section 2.5 are contained in Exhibit IV hereof. (k) Annually provide the Owner/Servicer with some a Uniform Single Audit Program letter from its independent auditors. (l) In the event Owner/Servicer requests Subservicer to provide special reports or all of the reports provided data files or render other related services to the Investor. The Subservicer shall cooperate in good faith with reasonable requests by the either Owner/Servicer or Investors to adapt or update reports to reflect their reporting needs or preferences and shall make any changes required to conform with then current Applicable Requirements; (k) The third party, Subservicer shall cause a certified public accountant selected and employed by it use commercially reasonable efforts to provide the said reports, data files, or related services. Subservicer shall thereupon xxxx Owner/Servicer not later than ninety (90) days after for the close cost of Subservicer’s fiscal yearsuch reports, data files or related services in accordance with a certified statement of the Subservicer’s financial condition as of the close of its fiscal year and an attestation relating separate fee to compliance with the relevant servicing criteria under Item 1123 of Regulation AB promulgated be determined in advance by the Securities and Exchange Commission (or compliance with the Uniform Single Attestation Program for Mortgage Bankers) by an independent public accounting firm which is a member of the American Institute of Certified Public Accountants at such time that such statements, certifications and other reports are delivered to the Agencies or other Investors; (l) As promptly as possible and in no event later than two (2) Business Days following receipt thereof, the Subservicer shall notify the Owner/Servicer of (i) any notice by an Agency regarding the termination or potential termination of the Subservicer as an eligible servicer for any Agency, (ii) any notices of material noncompliance received from any Agency that is not resolved within the cure period provided by the Agency, if applicable, and (iii) any downgrade or anticipated downgrade of the Subservicer’s servicer ratings with any rating agency. In the event any items of material noncompliance with Applicable Requirements are discovered, or are specifically noted in connection with any audit or examination of the Subservicer’s servicing of any of the Mortgage Loans, the Subservicer shall promptly address and resolve such items and report the status, findings and resolution of such items in a timely manner to the Owner/Servicer and as otherwise required by the applicable Agencies; (m) The Subservicer shall promptly notify the Owner/Servicer if it becomes aware of any repurchase claim by the applicable Agency with respect to any Mortgage Loan and shall cooperate with any reasonable requests of the Owner/Servicer for information with respect to such Mortgage Loan and in connection with coordinating the repurchase claim (including, but not limited to, providing copies of related collection system comments) and delivery of the applicable Mortgage Loan file and related documents to the Owner/Servicer or its designee with respect to such repurchase transaction. In accordance with applicable Agency Guidelines and the MSRPA, once the rebuttal process has been completed and the related Agency or other Investor still requires repurchase of the related Mortgage Loan, the Subservicer, in accordance with the MSRPA, and same shall cause the applicable repurchase price amount to be deposited in the related Custodial Account in order to be drafted deducted by or remitted to the applicable Agency or other Investor in accordance with the applicable Agency Guidelines; and (n) The Subservicer shall as promptly as possible and in no event later than two (2) Business Days following receipt thereof, forward to the Owner/Servicer any and all communications received from Investors regarding the Mortgage Loans or affecting the servicing of the Mortgage Loans. In addition, the Subservicer shall notify the Owner/Servicer of any litigation, including mortgagor litigation, contested foreclosure actions, mortgagor bankruptcy proceedings, arising with respect to any of the Mortgage Loans, which are required to be reflected in the normal monthly reporting provided by the Subservicer under this Agreement, provide ongoing monthly reports regarding the status of such litigation and associated costs and expenses and promptly provide copies of all notices, correspondence, subpoenas and other items regarding any litigation or potential litigation relating to any of the Mortgage Loans. The Subservicer shall cooperate in good faith with any requests or instructions regarding such litigation from the Owner/Servicergross service fee.

Accounting and Investor Reporting. Subject always to Applicable Requirements, the Subservicer shall: (a) Remit to each the Investor, on a date and in a manner required under the applicable Agency Guidelinesspecified by Investor, all principal, interest, Agency principal and interest due to Investor. Subservicer will remit any guaranty fees (and any other amounts) due in accordance with Applicable Requirements. Subservicer will remit monthly to such Investor. The Owner/Servicer shall reimburse on the fifth (5th) business day after the end of the month, the remaining portion of the gross service fee collected, net of the amounts due Subservicer for advancing any Agency guaranty fees as part of P&I Advances set forth in accordance with Section 4.1 hereof; (b) Provide the Submit all reports to Investor under Owner/Servicer with the servicing reports set forth in Exhibit E in a format reasonably requested by the Servicer’s assigned “seller/servicer” number or such other number that Owner/Servicer and Investor may designate in the frequency set forth in Exhibit E. The writing to Subservicer. Subservicer and the will not make consolidated reports of balances together with simultaneous cash remittances unless Subservicer services one hundred (100%) percent of Mortgages for which Owner/Servicer agree holds the servicing rights. (c) Make direct remittances to such third parties to whom Investor has sold or assigned all or part of its interest in a Mortgage, including the sale of participating interests therein, provided that Exhibit E will be finalized the Agreement remains in full force and attached hereto within ten effect with respect to such Mortgage and for which Subservicer receives a minimum of thirty (1030) Business Days days written notice of such sale or assignment. If following the date hereof (sale or such other date as mutually agreed upon) without any further action by the parties. The transfer, Subservicer must make more than one remittance per month with respect to a Mortgage, Subservicer shall also provide be entitled to the Owner/Servicer monthly reports (and the related calculations) of the Delinquency Ratio, the Servicing Advance Ratio and Quarterly Refinancing Percentage, in each case, in a format reasonably requested by the Owner/Servicer. All monthly reports shall be provided by paid additional compensation of One Dollar ($1.00) per loan per month for each such additional remittance; In the Subservicer to event the Owner/Servicer on or prior to Reporting Date. Subservicer also shall provide Owner/Servicer with a customized daily data file as set forth in Exhibit E in a format reasonably requested by Owner/Servicer. In addition, the Subservicer shall cooperate in good faith with the Investor instructs Owner/Servicer to provide service release any additional reports as may be reasonably requested from time to time loan(s), and the reasonable, actual and documented out-of-pocket or internally allocated, as applicable, expenses incurred by the Subservicer shall be reimbursed by the Owner/Servicer only to the extent the applicable information for shall deliver such reports is not readily available without the Subservicer incurring material costs and expenses and as otherwise agreed from time to time. Reports required pursuant to this Section 2.7(b) may be changed from time to time as mutually agreed to by the parties. The Subservicer shall acknowledge the Owner/Servicer’s written request for such reports within 24 hours of receipt. Within two (2) Business Days from such acknowledgment, the Subservicer shall provide the Owner/Servicer with a loan-level download (in a format reasonably requested by the Owner/Servicer) of servicing system collection comments and such other servicing system data as the Owner/Servicer may reasonably request, except that if such reports reasonably require more than two (2) Business days to prepare and provide, the Subservicer will provide the Owner/Servicer an action plan detailing the delivery of such reports; (c) On each Business Day, no later than two (2) Business Days of receipt thereof, remit to the Owner/Servicer all Owner/Servicer Economics (to the extent greater than zero) with respect to the Mortgage Loans pursuant to Section 4.1; provided, however, the Subservicer shall immediately notify the Owner/Servicer of any disputed amounts as forth in Section 4.3 and any disputed amounts shall not be included in the calculation until resolved in a mutually acceptable fashion pursuant to Section 4.3. The Subservicer shall provide the Owner/Servicer with sufficient information in an electronic format to confirm and reconcile the calculation of (i) the Owner/Servicer Economics each day and (ii) the Owner/Servicer Economics and Subservicer Economics each month, including the appropriate breakdown and support of the various components of the daily Owner/Servicer Economics and monthly Owner/Servicer Economics and Subservicer Economics (on a loan-by-loan basis) and reflecting all applicable fees payable to Owner/Servicer and notice to Subservicer; (d) Promptly deliver , immediately acknowledge, in writing to the Owner/Servicer any notice received by the Subservicer from an Investor that instructs the Subservicer to transfer servicing of any Mortgage Loan. In the event of a conflict between the Investor instructions and instructions by the Owner/Servicer, the Investor’s request and proceed in accordance with the Investor’s instructions. In the event Owner/Servicer determines and instructs Subservicer to not proceed with the Subservicer agree to work with such Investor and each other in good faith to resolve the conflict. In no event shall the Subservicer be required to comply with any instruction by the Investor’s instructions, Owner/Servicer that might reasonably jeopardize agrees to hold Subservicer harmless for any action taken or claim brought against Subservicer by Investor, and from any loss or damage, including reasonable attorneys’ fees, resulting therefrom. To the extent any loan(s) is thereafter service released in accordance with the Investor’s instructions, Subservicer shall be entitled to the payment by Owner/Servicer of the Exit Fee as provided in Section 5.1 hereof. (d) Maintain any related custodial demand deposit accounts associated with the receipt, disbursement and accumulation of principal, interest, taxes, hazard insurance, mortgage insurance, etc. as “trustee” for Owner/Servicer and/or Investors and/or Mortgagors with the exception of GNMA servicing. Pursuant to GNMA’s regulations, Subservicer is not permitted to withdraw/disburse funds from the “MI” custodial account. Any benefit or value derived from all funds held at Subservicer in all demand deposit accounts shall accrue to the benefit of Subservicer’s status, standing, or approval with an Agency, or that would violate any Applicable Requirements;. (e) Except as otherwise required by Applicable Requirements, all Float Benefit shall be payable to the Owner/Servicer, which amounts shall be included in the calculation of the Owner/Servicer Economics in accordance with Section 4.1. The Owner/Servicer shall be responsible for all fees and charges associated with maintaining any Custodial Account or Escrow Account; (f) Where Investors require interest paid through the end of the month although interest due from the Mortgagor is to the actual date of the prepayment in part or in fullpay-off, Subservicer will pay the amount necessary advance its own funds to cover any uncollected interest due the Investor. Owner/Servicer shall reimburse Subservicer for any such advances that remain unpaid after offset by Subservicer against gross service fees, which amount will be reimbursable as a P&I Advancein accordance with Section 9.1. Subservicer shall offset any such advances against the gross service fees next due and payable to Owner/Servicer; (gf) Not accept any prepayment of any Mortgage Loan except as specified, required, required or authorized by Applicable Requirements and by the terms of the Mortgage, nor waive, modify, release, release or consent to postponement on the part of the Mortgagor of any term or provision of the applicable Mortgage Loan documents, except as permitted under Applicable Requirementsdocuments without the written consent of Investor; (hg) Upon payment of a Mortgage Loan in full, and subject to Section 3.2 3.1(1) hereof, have prepared and file any necessary release or satisfaction documents, and shall continue Subservicing subservicing of the Mortgage Loan loan pending final settlement, and refund amounts due the any Mortgagor in accordance with Applicable Requirementsdeposits; (ih) Make interest rate adjustments in compliance with Applicable Requirements and the Mortgage Loan documents to reflect Mortgage, which reflects the applicable movements of the applicable Mortgage Loan loan rate index. The Subservicer shall execute and deliver all appropriate notices required by Applicable Requirements and the Mortgage Loan regarding such interest rate adjustments including but not by way of limitation, timely notification to Investor, of the applicable date and information regarding such interest rate adjustment, the methods of implementation of such interest rate adjustments, new schedules of Investor’s share of collections of principal and interest, and of all prepayments of any Mortgage Loan hereunder by Mortgagor; (ji) Perform such other customary duties, furnish copies of standard reports and execute such other documents in connection with its duties hereunder as the Owner/Servicer and Investor from time to time reasonably may require. Upon requestAll reports deemed standard under this Section 2.5 are contained in Exhibit V hereof; and (j) Use commercially reasonable efforts to provide special reports, the Subservicer shall provide the Owner/Servicer with some data files, or all of the reports provided related services to the Investor. The Subservicer shall cooperate in good faith with reasonable requests by the either Owner/Servicer or Investors to adapt or update reports to reflect their reporting needs or preferences and shall make any changes required to conform with then current Applicable Requirements; (k) The third party, at the request of Owner/Servicer. Subservicer shall cause a certified public accountant selected and employed by it to provide the thereupon bxxx Owner/Servicer not later than ninety (90) days after the close of Subservicer’s fiscal yearfor such reports, data files or related services in accordance with Exhibit III, as applicable, or in accordance with a certified statement of the Subservicer’s financial condition as of the close of its fiscal year and an attestation relating separate fee to compliance with the relevant servicing criteria under Item 1123 of Regulation AB promulgated be determined in advance by the Securities and Exchange Commission (or compliance with the Uniform Single Attestation Program for Mortgage Bankers) by an independent public accounting firm which is a member of the American Institute of Certified Public Accountants at such time that such statements, certifications and other reports are delivered to the Agencies or other Investors; (l) As promptly as possible and in no event later than two (2) Business Days following receipt thereof, the Subservicer shall notify the Owner/Servicer of (i) any notice by an Agency regarding the termination or potential termination of the Subservicer as an eligible servicer for any Agency, (ii) any notices of material noncompliance received from any Agency that is not resolved within the cure period provided by the Agency, if applicable, and (iii) any downgrade or anticipated downgrade of the Subservicer’s servicer ratings with any rating agency. In the event any items of material noncompliance with Applicable Requirements are discovered, or are specifically noted in connection with any audit or examination of the Subservicer’s servicing of any of the Mortgage Loans, the Subservicer shall promptly address and resolve such items and report the status, findings and resolution of such items in a timely manner to the Owner/Servicer and as otherwise required by the applicable Agencies; (m) The Subservicer shall promptly notify the Owner/Servicer if it becomes aware of any repurchase claim by the applicable Agency with respect to any Mortgage Loan and shall cooperate with any reasonable requests of the Owner/Servicer for information with respect to such Mortgage Loan and in connection with coordinating the repurchase claim (including, but not limited to, providing copies of related collection system comments) and delivery of the applicable Mortgage Loan file and related documents to the Owner/Servicer or its designee with respect to such repurchase transaction. In accordance with applicable Agency Guidelines and the MSRPA, once the rebuttal process has been completed and the related Agency or other Investor still requires repurchase of the related Mortgage Loan, the Subservicer, in accordance with the MSRPA, shall cause the applicable repurchase price amount to and same may be deposited in the related Custodial Account in order to be drafted deducted by or remitted to the applicable Agency or other Investor in accordance with the applicable Agency Guidelines; and (n) The Subservicer shall as promptly as possible and in no event later than two (2) Business Days following receipt thereof, forward to the Owner/Servicer any and all communications received from Investors regarding the Mortgage Loans or affecting the servicing of the Mortgage Loans. In addition, the Subservicer shall notify the Owner/Servicer of any litigation, including mortgagor litigation, contested foreclosure actions, mortgagor bankruptcy proceedings, arising with respect to any of the Mortgage Loans, which are required to be reflected in the normal monthly reporting provided by the Subservicer under this Agreement, provide ongoing monthly reports regarding the status of such litigation and associated costs and expenses and promptly provide copies of all notices, correspondence, subpoenas and other items regarding any litigation or potential litigation relating to any of the Mortgage Loans. The Subservicer shall cooperate in good faith with any requests or instructions regarding such litigation from the Owner/Servicergross service fee.

Accounting and Investor Reporting. Subject to Applicable Requirements, the Subservicer shall: (a) a. Remit to each Investor, on a date and in a manner required under the applicable Agency Guidelinesspecified by Investor, all principal, interest, Agency guaranty fees (and any other amounts) amounts due to such Investor. The Subservicer will remit any guaranty fees in accordance with Applicable Requirements. Owner/Servicer shall reimburse the Subservicer for advancing any Agency said guaranty fees as part of P&I Advances in accordance with Section 4.1 4.2 hereof; (b) Provide the Owner/Servicer with the servicing reports set forth in Exhibit E b. Make direct remittances to third parties to whom Investor has sold or assigned all or part of its interest in a format reasonably requested by Mortgage Loan, including the Owner/Servicer sale of participating interests therein, provided that this Agreement remains in full force and in effect with respect to such Mortgage Loan and for which Subservicer receives a minimum of thirty (30) days’ written notice of such sale or assignment. If following the frequency set forth in Exhibit E. The sale or transfer, Subservicer and the Owner/Servicer agree that Exhibit E will be finalized and attached hereto within ten (10) Business Days of the date hereof (or such other date as mutually agreed upon) without any further action by the parties. The Subservicer shall also provide must make more than one remittance per month with respect to the Owner/Servicer monthly reports (and the related calculations) of the Delinquency Ratioa Mortgage Loan, the Servicing Advance Ratio and Quarterly Refinancing Percentage, in each case, in a format reasonably requested by the Owner/Servicer. All monthly reports shall be provided by the Subservicer to the Owner/Servicer on or prior to Reporting Date. Subservicer also shall provide Owner/Servicer with a customized daily data file as set forth in Exhibit E in a format reasonably requested by Owner/Servicer. In addition, the Subservicer shall cooperate in good faith with the Owner/Servicer to provide any additional reports as may be reasonably requested from time to time and the reasonable, actual and documented out-of-pocket or internally allocated, as applicable, expenses incurred by the Subservicer shall be reimbursed by the Owner/Servicer only entitled to the extent the applicable information and shall be paid additional compensation of [***] ($[***]) per each affected Mortgage Loan per month for each such reports is not readily available without the Subservicer incurring material costs and expenses and as otherwise agreed from time to time. Reports required pursuant to this Section 2.7(b) may be changed from time to time as mutually agreed to by the parties. The Subservicer shall acknowledge the Owner/Servicer’s written request for such reports within 24 hours of receipt. Within two (2) Business Days from such acknowledgment, the Subservicer shall provide the Owner/Servicer with a loan-level download (in a format reasonably requested by the Owner/Servicer) of servicing system collection comments and such other servicing system data as the Owner/Servicer may reasonably request, except that if such reports reasonably require more than two (2) Business days to prepare and provide, the Subservicer will provide the Owner/Servicer an action plan detailing the delivery of such reportsadditional remittance; (c) On each Business Day, no later than two (2) Business Days of receipt thereof, remit to the Owner/Servicer all Owner/Servicer Economics (to the extent greater than zero) with respect to the Mortgage Loans pursuant to Section 4.1; provided, however, the Subservicer shall immediately notify the Owner/Servicer of any disputed amounts as forth in Section 4.3 and any disputed amounts shall not be included in the calculation until resolved in a mutually acceptable fashion pursuant to Section 4.3. The Subservicer shall provide the Owner/Servicer with sufficient information in an electronic format to confirm and reconcile the calculation of (i) the Owner/Servicer Economics each day and (ii) the Owner/Servicer Economics and Subservicer Economics each month, including the appropriate breakdown and support of the various components of the daily Owner/Servicer Economics and monthly Owner/Servicer Economics and Subservicer Economics (on a loan-by-loan basis) and reflecting all applicable fees payable to Owner/Servicer and to Subservicer; (d) c. Promptly deliver to the Owner/Servicer any notice received by the Subservicer from an Investor that instructs the Subservicer to transfer servicing of service-release any Mortgage Loan. In the event of a conflict between the Investor instructions and instructions Unless timely instructed otherwise by the Owner/Servicer, Subservicer shall proceed in accordance with Investor’s instructions. In the event Owner/Servicer and the instructs Subservicer agree to work not proceed with such Investor and each other in good faith to resolve the conflict. In no event shall the Subservicer be required to comply with any instruction by the Investor’s instructions, Owner/Servicer that might reasonably jeopardize agrees to hold Subservicer harmless for any action taken or claim brought against Subservicer by Investor, and from any losses or Damages, including reasonable attorneys’ fees, resulting therefrom. To the Subservicerextent any Mortgage Loan(s) is thereafter service-released in accordance with Investor’s statusinstructions, standing, or approval with an Agency, or that would violate any Applicable Requirements; (e) Except as otherwise required by Applicable Requirements, all Float Benefit Subservicer shall be payable entitled to the Owner/Servicer, which amounts shall be included in the calculation of the payment by Owner/Servicer Economics of the Exit Fee as provided in accordance with Section 4.1. The Owner/Servicer shall be responsible for all fees and charges associated with maintaining any Custodial Account or Escrow AccountExhibit II attached hereto; (f) d. Where Investors require interest paid through the end of the month although interest due from the Mortgagor is to the actual date of the prepayment in part or in fullpay-off, Subservicer will pay the amount necessary to cover any uncollected interest due Investor, which amount will be reimbursable Investor subject to funding and/or reimbursement by Owner/Servicer of such amounts as a P&I AdvanceAdvances. If funded by Subservicer Owner/Servicer shall reimburse Subservicer for any such P&I Advances in accordance with Section 4.2; (g) e. Not accept any prepayment of any Mortgage Loan except as specified, required, required or authorized by Applicable Requirements and by the terms of the Mortgage, nor waive, modify, release, release or consent to postponement on the part of the Mortgagor of any term or provision of the applicable Mortgage Loan documents, except as permitted under Applicable Requirementsdocuments without the written consent of Investor; (h) f. Upon payment of a Mortgage Loan in full, and subject to Section 3.2 hereof, have prepared and file any necessary release or satisfaction documents, and continue Subservicing subservicing of the Mortgage Loan pending final settlement, and refund amounts due the Mortgagor in accordance with Applicable Requirements; (i) g. Make interest rate adjustments in compliance with Applicable Requirements and the Mortgage Loan documents to reflect the applicable movements of the applicable Mortgage Loan rate index. The Subservicer shall deliver all appropriate notices required by Applicable Requirements and the Mortgage Loan documents regarding such interest rate adjustments including but not by way of limitation, timely notification to Investor, of the applicable date and information regarding such interest rate adjustment, the methods of implementation of such interest rate adjustments, new schedules of Investor’s share of collections of principal and interest, and of all prepayments of any Mortgage Loan hereunder by Mortgagor; (j) h. Perform such other customary duties, furnish copies of standard reports and execute such other documents in connection with its duties hereunder as the Owner/Servicer and Investor from time to time reasonably may require. Upon requestAll reports deemed standard under this Section 2.5 are contained in Exhibit IV hereof; and i. Use commercially reasonable efforts to provide special reports, data files, or related services to Owner/Servicer, Investor or any third party, at the request of Owner/Servicer. Subservicer shall provide the thereupon xxxx Owner/Servicer for such reports, data files or related services in accordance with some Exhibit III, as applicable, or all of the reports provided to the Investor. The Subservicer shall cooperate in good faith with reasonable requests by the Owner/Servicer or Investors to adapt or update reports to reflect their reporting needs or preferences and shall make any changes required to conform with then current Applicable Requirements; (k) The Subservicer shall cause a certified public accountant selected and employed by it to provide the Owner/Servicer not later than ninety (90) days after the close of Subservicer’s fiscal year, accordance with a certified statement of the Subservicer’s financial condition as of the close of its fiscal year and an attestation relating separate fee to compliance with the relevant servicing criteria under Item 1123 of Regulation AB promulgated be determined in advance by the Securities and Exchange Commission (or compliance with the Uniform Single Attestation Program for Mortgage Bankers) by an independent public accounting firm which is a member of the American Institute of Certified Public Accountants at such time that such statements, certifications and other reports are delivered to the Agencies or other Investors; (l) As promptly as possible and in no event later than two (2) Business Days following receipt thereof, the Subservicer shall notify the Owner/Servicer of (i) any notice by an Agency regarding the termination or potential termination of the Subservicer as an eligible servicer for any Agency, (ii) any notices of material noncompliance received from any Agency that is not resolved within the cure period provided by the Agency, if applicable, and (iii) any downgrade or anticipated downgrade of the Subservicer’s servicer ratings with any rating agency. In the event any items of material noncompliance with Applicable Requirements are discovered, or are specifically noted in connection with any audit or examination of the Subservicer’s servicing of any of the Mortgage Loans, the Subservicer shall promptly address and resolve such items and report the status, findings and resolution of such items in a timely manner to the Owner/Servicer and as otherwise required by the applicable Agencies; (m) The Subservicer shall promptly notify the Owner/Servicer if it becomes aware of any repurchase claim by the applicable Agency with respect to any Mortgage Loan and shall cooperate with any reasonable requests of the Owner/Servicer for information with respect to such Mortgage Loan and in connection with coordinating the repurchase claim (including, but not limited to, providing copies of related collection system comments) and delivery of the applicable Mortgage Loan file and related documents to the Owner/Servicer or its designee with respect to such repurchase transaction. In accordance with applicable Agency Guidelines and the MSRPA, once the rebuttal process has been completed and the related Agency or other Investor still requires repurchase of the related Mortgage Loan, the Subservicer, and same shall be paid in accordance with the MSRPA, shall cause the applicable repurchase price amount to be deposited in the related Custodial Account in order to be drafted by or remitted to the applicable Agency or other Investor in accordance with the applicable Agency Guidelines; and (n) The Subservicer shall as promptly as possible and in no event later than two (2) Business Days following receipt thereof, forward to the Owner/Servicer any and all communications received from Investors regarding the Mortgage Loans or affecting the servicing of the Mortgage Loans. In addition, the Subservicer shall notify the Owner/Servicer of any litigation, including mortgagor litigation, contested foreclosure actions, mortgagor bankruptcy proceedings, arising with respect to any of the Mortgage Loans, which are required to be reflected in the normal monthly reporting provided by the Subservicer under this Agreement, provide ongoing monthly reports regarding the status of such litigation and associated costs and expenses and promptly provide copies of all notices, correspondence, subpoenas and other items regarding any litigation or potential litigation relating to any of the Mortgage Loans. The Subservicer shall cooperate in good faith with any requests or instructions regarding such litigation from the Owner/ServicerSection 4.2.

Accounting and Investor Reporting. Subject to Applicable Requirements, the Subservicer shall: (a) a. Remit to each Investor, on a date and in a manner required under the applicable Agency Guidelinesspecified by Investor, all principal, interest, Agency guaranty fees (and any other amounts) amounts due to such Investor. The Owner/Servicer shall reimburse the Subservicer for advancing may remit any Agency guaranty fees as part of P&I Advances in accordance with a Servicing Advance subject to Section 4.1 2.10 hereof; (b) Provide the Owner/Servicer with the servicing reports set forth in Exhibit E b. Make direct remittances to third parties to whom Investor has sold or assigned all or part of its interest in a format reasonably requested by Mortgage Loan, including the Owner/Servicer sale of participating interests therein, provided that this Agreement remains in full force and in effect with respect to such Mortgage Loan and for which Subservicer receives a minimum of thirty (30) days’ written notice of such sale or assignment. If following the frequency set forth in Exhibit E. The sale or transfer, Subservicer and the Owner/Servicer agree that Exhibit E will be finalized and attached hereto within ten (10) Business Days of the date hereof (or such other date as mutually agreed upon) without any further action by the parties. The Subservicer shall also provide must make more than one remittance per month with respect to the Owner/Servicer monthly reports (and the related calculations) of the Delinquency Ratioa Mortgage Loan, the Servicing Advance Ratio and Quarterly Refinancing Percentage, in each case, in a format reasonably requested by the Owner/Servicer. All monthly reports shall be provided by the Subservicer to the Owner/Servicer on or prior to Reporting Date. Subservicer also shall provide Owner/Servicer with a customized daily data file as set forth in Exhibit E in a format reasonably requested by Owner/Servicer. In addition, the Subservicer shall cooperate in good faith with the Owner/Servicer to provide any additional reports as may be reasonably requested from time to time and the reasonable, actual and documented out-of-pocket or internally allocated, as applicable, expenses incurred by the Subservicer shall be reimbursed by the Owner/Servicer only entitled to the extent the applicable information and shall be paid additional compensation of One Dollar ($1.00) per each affected Mortgage Loan per month for each such reports is not readily available without the Subservicer incurring material costs and expenses and as otherwise agreed from time to time. Reports required pursuant to this Section 2.7(b) may be changed from time to time as mutually agreed to by the parties. The Subservicer shall acknowledge the Owner/Servicer’s written request for such reports within 24 hours of receipt. Within two (2) Business Days from such acknowledgment, the Subservicer shall provide the Owner/Servicer with a loan-level download (in a format reasonably requested by the Owner/Servicer) of servicing system collection comments and such other servicing system data as the Owner/Servicer may reasonably request, except that if such reports reasonably require more than two (2) Business days to prepare and provide, the Subservicer will provide the Owner/Servicer an action plan detailing the delivery of such reportsadditional remittance; (c) On each Business Day, no later than two (2) Business Days of receipt thereof, remit to the Owner/Servicer all Owner/Servicer Economics (to the extent greater than zero) with respect to the Mortgage Loans pursuant to Section 4.1; provided, however, the Subservicer shall immediately notify the Owner/Servicer of any disputed amounts as forth in Section 4.3 and any disputed amounts shall not be included in the calculation until resolved in a mutually acceptable fashion pursuant to Section 4.3. The Subservicer shall provide the Owner/Servicer with sufficient information in an electronic format to confirm and reconcile the calculation of (i) the Owner/Servicer Economics each day and (ii) the Owner/Servicer Economics and Subservicer Economics each month, including the appropriate breakdown and support of the various components of the daily Owner/Servicer Economics and monthly Owner/Servicer Economics and Subservicer Economics (on a loan-by-loan basis) and reflecting all applicable fees payable to Owner/Servicer and to Subservicer; (d) c. Promptly deliver to the Owner/Servicer any notice received by the Subservicer from an Investor that instructs the Subservicer to transfer servicing of service-release any Mortgage Loan. In the event of a conflict between the Investor instructions and instructions by the Owner/Servicer, the Owner/Servicer and the Subservicer agree to work with such Investor and each other in good faith to resolve the conflict. In no event shall the Subservicer be required to comply with any instruction by the Owner/Servicer that might reasonably jeopardize the Subservicer’s status, standing, or approval with an Agency, or that would violate any Applicable Requirements; (e) Except as otherwise required by Applicable Requirements, all Float Benefit shall be payable to the Owner/Servicer, which amounts shall be included in the calculation of the Owner/Servicer Economics in accordance with Section 4.1. The Owner/Servicer hereby agrees and acknowledges that the Subservicer shall proceed in accordance with Investor’s instructions to comply with applicable Agency guidelines. To the extent any Mortgage Loan(s) is service-released in accordance with Investor’s instructions, Subservicer shall be responsible for all fees and charges associated with maintaining any Custodial Account or Escrow Accountentitled to the payment by Owner/Servicer of the Exit Fee as provided in Exhibit II attached hereto; (f) d. Where Investors require interest to be paid through the end of the month although interest due from the Mortgagor is to the actual date of the prepayment in part or in fullpay-off, Subservicer will pay the amount necessary to cover any uncollected interest due Investor, which amount will be reimbursable Investor subject to funding and/or reimbursement by Owner/Servicer of such amounts as a P&I AdvanceAdvances. If funded by Subservicer Owner/Servicer shall reimburse Subservicer for any such P&I Advances in accordance with Section 4.2; (g) e. Not accept any prepayment of any Mortgage Loan except as specified, required, required or authorized by Applicable Requirements and by the terms of the Notes and/or Mortgage, nor waive, modify, release, release or consent to postponement on the part of the Mortgagor of any term or provision of the applicable Mortgage Loan documents, except as permitted under Applicable Requirementsdocuments without the written consent of Investor; (h) f. Upon payment of a Mortgage Loan in full, and subject to Section 3.2 hereof, have prepared and file any necessary release or satisfaction documents, and continue Subservicing subservicing of the Mortgage Loan pending final settlement, and refund amounts due the Mortgagor in accordance with Applicable Requirements; (i) g. Make interest rate adjustments in compliance with Applicable Requirements and the Mortgage Loan documents to reflect the applicable movements of the applicable Mortgage Loan rate index. The Subservicer shall deliver all appropriate notices required by Applicable Requirements and the Mortgage Loan documents regarding such interest rate adjustments including but not by way of limitation, timely notification to Investor, of the applicable date and information regarding such interest rate adjustment, the methods of implementation of such interest rate adjustments, new schedules of Investor’s share of collections of principal and interest, P&I and of all prepayments of any Mortgage Loan hereunder by Mortgagor; (j) h. Perform such other customary duties, furnish copies of standard reports and execute such other documents in connection with its duties hereunder as the Owner/Servicer and Investor from time to time reasonably may require. Upon requestAll reports deemed standard under this Section 2.5 are contained in Exhibit IV hereof; and i. Use commercially reasonable efforts to provide special reports, data files, or related services to Owner/Servicer, Investor or any third party, at the request of Owner/Servicer. Subservicer shall provide the thereupon xxxx Owner/Servicer for such reports, data files or related services in accordance with some Exhibit III, as applicable, or all of the reports provided to the Investor. The Subservicer shall cooperate in good faith with reasonable requests by the Owner/Servicer or Investors to adapt or update reports to reflect their reporting needs or preferences and shall make any changes required to conform with then current Applicable Requirements; (k) The Subservicer shall cause a certified public accountant selected and employed by it to provide the Owner/Servicer not later than ninety (90) days after the close of Subservicer’s fiscal year, accordance with a certified statement of the Subservicer’s financial condition as of the close of its fiscal year and an attestation relating separate fee to compliance with the relevant servicing criteria under Item 1123 of Regulation AB promulgated be determined in advance by the Securities and Exchange Commission (or compliance with the Uniform Single Attestation Program for Mortgage Bankers) by an independent public accounting firm which is a member of the American Institute of Certified Public Accountants at such time that such statements, certifications and other reports are delivered to the Agencies or other Investors; (l) As promptly as possible and in no event later than two (2) Business Days following receipt thereof, the Subservicer shall notify the Owner/Servicer of (i) any notice by an Agency regarding the termination or potential termination of the Subservicer as an eligible servicer for any Agency, (ii) any notices of material noncompliance received from any Agency that is not resolved within the cure period provided by the Agency, if applicable, and (iii) any downgrade or anticipated downgrade of the Subservicer’s servicer ratings with any rating agency. In the event any items of material noncompliance with Applicable Requirements are discovered, or are specifically noted in connection with any audit or examination of the Subservicer’s servicing of any of the Mortgage Loans, the Subservicer shall promptly address and resolve such items and report the status, findings and resolution of such items in a timely manner to the Owner/Servicer and as otherwise required by the applicable Agencies; (m) The Subservicer Subservicer, and same shall promptly notify the Owner/Servicer if it becomes aware of any repurchase claim by the applicable Agency with respect to any Mortgage Loan and shall cooperate with any reasonable requests of the Owner/Servicer for information with respect to such Mortgage Loan and be paid in connection with coordinating the repurchase claim (including, but not limited to, providing copies of related collection system comments) and delivery of the applicable Mortgage Loan file and related documents to the Owner/Servicer or its designee with respect to such repurchase transaction. In accordance with applicable Agency Guidelines Section 4.2. j. Prepare and file all necessary 1098 and 1099 tax reports with Mortgagors and the MSRPAInternal Revenue Service, once in accordance with Applicable Requirements, covering the rebuttal process has been completed and the related Agency or other Investor still requires repurchase period of Subservicer’s subservicing of the related Mortgage Loan, the Subservicer, in accordance with the MSRPA, shall cause the applicable repurchase price amount to be deposited in the related Custodial Account in order to be drafted by or remitted to the applicable Agency or other Investor in accordance with the applicable Agency Guidelines; and (n) The Subservicer shall as promptly as possible and in no event later than two (2) Business Days following receipt thereof, forward to the Owner/Servicer any and all communications received from Investors regarding the Mortgage Loans or affecting the servicing of the Mortgage Loans. In addition, the Subservicer shall notify the Owner/Servicer of any litigation, including mortgagor litigation, contested foreclosure actions, mortgagor bankruptcy proceedings, arising with respect to any of the Mortgage Loans, which are required to be reflected in the normal monthly reporting provided by the Subservicer under this Agreement, provide ongoing monthly reports regarding the status of such litigation and associated costs and expenses and promptly provide copies of all notices, correspondence, subpoenas and other items regarding any litigation or potential litigation relating to any of the Mortgage Loans. The Subservicer shall cooperate in good faith with any requests or instructions regarding such litigation from the Owner/Servicer.