Annual SOC 1 Type 2 Audit Report. The NMS must submit to the MPF Provider, at its sole cost and expense, an unqualified annual service auditor’s report, commonly referred to as the Statement on Standards for Attestation Engagements, SSAE No. 16, Reporting on Controls at a Service Organization Type 2 Report (“SOC 1”), of the NMS, prepared by a certified public accountant, on or prior to December 1 of each year following the commencement of its Servicing activities under the Applicable Agreement. The NMS must reasonably cooperate with the auditors of the MPF Provider when preparing a SOC 1 report for the MPF Provider, including but not limited to, issuing the necessary and appropriate written management assertions. The NMS further agrees that in the event that the NMS delegates or contracts, with the required consents under the Guides and the Applicable Agreement, any of its Servicing Responsibilities which are described in Item 1122 of Regulation AB under the Securities Act of 1933, as amended, which includes without limitation any material Servicing Responsibilities outsourced to third parties (“Delegee”) pursuant to such Item 1122(d)(1)(ii) thereof, then upon the MPF Provider’s request such Delegee shall be required to provide an annual SOC 1, as provided in this chapter, or shall be required to reasonably cooperate with the auditors of the MPF Provider preparing a SOC 1 for the MPF Provider, in the same manner required by the NMS. The MPF Provider and each Owner Bank shall have the right to provide copies of each SOC 1 they receive pursuant to this chapter to other MPF Banks or the MPF Provider’s regulator and auditors on a confidential basis.
