Common use of Losses and Expenses Clause in Contracts

Losses and Expenses. 2.24.1 The Owner shall remain responsible, as between the Owner and the Servicer, for losses related to the Owner’s investment in the Mortgage Loans. Losses of the type referred to above for which the Owner shall remain responsible include, but are not limited to: credit losses, special hazard insurance premiums, earthquake losses, losses resulting from the absence or inadequacy of hazard insurance or flood insurance for a Mortgaged Property in accordance with Applicable Requirements, foreclosure losses, REO Property losses, losses on Mortgage Loans in default or in bankruptcy, and losses in connection with the Soldiers and Sailors Civil Relief Act (and any successor to such Act). 2.24.2 In the event withdrawals from the Control Account or Escrow Accounts are insufficient to reimburse the Servicer pursuant to this Agreement the Owner shall promptly upon receipt of an invoice reimburse the Servicer for Servicing Advances and the following expenses (“Expenses”): (i) any out-of-pocket expense the Servicer incurs with the prior approval of the Owner in connection with its servicing and administrative obligations set forth in this Agreement to the extent such expense is not ordinary to the servicing function (but not including salaries, rent and other general operating expenses of the Servicer normally classified as overhead); (ii) expenses that the Owner has expressly agreed to pay or be liable for hereunder; and (iii) expenses incurred in connection with the performance by the Servicer at the request of the Owner of any activity that is not specifically required to be performed by the Servicer under this Agreement and is not reasonably ancillary to any specific requirements of the Owner under this Agreement. Except as otherwise expressly provided in this Agreement, each party shall pay its own expenses incurred in connection with the preparation of and performance under this Agreement, including its own legal fees and expenses of preparing and delivering the notices, documents, reports, accountings and any other information required of it hereunder. 2.24.3 On a monthly basis, following receipt of an invoice from the Servicer, the Owner shall promptly reimburse the Servicer for outstanding Servicing Advances, Expenses and Servicing Fees as provided in Section 2.7. 2.24.4 The Owner shall be solely responsible for all guaranty fees, credit enhancement fees, custodial fees (and related shipping costs), trustee fees, and costs to record assignments. Except as otherwise expressly set forth in this Agreement, the Servicer shall be solely responsible for the direct and indirect internal and administrative costs associated with its obligations as the Servicer of the Mortgage Loans hereunder, said costs to include but not be limited to: personnel, facilities; supplies; mailing and computer system expenses, regardless of whether the Servicer elects to contract with third party vendors to perform all or any portion of such internal and administrative functions. 2.24.5 Except as otherwise provided in this Section, any Litigation related solely to a single Mortgage Loan (other than Litigation between or among the Owner or any of its affiliates, on the one hand, and the Servicer and any of its affiliates, on the other hand) including foreclosure, evictions, quiet title and bankruptcy filings, shall be managed by the Servicer working with local counsel selected by and working on behalf of the Owner. The costs and expenses of such Litigation shall be deemed a Servicing Advance and be subject to reimbursement pursuant to the terms of this Agreement. The Owner shall reimburse the Servicer for any out-of-pocket costs that the Servicer incurs in connection with any Litigation described in this Section 2.24.5 (other than Litigation between or among the Owner or its affiliates, on the one hand, and the Servicer or its affiliates, on the other hand). Servicer will not engage in Litigation relating to any single Mortgage Loan unless such Litigation is consistent with the Agreed Servicing Guidelines and the Approval Matrix or as otherwise agreed to in writing by the Owner.

Losses and Expenses. 2.24.1 2.24.1. The related Owner shall remain responsible, as between the such Owner and the Servicer, for losses related to the related Owner’s investment in the Mortgage Loans. Losses of the type referred to above for which the related Owner shall remain responsible include, but are not limited to: credit losses, special hazard insurance premiums, earthquake losses, losses resulting from in connection with the absence or inadequacy final sale price of hazard insurance or flood insurance for a Mortgaged Property in accordance with Applicable Requirements, foreclosure losses, REO Property lossesor foreclosure sale, losses on Mortgage Loans in default or in bankruptcy, and losses in connection with the Soldiers and Sailors Civil Relief Act (and any successor to such Act); provided that Servicer shall be liable for any losses resulting or arising from failure of Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. 2.24.2 2.24.2. In the event withdrawals from the Control Account Custodial or Escrow Accounts are insufficient to reimburse the Servicer pursuant to this Agreement the related Owner shall promptly upon receipt of an invoice with proper documentation and evidence of amounts owed reimburse the Servicer for Servicing Advances and the following expenses (“Expenses”): (i) any out-of-pocket expense the Servicer incurs with the prior approval of the Owner Owners in connection with its servicing and administrative obligations set forth in this Agreement to the extent such expense is not ordinary to the servicing function (but not including salaries, rent and other general operating expenses of the Servicer normally classified as overhead); (ii) expenses that the Owner has expressly agreed to pay or be liable for hereunder[reserved]; and (iii) expenses mutually agreed upon and incurred in connection with the performance by the Servicer at the request of the Owner Owners of any activity that is not specifically required to be performed by the Servicer under this Agreement and is not reasonably ancillary to any specific requirements of the Owner Owners under this Agreement. Except as otherwise expressly provided in this Agreement, each party shall pay its own expenses incurred in connection with the preparation of and performance under this Agreement, including its own legal fees and expenses of preparing and delivering the notices, documents, reports, accountings and any other information required of it hereunder. 2.24.3 On a monthly basis, following receipt of an invoice from the Servicer, the Owner shall promptly reimburse the Servicer for outstanding Servicing Advances, Expenses and Servicing Fees as provided in Section 2.72.24.3. [reserved]. 2.24.4 (a) The Owner Owners shall be solely responsible for all guaranty fees, credit enhancement fees, custodial fees (and related shipping costs), trustee fees, and costs to record assignments. . (b) Except as otherwise expressly set forth in this Agreement, the Servicer shall be solely responsible for the direct and indirect internal and administrative costs associated with its obligations as the Servicer of the Mortgage Loans hereunder, said costs to include but not be limited to: personnel, facilities; supplies; mailing and computer system expenses, regardless of whether the Servicer elects to contract with third party vendors to perform all or any portion of such internal and administrative functions. 2.24.5 2.24.5. Except as otherwise provided in this Section, any Litigation related solely to a single Mortgage Loan (other than Litigation between or among the Owner Owners or any of its affiliates, on the one hand, and the Servicer and any of its affiliates, on the other hand) including foreclosure, evictions, quiet title and bankruptcy filings, shall be managed by the Servicer working with local counsel selected by and working on behalf of the OwnerOwners. The costs and expenses of such Litigation shall be deemed a Servicing Advance and be subject to reimbursement pursuant to the terms of this Agreement. The Owner Servicer shall not manage (on behalf of the Owners or any of its affiliates other than the Servicer) any class action claim in which the Owners or any of its affiliates (other than the Servicer) is a defendant or any Litigation based upon alleged actions or omissions of the Owners unless the Owners shall elect otherwise with respect to any particular Litigation(s) and the Servicer shall in its discretion agree to manage and administer such Litigation(s) on behalf of the Owners or any of its affiliates on price and other terms acceptable to the Servicer, which shall be set forth in a separate writing between the parties. The Servicer shall cooperate in obtaining or making available information or documents respecting Mortgage Loans involved in Litigation as may be reasonably required by the Owners or its counsel. The Owners shall reimburse the Servicer for any reasonable and necessary out-of-pocket costs that the Servicer incurs in connection with any Litigation described in this Section 2.24.5 (other than Litigation between or among the Owner Owners or its affiliates, on the one hand, and the Servicer or its affiliates, on the other hand). Servicer will not engage in Litigation relating to any single Mortgage Loan unless such Litigation is consistent with the Agreed Servicing Guidelines and the Approval Matrix or as otherwise agreed to in writing by the Owner.

Losses and Expenses. 2.24.1 2.23.1. The Owner shall remain responsible, as between the Owner and the Servicer, for losses related to the Owner’s investment in the Mortgage LoansLoans as distinct from (and which shall not include) costs and expenses related to the performance of the servicing duties delegated to the Servicer hereunder, for which the Servicer shall be responsible as provided in this Agreement. Losses of the type referred to above for which the Owner shall remain responsible include, but are not limited to: credit losses, special hazard insurance premiums, earthquake losses, losses resulting from the absence or inadequacy of hazard insurance or flood insurance for a Mortgaged Property in accordance with Applicable Requirements, foreclosure losses, REO Property losses, losses on Mortgage Loans in default or in bankruptcy, and losses in connection with the Soldiers and Sailors Civil Relief Act (and any successor to such Act). 2.24.2 In the event withdrawals from the Control Account or Escrow Accounts are insufficient to reimburse the Servicer pursuant to this Agreement the Owner shall promptly upon 2.23.2. Within thirty (30) days after receipt of an invoice from the Servicer or such earlier time as provided for in this Agreement, the Owner shall reimburse the Servicer for Servicing Advances and the following expenses (“Expenses”): (i) any out-of-pocket expense the Servicer incurs with the prior approval of the Owner in connection with its servicing and administrative obligations set forth in this Agreement to the extent such expense is not ordinary to the servicing function (but not including salaries, rent and other general operating expenses of the Servicer normally classified as overhead); (ii) expenses that the Owner has expressly agreed to pay or be liable for hereunder; and (iii) expenses incurred in connection with the performance by the Servicer at the request of the Owner of any activity that is not specifically required to be performed by the Servicer under this Agreement and is not reasonably ancillary to any specific requirements of the Owner under this Agreement; (iv) amounts billed by third parties on a monthly basis with or without the approval of the Owner, which shall include: appraisals (pre- and post-foreclosure), title work, attorney fees (foreclosure, bankruptcy, and other), legal filing fees, inspection fees (interviews, drive-bys, clean out inspections after vacated, professional services such as property surveys, repair inspections, Environmental Protection Agency inspections, etc.), property maintenance (utilities, lawn care, snow removal, securing costs, repairs, winterization, removal of debris, clean-up after vacated), condominium expenses (condo fees, association fees, etc.), insurance (premiums and deductibles), taxes (property, estate, assessments), photographs, loss drafts, and travel (transportation, meals, lodging, rental cars). Except as otherwise expressly provided in this Agreement, each party shall pay its own expenses incurred in connection with the preparation of and performance under this Agreement, including its own legal fees and expenses of preparing and delivering the notices, documents, reports, accountings and any other information required of it hereunder. 2.24.3 2.23.3. On a monthly basis, following receipt of an invoice from the Servicer, the Owner shall promptly reimburse the Servicer for Servicing Advances that have been outstanding for thirty (30) days or more and the interest due on all unreimbursed Servicing Advances made under this Agreement in an amount equal to the prime rate published from time to time by The Wall Street Journal, “Money Rates”, multiplied by the average daily outstanding balance of all Servicing Advances, Expenses . Each invoice shall be accompanied by appropriate supporting documentation describing and regarding the amount and nature of such Servicing Fees as provided Advances made in Section 2.7accordance with Applicable Requirements and this Agreement. 2.24.4 The (a) the Owner shall be solely responsible for all guaranty fees, credit enhancement fees, custodial fees (and related shipping costs), trustee fees, and costs to record assignments. . (b) Except as otherwise expressly set forth in this Agreement, the Servicer shall be solely responsible for the direct and indirect internal and administrative costs associated with its obligations as the Servicer of the Mortgage Loans hereunder, said costs to include but not be limited to: personnel, facilities; supplies; mailing and computer system expenses, regardless of whether the Servicer elects to contract with third party vendors to perform all or any portion of such internal and administrative functions. 2.24.5 2.23.5. Except as otherwise provided in this Section, any Litigation related solely to a single Mortgage Loan (other than Litigation between or among the Owner or any of its affiliates, on the one hand, and the Servicer and any of its affiliates, on the other hand) shall be managed by the Servicer or its counsel on behalf of the Owner, including foreclosure, evictions, quiet title and bankruptcy filings, shall be managed by the Servicer working with local counsel selected by and working on behalf of the Owner. The costs and expenses of such Litigation which shall be deemed a Servicing Advance and be subject to reimbursement pursuant to the terms of this Agreement. The Servicer shall not manage (on behalf of the Owner or any of its affiliates other than the Servicer) any class action claim in which the Owner or any of its affiliates (other than the Servicer) is a defendant or any Litigation based upon a claim brought by the Owner unless the Owner shall elect otherwise with respect to any particular Litigation(s), in which case the Servicer shall manage and administer such Litigation(s) on behalf of the Owner or any of its affiliates. The Servicer shall not, without the prior written consent of the Owner, settle or compromise any claim against the Owner arising out of or relating to any class action Litigation, other than any such settlement involving solely the payment of money damages not to exceed Twenty-Five Thousand and 00/100 Dollars ($25,000.00) in any one (1) instance or One Hundred Thousand and 00/100 Dollars ($100,000.00) in the aggregate for all such settlements during any calendar quarter. The Servicer shall cooperate in obtaining or making available information or documents respecting Mortgage Loans involved in Litigation as may be reasonably required by the Owner or its counsel. The Owner shall reimburse the Servicer for any out-of-pocket costs that the Servicer incurs in connection with any Litigation described in this Section 2.24.5 (other than Litigation between or among the Owner or its affiliates, on the one hand, and the Servicer or its affiliates, on the other hand). Servicer will not engage in Litigation relating to any single Mortgage Loan unless such Litigation is consistent with the Agreed Servicing Guidelines and the Approval Matrix or as otherwise agreed to in writing by the Owner.

Losses and Expenses. 2.24.1 The (a) Subject to Section 4.08(b) and (c) hereof (and except as may otherwise be expressly provided in this Agreement), Owner shall remain responsible, as between the Owner and the Servicer, for losses related to the Owner’s investment in the Servicing Rights or, as applicable, the Mortgage LoansLoans owned by Owner, as distinct from (and which shall not include) costs and expenses related to the performance of the servicing duties delegated to Servicer hereunder, for which Servicer shall be responsible. Losses of the type referred to above for which the Owner shall remain responsible include, but are not limited to: credit lossesinvestor repurchase demands, Recourse Obligations, pool insurance premiums, special hazard insurance premiums, earthquake losses, losses resulting from the absence or inadequacy of hazard insurance or flood insurance for a Mortgaged Property in accordance with Applicable RequirementsAccepted Servicing Practices, foreclosure losses, REO Property losses, losses on Mortgage Loans VA No-Bid Instructions, VA partial guaranties, interest shortfalls due to timing of prepayments and liquidations required under the terms of the Xxxxxx Xxx Guides, which are in default or excess of the amounts specified in bankruptcySection 2.04(ii), Servicing Advances, Nonrecoverable Advances and losses Catastrophic Advances, including, without limitation, those that may be required in connection with the Soldiers and Sailors Servicemembers Civil Relief Act (and any successor to such Act). 2.24.2 In the event withdrawals from the Control Account or Escrow Accounts are insufficient to reimburse the Servicer pursuant to this Agreement the (b) Owner shall promptly upon receipt of an invoice reimburse the Servicer for Servicing Advances and the following reimbursable expenses (“Reimbursable Expenses”): (i) any out-of-pocket expense the Servicer incurs with the prior approval of the Owner in connection with its servicing and administrative obligations set forth in this Agreement to the extent such expense is not ordinary to the servicing function (but not including salaries, rent and other general operating expenses of the Servicer Owner normally classified as overhead); (ii) expenses that the Owner has expressly agreed to pay or be liable for hereunder; and (iii) expenses incurred in connection with the performance by the Servicer at the request of the Owner of any activity that is not specifically required to be performed by the Servicer under this Agreement and is not reasonably ancillary to any specific requirements of the Owner under this Agreement. Except as otherwise expressly provided in this Agreement, each party Party shall pay its own expenses incurred in connection with the preparation of and performance under this Agreement, including including, without limitation, its own legal fees and expenses of preparing and delivering the notices, documents, reports, accountings and any other information required of it hereunder. Out-of-pocket collection expenses incurred by Servicer to and billed by third parties on a monthly basis that will be reimbursed by Owner without approval of Owner include Reimbursable Expenses associated with the following: appraisals (pre- and post-foreclosure), title work, attorney fees (foreclosure, bankruptcy, and other), legal filing fees, inspection fees (interviews, drive-bys, clean out inspections after vacated, professional services such as property surveys, repair inspections, Environmental Protection Agency inspections, etc.), property maintenance (utilities, lawn care, snow removal, securing costs, repairs, winterization, removal of debris, clean-up after vacated), condominium expenses (condo fees, association fees, etc.), insurance (premiums and deductibles), taxes (property, estate, assessments), photographs and, loss drafts,. 2.24.3 On a monthly basis(i) If applicable, following receipt of an invoice from the Servicer, the Owner shall promptly reimburse the Servicer for outstanding Servicing Advances, Expenses and Servicing Fees as provided in Section 2.7. 2.24.4 The Owner shall be solely responsible for all guaranty fees, credit enhancement fees, custodial fees (and related shipping costs), and trustee fees, and costs to record assignments. . (ii) Except as otherwise expressly set forth in this Agreement, the Servicer shall be solely responsible for the direct and indirect internal and administrative costs associated with its obligations as the Servicer subservicer of the Mortgage Loans hereunder, said costs to include but not be limited to: personnel, facilities; supplies; mailing and computer electronic data processing) system expenses, regardless of whether the Servicer elects to contract with third party vendors to perform all or any portion of such internal and administrative functions. 2.24.5 Except as otherwise provided in this Section, any Litigation related solely to a single Mortgage Loan (other than Litigation between or among the Owner or any of its affiliates, on the one hand, and the Servicer and any of its affiliates, on the other hand) including foreclosure, evictions, quiet title and bankruptcy filings, shall be managed by the Servicer working with local counsel selected by and working on behalf of the Owner. The costs and expenses of such Litigation shall be deemed a Servicing Advance and be subject to reimbursement pursuant to the terms of this Agreement. The Owner shall reimburse the Servicer for any out-of-pocket costs that the Servicer incurs in connection with any Litigation described in this Section 2.24.5 (other than Litigation between or among the Owner or its affiliates, on the one hand, and the Servicer or its affiliates, on the other hand). Servicer will not engage shall pay interest due to Mortgagors on amounts held in Litigation relating to any single Mortgage Loan unless such Litigation is consistent tax and insurance escrow accounts in accordance with the Agreed Accepted Servicing Guidelines and the Approval Matrix or as otherwise agreed to in writing by the OwnerPractices.

Losses and Expenses. 2.24.1 The (a) Except as may otherwise be expressly provided in this Agreement, Owner shall remain responsible, as between the Owner and the Servicer, for losses related to the Owner’s investment in the Servicing Rights or, as applicable, the Mortgage LoansLoans as distinct from (and which shall not include) costs and expenses related to the performance of the servicing duties delegated to Servicer hereunder, for which Servicer shall be responsible. Losses of the type referred to above for which the Owner shall remain responsible include, but are not limited to: credit investor repurchase demands, earthquake losses or other such special hazard losses not covered by the insurance required to be maintained under this Agreement, litigation losses, special hazard insurance premiums, earthquake losses, losses resulting from the absence or inadequacy of hazard insurance or flood insurance for a Mortgaged Property in accordance with Applicable Requirementsfraud, foreclosure losses, REO Property losses, losses Recourse Obligations, prepayment interest shortfall, Agency penalties, VA No- Bid Instruction, VA partial guaranties, FHA partial claims payments, shortages in the reimbursements amounts for fees paid by Servicer on FHA and VA Mortgage Loans in default or in bankruptcy, and losses in connection with resulting from application of the Soldiers and Sailors Servicemembers Civil Relief Act (and any successor to such Act)of 2003. 2.24.2 (b) In the event withdrawals from the Control Account or Escrow Accounts are insufficient addition to reimburse the Servicer pursuant to this Agreement the Owner shall promptly upon receipt of an invoice reimburse the Servicer for Servicing Advances and the following expenses (“Expenses”): (i) any out-of-pocket expense Owner Expenses regarding which the Servicer incurs with the prior approval of the is entitled to reimbursement hereunder, Owner in connection with its servicing and administrative obligations set forth in this Agreement to the extent such expense is not ordinary to the servicing function (but not including salaries, rent and other general operating expenses of the shall reimburse Servicer normally classified as overhead); (ii) expenses that the Owner has expressly agreed to pay or be liable for hereunder; and (iii) expenses incurred in connection with the performance by the Servicer at the request of the Owner of any activity that is not specifically required to be performed by the Servicer under this Agreement and is not reasonably ancillary to any specific requirements obligation of the Owner Servicer under this Agreement. Except as otherwise expressly provided in this Agreement, each party Party shall pay its own expenses incurred in connection with the preparation of and performance under this Agreement, including including, without limitation, its own legal fees and expenses of preparing and delivering the notices, documents, reports, accountings and any other information required of it hereunder. 2.24.3 On a monthly basis, following receipt of an invoice from the Servicer, the Owner shall promptly reimburse the Servicer for outstanding Servicing Advances, Expenses and Servicing Fees as provided in Section 2.7. 2.24.4 The . Owner shall be solely responsible for all guaranty fees, credit enhancement fees, custodial fees (and including related shipping costs)) of Owner’s document Custodian, trustee feesif any. (c) In the event that Servicer determines it is in the Owner’s best interest to cure a default under or pay off a superior lien mortgage loan related to a subordinate lien Mortgage Loan, and costs to record assignments. Except as otherwise expressly set forth in this Agreement, the Servicer shall be solely responsible for the direct and indirect internal and administrative costs associated with its obligations as the Servicer notify Owner of the Mortgage Loans hereunder, said costs amount needed to include but not be limited to: personnel, facilities; supplies; mailing and computer system expenses, regardless of whether effectuate such a cure or pay off. Owner agrees to remit such funds to Servicer within the time period specified by Servicer elects if Owner wishes to contract with third party vendors to perform all or any portion of such internal and administrative functions. 2.24.5 Except as otherwise provided in this Section, any Litigation related solely to a single preserve the subordinate lien Mortgage Loan (other than Litigation between or among being serviced by Servicer. If Servicer does not receive the Owner or any of its affiliatesrequired funds within the time periods specified, on the one hand, and the Servicer and any of its affiliates, on the other hand) including foreclosure, evictions, quiet title and bankruptcy filings, shall be managed by the Servicer working with local counsel selected by and working on behalf of the Owner. The costs and expenses of such Litigation shall be deemed a Servicing Advance and be subject to reimbursement pursuant to the terms of this Agreement. The Owner shall reimburse the Servicer for any out-of-pocket costs that the Servicer incurs in connection with any Litigation described in this Section 2.24.5 (other than Litigation between or among the Owner or its affiliates, on the one hand, and the Servicer or its affiliates, on the other hand). Servicer will not engage in Litigation relating to any single Mortgage Loan unless cure or pay off such Litigation is consistent with the Agreed Servicing Guidelines and the Approval Matrix or as otherwise agreed to in writing by the Ownersuperior lien mortgage loan.

Losses and Expenses. 2.24.1 The (a) Owner shall remain responsible, as between the Owner and the Servicer, for losses related to the Owner’s investment in the Mortgage LoansLoans as distinct from (and which shall not include) costs and expenses related to the performance of the servicing duties delegated to Servicer hereunder, for which Servicer shall be responsible. Losses of the type referred to above for which the Owner shall remain responsible include, but are not limited to: credit losses, special hazard insurance premiums, earthquake losses, losses resulting from the absence or inadequacy of hazard insurance or flood insurance for a Mortgaged Property in accordance with Applicable Requirements, foreclosure losses, REO Property losses, losses on Mortgage Loans in default or in bankruptcy, and losses in connection with the Soldiers and Sailors Civil Relief Act (and any successor to such Act). 2.24.2 In the event withdrawals from the Control Account or Escrow Accounts are insufficient to reimburse the Servicer pursuant to this Agreement the Owner shall promptly upon (b) Within five (5) days after receipt of an invoice from Servicer or such earlier time as provided for in this Agreement, Owner shall reimburse the Servicer for Servicing Advances and the following expenses (“Expenses”): (i) any out-of-pocket expense the Servicer incurs with the prior approval of the Owner in connection with its servicing and administrative obligations set forth in this Agreement to the extent such expense is not ordinary to the servicing function (but not including salaries, rent and other general operating expenses of the Servicer normally classified as overhead); (ii) expenses that the Owner has expressly agreed to pay or be liable for hereunder; and (iii) expenses incurred in connection with the performance by the Servicer at the request of the Owner of any activity that is not specifically required to be performed by the Servicer under this Agreement and is not reasonably ancillary to any specific requirements of the Owner under this Agreement. Except as otherwise expressly provided in this Agreement, each party shall pay its own expenses incurred in connection with the preparation of and performance under this Agreement, including including, without limitation, its own legal fees and expenses of preparing and delivering the notices, documents, reports, accountings and any other information required of it hereunder. Out-of-pocket collection Expenses incurred by Servicer as a Servicing Advance that will be reimbursed by Owner include Expenses associated with the following: appraisals (pre- and post-foreclosure), title work, attorney fees (foreclosure, bankruptcy, and other), legal filing fees, inspection fees (interviews, drive-bys, clean out inspections after vacated, professional services such as property surveys, repair inspections, Environmental Protection Agency inspections, etc.), property maintenance (utilities, lawn care, snow removal, securing costs, repairs, winterization, removal of debris, clean-up after vacated), condominium expenses (condo fees, association fees, etc.), insurance (premiums and deductibles), taxes (property, estate, assessments), photographs, loss drafts, and travel (transportation, meals, lodging, rental cars). For individual Servicing Advance Expenses in excess of $5,000, the Servicer shall obtain the Owner’s consent before incurring such an Expense. If such consent is not provided by Owner to Servicer within 3 Business Days, then such consent will be deemed granted. 2.24.3 On a monthly basis, (c) Within five (5) Business Days following receipt of an invoice from the Servicer, the Owner shall promptly reimburse the Servicer for Servicing Advances that have been outstanding for five (5) days or more and the interest due on all unreimbursed Servicing Advances made under this Agreement in an amount equal to the three-month LIBOR plus one percent (1.00%) basis points, multiplied by the average daily outstanding balance of all Servicing Advances, Expenses . Each invoice shall be accompanied by appropriate supporting documentation describing and regarding the amount and nature of such Servicing Fees as provided Advances made in Section 2.7accordance with Applicable Requirements and this Agreement. 2.24.4 The (i) Owner shall be solely responsible for all guaranty fees, credit enhancement fees, custodial fees (and related shipping costs), trustee fees, and costs to record assignments. . (ii) Except as otherwise expressly set forth in this Agreement, the Servicer shall be solely responsible for the direct and indirect internal and administrative costs associated with its obligations as the Servicer of the Mortgage Loans hereunder, said costs to include but not be limited to: personnel, facilities; supplies; mailing and computer system expenses, regardless of whether the Servicer elects to contract with third party vendors to perform all or any portion of such internal and administrative functions. 2.24.5 (e) Except as otherwise provided in this Section, any Litigation related solely to a single Mortgage Loan (other than Litigation between or among the Owner or any of its affiliatesAffiliates, on the one hand, and the Servicer and any of its affiliates, on the other hand) shall be managed by Servicer or its counsel on behalf of Owner, including foreclosure, evictions, quiet title and bankruptcy filings, at Servicer’sinternal expense with respect to administration of such Litigation (excluding third party costs for which Owner shall be managed by the Servicer working remain responsible), unless Owner shall elect otherwise with local counsel selected by respect to any particular Litigation(s), in which case Owner shall manage and working administer such Litigation(s) on behalf of Owner or any of its affiliates. Servicer shall not manage (on behalf of Owner or any of its affiliates) any class action claim in which Owner or any of its affiliates is a defendant or any Litigation based upon a claim brought by Owner unless Owner shall elect otherwise with respect to any particular Litigation(s), in which case Servicer shall manage and administer such Litigation(s) on behalf of Owner or any of its affiliates. Servicer shall not, without the prior written consent of Owner, settle or compromise any claim against Owner arising out of or relating to any such Litigation. The costs and expenses of such Servicer shall cooperate in obtaining or making available information or documents respecting Mortgage Loans involved in Litigation shall as may be deemed a Servicing Advance and be subject to reimbursement pursuant to the terms of this Agreementreasonably required by Owner or its counsel. The Owner shall reimburse the Servicer for any out-of-pocket costs that the Servicer incurs in connection with any Litigation described in this Section 2.24.5 (other than Litigation between or among the Owner or its affiliates, on the one hand, and the Servicer or its affiliates, on the other hand). Servicer will not engage in Litigation relating to any single Mortgage Loan unless such Litigation is consistent with the Agreed Servicing Guidelines and the Approval Matrix or as otherwise agreed to in writing by the OwnerLitigation.

Losses and Expenses. 2.24.1 The (a) Subject to Section 4.08(b) and (c) hereof (and except as may otherwise be expressly provided in this Agreement), Owner shall remain responsible, as between the Owner and the Servicer, for losses related to the Owner’s investment in the Servicing Rights or, as applicable, the Mortgage Loans. Loans owned by Owner, as distinct from (and which shall not include) costs and expenses related to the performance of the servicing duties delegated to Servicer hereunder, for which Servicer shall be responsible.Losses of the type referred to above for which the Owner shall remain responsible include, but are not limited to: credit losses:investor repurchase demands, Recourse Obligations, pool insurance premiums, special hazard insurance premiums, earthquake losses, losses resulting from the absence or inadequacy of hazard insurance or flood insurance for a Mortgaged Property in accordance with Applicable RequirementsAccepted Servicing Practices, foreclosure losses, REO Property losses, losses on Mortgage Loans VA No-Bid Instructions, VA partial guaranties, interest shortfalls due to timing of prepayments and liquidations required under the terms of the Xxxxxx Xxx Guides, which are in default or excess of the amounts specified in bankruptcySection 2.04(ii), Servicing Advances, Nonrecoverable Advances and losses Catastrophic Advances, including, without limitation, those that may be required in connection with the Soldiers and Sailors Servicemembers Civil Relief Act (and any successor to such Act). 2.24.2 In the event withdrawals from the Control Account or Escrow Accounts are insufficient to reimburse the Servicer pursuant to this Agreement the (b) Owner shall promptly upon receipt of an invoice reimburse the Servicer for Servicing Advances and the following reimbursable expenses (“Expenses”): (iReimbursable Expenses”):(i) any out-of-pocket expense the Servicer incurs with the prior approval of the Owner in connection with its servicing and administrative obligations set forth in this Agreement to the extent such expense is not ordinary to the servicing function (but not including salaries, rent and other general operating expenses of the Servicer Owner normally classified as overhead); (ii) expenses that the Owner has expressly agreed to pay or be liable for hereunder; and (iii) expenses incurred in connection with the performance by the Servicer at the request of the Owner of any activity that is not specifically required to be performed by the Servicer under this Agreement and is not reasonably ancillary to any specific requirements of the Owner under this Agreement. .Except as otherwise expressly provided in this Agreement, each party Party shall pay its own expenses incurred in connection with the preparation of and performance under this Agreement, including including, without limitation, its own legal fees and expenses of preparing and delivering the notices, documents, reports, accountings and any other information required of it hereunder. Out-of-pocket collection expenses incurred by Servicer to and billed by third parties on a monthly basis that will be reimbursed by Owner without approval of Owner include Reimbursable Expenses associated with the following: appraisals (pre- and post-foreclosure), title work, attorney fees (foreclosure, bankruptcy, and other), legal filing fees, inspection fees (interviews, drive-bys, clean out inspections after vacated, professional services such as property surveys, repair inspections, Environmental Protection Agency inspections, etc.), property maintenance (utilities, lawn care, snow removal, securing costs, repairs, winterization, removal of debris, clean-up after vacated), condominium expenses (condo fees, association fees, etc.), insurance (premiums and deductibles), taxes (property, estate, assessments), photographs and, loss drafts,. 2.24.3 On a monthly basis(i) If applicable, following receipt of an invoice from the Servicer, the Owner shall promptly reimburse the Servicer for outstanding Servicing Advances, Expenses and Servicing Fees as provided in Section 2.7. 2.24.4 The Owner shall be solely responsible for all guaranty fees, credit enhancement fees, custodial fees (and related shipping costs), and trustee fees, and costs to record assignments. . (ii) Except as otherwise expressly set forth in this Agreement, the Servicer shall be solely responsible for the direct and indirect internal and administrative costs associated with its obligations as the Servicer subservicer of the Mortgage Loans hereunder, said costs to include but not be limited to: personnel, facilities; supplies; mailing and computer electronic data processing) system expenses, regardless of whether the Servicer elects to contract with third party vendors to perform all or any portion of such internal and administrative functions. 2.24.5 Except as otherwise provided in this Section, any Litigation related solely to a single Mortgage Loan (other than Litigation between or among the Owner or any of its affiliates, on the one hand, and the Servicer and any of its affiliates, on the other hand) including foreclosure, evictions, quiet title and bankruptcy filings, shall be managed by the Servicer working with local counsel selected by and working on behalf of the Owner. The costs and expenses of such Litigation shall be deemed a Servicing Advance and be subject to reimbursement pursuant to the terms of this Agreement. The Owner shall reimburse the Servicer for any out-of-pocket costs that the Servicer incurs in connection with any Litigation described in this Section 2.24.5 (other than Litigation between or among the Owner or its affiliates, on the one hand, and the Servicer or its affiliates, on the other hand). Servicer will not engage shall pay interest due to Mortgagors on amounts held in Litigation relating to any single Mortgage Loan unless such Litigation is consistent tax and insurance escrow accounts in accordance with the Agreed Accepted Servicing Guidelines and the Approval Matrix or as otherwise agreed to in writing by the OwnerPractices.