Common use of Certain Reports, Certifications and Compliance Information Clause in Contracts

Certain Reports, Certifications and Compliance Information. With respect to each ABS Issuing Entity, the Subservicer shall comply with the following provisions of this Section 5.12(c) in furtherance of Section 5.12(a) and the Pooling and Servicing Agreement provisions identified below (and, unless the Master Servicer reasonably advises the Subservicer (on a going-forward basis) that additional deliveries are required, such compliance by the Subservicer shall satisfy the Subservicer's requirements under Section 5.12(a) with respect to such Pooling and Servicing Agreement provisions): (i) Form 8-K Information. In furtherance of Section 13.7 of the Pooling and Servicing Agreement, with respect to each ABS Issuing Entity (for so long as it is subject to Exchange Act reporting requirements), not later than one Business Day after the Subservicer becomes aware of the occurrence of any event described below, the Subservicer shall deliver to the Master Servicer a report (a "Subservicer Form 8-K Information Report") setting forth the information specified below with respect to such event (to the extent that such information relates to the Subservicer or to the mortgage loans serviced by the Subservicer hereunder): (A) In connection with the termination or expiration, or the amendment of any provisions, of a material sub-subservicing agreement: (1) the date of termination of the agreement, the identity of the parties to the agreement, and a brief description of any material relationship between the Subservicer or its affiliates and any of the parties other than in respect of the agreement; (2) a brief description of the terms and conditions of the agreement that are material to the Subservicer; (3) a brief description of the material circumstances surrounding the termination; (4) any material early termination penalties incurred by the Subservicer; and (5) a copy of the termination agreement (if any) or amendment. (B) In connection with any instance of a bankruptcy or insolvency proceeding involving the Subservicer or any Significant Obligor: (1) the name or other identification of the proceeding; and (2) the date on which (x) jurisdiction was assumed by a court or governmental authority over the assets or business of the Subservicer or any Significant Obligor or (y) any order confirming a plan of reorganization, arrangement or liquidation of the Subservicer or any Significant Obligor; and (3) such other information as the Master Servicer may reasonably request of the Subservicer with respect to such bankruptcy or insolvency proceeding (the purpose of such information being to enable the Master Servicer and/or the Depositor to be responsive to the informational requirements of Item 1.03 of Form 8-K). (C) In connection with the resignation, removal, replacement or substitution of a sub-subservicer of the Subservicer, or the appointment of a new such sub-subservicer: (1) the date on which the event occurred and the circumstances surrounding the change; and (2) the material terms regarding such resignation, removal, replacement, substitution or appointment, including (I) provisions for selecting a successor sub-subservicer and financial or other requirements that must be met by a successor sub-subservicer, (II) the process for transferring servicing to a successor sub-subservicer and (III) provisions for payment of expenses associated with the servicing transfer and any additional fees charged by a successor sub-subservicer (specifying the amount of any funds set aside for such servicing transfer); (3) a copy of the written instruments or agreements pursuant to which such resignation, removal, replacement, substitution or appointment was effect; and (4) such other information as the Master Servicer may reasonably request of the Subservicer with respect to such resignation, removal, replacement or substitution (the purpose of such information being to enable the Master Servicer and/or the Depositor to be responsive to the informational requirements of Item 6.02 of Form 8-K); provided, however, that to the extent that any information called for by this Section 5.12(c)(i)(C) regarding such sub-subservicer is not determined or is unavailable at the time of the Form 8-K filing as to which such information applies, the Subservicer shall include a statement to this effect in the Subservicer Form 8-K Information Report and then must deliver an amendment to such report containing the undetermined or unavailable information within one Business Day after such information is determined or becomes available. (D) any other information of importance to Certificateholders (determined by the Subservicer in accordance with the Servicing Standard) that (A) is not otherwise required to be included in any report to be delivered or otherwise made available to the Master Servicer hereunder, (B) the Subservicer has determined, in accordance with the Servicing Standard, could have an adverse effect on payments to any Class of Certificateholders, and (C) is directly related to a Mortgage Loan. (ii) Form 10-D Information. In furtherance of Section 13.4 of the Pooling and Servicing Agreement, with respect to each ABS Issuing Entity (for so long as it is subject to Exchange Act reporting requirements), not later than the date in each month when the Subservicer is required to deliver to the Master Servicer the CMSA Loan Periodic Update File under the other provisions of this Agreement, the Subservicer shall deliver to the Master Servicer a report (a "Subservicer Form 10-D Information Report") setting forth the information specified below relating to the Distribution Date occurring in such month, to the extent that such information relates to the Subservicer or to the mortgage loans serviced by the Subservicer hereunder: (A) a description of (x) any material legal proceedings that involve the Subservicer of a Significant Obligor or to which any of its or such Significant Obligor's property is subject or (y) any changes in the status of such legal proceedings; (B) if any mortgage loan serviced hereunder and held by the applicable ABS Issuing Entity involves a Significant Obligor, any financial information and/or financial statements regarding such Significant Obligor that the Master Servicer may reasonably request of the Subservicer to enable the Master Servicer to be responsive to the informational requirements of Item 6 of Form 10-D and Item 1112(b) of Regulation AB referred to therein; (C) any change in how the Subservicer defines or determines delinquencies, charge-offs and uncollectible accounts with respect to the mortgage loans serviced by the Subservicer hereunder, addressing the effect of any grace period, reaging, restructure, partial payments considered current or other practices on delinquency in loss experience; (D) any other material information regarding delinquencies and losses specific to the asset type represented by the mortgage loans serviced by the Subservicer, such as repossession information, foreclosure information and real estate owned (REO) or similar information; (E) information as to the mortgage loans serviced by the Subservicer (such interest rate information to be provided for such mortgage loans, if applicable in appropriate distributional groups or incremental ranges); (F) information as to beginning and ending balances of transaction accounts, such as reserve accounts, and material account activity during the relevant period; and (G) such other information as the Master Servicer may reasonably request of the Subservicer (the purpose of such information being to enable the Master Servicer and/or the Depositor to be responsive to the informational requirements of Form 10-D). (iii) Form 10-K Information (Other than Annual Compliance Information). In furtherance of Section 13.5 of the Pooling and Servicing Agreement, with respect to each ABS Issuing Entity (for so long as it is subject to Exchange Act reporting requirements), not later than March 1 of each year, the Subservicer shall deliver to the Master Servicer a report (a "Subservicer Form 10-K Information Report") setting forth the information specified below (excluding any report regarding its assessment of compliance, any report by a registered public accounting firm that attests to and reports on such assessment report, and any statement of compliance, which reports and statements shall be governed by Section 5.12(c)(iv)), to the extent such information relates to the most recently ended calendar year and to the Subservicer or the mortgage loans serviced by the Subservicer hereunder: (A) a description of (x) any material legal proceedings that involve the Subservicer or a Significant Obligor or to which any of its or such Significant Obligor's property is subject or (y) any changes in the status of such legal proceedings; (B) if any mortgage loan serviced hereunder and held by the applicable ABS Issuing Entity involves a Significant Obligor, any financial information and/or financial statements regarding such Significant Obligor that the Master Servicer may reasonably request of the Subservicer to enable the Master Servicer to be responsive to the informational requirements of Instruction J(2)(b) to Form 10-K and Item 1112(b) of Regulation AB referred to in such instruction; (C) the following descriptions of affiliations: (I) a description of the existence and nature of any affiliation between the Subservicer, on the one hand, and (u) the Trustee, (v) a 20% Servicer, (w) an Originator, (x) a Significant Obligor, (y) an Enhancement Provider or (z) an Other Material Party, on the other hand; and (II) a description of the existence and character of any relationship, agreement, arrangement, transaction or understanding between the Subservicer or any affiliate of the Subservicer, on the one hand, and any of the persons described in clause (u) through clause (z) of Section 5.12(c)(iii)(C)(I), on the other hand.

Certain Reports, Certifications and Compliance Information. With respect to each ABS Issuing Entity, the Subservicer shall comply with the following provisions of this Section 5.12(c) in furtherance of Section 5.12(a) and the Pooling and Servicing Agreement provisions identified below (and, unless the Master Servicer reasonably advises the Subservicer (on a going-forward basis) that additional deliveries are required, such compliance by the Subservicer shall satisfy the Subservicer's requirements under Section 5.12(a) with respect to such Pooling and Servicing Agreement provisions): (i) Form 8-K Information. In furtherance of Section 13.7 of the Pooling and Servicing Agreement, with respect to each ABS Issuing Entity (for so long as it is subject to Exchange Act reporting requirements), not later than one Business Day after the Subservicer becomes aware of the occurrence of any event described below, the Subservicer shall deliver to the Master Servicer a report (a "Subservicer Form 8-K Information Report") setting forth the information specified below with respect to such event (to the extent that such information relates to the Subservicer or to the mortgage loans serviced by the Subservicer hereunder): (A) In connection with the termination or expiration, or the amendment of any provisions, of a material sub-subservicing agreement: (1) the date of termination of the agreement, the identity of the parties to the agreement, and a brief description of any material relationship between the Subservicer or its affiliates and any of the parties other than in respect of the agreement; (2) a brief description of the terms and conditions of the agreement that are material to the Subservicer; (3) a brief description of the material circumstances surrounding the termination;; and (4) any material early termination penalties incurred by the Subservicer; and (5) a copy of the termination agreement (if any) or amendment. (B) In connection with any instance of a bankruptcy or insolvency proceeding involving the Subservicer or any Significant Obligor: (1) the name or other identification of the proceeding; and (2) the date on which (x) jurisdiction was assumed by a court or governmental authority over the assets or business of the Subservicer or any Significant Obligor or (y) any order confirming a plan of reorganization, arrangement or liquidation of the Subservicer or any Significant Obligor; and (3) such other information as the Master Servicer may reasonably request of the Subservicer with respect to such bankruptcy or insolvency proceeding (the purpose of such information being to enable the Master Servicer and/or the Depositor to be responsive to the informational requirements of Item 1.03 of Form 8-K). (C) In connection with the resignation, removal, replacement or substitution of a sub-subservicer of the Subservicer, or the appointment of a new such sub-subservicer: (1) the date on which the event occurred and the circumstances surrounding the change; and (2) the material terms regarding such resignation, removal, replacement, substitution replacement or appointmentsubstitution, including (I) provisions for selecting a successor sub-subservicer and financial or other requirements that must be met by a successor sub-subservicer, (II) the process for transferring servicing to a successor sub-subservicer and (III) provisions for payment of expenses associated with the servicing transfer and any additional fees charged by a successor sub-subservicer (specifying the amount of any funds set aside for such servicing transfer); (3) a copy of the written instruments or agreements pursuant to which such resignation, removal, replacement, substitution or appointment was effect; and (43) such other information as the Master Servicer may reasonably request of the Subservicer with respect to such resignation, removal, replacement or substitution (the purpose of such information being to enable the Master Servicer and/or the Depositor to be responsive to the informational requirements of Item 6.02 of Form 8-K); provided, however, that to the extent that any information called for by this Section 5.12(c)(i)(C) regarding such sub-subservicer is not determined or is unavailable at the time of the Form 8-K filing as to which such information applies, the Subservicer shall include a statement to this effect in the Subservicer Form 8-K Information Report and then must deliver an amendment to such report containing the undetermined or unavailable information within one Business Day after such information is determined or becomes available. (D) any other information of importance to Certificateholders (determined by the Subservicer in accordance with the Servicing Standard) that (A) is not otherwise required to be included in any report to be delivered or otherwise made available to the Master Servicer hereunder, (B) the Subservicer has determined, in accordance with the Servicing Standard, could have an adverse effect on payments to any Class of Certificateholders, and (C) is directly related to a Mortgage Loan. (ii) Form 10-D Information. In furtherance of Section 13.4 of the Pooling and Servicing Agreement, with respect to each ABS Issuing Entity (for so long as it is subject to Exchange Act reporting requirements), not later than the date in each month when the Subservicer is required to deliver to the Master Servicer the CMSA Loan Periodic Update File under the other provisions of this Agreement, the Subservicer shall deliver to the Master Servicer a report (a "Subservicer Form 10-D Information Report") setting forth the information specified below relating to the Distribution Date occurring in such month, to the extent that such information relates to the Subservicer or to the mortgage loans serviced by the Subservicer hereunder: (A) a description of (x) any material legal proceedings that involve the Subservicer of a Significant Obligor or to which any of its or such Significant Obligor's property is subject or (y) any changes in the status of such legal proceedings; (B) if any mortgage loan serviced hereunder and held by the applicable ABS Issuing Entity involves a Significant Obligor, any financial information and/or financial statements regarding such Significant Obligor that the Master Servicer may reasonably request of the Subservicer to enable the Master Servicer to be responsive to the informational requirements of Item 6 of Form 10-D and Item 1112(b) of Regulation AB referred to therein; (C) any change in how the Subservicer defines or determines delinquencies, charge-offs and uncollectible accounts with respect to the mortgage loans serviced by the Subservicer hereunder, addressing the effect of any grace period, reaging, restructure, partial payments considered current or other practices on delinquency in loss experience; (D) any other material information regarding delinquencies and losses specific to the asset type represented by the mortgage loans serviced by the Subservicer, such as repossession information, foreclosure information and real estate owned (REO) or similar information; (E) information as to the mortgage loans serviced by the Subservicer (such interest rate information to be provided for such mortgage loans, if applicable in appropriate distributional groups or incremental ranges); (F) information as to beginning and ending balances of transaction accounts, such as reserve accounts, and material account activity during the relevant period; and (GE) such other information as the Master Servicer may reasonably request of the Subservicer (the purpose of such information being to enable the Master Servicer and/or the Depositor to be responsive to the informational requirements of Form 10-D). (iii) Form 10-K Information (Other than Annual Compliance Information). In furtherance of Section 13.5 of the Pooling and Servicing Agreement, with respect to each ABS Issuing Entity (for so long as it is subject to Exchange Act reporting requirements), not later than March 1 of each year, the Subservicer shall deliver to the Master Servicer a report (a "Subservicer Form 10-K Information Report") setting forth the information specified below (excluding any report regarding its assessment of compliance, any report by a registered public accounting firm that attests to and reports on such assessment report, and any statement of compliance, which reports and statements shall be governed by Section 5.12(c)(iv)), to the extent such information relates to the most recently ended calendar year and to the Subservicer or the mortgage loans serviced by the Subservicer hereunder: (A) a description of (x) any material legal proceedings that involve the Subservicer or a Significant Obligor or to which any of its or such Significant Obligor's property is subject or (y) any changes in the status of such legal proceedings; (B) if any mortgage loan serviced hereunder and held by the applicable ABS Issuing Entity involves a Significant Obligor, any financial information and/or financial statements regarding such Significant Obligor that the Master Servicer may reasonably request of the Subservicer to enable the Master Servicer to be responsive to the informational requirements of Instruction J(2)(b) to Form 10-K and Item 1112(b) of Regulation AB referred to in such instruction; (C) the following descriptions of affiliations: (I) a description of the existence and nature of any affiliation between the Subservicer, on the one hand, and (u) the Trustee, (v) a 20% Servicer, (w) an Originator, (x) a Significant Obligor, (y) an Enhancement Provider or (z) an Other Material Party, on the other hand; and (II) a description of the existence and character of any relationship, agreement, arrangement, transaction or understanding between the Subservicer or any affiliate of the Subservicer, on the one hand, and any of the persons described in clause (u) through clause (z) of Section 5.12(c)(iii)(C)(I), on the other hand.

Certain Reports, Certifications and Compliance Information. With respect to each ABS Issuing Entity, the Subservicer Primary Servicer shall comply with the following provisions of this Section 5.12(c4.01(c) in furtherance of Section 5.12(a4.01(a) and the Pooling and Servicing Agreement provisions identified below (and, unless the Master Servicer reasonably advises the Subservicer Primary Servicer (on a going-forward basis) that additional deliveries are required, such compliance by the Subservicer Primary Servicer shall satisfy the SubservicerPrimary Servicer's requirements under Section 5.12(a4.01(a) with respect to such Pooling and Servicing Agreement provisions): (i) Form 8-K Information. In furtherance of Section 13.7 11.7 of the Pooling and Servicing Agreement, with respect to each ABS Issuing Entity (for so long as it is subject to Exchange Act reporting requirements), not later than one Business Day after the Subservicer Primary Servicer becomes aware of the occurrence of any event described below, the Subservicer Primary Servicer shall deliver to the Master Servicer a report (a "Subservicer Primary Servicer Form 8-K Information Report") setting forth the information specified below with respect to such event (to the extent that such information relates to the Subservicer Primary Servicer or to the mortgage loans serviced by the Subservicer Primary Servicer hereunder): (A) In connection with the termination or expiration, or the amendment of any provisions, of a material sub-subservicing agreement: (1) the date of termination of the agreement, the identity of the parties to the agreement, and a brief description of any material relationship between the Subservicer Primary Servicer or its affiliates and any of the parties other than in respect of the agreement; (2) a brief description of the terms and conditions of the agreement that are material to the SubservicerPrimary Servicer; (3) a brief description of the material circumstances surrounding the termination;; and (4) any material early termination penalties incurred by the Subservicer; and (5) a copy of the termination agreement (if any) or amendmentPrimary Servicer. (B) In connection with any instance of a bankruptcy or insolvency proceeding involving the Subservicer or any Significant ObligorPrimary Servicer: (1) the name or other identification of the proceeding; and (2) the date on which (x) jurisdiction was assumed by a court or governmental authority over the assets or business of the Subservicer or any Significant Obligor Primary Servicer or (y) any order confirming a plan of reorganization, arrangement or liquidation of the Subservicer or any Significant ObligorPrimary Servicer; and (3) such other information as the Master Servicer may reasonably request of the Subservicer Primary Servicer with respect to such bankruptcy or insolvency proceeding (the purpose of such information being to enable the Master Servicer and/or the Depositor to be responsive to the informational requirements of Item 1.03 of Form 8-K). (C) In connection with the resignation, removal, replacement or substitution of a sub-subservicer Primary Servicer of the SubservicerPrimary Servicer, or the appointment of a new such sub-subservicerPrimary Servicer: (1) the date on which the event occurred and the circumstances surrounding the change; and (2) the material terms regarding such resignation, removal, replacement, substitution replacement or appointmentsubstitution, including (I) provisions for selecting a successor sub-subservicer Primary Servicer and financial or other requirements that must be met by a successor sub-subservicerPrimary Servicer, (II) the process for transferring servicing to a successor sub-subservicer Primary Servicer and (III) provisions for payment of expenses associated with the servicing transfer and any additional fees charged by a successor sub-subservicer Primary Servicer (specifying the amount of any funds set aside for such servicing transfer); (3) a copy of the written instruments or agreements pursuant to which such resignation, removal, replacement, substitution or appointment was effect; and (43) such other information as the Master Servicer may reasonably request of the Subservicer Primary Servicer with respect to such resignation, removal, replacement or substitution (the purpose of such information being to enable the Master Servicer and/or the Depositor to be responsive to the informational requirements of Item 6.02 of Form 8-K); provided, however, that to the extent that any information called for by this Section 5.12(c)(i)(C4.01(c)(i)(C) regarding such sub-subservicer Primary Servicer is not determined or is unavailable at the time of the Form 8-K filing as to which such information applies, the Subservicer Primary Servicer shall include a statement to this effect in the Subservicer Primary Servicer Form 8-K Information Report and then must deliver an amendment to such report containing the undetermined or unavailable information within one Business Day after such information is determined or becomes available. (D) any other information of importance to Certificateholders (determined by the Subservicer in accordance with the Servicing Standard) that (A) is not otherwise required to be included in any report to be delivered or otherwise made available to the Master Servicer hereunder, (B) the Subservicer has determined, in accordance with the Servicing Standard, could have an adverse effect on payments to any Class of Certificateholders, and (C) is directly related to a Mortgage Loan. (ii) Form 10-D Information. In furtherance of Section 13.4 11.6 of the Pooling and Servicing Agreement, with respect to each ABS Issuing Entity (for so long as it is subject to Exchange Act reporting requirements), not later than the date in each month when the Subservicer Primary Servicer is required to deliver to the Master Servicer the CMSA Loan Periodic Update File under the other provisions of this Agreement, the Subservicer Primary Servicer shall deliver to the Master Servicer a report (a "Subservicer Primary Servicer Form 10-D Information Report") setting forth the information specified below relating to the Distribution Date occurring in such month, to the extent that such information relates to the Subservicer Primary Servicer or to the mortgage loans serviced by the Subservicer Primary Servicer hereunder: (A) a description of (x) any material legal proceedings that involve the Subservicer of a Significant Obligor Primary Servicer or to which any of its or such Significant Obligor's property is subject or (y) any changes in the status of such legal proceedings; (B) if any mortgage loan serviced hereunder and held by the applicable ABS Issuing Entity involves a Significant Obligor, any financial information and/or financial statements regarding such Significant Obligor that the Master Servicer may reasonably request of the Subservicer to enable the Master Servicer to be responsive to the informational requirements of Item 6 of Form 10-D and Item 1112(b) of Regulation AB referred to therein[reserved]; (C) any change in how the Subservicer Primary Servicer defines or determines delinquencies, charge-offs and uncollectible accounts with respect to the mortgage loans serviced by the Subservicer Primary Servicer hereunder, addressing the effect of any grace period, reaging, restructure, partial payments considered current or other practices on delinquency in loss experience; (D) any other material information regarding delinquencies and losses specific to the asset type represented by the mortgage loans serviced by the SubservicerPrimary Servicer, such as repossession information, foreclosure information and real estate owned (REO) or similar information; (E) information as to the mortgage loans serviced by the Subservicer Primary Servicer (such interest rate information to be provided for such mortgage loans, if applicable in appropriate distributional groups or incremental ranges); (F) information as to beginning and ending balances of transaction accounts, such as reserve accounts, and material account activity during the relevant period; and (G) such other information as the Master Servicer may reasonably request of the Subservicer Primary Servicer (the purpose of such information being to enable the Master Servicer and/or the Depositor to be responsive to the informational requirements of Form 10-D). (iii) Form 10-K Information (Other than Annual Compliance Information). In furtherance of Section 13.5 11.7 of the Pooling and Servicing Agreement, with respect to each ABS Issuing Entity (for so long as it is subject to Exchange Act reporting requirements), not later than March 1 of each year, the Subservicer Primary Servicer shall deliver to the Master Servicer a report (a "Subservicer Primary Servicer Form 10-K Information Report") setting forth the information specified below (excluding any report regarding its assessment of compliance, any report by a registered public accounting firm that attests to and reports on such assessment report, and any statement of compliance, which reports and statements shall be governed by Section 5.12(c)(iv4.01(c)(iv)), to the extent such information relates to the most recently ended calendar year and to the Subservicer Primary Servicer or the mortgage loans serviced by the Subservicer Primary Servicer hereunder: (A) a description of (x) any material legal proceedings that involve the Subservicer or a Significant Obligor Primary Servicer or to which any of its or such Significant Obligor's property is subject or (y) any changes in the status of such legal proceedings; (B) if any mortgage loan serviced hereunder and held by the applicable ABS Issuing Entity involves a Significant Obligor, any financial information and/or financial statements regarding such Significant Obligor that the Master Servicer may reasonably request of the Subservicer to enable the Master Servicer to be responsive to the informational requirements of Instruction J(2)(b) to Form 10-K and Item 1112(b) of Regulation AB referred to in such instruction[reserved]; (C) the following descriptions of affiliations: (I) a description of the existence and nature of any affiliation between the SubservicerPrimary Servicer, on the one hand, and (u) the Trustee, (v) a 20% Servicer, (w) an Originator, Originator or (x) a Significant Obligor, (y) an Enhancement Provider or (z) an Other Material PartyObligor for Unrelated Loans, on the other hand; and (II) a description of the existence and character of any relationship, agreement, arrangement, transaction or understanding between the Subservicer Primary Servicer or any affiliate of the SubservicerPrimary Servicer, on the one hand, and any of the persons described in clause (u) through clause (z) of Section 5.12(c)(iii)(C)(I4.01(c)(iii)(C)(I), on the other hand.