Common use of Annual Statements as to Compliance Clause in Contracts

Annual Statements as to Compliance. (a) The Servicer shall deliver to the Owner, to any master servicer and/or trustee which is master servicing or acting as trustee with respect to any of the Mortgage Loans pursuant to a Securitization (each, a “Master Servicer”) and to the Sarbanes Certifying Party not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the related Closing Date occurs) or (b) with respect to any calendar year during which the annual report of the entity which is the Depositor (or other party responsible for filing Form 10-K with the Commission (as defined below)) of the Mortgage Loans pursuant to a Securitization or other securitization transaction on Form 10-K is required to be filed in accordance with the Exchange Act, and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), an Officer’s Certificate stating, as to each signatory thereof, that (i) a review of the activities of the Servicer during the preceding fiscal year and of performance under this Agreement has been made under such officer’s supervision (ii) based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such fiscal year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof and the actions being taken by the Servicer to cure such default, and (iii) all reports and information provided to the Owner by the Servicer, pursuant to the Servicer’s reporting requirements under the Agreement, are accurate and complete in all material respects. Copies of such statement may be provided by the Owner to any Person identified as a prospective purchaser of the Mortgage Loans. (b) With respect to any Mortgage Loans that are subject to a Securitization, not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), an officer of the Servicer shall execute and deliver an Officer’s Certificate in the form attached hereto as Exhibit D to the Sarbanes Certifying Party for the benefit of the Master Servicer, the Sarbanes Certifying Party and their respective officers, directors and affiliates. (c) The Servicer shall indemnify and hold harmless the Master Servicer and the Sarbanes Certifying Party (any such person, an “Indemnified Party”) from and against any Losses and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer of its obligations under this Section 5.4 or Section 5.5, or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the Losses of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.4 or Section 5.5, or the Servicer’s material misstatement or omission, negligence, bad faith or willful misconduct in connection therewith. (d) It is acknowledged and agreed that each Master Servicer and the Sarbanes Certifying Party shall be an express third party beneficiary of the provisions of this Section 5.4 and shall be entitled independently to enforce the provisions of this Section 5.4 with respect to any obligations owed to such entity as if it were a direct party to this Agreement.

Annual Statements as to Compliance. (a) The Servicer shall deliver to the Owner, to any master servicer and/or trustee which is master servicing or acting as trustee with respect to any of the Mortgage Loans pursuant to a Securitization (each, a “"Master Servicer”") and to the Sarbanes Certifying Party not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the related Closing Date occurs) or (b) with respect to any calendar year during which the annual report of the entity which is the Depositor depositor (or other party responsible for filing Form 10-K with the Commission (as defined below)) of the Mortgage Loans pursuant to a Securitization or other securitization transaction (the "Depositor") on Form 10-K is required to be filed in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Securities Exchange Commission (the "Commission"), 15 calendar days before the date on which the Depositor’s 's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), an Officer’s 's Certificate stating, as to each signatory thereof, that (i) a review of the activities of the Servicer during the preceding fiscal year and of performance under this Agreement has been made under such officer’s 's supervision (ii) based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such fiscal year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof and the actions being taken by the Servicer to cure such default, and (iii) all reports and information provided to the Owner by the Servicer, pursuant to the Servicer’s 's reporting requirements under the Agreement, to the extent used or included in any reports filed under the Exchange Act by the Depositor are accurate and complete in all material respects. Copies of such statement may be provided by the Owner to any Person identified as a prospective purchaser of the Mortgage Loans. (b) With respect to any Mortgage Loans that are subject to a Securitization, not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s 's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s 's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), an officer of the Servicer shall execute and deliver an Officer’s 's Certificate in the form attached hereto as Exhibit D to the Sarbanes Certifying Party for the benefit of the Master Servicer, the Sarbanes Certifying Party and their respective officers, directors and affiliates. (c) The Servicer shall indemnify and hold harmless the Master Servicer and the Sarbanes Certifying Party (any such person, an “"Indemnified Party”") from and against any Losses and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer of its obligations under this Section 5.4 or Section 5.5, or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the Losses of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Servicer on the other in connection with a breach of the Servicer’s 's obligations under this Section 5.4 or Section 5.5, or the Servicer’s 's material misstatement or omission, negligence, bad faith or willful misconduct in connection therewith. (d) It is acknowledged and agreed that each Master Servicer and the Sarbanes Certifying Party shall be an express third party beneficiary of the provisions of this Section 5.4 and shall be entitled independently to enforce the provisions of this Section 5.4 with respect to any obligations owed to such entity as if it were a direct party to this Agreement.

Annual Statements as to Compliance. (a) The Servicer shall deliver will provide to the OwnerBorrower and the Documentation Agent, to any master servicer and/or trustee which is master servicing on or acting as trustee with respect to any of the Mortgage Loans pursuant to a Securitization (each, a “Master Servicer”) and to the Sarbanes Certifying Party not later than the earlier of (a) March before December 15 of each calendar year (other than the calendar year during which the related Closing Date occurs) or (b) with respect to any calendar year during which the an annual report signed by a Responsible Officer of the entity which is the Depositor (or other party responsible for filing Form 10-K with the Commission (as defined below)) of the Mortgage Loans pursuant to a Securitization or other securitization transaction on Form 10-K is required to be filed in accordance with the Exchange Act, and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), an Officer’s Certificate stating, as to each signatory thereof, Servicer certifying that (ia) a review of the activities of the Servicer during Servicer, and the Servicer’s performance pursuant to this Agreement, for the twelve-month period ending on the preceding fiscal September 30 of such year and of performance under this Agreement has been made under such officerPerson’s supervision and (iib) based on such review, the Servicer has fulfilled performed or has caused to be performed in all material respects all of its obligations under this Agreement throughout such fiscal year, or, twelve-month period and no Servicer Termination Event has occurred and is continuing (or if there a Servicer Termination Event has been a default in the fulfillment of any such obligationso occurred and is continuing, specifying each such default known to such officer and event, the nature and status thereof and the actions being taken by the steps necessary to remedy such event, and, if a Servicer to cure Termination Event occurred during such default, year and (iii) all reports and information provided no notice thereof has been given to the Owner by the ServicerDocumentation Agent, pursuant to the Servicer’s reporting requirements under the Agreement, are accurate and complete in all material respects. Copies of specifying such statement may be provided by the Owner to any Person identified as a prospective purchaser of the Mortgage Loans. (b) With respect to any Mortgage Loans that are subject to a Securitization, not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act Servicer Termination Event and the rules and regulations of the Commission, 15 calendar days steps taken to remedy such event). On or before the date on which such annual statement (or such nine-month period report, as the Depositor’s annual report on Form 10-K case may be) of the Servicer is required due in each year, the Servicer shall also cause to be filed delivered to the Documentation Agent a statement substantially in the form of Exhibit I hereto from a firm of internationally recognized independent public accountants which are reasonably satisfactory to the Facility Agent indicating that, based on procedures agreed upon by such firm and the Servicer and which are reasonably satisfactory to the Facility Agent, (i) that such firm has reviewed the Monthly Reports, Quarterly Reports, Servicer’s Certificates, Loan Lists and valuations reports from the Approved Valuation Agent received since the last review and applicable information from the Servicer, (ii) that the calculations within those Monthly Reports, Quarterly Reports and Servicer’s Certificates have been performed in accordance with the Exchange Act applicable provisions of this Agreement, (iii) the Aggregate Purchased Loan Balance and the rules and regulations Net Portfolio Collateral Balance as of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day)Payment Date, an officer (iv) the extent of compliance of the Collateral with the criteria set forth in the definitions of “Eligible Loans” and “Borrowing Base Eligible Loans,” and (v) each of the Loans in the Loan List conforms to the stated characteristics listed for such Loan. In the event such firm of independent public accountants requires the Facility Agent to agree to the procedures performed by such firm, the Facility Agent, without undertaking any obligation to pay fees or other amounts to such firm, shall do so at the direction of the Required Lenders, but need not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The independent public accountants report shall also indicate that the firm is independent of the Servicer and the Borrower within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. Upon receipt of any report or statement pursuant to this Section 7.12, the Documentation Agent shall execute and deliver an Officer’s Certificate in the form attached hereto as Exhibit D furnish a copy thereof to the Sarbanes Certifying Party for the benefit of the Master ServicerFacility Agent, each Managing Agent, the Sarbanes Certifying Party and their respective officers, directors and affiliates. (c) The Servicer shall indemnify and hold harmless the Master Backup Servicer and the Sarbanes Certifying Party (any such personRating Agency or, an “Indemnified Party”) from and against any Losses and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer of its obligations under this Section 5.4 or Section 5.5, or any material misstatement or omission, negligence, bad faith or willful misconduct notice of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable availability thereof (which notice may be delivered by the Indemnified Party as a result of the Losses of the Indemnified Party in email) make such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.4 or Section 5.5, or the Servicer’s material misstatement or omission, negligence, bad faith or willful misconduct in connection therewith. (d) It is acknowledged and agreed that each Master Servicer and the Sarbanes Certifying Party shall be an express third party beneficiary of the provisions of this Section 5.4 and shall be entitled independently to enforce the provisions of this Section 5.4 with respect to any obligations owed copy available to such entity as if it were a direct party to this Agreementparties via the Documentation Agent’s website.

Annual Statements as to Compliance. (a) The Master Servicer, the Trust Administrator, the Modification Oversight Agent and each Servicer shall deliver or otherwise make available (and the Master Servicer, the Trust Administrator, the Modification Oversight Agent and each Servicer shall cause any Additional Servicer engaged by it to deliver or otherwise make available) to the OwnerDepositor, to any master servicer and/or trustee which is master servicing the Trustee and the Trust Administrator on or acting as trustee with respect to any of the Mortgage Loans pursuant to a Securitization (each, a “Master Servicer”) and to the Sarbanes Certifying Party not later than the earlier of (a) before March 15 of each calendar year (other than the calendar year during which the related Closing Date occurs) or (b) with respect to any calendar year during which the annual report of the entity which is the Depositor (or other party responsible for filing Form 10-K with the Commission (as defined below)) of the Mortgage Loans pursuant to a Securitization or other securitization transaction on Form 10-K is required to be filed year, commencing in accordance with the Exchange Act, and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day)March 2007, an Officer’s Certificate (an “Item 1123 Certificate”) stating, as to each signatory the signer thereof, that (iA) a review of the such party’s activities of the Servicer during the preceding fiscal calendar year or portion thereof and of such party’s performance under this Agreement Agreement, or such other applicable agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (iiB) to the best of such officer’s knowledge, based on such review, the Servicer such party has fulfilled all of its obligations under this Agreement Agreement, or such other applicable agreement in the case of an Additional Servicer, in all material respects throughout such fiscal yearyear or portion thereof, or, if there has been a default in the fulfillment of failure to fulfill any such obligationobligation in any material respect, specifying each such default failure known to such officer and the nature and status thereof and thereof. Promptly after receipt of each such Item 1123 Certificate, the actions being taken by the Servicer to cure Depositor shall review such defaultItem 1123 Certificate and, and (iii) all reports and information provided if applicable, consult with each such party, as applicable, as to the Owner nature of any failures by such party, in the Servicer, pursuant to the Servicer’s reporting requirements under the Agreement, are accurate and complete in all material respects. Copies fulfillment of any of such statement may be provided by the Owner to any Person identified as a prospective purchaser of the Mortgage Loans. (b) With respect to any Mortgage Loans that are subject to a Securitization, not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositorparty’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (obligations hereunder or, in each casethe case of an Additional Servicer, if under such day is not a Business Day, the immediately preceding Business Day), an officer of the other applicable agreement. The Master Servicer shall execute and deliver an Officer’s include all Item 1123 Certificates received by it from each Servicer with its Item 1123 Certificate in the form attached hereto as Exhibit D to be submitted to the Sarbanes Certifying Party for Trust Administrator pursuant to this Section. In the benefit of event the Master Servicer, the Sarbanes Certifying Party and their respective officersTrust Administrator or any Additional Servicer engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, directors and affiliates. (c) or any applicable agreement in the case of an Additional Servicer, as the case may be, such party shall provide an Item 1123 Certificate pursuant to this Section 14.06 or to such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. The Master Servicer shall indemnify and hold harmless enforce any obligation of a Servicer to deliver to the Master Servicer an Item 1123 Certificate as may be required. The Master Servicer shall include such Item 1123 Certificate with its own Item 1123 Certificate to be submitted to the Certificate Insurer, the Trust Administrator, the Depositor and the Sarbanes Certifying Party (any such person, an “Indemnified Party”) from and against any Losses and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer of its obligations under Trustee pursuant to this Section 5.4 or Section 5.5, or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewithSection. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Servicer agrees that it shall contribute Notwithstanding anything to the amount paid or payable by the Indemnified Party contrary in this Section, Xxxxx Fargo in its capacity as a result of Servicer shall deliver its Item 1123 Certificate to the Losses of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.4 or Section 5.5, or the Servicer’s material misstatement or omission, negligence, bad faith or willful misconduct in connection therewith. (d) It is acknowledged and agreed that each Master Servicer and (only so long as Xxxxx Fargo is the Sarbanes Certifying Party shall be an express third party beneficiary of Master Servicer) who in turn will forward such items to the provisions of this Section 5.4 and shall be entitled independently to enforce the provisions of this Section 5.4 with respect to any obligations owed to such entity as if it were a direct party to this Agreementappropriate parties.

Annual Statements as to Compliance. (a) The Servicer shall deliver to the Owner, to any master servicer and/or trustee which is master servicing or acting as trustee with respect to any of the Mortgage Loans pursuant to a Securitization (each, a “"Master Servicer”") and to the Sarbanes Certifying Party not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the related Closing Date occurs) or (b) with respect to any calendar year during which the annual report of the entity which is the Depositor depositor (or other party responsible for filing Form 10-K with the Commission (as defined below)) of the Mortgage Loans pursuant to a Securitization or other securitization transaction (the "Depositor") on Form 10-K is required to be filed in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Securities Exchange Commission (the "Commission"), 15 calendar days before the date on which the Depositor’s 's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), an Officer’s 's Certificate stating, as to each signatory thereof, that (i) a review of the activities of the Servicer during the preceding fiscal year and of performance under this Agreement has been made under such officer’s 's supervision (ii) based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such fiscal year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof and the actions being taken by the Servicer to cure such default, and (iii) all reports and information provided to the Owner by the Servicer, pursuant to the Servicer’s 's reporting requirements under the Agreement, are accurate and complete in all material respects. Copies of such statement may be provided by the Owner to any Person identified as a prospective purchaser of the Mortgage Loans. (b) With respect to any Mortgage Loans that are subject to a Securitization, not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s 's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s 's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), an officer of the Servicer shall execute and deliver an Officer’s 's Certificate in the form attached hereto as Exhibit D to the Sarbanes Certifying Party for the benefit of the Master Servicer, the Sarbanes Certifying Party and their respective officers, directors and affiliates. (c) The Servicer shall indemnify and hold harmless the Master Servicer and the Sarbanes Certifying Party (any such person, an “"Indemnified Party”") from and against any Losses and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer of its obligations under this Section 5.4 or Section 5.5, or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the Losses of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Servicer on the other in connection with a breach of the Servicer’s 's obligations under this Section 5.4 or Section 5.5, or the Servicer’s 's material misstatement or omission, negligence, bad faith or willful misconduct in connection therewith. (d) It is acknowledged and agreed that each Master Servicer and the Sarbanes Certifying Party shall be an express third party beneficiary of the provisions of this Section 5.4 and shall be entitled independently to enforce the provisions of this Section 5.4 with respect to any obligations owed to such entity as if it were a direct party to this Agreement.

Annual Statements as to Compliance. (a) The Servicer shall deliver to the Owner, to any master servicer and/or trustee which is master servicing or acting as trustee with respect to any of the Mortgage Loans pursuant to a Securitization (each, a “Master Servicer”) and to the Sarbanes Certifying Party not Not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the related Closing Date occurs) or (b) with respect to any calendar year during which the annual report of the entity which is the Depositor (or other party responsible for filing Form 10-K with the Commission (as defined below)) of the Mortgage Loans pursuant to a Securitization or other securitization transaction on Form 10-K is required to be filed in accordance with the Exchange Act, and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), an Officer’s Certificate stating, as to each signatory thereof, that (i) a review of the activities of the Servicer during the preceding fiscal year and of performance under this Agreement has been made under such officer’s supervision (ii) based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such fiscal year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof and the actions being taken by the Servicer to cure such default, and (iii) all reports and information provided to the Owner by the Servicer, pursuant to the Servicer’s reporting requirements under the Agreement, are accurate and complete in all material respects. Copies of such statement may be provided by the Owner to any Person identified as a prospective purchaser of the Mortgage Loans. (b) With respect to any Mortgage Loans that are subject to a Securitization, not later than the earlier of (a) March 15 15th of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), an officer of (A) each Servicer, other than WFBNA, and the Servicer Modification Oversight Agent shall execute deliver to the Depositor, the Rating Agencies and the Trustee and (B) WFBNA shall deliver to the Trustee and the Trustee shall subsequently deliver to the Depositor and the Rating Agencies, an Officer’s Certificate in the form attached hereto (an “Annual Statement of Compliance”) stating, as Exhibit D to the Sarbanes Certifying Party for the benefit signer thereof, that (i) a review of the Master Serviceractivities of such Servicer during the preceding calendar year (or applicable portion thereof) and of the performance of such Servicer or the Modification Oversight Agent, as applicable, under this Agreement has been made under such officer’s supervision, and (ii) to the Sarbanes Certifying Party and their respective officersbest of such officer’s knowledge, directors and affiliates. (c) The based on such review, such Servicer shall indemnify and hold harmless the Master Servicer and the Sarbanes Certifying Party (any such personor Modification Oversight Agent, an “Indemnified Party”) from and against any Losses and related costsas applicable, judgments and other costs and expenses arising out of or based upon a breach by the Servicer of has fulfilled all its obligations under this Section 5.4 Agreement in all material respects throughout such year (or Section 5.5applicable portion thereof), or or, if there has been a failure to fulfill any such obligation in any material misstatement or omissionrespect, negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient specifying each failure known to hold harmless any Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the Losses of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand officer and the nature and status thereof. With respect to any Subservicer that meets the criteria of Item 1108(a)(2)(i) through (iii) of Regulation AB, the related Servicer shall deliver, on behalf of that Subservicer, the other Officer’s Certificate set forth in connection with a breach of the Servicer’s obligations under this Section 5.4 or Section 5.5, or the Servicer’s material misstatement or omission, negligence, bad faith or willful misconduct in connection therewith. (d) It is acknowledged 3.17 as and agreed that each Master Servicer and the Sarbanes Certifying Party shall be an express third party beneficiary of the provisions of this Section 5.4 and shall be entitled independently to enforce the provisions of this Section 5.4 when required with respect to any obligations owed to such entity as if it were a direct party to this AgreementServicer.

Annual Statements as to Compliance. (a) The Servicer shall deliver will provide to the OwnerBorrower and the Documentation Agent, to any master servicer and/or trustee which is master servicing on or acting as trustee with respect to any of the Mortgage Loans pursuant to a Securitization (each, a “Master Servicer”) and to the Sarbanes Certifying Party not later than the earlier of (a) March before December 15 of each calendar year (other than the calendar year during which the related Closing Date occurs) or (b) with respect to any calendar year during which the an annual report signed by a Responsible Officer of the entity which is the Depositor (or other party responsible for filing Form 10-K with the Commission (as defined below)) of the Mortgage Loans pursuant to a Securitization or other securitization transaction on Form 10-K is required to be filed in accordance with the Exchange Act, and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), an Officer’s Certificate stating, as to each signatory thereof, Servicer certifying that (ia) a review of the activities of the Servicer during Servicer, and the Servicer’s performance pursuant to this Agreement, for the twelve-month period ending on the preceding fiscal September 30 of such year and of performance under this Agreement has been made under such officerPerson’s supervision and (iib) based on such review, the Servicer has fulfilled performed or has caused to be performed in all material respects all of its obligations under this Agreement throughout such fiscal year, or, twelve-month period and no Servicer Termination Event has occurred and is continuing (or if there a Servicer Termination Event has been a default in the fulfillment of any such obligationso occurred and is continuing, specifying each such default known to such officer and event, the nature and status thereof and the actions being taken by the steps necessary to remedy such event, and, if a Servicer to cure Termination Event occurred during such default, year and (iii) all reports and information provided no notice thereof has been given to the Owner by the ServicerDocumentation Agent, pursuant to the Servicer’s reporting requirements under the Agreement, are accurate and complete in all material respects. Copies of specifying such statement may be provided by the Owner to any Person identified as a prospective purchaser of the Mortgage Loans. (b) With respect to any Mortgage Loans that are subject to a Securitization, not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act Servicer Termination Event and the rules and regulations of the Commission, 15 calendar days steps taken to remedy such event). On or before the date on which such annual statement (or such nine-month period report, as the Depositor’s annual report on Form 10-K case may be) of the Servicer is required due in each year, the Servicer shall also cause to be filed delivered to the Documentation Agent a statement substantially in the form of Exhibit I hereto from a firm of nationally recognized independent public accountants which are reasonably satisfactory to the Facility Agent indicating that, based on procedures agreed upon by such firm and the Servicer and which are reasonably satisfactory to the Facility Agent, (i) that such firm has reviewed the Monthly Reports, Quarterly Reports, Servicer’s Certificates, Loan Lists and valuations reports from the Approved Valuation Agent received since the last review and applicable information from the Servicer, (ii) that the calculations within those Monthly Reports, Quarterly Reports and Servicer’s Certificates have been performed in accordance with the Exchange Act applicable provisions of this Agreement, (iii) the Aggregate Purchased Loan Balance and the rules and regulations Net Portfolio Collateral Balance as of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day)Payment Date, an officer (iv) the extent of compliance of the Collateral with the criteria set forth in the definitions of “Eligible Loans” and “Borrowing Base Eligible Loans,” and (v) each of the Loans in the Loan List conforms to the stated characteristics listed for such Loan. In the event such firm of independent public accountants requires the Facility Agent to agree to the procedures performed by such firm, the Facility Agent, without undertaking any obligation to pay fees or other amounts to such firm, shall do so at the direction of the Required Lenders, but need not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The independent public accountants report shall also indicate that the firm is independent of the Servicer and the Borrower within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. Upon receipt of any report or statement pursuant to this Section 7.12, the Documentation Agent shall execute and deliver an Officer’s Certificate in the form attached hereto as Exhibit D furnish a copy thereof to the Sarbanes Certifying Party for Facility Agent, each Managing Agent and the benefit Backup Servicer or, upon notice of the Master Servicer, the Sarbanes Certifying Party and their respective officers, directors and affiliates. availability thereof (cwhich notice may be delivered by email) The Servicer shall indemnify and hold harmless the Master Servicer and the Sarbanes Certifying Party (any make such person, an “Indemnified Party”) from and against any Losses and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer of its obligations under this Section 5.4 or Section 5.5, or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the Losses of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.4 or Section 5.5, or the Servicer’s material misstatement or omission, negligence, bad faith or willful misconduct in connection therewith. (d) It is acknowledged and agreed that each Master Servicer and the Sarbanes Certifying Party shall be an express third party beneficiary of the provisions of this Section 5.4 and shall be entitled independently to enforce the provisions of this Section 5.4 with respect to any obligations owed copy available to such entity as if it were a direct party to this Agreementparties via the Documentation Agent’s website.

Annual Statements as to Compliance. (a) The Servicer shall deliver will provide to the OwnerBorrower and the Documentation Agent, to any master servicer and/or trustee which is master servicing on or acting as trustee with respect to any of the Mortgage Loans pursuant to a Securitization (each, a “Master Servicer”) and to the Sarbanes Certifying Party not later than the earlier of (a) March before May 15 of each calendar year (other than the calendar year during which the related Closing Date occurs) or (b) with respect to any calendar year during which the an annual report signed by a Responsible Officer of the entity which is the Depositor (or other party responsible for filing Form 10-K with the Commission (as defined below)) of the Mortgage Loans pursuant to a Securitization or other securitization transaction on Form 10-K is required to be filed in accordance with the Exchange Act, and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), an Officer’s Certificate stating, as to each signatory thereof, Servicer certifying that (ia) a review of the activities of the Servicer during Servicer, and the Servicer’s performance pursuant to this Agreement, for the twelve-month period ending on the preceding fiscal March 31 of such year and of performance under this Agreement has been made under such officerPerson’s supervision and (iib) based on such review, the Servicer has fulfilled performed or has caused to be performed in all material respects all of its obligations under this Agreement throughout such fiscal year, or, twelve-month period and no Servicer Termination Event has occurred and is continuing (or if there a Servicer Termination Event has been a default in the fulfillment of any such obligationso occurred and is continuing, specifying each such default known to such officer and event, the nature and status thereof and the actions being taken by the steps necessary to remedy such event, and, if a Servicer to cure Termination Event occurred during such default, year and (iii) all reports and information provided no notice thereof has been given to the Owner by the ServicerDocumentation Agent, pursuant to the Servicer’s reporting requirements under the Agreement, are accurate and complete in all material respects. Copies of specifying such statement may be provided by the Owner to any Person identified as a prospective purchaser of the Mortgage Loans. (b) With respect to any Mortgage Loans that are subject to a Securitization, not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act Servicer Termination Event and the rules and regulations of the Commission, 15 calendar days steps taken to remedy such event). On or before the date on which such annual statement (or such nine-month period report, as the Depositor’s annual report on Form 10-K case may be) of the Servicer is required due in each year, the Servicer shall also cause to be filed delivered to the Documentation Agent a statement substantially in the form of Exhibit I hereto from a firm of internationally recognized independent public accountants which are reasonably satisfactory to the Facility Agent indicating that, based on procedures agreed upon by such firm and the Servicer and which are reasonably satisfactory to the Facility Agent, (i) that such firm has reviewed the Monthly Reports, Quarterly Reports, Servicer’s Certificates, Loan Lists and valuations reports from the Approved Valuation Agent received since the last review and applicable information from the Servicer, (ii) that the calculations within those Monthly Reports, Quarterly Reports and Servicer’s Certificates have been performed in accordance with the Exchange Act applicable provisions of this Agreement, (iii) the Aggregate Purchased Loan Balance and the rules and regulations Net Portfolio Collateral Balance as of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day)Payment Date, an officer (iv) the extent of compliance of the Collateral with the criteria set forth in the definitions of “Eligible Loans” and “Borrowing Base Eligible Loans,” and (v) each of the Loans in the Loan List conforms to the stated characteristics listed for such Loan. In the event such firm of independent public accountants requires the Facility Agent to agree to the procedures performed by such firm, the Facility Agent, without undertaking any obligation to pay fees or other amounts to such firm, shall do so at the direction of the Majority Lenders, but need not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The independent public accountants report shall also indicate that the firm is independent of the Servicer and the Borrower within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. Upon receipt of any report or statement pursuant to this Section 7.12, the Documentation Agent shall execute and deliver an Officer’s Certificate in the form attached hereto as Exhibit D furnish a copy thereof to the Sarbanes Certifying Party for the benefit of the Master ServicerFacility Agent, each Managing Agent, the Sarbanes Certifying Party and their respective officers, directors and affiliates. (c) The Servicer shall indemnify and hold harmless the Master Backup Servicer and the Sarbanes Certifying Party (any such personRating Agency or, an “Indemnified Party”) from and against any Losses and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer of its obligations under this Section 5.4 or Section 5.5, or any material misstatement or omission, negligence, bad faith or willful misconduct notice of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable availability thereof (which notice may be delivered by the Indemnified Party as a result of the Losses of the Indemnified Party in email) make such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.4 or Section 5.5, or the Servicer’s material misstatement or omission, negligence, bad faith or willful misconduct in connection therewith. (d) It is acknowledged and agreed that each Master Servicer and the Sarbanes Certifying Party shall be an express third party beneficiary of the provisions of this Section 5.4 and shall be entitled independently to enforce the provisions of this Section 5.4 with respect to any obligations owed copy available to such entity as if it were a direct party to this Agreementparties via the Documentation Agent’s website.

Annual Statements as to Compliance. (a) The Servicer shall deliver to the Owner, to any master servicer and/or trustee which is master servicing or acting as trustee with respect to any of the Mortgage Loans pursuant to a Securitization (each, a “Master Servicer”) and to the Sarbanes Certifying Party not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the related Closing Date occurs) or (b) with respect to any calendar year during which the annual report of the entity which is the Depositor (or other party responsible for filing Form 10-K with the Commission (as defined below)) of the Mortgage Loans pursuant to a Securitization or other securitization transaction on Form 10-K is required to be filed in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), an Officer’s Certificate stating, as to each signatory thereof, that (i) a review of the activities of the Servicer during the preceding fiscal year and of performance under this Agreement has been made under such officer’s supervision (ii) based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such fiscal year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof and the actions being taken by the Servicer to cure such default, and (iii) all reports and information provided to the Owner by the Servicer, pursuant to the Servicer’s reporting requirements under the Agreement, to the extent used or included in any reports filed under the Exchange Act by the Depositor are accurate and complete in all material respects. Copies of such statement may be provided by the Owner to any Person identified as a prospective purchaser of the Mortgage Loans. (b) With respect to any Mortgage Loans that are subject to a Securitization, not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), an officer of the Servicer shall execute and deliver an Officer’s Certificate in the form attached hereto as Exhibit D to the Sarbanes Certifying Party for the benefit of the Master Servicer, the Sarbanes Certifying Party and their respective officers, directors and affiliates. (c) The Servicer shall indemnify and hold harmless the Master Servicer and the Sarbanes Certifying Party (any such person, an “Indemnified Party”) from and against any Losses and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer of its obligations under this Section 5.4 or Section 5.5, or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the Losses of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.4 or Section 5.5, or the Servicer’s material misstatement or omission, negligence, bad faith or willful misconduct in connection therewith. (d) It is acknowledged and agreed that each Master Servicer and the Sarbanes Certifying Party shall be an express third party beneficiary of the provisions of this Section 5.4 and shall be entitled independently to enforce the provisions of this Section 5.4 with respect to any obligations owed to such entity as if it were a direct party to this Agreement.

Annual Statements as to Compliance. (a) The Servicer shall deliver to the Owner, to any master servicer and/or trustee which is master servicing or acting as trustee with respect to any of the Mortgage Loans pursuant to a Securitization (each, a “"Master Servicer”") and to the Sarbanes Certifying Party not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the related Closing Date occurs) or (b) with respect to any calendar year during which the annual report of the entity which is the Depositor (or other party responsible for filing Form 10-K with the Commission (as defined below)) of the Mortgage Loans pursuant to a Securitization or other securitization transaction on Form 10-K is required to be filed in accordance with the Exchange Act, and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s 's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), an Officer’s 's Certificate stating, as to each signatory thereof, that (i) a review of the activities of the Servicer during the preceding fiscal year and of performance under this Agreement has been made under such officer’s 's supervision (ii) based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such fiscal year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof and the actions being taken by the Servicer to cure such default, and (iii) all reports and information provided to the Owner by the Servicer, pursuant to the Servicer’s 's reporting requirements under the Agreement, are accurate and complete in all material respects. Copies of such statement may be provided by the Owner to any Person identified as a prospective purchaser of the Mortgage Loans. (b) With respect to any Mortgage Loans that are subject to a Securitization, not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s 's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s 's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), an officer of the Servicer shall execute and deliver an Officer’s 's Certificate in the form attached hereto as Exhibit D to the Sarbanes Certifying Party for the benefit of the Master Servicer, the Sarbanes Certifying Party and their respective officers, directors and affiliates. (c) The Servicer shall indemnify and hold harmless the Master Servicer and the Sarbanes Certifying Party (any such person, an “"Indemnified Party”") from and against any Losses and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer of its obligations under this Section 5.4 or Section 5.5, or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the Losses of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Servicer on the other in connection with a breach of the Servicer’s 's obligations under this Section 5.4 or Section 5.5, or the Servicer’s 's material misstatement or omission, negligence, bad faith or willful misconduct in connection therewith. (d) It is acknowledged and agreed that each Master Servicer and the Sarbanes Certifying Party shall be an express third party beneficiary of the provisions of this Section 5.4 and shall be entitled independently to enforce the provisions of this Section 5.4 with respect to any obligations owed to such entity as if it were a direct party to this Agreement.

Annual Statements as to Compliance. (a) The Servicer shall deliver will provide to the OwnerBorrower and the Documentation Agent, to any master servicer and/or trustee which is master servicing on or acting as trustee with respect to any of the Mortgage Loans pursuant to a Securitization (each, a “Master Servicer”) and to the Sarbanes Certifying Party not later than the earlier of (a) March before December 15 of each calendar year (other than the calendar year during which the related Closing Date occurs) or (b) with respect to any calendar year during which the an annual report signed by a Responsible Officer of the entity which is the Depositor (or other party responsible for filing Form 10-K with the Commission (as defined below)) of the Mortgage Loans pursuant to a Securitization or other securitization transaction on Form 10-K is required to be filed in accordance with the Exchange Act, and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), an Officer’s Certificate stating, as to each signatory thereof, Servicer certifying that (ia) a review of the activities of the Servicer during Servicer, and the Servicer’s performance pursuant to this Agreement, for the twelve-month period ending on the preceding fiscal September 30 of such year and of performance under this Agreement has been made under such officerPerson’s supervision and (iib) based on such review, the Servicer has fulfilled performed or has caused to be performed in all material respects all of its obligations under this Agreement throughout such fiscal year, or, twelve-month period and no Servicer Termination Event has occurred and is continuing (or if there a Servicer Termination Event has been a default in the fulfillment of any such obligationso occurred and is continuing, specifying each such default known to such officer and event, the nature and status thereof and the actions being taken by the steps necessary to remedy such event, and, if a Servicer to cure Termination Event occurred during such default, year and (iii) all reports and information provided no notice thereof has been given to the Owner by the ServicerDocumentation Agent, pursuant to the Servicer’s reporting requirements under the Agreement, are accurate and complete in all material respects. Copies of specifying such statement may be provided by the Owner to any Person identified as a prospective purchaser of the Mortgage Loans. (b) With respect to any Mortgage Loans that are subject to a Securitization, not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act Servicer Termination Event and the rules and regulations of the Commission, 15 calendar days steps taken to remedy such event). On or before the date on which such annual statement (or such nine-month period report, as the Depositor’s annual report on Form 10-K case may be) of the Servicer is required due in each year, the Servicer shall also cause to be filed delivered to the Documentation Agent a statement substantially in the form of Exhibit I hereto from {B2297203; 11} - 58 - a firm of internationally recognized independent public accountants which are reasonably satisfactory to the Facility Agent indicating that, based on procedures agreed upon by such firm and the Servicer and which are reasonably satisfactory to the Facility Agent, (i) that such firm has reviewed the Monthly Reports, Quarterly Reports, Servicer’s Certificates, Loan Lists and valuations reports from the Approved Valuation Agent received since the last review and applicable information from the Servicer, (ii) that the calculations within those Monthly Reports, Quarterly Reports and Servicer’s Certificates have been performed in accordance with the Exchange Act applicable provisions of this Agreement, (iii) the Aggregate Purchased Loan Balance and the rules and regulations Net Portfolio Collateral Balance as of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day)Payment Date, an officer (iv) the extent of compliance of the Collateral with the criteria set forth in the definitions of “Eligible Loans” and “Borrowing Base Eligible Loans,” and (v) each of the Loans in the Loan List conforms to the stated characteristics listed for such Loan. In the event such firm of independent public accountants requires the Facility Agent to agree to the procedures performed by such firm, the Facility Agent, without undertaking any obligation to pay fees or other amounts to such firm, shall do so at the direction of the Required Lenders, but need not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The independent public accountants report shall also indicate that the firm is independent of the Servicer and the Borrower within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. Upon receipt of any report or statement pursuant to this Section 7.12, the Documentation Agent shall execute and deliver an Officer’s Certificate in the form attached hereto as Exhibit D furnish a copy thereof to the Sarbanes Certifying Party for Facility Agent, each Managing Agent and the benefit Backup Servicer or, upon notice of the Master Servicer, the Sarbanes Certifying Party and their respective officers, directors and affiliates. availability thereof (cwhich notice may be delivered by email) The Servicer shall indemnify and hold harmless the Master Servicer and the Sarbanes Certifying Party (any make such person, an “Indemnified Party”) from and against any Losses and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer of its obligations under this Section 5.4 or Section 5.5, or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the Losses of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.4 or Section 5.5, or the Servicer’s material misstatement or omission, negligence, bad faith or willful misconduct in connection therewith. (d) It is acknowledged and agreed that each Master Servicer and the Sarbanes Certifying Party shall be an express third party beneficiary of the provisions of this Section 5.4 and shall be entitled independently to enforce the provisions of this Section 5.4 with respect to any obligations owed copy available to such entity as if it were a direct party to this Agreementparties via the Documentation Agent’s website.

Annual Statements as to Compliance. (a) The Servicer shall deliver will provide to the OwnerBorrower and the Documentation Agent, to any master servicer and/or trustee which is master servicing on or acting as trustee with respect to any of the Mortgage Loans pursuant to a Securitization (each, a “Master Servicer”) and to the Sarbanes Certifying Party not later than the earlier of (a) March before May 15 of each calendar year (other than the calendar year during which the related Closing Date occurs) or (b) with respect to any calendar year during which the an annual report signed by a Responsible Officer of the entity which is the Depositor (or other party responsible for filing Form 10-K with the Commission (as defined below)) of the Mortgage Loans pursuant to a Securitization or other securitization transaction on Form 10-K is required to be filed in accordance with the Exchange Act, and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), an Officer’s Certificate stating, as to each signatory thereof, Servicer certifying that (ia) a review of the activities of the Servicer during Servicer, and the Servicer’s performance pursuant to this Agreement, for the twelve-month period (or, with respect to the first report after the Restatement Effective Date, the nine-month period) ending on the preceding fiscal March 31 of such year and of performance under this Agreement has been made under such officerPerson’s supervision and (iib) based on such review, the Servicer has fulfilled performed or has caused to be performed in all material respects all of its obligations under this Agreement throughout such fiscal yeartwelve-month period (or nine-month period, or, as the case may be) and no Servicer Termination Event has occurred and is continuing (or if there a Servicer Termination Event has been a default in the fulfillment of any such obligationso occurred and is continuing, specifying each such default known to such officer and event, the nature and status thereof and the actions being taken by the steps necessary to remedy such event, and, if a Servicer to cure Termination Event occurred during such default, year and (iii) all reports and information provided no notice thereof has been given to the Owner by the ServicerDocumentation Agent, pursuant to the Servicer’s reporting requirements under the Agreement, are accurate and complete in all material respects. Copies of specifying such statement may be provided by the Owner to any Person identified as a prospective purchaser of the Mortgage Loans. (b) With respect to any Mortgage Loans that are subject to a Securitization, not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act Servicer Termination Event and the rules and regulations of the Commission, 15 calendar days steps taken to remedy such event). On or before the date on which such annual statement (or such nine-month period report, as the Depositor’s annual report on Form 10-K case may be) of the Servicer is required due in each year, the Servicer shall also cause to be filed delivered to the Documentation Agent a statement substantially in the form of Exhibit I hereto from a firm of internationally recognized independent public accountants which are reasonably satisfactory to the Facility Agent indicating that, based on procedures agreed upon by such firm and the Servicer and which are reasonably satisfactory to the Facility Agent, (i) that such firm has reviewed the Monthly Reports, Quarterly Reports, Servicer’s Certificates, Loan Lists and valuations reports from the Approved Valuation Agent received since the last review and applicable information from the Servicer, (ii) that the calculations within those Monthly Reports, Quarterly Reports and Servicer’s Certificates have been performed in accordance with the Exchange Act applicable provisions of this Agreement, (iii) the Aggregate Purchased Loan Balance and the rules and regulations Net Portfolio Collateral Balance as of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day)Payment Date, an officer (iv) the extent of compliance of the Collateral with the criteria set forth in the definitions of “Eligible Loans” and “Borrowing Base Eligible Loans,” and (v) each of the Loans in the Loan List conforms to the stated characteristics listed for such Loan. In the event such firm of independent public accountants requires the Facility Agent to agree to the procedures performed by such firm, the Facility Agent, without undertaking any obligation to pay fees or other amounts to such firm, shall do so at the direction of the Majority Lenders, but need not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The independent public accountants report shall also indicate that the firm is independent of the Servicer and the Borrower within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. Upon receipt of any report or statement pursuant to this Section 7.12, the Documentation Agent shall execute and deliver an Officer’s Certificate in the form attached hereto as Exhibit D furnish a copy thereof to the Sarbanes Certifying Party for the benefit of the Master ServicerFacility Agent, each Managing Agent, the Sarbanes Certifying Party and their respective officers, directors and affiliates. (c) The Servicer shall indemnify and hold harmless the Master Backup Servicer and the Sarbanes Certifying Party (any such personRating Agency or, an “Indemnified Party”) from and against any Losses and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer of its obligations under this Section 5.4 or Section 5.5, or any material misstatement or omission, negligence, bad faith or willful misconduct notice of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable availability thereof (which notice may be delivered by the Indemnified Party as a result of the Losses of the Indemnified Party in email) make such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.4 or Section 5.5, or the Servicer’s material misstatement or omission, negligence, bad faith or willful misconduct in connection therewith. (d) It is acknowledged and agreed that each Master Servicer and the Sarbanes Certifying Party shall be an express third party beneficiary of the provisions of this Section 5.4 and shall be entitled independently to enforce the provisions of this Section 5.4 with respect to any obligations owed copy available to such entity as if it were a direct party to this Agreementparties via the Documentation Agent’s website.

Annual Statements as to Compliance. (a) The Servicer shall deliver to the Owner, to any master servicer and/or trustee which is master servicing or acting as trustee with respect to any of the Mortgage Loans pursuant to a Securitization (each, a “"Master Servicer”") and to the Sarbanes Certifying Party not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the related Closing Date occurs) or (b) with respect to any calendar year during which the annual report of the entity which is the Depositor (or other party responsible for filing Form 10-K with the Commission (as defined below)) of the Mortgage Loans pursuant to a Securitization or other securitization transaction on Form 10-K is required to be filed in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s 's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), an Officer’s 's Certificate stating, as to each signatory thereof, that (i) a review of the activities of the Servicer during the preceding fiscal year and of performance under this Agreement has been made under such officer’s 's supervision (ii) based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such fiscal year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof and the actions being taken by the Servicer to cure such default, and (iii) all reports and information provided to the Owner by the Servicer, pursuant to the Servicer’s 's reporting requirements under the Agreement, to the extent used or included in any reports filed under the Exchange Act by the Depositor are accurate and complete in all material respects. Copies of such statement may be provided by the Owner to any Person identified as a prospective purchaser of the Mortgage Loans. (b) With respect to any Mortgage Loans that are subject to a Securitization, not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s 's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s 's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), an officer of the Servicer shall execute and deliver an Officer’s 's Certificate in the form attached hereto as Exhibit D to the Sarbanes Certifying Party for the benefit of the Master Servicer, the Sarbanes Certifying Party and their respective officers, directors and affiliates. (c) The Servicer shall indemnify and hold harmless the Master Servicer and the Sarbanes Certifying Party (any such person, an “"Indemnified Party”") from and against any Losses and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer of its obligations under this Section 5.4 or Section 5.5, or any material misstatement or omission, negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the Losses of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Servicer on the other in connection with a breach of the Servicer’s 's obligations under this Section 5.4 or Section 5.5, or the Servicer’s 's material misstatement or omission, negligence, bad faith or willful misconduct in connection therewith. (d) It is acknowledged and agreed that each Master Servicer and the Sarbanes Certifying Party shall be an express third party beneficiary of the provisions of this Section 5.4 and shall be entitled independently to enforce the provisions of this Section 5.4 with respect to any obligations owed to such entity as if it were a direct party to this Agreement.

Annual Statements as to Compliance. (a) The Commencing in the calendar year following the date of this Agreement, each Servicer shall deliver to the Owner, to any master servicer and/or trustee which is master servicing Master Servicer on or acting as trustee with respect to any of the Mortgage Loans pursuant to a Securitization (each, a “Master Servicer”) and to the Sarbanes Certifying Party not later than the earlier of (a) March 15 before February 28th of each calendar year (other than the calendar year during which the related Closing Date occurs) or (b) with respect to any calendar year during which the annual report of the entity which is the Depositor (or other party responsible for filing Form 10-K with the Commission (as defined below)) of the Mortgage Loans pursuant to a Securitization or other securitization transaction on Form 10-K is required to be filed in accordance with the Exchange Act, and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), an Officer’s 's Certificate stating, as to each signatory the signer thereof, that (ia) a review of the activities of the such Servicer during the preceding fiscal calendar year and of the performance of such Servicer under this Agreement has been made under such officer’s supervision 's supervision, and (iib) to the best of such officer's knowledge, based on such review, the such Servicer has fulfilled all of its obligations under this Agreement throughout such fiscal year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof and thereof. Commencing in the actions being taken by calendar year following the date of this Agreement, the Master Servicer to cure such default, and (iii) all reports and information provided shall deliver to the Owner by the Servicer, pursuant to the Servicer’s reporting requirements under the Agreement, are accurate and complete in all material respects. Copies of such statement may be provided by the Owner to any Person identified as a prospective purchaser of the Mortgage Loans. (b) With respect to any Mortgage Loans that are subject to a Securitization, not later than the earlier of (a) March 15 Depositor on or before February 28th of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), an officer Officer's Certificate, certifying that with respect to the period ending December 31 of the prior year: (i) such Servicing Officer has reviewed the activities of such Master Servicer shall execute during the preceding calendar year or portion thereof and deliver an Officer’s Certificate in the form attached hereto as Exhibit D its performance under this Agreement, (ii) to the Sarbanes Certifying Party for the benefit best of the Master Servicersuch Servicing Officer's knowledge, the Sarbanes Certifying Party and their respective officersbased on such review, directors and affiliates. (c) The Servicer shall indemnify and hold harmless the such Master Servicer has performed and the Sarbanes Certifying Party (any such personfulfilled its duties, an “Indemnified Party”) from responsibilities and against any Losses and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer of its obligations under this Section 5.4 Agreement in all material respects throughout such year, or, if there has been a default in the fulfillment of any such duties, responsibilities or Section 5.5obligations, or any material misstatement or omissionspecifying each such default known to such Servicing Officer and the nature and status thereof, negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Servicer agrees that it shall contribute (iii) nothing has come to the amount paid attention of such Servicing Officer to lead such Servicing Officer to believe that any Servicer has failed to perform any of its duties, responsibilities and obligations under its Servicing Agreement in all material respects throughout such year, or, if there has been a material default in the performance or payable by the Indemnified Party as a result fulfillment of the Losses of the Indemnified Party in any such proportion as is appropriate duties, responsibilities or obligations, specifying each such default known to reflect the relative fault of the Indemnified Party on the one hand such Servicing Officer and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.4 or Section 5.5, or the Servicer’s material misstatement or omission, negligence, bad faith or willful misconduct in connection therewithnature and status thereof. (d) It is acknowledged and agreed that each Master Servicer and the Sarbanes Certifying Party shall be an express third party beneficiary of the provisions of this Section 5.4 and shall be entitled independently to enforce the provisions of this Section 5.4 with respect to any obligations owed to such entity as if it were a direct party to this Agreement.