Common use of Annual Statements as to Compliance Clause in Contracts

Annual Statements as to Compliance. (a) The Master Servicer shall deliver to the Depositor and the Indenture Trustee on or before March 1 of each applicable calendar year, commencing in 20[ ], an Officer’s Certificate stating, as to the signer thereof, that (i) a review of the activities of the Master Servicer during the preceding fiscal year and of the performance of the Master Servicer under this Agreement has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on such review, the Master Servicer has fulfilled all of its material obligations under this Agreement throughout such year, or, if there has been a material default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Upon request, the Indenture Trustee shall forward a copy of each such statement to each Rating Agency and each Underwriter. (b) On or before March 1 of each calendar year, the Master Servicer shall deliver to the Depositor and the Indenture Trustee a report regarding its assessment of compliance with the servicing criteria specified in paragraph (d) of Item 1122 of Regulation AB (§ 229.1122(d)), as of and for the period ending the end of each fiscal year, with respect to asset-backed security transactions taken as a whole involving the Master Servicer, and that are backed by the same asset type as the Mortgage Loans. Each such report shall include all of the statements required under paragraph (a) of Item 1122 of Regulation AB (§ 229.1122(a)). (c) Copies of such statements shall be provided to any Securityholder upon request, by the Master Servicer or by the Indenture Trustee at the Master Servicer’s expense if the Master Servicer failed to provide such copies (unless (i) the Master Servicer shall have failed to provide the Indenture Trustee with such statement or (ii) the Indenture Trustee shall be unaware of the Master Servicer’s failure to provide such statement. (d) The Master Servicer shall promptly notify the Depositor and the Indenture Trustee (i) of any legal proceedings pending against the Master Servicer of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Master Servicer shall become (but only to the extent not previously disclosed to the Indenture Trustee and the Depositor) at any time an affiliate of any of the Seller, the Indenture Trustee or any Servicer, Subservicer, Subcontractor or “Originator” contemplated by Item 1110 (§ 229.1110) of Regulation AB, any significant obligor contemplated by Item 1112 (§ 229.1112) of Regulation AB, any enhancement or support provider contemplated by Items 1114 or 1115 (§§ 229.1114-1115) of Regulation AB or any other material party to the Trust contemplated by Item 1100(d)(1) (§ 229.1100(d)(1)) of Regulation AB.

Annual Statements as to Compliance. Not later than the earlier of (a) The Master Servicer March 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), (A) each Servicer, other than WFBNA, shall 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 Indenture Trustee on or before March 1 of each applicable calendar year, commencing in 20[ ]Rating Agencies, an Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to the signer thereof, that (i) a review of the activities of the Master such Servicer during the preceding fiscal calendar year (or applicable portion thereof) and of the performance of the Master such Servicer under this Agreement has been made under such officer’s supervision supervision, and (ii) to the best of such officer’s knowledge, based on such review, the Master such Servicer has fulfilled all of its material obligations under this Agreement in all material respects throughout such yearyear (or applicable portion thereof), or, if there has been a material 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. Upon request, With respect to any Subservicer that meets the Indenture Trustee shall forward a copy of each such statement to each Rating Agency and each Underwriter. (b) On or before March 1 of each calendar year, the Master Servicer shall deliver to the Depositor and the Indenture Trustee a report regarding its assessment of compliance with the servicing criteria specified in paragraph (d) of Item 1122 of Regulation AB 1108(a)(2)(i) through (§ 229.1122(d)), as of and for the period ending the end of each fiscal year, with respect to asset-backed security transactions taken as a whole involving the Master Servicer, and that are backed by the same asset type as the Mortgage Loans. Each such report shall include all of the statements required under paragraph (a) of Item 1122 of Regulation AB (§ 229.1122(a)). (c) Copies of such statements shall be provided to any Securityholder upon request, by the Master Servicer or by the Indenture Trustee at the Master Servicer’s expense if the Master Servicer failed to provide such copies (unless (i) the Master Servicer shall have failed to provide the Indenture Trustee with such statement or (ii) the Indenture Trustee shall be unaware of the Master Servicer’s failure to provide such statement. (d) The Master Servicer shall promptly notify the Depositor and the Indenture Trustee (i) of any legal proceedings pending against the Master Servicer of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Master Servicer shall become (but only to the extent not previously disclosed to the Indenture Trustee and the Depositor) at any time an affiliate of any of the Seller, the Indenture Trustee or any Servicer, Subservicer, Subcontractor or “Originator” contemplated by Item 1110 (§ 229.1110iii) of Regulation AB, any significant obligor contemplated by Item 1112 (§ 229.1112) the related Servicer shall deliver, on behalf of Regulation ABthat Subservicer, any enhancement or support provider contemplated by Items 1114 or 1115 (§§ 229.1114-1115) of Regulation AB or any other material party the Officer’s Certificate set forth in this Section 3.17 as and when required with respect to the Trust contemplated by Item 1100(d)(1) (§ 229.1100(d)(1)) of Regulation ABsuch Servicer.

Annual Statements as to Compliance. Not later than the earlier of (a) The Master Servicer March 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), (A) each Servicer, other than WFBNA, shall 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 Indenture Trustee on or before March 1 of each applicable calendar year, commencing in 20[ ]Rating Agencies, an Officer’s Certificate stating, as to the signer thereof, that (i) a review of the activities of the Master such Servicer during the preceding fiscal calendar year and of the performance of the Master such Servicer under this Agreement has been made under such officer’s supervision supervision, and (ii) to the best of such officer’s knowledge, based on such review, the Master such Servicer has fulfilled all of its material obligations under this Agreement in all material respects throughout such year, or, if there has been a material default in the fulfillment of any such obligationobligation in any material respect, specifying each such material default known to such officer and the nature and status thereof. Upon request, the Indenture Trustee shall forward a copy of each such statement to each Rating Agency and each Underwriter. (b) On or before March 1 of each calendar year, the Master Servicer shall deliver to the Depositor thereof and the Indenture Trustee a report regarding its assessment of compliance with action being taken by such Servicer to cure such material default. With respect to any Subservicer that meets the servicing criteria specified in paragraph (d) of Item 1122 of Regulation AB 1108(a)(2)(i) through (§ 229.1122(d)), as of and for the period ending the end of each fiscal year, with respect to asset-backed security transactions taken as a whole involving the Master Servicer, and that are backed by the same asset type as the Mortgage Loans. Each such report shall include all of the statements required under paragraph (a) of Item 1122 of Regulation AB (§ 229.1122(a)). (c) Copies of such statements shall be provided to any Securityholder upon request, by the Master Servicer or by the Indenture Trustee at the Master Servicer’s expense if the Master Servicer failed to provide such copies (unless (i) the Master Servicer shall have failed to provide the Indenture Trustee with such statement or (ii) the Indenture Trustee shall be unaware of the Master Servicer’s failure to provide such statement. (d) The Master Servicer shall promptly notify the Depositor and the Indenture Trustee (i) of any legal proceedings pending against the Master Servicer of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Master Servicer shall become (but only to the extent not previously disclosed to the Indenture Trustee and the Depositor) at any time an affiliate of any of the Seller, the Indenture Trustee or any Servicer, Subservicer, Subcontractor or “Originator” contemplated by Item 1110 (§ 229.1110iii) of Regulation AB, any significant obligor contemplated by Item 1112 (§ 229.1112) the related Servicer shall deliver, on behalf of Regulation ABthat Subservicer, any enhancement or support provider contemplated by Items 1114 or 1115 (§§ 229.1114-1115) of Regulation AB or any other material party the Officer’s Certificate set forth in this Section 3.17 as and when required with respect to the Trust contemplated by Item 1100(d)(1) (§ 229.1100(d)(1)) of Regulation ABsuch Servicer.

Annual Statements as to Compliance. Not later than the earlier of (a) The Master Servicer March 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), the Servicer, and if required by the Depositor, any Special Collections Servicer, shall deliver to the Depositor Depositor, the Rating Agencies and the Indenture Trustee on or before March 1 of each applicable calendar year, commencing in 20[ ], an Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to the signer thereof, that (i) a review of the activities of the Master Servicer or Special Collections Servicer, as applicable, during the preceding fiscal calendar year (or applicable portion thereof) and of the performance of the Master Servicer or the Special Collections Servicer under this Agreement has been made under such officer’s supervision supervision, and (ii) to the best of such officer’s knowledge, based on such review, the Master Servicer or Special Collections Servicer, as applicable, has fulfilled all of its material obligations under this Agreement in all material respects throughout such yearyear (or applicable portion thereof), or, if there has been a material 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. Upon request, With respect to any Subservicer that meets the Indenture Trustee shall forward a copy of each such statement to each Rating Agency and each Underwriter. (b) On or before March 1 of each calendar year, the Master Servicer shall deliver to the Depositor and the Indenture Trustee a report regarding its assessment of compliance with the servicing criteria specified in paragraph (d) of Item 1122 of Regulation AB 1108(a)(2)(i) through (§ 229.1122(d)), as of and for the period ending the end of each fiscal year, with respect to asset-backed security transactions taken as a whole involving the Master Servicer, and that are backed by the same asset type as the Mortgage Loans. Each such report shall include all of the statements required under paragraph (a) of Item 1122 of Regulation AB (§ 229.1122(a)). (c) Copies of such statements shall be provided to any Securityholder upon request, by the Master Servicer or by the Indenture Trustee at the Master Servicer’s expense if the Master Servicer failed to provide such copies (unless (i) the Master Servicer shall have failed to provide the Indenture Trustee with such statement or (ii) the Indenture Trustee shall be unaware of the Master Servicer’s failure to provide such statement. (d) The Master Servicer shall promptly notify the Depositor and the Indenture Trustee (i) of any legal proceedings pending against the Master Servicer of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Master Servicer shall become (but only to the extent not previously disclosed to the Indenture Trustee and the Depositor) at any time an affiliate of any of the Seller, the Indenture Trustee or any Servicer, Subservicer, Subcontractor or “Originator” contemplated by Item 1110 (§ 229.1110iii) of Regulation AB, any significant obligor contemplated by Item 1112 (§ 229.1112) the Servicer shall deliver, on behalf of Regulation ABthat Subservicer, any enhancement or support provider contemplated by Items 1114 or 1115 (§§ 229.1114-1115) of Regulation AB or any other material party the Officer’s Certificate set forth in this Section 3.17 as and when required with respect to the Trust contemplated by Item 1100(d)(1) (§ 229.1100(d)(1)) of Regulation ABServicer.

Annual Statements as to Compliance. Not later than the earlier of (a) The Master March 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) and the Servicer shall deliver to the Depositor Depositor, the Rating Agencies and the Indenture Trustee on or before March 1 of each applicable calendar year, commencing in 20[ ], an Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to the signer thereof, that (i) a review of the activities of the Master Servicer during the preceding fiscal calendar year (or applicable portion thereof) and of the performance of the Master Servicer under this Agreement has been made under such officer’s supervision supervision, and (ii) to the best of such officer’s knowledge, based on such review, the Master Servicer has fulfilled all of its material obligations under this Agreement in all material respects throughout such yearyear (or applicable portion thereof), or, if there has been a material 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. Upon request, With respect to any Subservicer that meets the Indenture Trustee shall forward a copy of each such statement to each Rating Agency and each Underwriter. (b) On or before March 1 of each calendar year, the Master Servicer shall deliver to the Depositor and the Indenture Trustee a report regarding its assessment of compliance with the servicing criteria specified in paragraph (d) of Item 1122 of Regulation AB 1108(a)(2)(i) through (§ 229.1122(d)), as of and for the period ending the end of each fiscal year, with respect to asset-backed security transactions taken as a whole involving the Master Servicer, and that are backed by the same asset type as the Mortgage Loans. Each such report shall include all of the statements required under paragraph (a) of Item 1122 of Regulation AB (§ 229.1122(a)). (c) Copies of such statements shall be provided to any Securityholder upon request, by the Master Servicer or by the Indenture Trustee at the Master Servicer’s expense if the Master Servicer failed to provide such copies (unless (i) the Master Servicer shall have failed to provide the Indenture Trustee with such statement or (ii) the Indenture Trustee shall be unaware of the Master Servicer’s failure to provide such statement. (d) The Master Servicer shall promptly notify the Depositor and the Indenture Trustee (i) of any legal proceedings pending against the Master Servicer of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Master Servicer shall become (but only to the extent not previously disclosed to the Indenture Trustee and the Depositor) at any time an affiliate of any of the Seller, the Indenture Trustee or any Servicer, Subservicer, Subcontractor or “Originator” contemplated by Item 1110 (§ 229.1110iii) of Regulation AB, any significant obligor contemplated by Item 1112 (§ 229.1112) the Servicer shall deliver, on behalf of Regulation ABthat Subservicer, any enhancement or support provider contemplated by Items 1114 or 1115 (§§ 229.1114-1115) of Regulation AB or any other material party the Officer’s Certificate set forth in this Section 13.02 as and when required with respect to the Trust contemplated by Item 1100(d)(1) (§ 229.1100(d)(1)) of Regulation ABServicer.

Annual Statements as to Compliance. (a) On or before March 31 of each year, beginning in 2018, the Servicer shall, at its expense, cause a firm of independent public accountants to furnish to the Indenture Trustee a statement generally to the effect that (i) it has obtained a letter of representation regarding certain matters from the management of the Servicer that includes an assertion that the Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial mortgage loans, during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with established criteria, that such representation is fairly stated in all material respects, subject to such exceptions and other qualifications as may be appropriate. In rendering such report, the firm may rely, as to matters relating to the direct servicing of the Notes by a Sub-Servicer with which the Servicer has entered into a Sub-Servicing Agreement relating to servicing and administration of the Notes, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the Servicing Standard, within one (1) year of the report with respect to those Sub-Servicers. (b) The Master Servicer shall deliver to the Depositor and the Indenture Trustee on or before March 1 31 of each applicable calendar year, commencing beginning in 20[ ]2018, an Officer’s Certificate statingat its own expense, as a certificate signed by a Servicing Officer (the “Annual Performance Certification”), to the signer thereofeffect that, that (i) a review of the activities of the Master Servicer during the preceding fiscal year and of the performance of the Master Servicer under this Agreement has been made under such officer’s supervision and (ii) to the best knowledge of such officer’s knowledge, based on such review, the Master Servicer has fulfilled all of its material obligations under this Agreement in all material respects throughout the preceding calendar year (or such year, or, if there has been a material default shorter period of time in the fulfillment case of any a successor servicer) (and if it has not so fulfilled certain of such obligationobligations, specifying each the details thereof), or in the case of the first such default known to such officer and the nature and status thereof. Upon requestcertificate, the Indenture Trustee shall forward a copy of each such statement to each Rating Agency portion thereof commencing on the Initial Closing Date and each Underwriterending December 31, 2017. (b) On or before March 1 of each calendar year, the Master Servicer shall deliver to the Depositor and the Indenture Trustee a report regarding its assessment of compliance with the servicing criteria specified in paragraph (d) of Item 1122 of Regulation AB (§ 229.1122(d)), as of and for the period ending the end of each fiscal year, with respect to asset-backed security transactions taken as a whole involving the Master Servicer, and that are backed by the same asset type as the Mortgage Loans. Each such report shall include all of the statements required under paragraph (a) of Item 1122 of Regulation AB (§ 229.1122(a)). (c) Copies of such statements shall be provided to any Securityholder upon request, by the Master Servicer or by the Indenture Trustee at the Master Servicer’s expense if the Master Servicer failed to provide such copies (unless (i) the Master Servicer shall have failed to provide the Indenture Trustee with such statement or (ii) the Indenture Trustee shall be unaware of the Master Servicer’s failure to provide such statement. (d) The Master Servicer shall promptly notify the Depositor and the Indenture Trustee (i) of any legal proceedings pending against the Master Servicer of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Master Servicer shall become (but only to the extent not previously disclosed to the Indenture Trustee and the Depositor) at any time an affiliate of any of the Seller, the Indenture Trustee or any Servicer, Subservicer, Subcontractor or “Originator” contemplated by Item 1110 (§ 229.1110) of Regulation AB, any significant obligor contemplated by Item 1112 (§ 229.1112) of Regulation AB, any enhancement or support provider contemplated by Items 1114 or 1115 (§§ 229.1114-1115) of Regulation AB or any other material party to the Trust contemplated by Item 1100(d)(1) (§ 229.1100(d)(1)) of Regulation AB.

Annual Statements as to Compliance. (a) The On or before March [1] of each calendar year, commencing in 20[ ], the Master Servicer shall deliver to the Depositor and the Indenture Trustee on or before March 1 a statement of each applicable calendar year, commencing in 20[ ], an Officer’s Certificate stating, as compliance addressed to the signer thereofDepositor and the Trustee and signed by an authorized officer of the Master Servicer, to the effect that (i) a review of the Master Servicer’s activities of the Master Servicer during the immediately preceding fiscal calendar year (or applicable portion thereof) and of the its performance of the Master Servicer under this Agreement during such period has been made under such officer’s supervision supervision, and (ii) to the best of such officer’s knowledge, based on such review, the Master Servicer has fulfilled all of its material obligations under this Agreement in all material respects throughout such year, calendar year (or applicable portion thereof) or, if there has been a material default in the fulfillment of failure to fulfill any such obligationobligation in any material respect, specifying specifically identifying each such default failure known to such officer and the nature and status thereof. Upon request, the Indenture Trustee shall forward a copy of each such statement to each Rating Agency and each Underwriter. (b) On or before March 1 of each calendar year, the Master Servicer shall deliver to the Depositor and the Indenture Trustee a report regarding its assessment of compliance with the servicing criteria specified in paragraph (d) of Item 1122 of Regulation AB (§ 229.1122(d)), as of and for the period ending the end of each fiscal year, with respect to asset-backed security transactions taken as a whole involving the Master Servicer, Servicer and that are backed by the same asset type as the Mortgage Loans. Each such report shall include all of the statements required under paragraph (a) of Item 1122 of Regulation AB (§ 229.1122(a)). (c) Copies of such statements shall be provided to any Securityholder Certificateholder upon request, by the Master Servicer or by the Indenture Trustee at the Master Servicer’s expense if the Master Servicer failed to provide such copies (unless (i) the Master Servicer shall have failed to provide the Indenture Trustee with such statement or (ii) the Indenture Trustee shall be unaware of the Master Servicer’s failure to provide such statement. (d) The Master Servicer shall promptly notify the Depositor and the Indenture Trustee (i) of any legal proceedings pending against the Master Servicer of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Master Servicer shall become (but only to the extent not previously disclosed to the Indenture Trustee and the Depositor) at any time an affiliate of any of the Seller, the Indenture Trustee or any Servicer, Subservicer, Subcontractor or “Originatororiginator” contemplated by Item 1110 (§ 229.1110) of Regulation AB, any significant obligor contemplated by Item 1112 (§ 229.1112) of Regulation AB, any enhancement or support provider contemplated by Items 1114 or 1115 (§§ 229.1114-1115) of Regulation AB or any other material party to the Trust Fund contemplated by Item 1100(d)(1) (§ 229.1100(d)(1)) of Regulation AB.

Annual Statements as to Compliance. (a) On or before March 31 of each year, beginning in 2017, the Servicer shall, at its expense, cause a firm of independent public accountants to furnish to the Indenture Trustee a statement generally to the effect that (i) it has obtained a letter of representation regarding certain matters from the management of the Servicer that includes an assertion that the Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial mortgage loans, during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with established criteria, that such representation is fairly stated in all material respects, subject to such exceptions and other qualifications as may be appropriate. In rendering such report, the firm may rely, as to matters relating to the direct servicing of the Notes by a Sub-Servicer with which the Servicer has entered into a Sub-Servicing Agreement relating to servicing and administration of the Notes, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the Servicing Standard, within one (1) year of the report with respect to those Sub-Servicers. (b) The Master Servicer shall deliver to the Depositor and the Indenture Trustee on or before March 1 31 of each applicable calendar year, commencing beginning in 20[ ]2017, an Officer’s Certificate statingat its own expense, as a certificate signed by a Servicing Officer (the “Annual Performance Certification”), to the signer thereofeffect that, that (i) a review of the activities of the Master Servicer during the preceding fiscal year and of the performance of the Master Servicer under this Agreement has been made under such officer’s supervision and (ii) to the best knowledge of such officer’s knowledge, based on such review, the Master Servicer has fulfilled all of its material obligations under this Agreement in all material respects throughout the preceding calendar year (or such year, or, if there has been a material default shorter period of time in the fulfillment case of any a successor servicer) (and if it has not so fulfilled certain of such obligationobligations, specifying each the details thereof), or in the case of the first such default known to such officer and the nature and status thereof. Upon requestcertificate, the Indenture Trustee shall forward a copy of each such statement to each Rating Agency portion thereof commencing on the Initial Closing Date and each Underwriterending December 31, 2016. (b) On or before March 1 of each calendar year, the Master Servicer shall deliver to the Depositor and the Indenture Trustee a report regarding its assessment of compliance with the servicing criteria specified in paragraph (d) of Item 1122 of Regulation AB (§ 229.1122(d)), as of and for the period ending the end of each fiscal year, with respect to asset-backed security transactions taken as a whole involving the Master Servicer, and that are backed by the same asset type as the Mortgage Loans. Each such report shall include all of the statements required under paragraph (a) of Item 1122 of Regulation AB (§ 229.1122(a)). (c) Copies of such statements shall be provided to any Securityholder upon request, by the Master Servicer or by the Indenture Trustee at the Master Servicer’s expense if the Master Servicer failed to provide such copies (unless (i) the Master Servicer shall have failed to provide the Indenture Trustee with such statement or (ii) the Indenture Trustee shall be unaware of the Master Servicer’s failure to provide such statement. (d) The Master Servicer shall promptly notify the Depositor and the Indenture Trustee (i) of any legal proceedings pending against the Master Servicer of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Master Servicer shall become (but only to the extent not previously disclosed to the Indenture Trustee and the Depositor) at any time an affiliate of any of the Seller, the Indenture Trustee or any Servicer, Subservicer, Subcontractor or “Originator” contemplated by Item 1110 (§ 229.1110) of Regulation AB, any significant obligor contemplated by Item 1112 (§ 229.1112) of Regulation AB, any enhancement or support provider contemplated by Items 1114 or 1115 (§§ 229.1114-1115) of Regulation AB or any other material party to the Trust contemplated by Item 1100(d)(1) (§ 229.1100(d)(1)) of Regulation AB.

Annual Statements as to Compliance. (a) On or before March 31 of each year, beginning in 2019, the Servicer shall, at its expense, cause a firm of independent public accountants to furnish to the Indenture Trustee a statement generally to the effect that (i) it has obtained a letter of representation regarding certain matters from the management of the Servicer that includes an assertion that the Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial mortgage loans, during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with established criteria, that such representation is fairly stated in all material respects, subject to such exceptions and other qualifications as may be appropriate. In rendering such report, the firm may rely, as to matters relating to the direct servicing of the Notes by a Sub-Servicer with which the Servicer has entered into a Sub-Servicing Agreement relating to servicing and administration of the Notes, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the Servicing Standard, within one (1) year of the report with respect to those Sub-Servicers. (b) The Master Servicer shall deliver to the Depositor and the Indenture Trustee on or before March 1 31 of each applicable calendar year, commencing beginning in 20[ ]2019, an Officer’s Certificate statingat its own expense, as a certificate signed by a Servicing Officer (the “Annual Performance Certification”), to the signer thereofeffect that, that (i) a review of the activities of the Master Servicer during the preceding fiscal year and of the performance of the Master Servicer under this Agreement has been made under such officer’s supervision and (ii) to the best knowledge of such officer’s knowledge, based on such review, the Master Servicer has fulfilled all of its material obligations under this Agreement in all material respects throughout the preceding calendar year (or such year, or, if there has been a material default shorter period of time in the fulfillment case of any a successor servicer) (and if it has not so fulfilled certain of such obligationobligations, specifying each the details thereof), or in the case of the first such default known to such officer and the nature and status thereof. Upon requestcertificate, the Indenture Trustee shall forward a copy of each such statement to each Rating Agency portion thereof commencing on the Initial Closing Date and each Underwriterending December 31, 2018. (b) On or before March 1 of each calendar year, the Master Servicer shall deliver to the Depositor and the Indenture Trustee a report regarding its assessment of compliance with the servicing criteria specified in paragraph (d) of Item 1122 of Regulation AB (§ 229.1122(d)), as of and for the period ending the end of each fiscal year, with respect to asset-backed security transactions taken as a whole involving the Master Servicer, and that are backed by the same asset type as the Mortgage Loans. Each such report shall include all of the statements required under paragraph (a) of Item 1122 of Regulation AB (§ 229.1122(a)). (c) Copies of such statements shall be provided to any Securityholder upon request, by the Master Servicer or by the Indenture Trustee at the Master Servicer’s expense if the Master Servicer failed to provide such copies (unless (i) the Master Servicer shall have failed to provide the Indenture Trustee with such statement or (ii) the Indenture Trustee shall be unaware of the Master Servicer’s failure to provide such statement. (d) The Master Servicer shall promptly notify the Depositor and the Indenture Trustee (i) of any legal proceedings pending against the Master Servicer of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Master Servicer shall become (but only to the extent not previously disclosed to the Indenture Trustee and the Depositor) at any time an affiliate of any of the Seller, the Indenture Trustee or any Servicer, Subservicer, Subcontractor or “Originator” contemplated by Item 1110 (§ 229.1110) of Regulation AB, any significant obligor contemplated by Item 1112 (§ 229.1112) of Regulation AB, any enhancement or support provider contemplated by Items 1114 or 1115 (§§ 229.1114-1115) of Regulation AB or any other material party to the Trust contemplated by Item 1100(d)(1) (§ 229.1100(d)(1)) of Regulation AB.