Common use of Annual Statements as to Compliance Clause in Contracts

Annual Statements as to Compliance. Not later than the earlier of (a) 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 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 such Servicer during the preceding calendar year (or applicable portion thereof) and of the performance of such 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, such Servicer has fulfilled all its obligations under this Agreement in all material respects throughout such year (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifying each failure known to such 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 Officer’s Certificate set forth in this Section 3.17 as and when required with respect to such Servicer.

Annual Statements as to Compliance. Not later than the earlier of (a) 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, The Master Servicer 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 Rating AgenciesIndenture 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 such the Master Servicer during the preceding calendar fiscal year (or applicable portion thereof) and of the performance of such 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, such the Master Servicer has fulfilled all of its material obligations under this Agreement in all material respects throughout such year (or applicable portion thereof)year, or, if there has been a failure to fulfill material default in the fulfillment of any such obligation in any material respectobligation, specifying each failure such default known to such officer and the nature and status thereof. With 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 any Subservicer asset-backed security transactions taken as a whole involving the Master Servicer, and that meets are backed by the criteria same asset type as the Mortgage Loans. Each such report shall include all of the statements required under paragraph (a) of Item 1108(a)(2)(i1122 of Regulation AB (§ 229.1122(a)). (c) through 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 (iiiunless (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 related Servicer shall deliver, on behalf Trust contemplated by Item 1100(d)(1) (§ 229.1100(d)(1)) of that Subservicer, the Officer’s Certificate set forth in this Section 3.17 as and when required with respect to such ServicerRegulation AB.

Annual Statements as to Compliance. Not later than the earlier of (a) On or before March 15th 31 of each calendar year 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 (other than i) it has obtained a letter of representation regarding certain matters from the calendar year during which management of the Closing Date occurs) or Servicer that includes an assertion that the Servicer has complied with certain minimum mortgage loan servicing standards (b) 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 any the servicing of commercial mortgage loans, during the most recently completed calendar year during 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 Depositor’s annual report 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 Form 10-K is required to be filed the basis of examinations conducted in accordance with the Exchange Act and the rules and regulations Servicing Standard, within one (1) year of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10with respect to those Sub-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission Servicers. (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), (Ab) each Servicer, other than WFBNA, The Servicer shall deliver to the DepositorIndenture Trustee on or before March 31 of each year, beginning in 2018, at its own expense, a certificate signed by a Servicing Officer (the Rating Agencies and the Trustee and (B) WFBNA shall deliver “Annual Performance Certification”), to the Trustee and the Trustee shall subsequently deliver effect that, to the Depositor and the 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 such Servicer during the preceding calendar year (or applicable portion thereof) and of the performance of such 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, such the Servicer has fulfilled all its obligations under this Agreement in all material respects throughout such the preceding calendar year (or applicable portion such shorter period of time in the case of a successor servicer) (and if it has not so fulfilled certain of such obligations, specifying the details thereof), or, if there has been a failure to fulfill any or in the case of the first such obligation in any material respect, specifying each failure known to such 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 ABcertificate, the related Servicer shall deliverportion thereof commencing on the Initial Closing Date and ending December 31, on behalf of that Subservicer, the Officer’s Certificate set forth in this Section 3.17 as and when required with respect to such Servicer2017.

Annual Statements as to Compliance. Not later than the earlier of (a) 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, and the Servicer 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 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 such the Servicer during the preceding calendar year (or applicable portion thereof) and of the performance of such the 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, such the Servicer has fulfilled all its obligations under this Agreement in all material respects throughout such year (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifying each failure known to such 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 Officer’s Certificate set forth in this Section 3.17 13.02 as and when required with respect to such the Servicer.

Annual Statements as to Compliance. Not later than the earlier of (a) 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 the Servicer, other than WFBNAand if required by the Depositor, any Special Collections Servicer, 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 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 such the Servicer or Special Collections Servicer, as applicable, during the preceding calendar year (or applicable portion thereof) and of the performance of such the Servicer or the Special Collections 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, such the Servicer or Special Collections Servicer, as applicable, has fulfilled all its obligations under this Agreement in all material respects throughout such year (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifying each failure known to such 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 Officer’s Certificate set forth in this Section 3.17 as and when required with respect to such the Servicer.

Annual Statements as to Compliance. Not later than the earlier of (a) 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 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 such Servicer during the preceding calendar year (or applicable portion thereof) and of the performance of such 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, such Servicer has fulfilled all its obligations under this Agreement in all material respects throughout such year (or applicable portion thereof)year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respect, specifying each failure such material default known to such officer and the nature and status thereofthereof and the action being taken by such Servicer to cure such material default. 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 Officer’s Certificate set forth in this Section 3.17 as and when required with respect to such Servicer.

Annual Statements as to Compliance. Not later than the earlier of (a) On or before March 15th 31 of each calendar year 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 (other than i) it has obtained a letter of representation regarding certain matters from the calendar year during which management of the Closing Date occurs) or Servicer that includes an assertion that the Servicer has complied with certain minimum mortgage loan servicing standards (b) 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 any the servicing of commercial mortgage loans, during the most recently completed calendar year during 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 Depositor’s annual report 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 Form 10-K is required to be filed the basis of examinations conducted in accordance with the Exchange Act and the rules and regulations Servicing Standard, within one (1) year of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10with respect to those Sub-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission Servicers. (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), (Ab) each Servicer, other than WFBNA, The Servicer shall deliver to the DepositorIndenture Trustee on or before March 31 of each year, beginning in 2017, at its own expense, a certificate signed by a Servicing Officer (the Rating Agencies and the Trustee and (B) WFBNA shall deliver “Annual Performance Certification”), to the Trustee and the Trustee shall subsequently deliver effect that, to the Depositor and the 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 such Servicer during the preceding calendar year (or applicable portion thereof) and of the performance of such 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, such the Servicer has fulfilled all its obligations under this Agreement in all material respects throughout such the preceding calendar year (or applicable portion such shorter period of time in the case of a successor servicer) (and if it has not so fulfilled certain of such obligations, specifying the details thereof), or, if there has been a failure to fulfill any or in the case of the first such obligation in any material respect, specifying each failure known to such 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 ABcertificate, the related Servicer shall deliverportion thereof commencing on the Initial Closing Date and ending December 31, on behalf of that Subservicer, the Officer’s Certificate set forth in this Section 3.17 as and when required with respect to such Servicer2016.

Annual Statements as to Compliance. Not later than the earlier of (a) 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 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 such Servicer during the preceding calendar year (or applicable portion thereof) and of the performance of such 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, such Servicer has fulfilled all its obligations under this Agreement in all material respects throughout such year (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifying each failure known to such 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 Officer’s Certificate set forth in this Section 3.17 as and when required with respect to such Servicer.

Annual Statements as to Compliance. Not later than the earlier of (a) On or before March 15th 31 of each calendar year 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 (other than i) it has obtained a letter of representation regarding certain matters from the calendar year during which management of the Closing Date occurs) or Servicer that includes an assertion that the Servicer has complied with certain minimum mortgage loan servicing standards (b) 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 any the servicing of commercial mortgage loans, during the most recently completed calendar year during 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 Depositor’s annual report 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 Form 10-K is required to be filed the basis of examinations conducted in accordance with the Exchange Act and the rules and regulations Servicing Standard, within one (1) year of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10with respect to those Sub-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission Servicers. (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), (Ab) each Servicer, other than WFBNA, The Servicer shall deliver to the DepositorIndenture Trustee on or before March 31 of each year, beginning in 2019, at its own expense, a certificate signed by a Servicing Officer (the Rating Agencies and the Trustee and (B) WFBNA shall deliver “Annual Performance Certification”), to the Trustee and the Trustee shall subsequently deliver effect that, to the Depositor and the 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 such Servicer during the preceding calendar year (or applicable portion thereof) and of the performance of such 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, such the Servicer has fulfilled all its obligations under this Agreement in all material respects throughout such the preceding calendar year (or applicable portion such shorter period of time in the case of a successor servicer) (and if it has not so fulfilled certain of such obligations, specifying the details thereof), or, if there has been a failure to fulfill any or in the case of the first such obligation in any material respect, specifying each failure known to such 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 ABcertificate, the related Servicer shall deliverportion thereof commencing on the Initial Closing Date and ending December 31, on behalf of that Subservicer, the Officer’s Certificate set forth in this Section 3.17 as and when required with respect to such Servicer2018.