The sponsor is subject to various pending and potential legal and regulatory proceedings in the ordinary course of business, including litigation, arbitration, claims, investigations, examinations, subpoenas and enforcement proceedings. Some litigation against the sponsor could take the form of class actions. The outcomesoutcome of these proceedings areis inherently uncertain, and thus the sponsor cannot confidently predict how or when these proceedings will be resolved. An adverse outcome in one or more of these proceedings could result in substantial damages, settlements, fines, penalties, diminished income or reputational harm to the sponsor, and could materially and adversely affect the interestinterests of the noteholders or the servicer’s ability to perform its duties under the transaction documents.

Transaction Documents.

In December 2014, a group of institutional investorsPhoenix Light SF Limited and certain related entities and the National Credit Union Administration filed civil complaints in the Supreme Court of the State of New York, New York County, and later the U.S.United States District Court for the Southern District of New York against Wells Fargo, Bank, N.A.,alleging claims against Wells Fargo in its capacity as trustee for certaina number of residential mortgage backedmortgage-backed securities (“RMBS”) trusts. The complaints againstComplaints raising similar allegations have been filed by Commerzbank AG in the Southern District of New York and by IKB International and IKB Deutsche Industriebank in New York state court. In each case, the plaintiffs allege that Wells Fargo, Bank alleged that theas trustee, caused losses to investors, and assertedplaintiffs assert causes of action based upon, among other things, the trustee'strustee’s alleged failure to: (i)to notify and enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, (ii) notify investors of alleged events of default, and (iii) abide by appropriate standards of care following alleged events of default. Relief sought included money damages in an unspecified amount, reimbursement of expenses, and equitable relief. In November 2018, Wells Fargo Bank reached an agreement, in which it denied any wrongdoing, to resolve such claims on a classwide basis for the 271 RMBS trusts at issue.  On May 6, 2019, the court entered an order approving the settlement agreement.  Separatepreviously settled two class action lawsuits against Wells Fargo Bank makingwith similar allegations that were filed in November 2014 and December 2016 by certain other institutional investors concerning several RMBS trusts in the Southern District of New York federal and New York state court, are not covered by the settlement agreement. 

respectively.

In addition to the foregoing cases, in August 2014 and August 2015 Nomura Credit & Capital Inc. (“Nomura”), or Nomura, and Natixis Real Estate Holdings, LLC, (“Natixis”)or Natixis, filed a total of seven third-party complaints against Wells Fargo Bank in New York state court. In the underlying first-party actions, Nomura and Natixis have been sued for alleged breaches of representations and warranties made in connection with residential mortgage-backed securities sponsored by them. In the third-party actions, Nomura and Natixis allege that Wells Fargo, Bank, as master servicer, primary servicer or securities administrator, failed to notify Nomura and Natixis of their own breaches, failed to properly oversee the primary servicers, and failed to adhere to accepted

With respect to each of the foregoing litigations, Wells Fargo Bank believes plaintiffs'the plaintiffs’ claims are without merit and intends to contest the claims vigorously, but there can be no assurances as to the outcome of the litigations or the possible impact of the litigations on Wells Fargo Bank or the related RMBS trusts.