Common use of Amendments of Articles of Incorporation or Bylaws Clause in Contracts

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trustee. A change of both – Depositor A change of Servicer or Administrator - Servicer/Administrator/Depositor/ Reg AB disclosure about any new servicer or Servicer is also required. Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. N/A Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. Depositor

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trustee. A change of both – Depositor A change of Servicer or Administrator - Servicer/Administrator/Depositor/ Reg AB disclosure about any new servicer or Servicer is also required. Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. N/A Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure Depositor SB-5 FORM 8-K DISCLOSURE (REPORTABLE EVENTS) Item on Form 8-K Responsible Party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party, as applicable, for reporting/disclosing the financial statement or exhibit SCHEDULE C

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Transferor Item 6.01- ABS Informational and Computational Material Depositor Transferor Item 6.02- Change of Servicer or Administrator Trustee Requires disclosure of any removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trustee. A change of both – Depositor A change of Servicer or Administrator - Servicer/Administrator/Depositor/ Transferor Reg AB disclosure about any new servicer or Servicer is also required. Servicer/Depositor Transferor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. N/A Reg AB disclosure about any new enhancement provider is also required. Depositor Transferor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor Transferor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorTransferor Item 7.01- Reg FD Disclosure Transferor SB-5 FORM 8-K DISCLOSURE (REPORTABLE EVENTS) Item on Form 8-K Responsible Party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to noteholders. Transferor Item 9.01- Financial Statements and Exhibits Responsible party, as applicable, for reporting/disclosing the financial statement or exhibit SCHEDULE C

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trustee. A change of both – Depositor A change of Servicer or Administrator - Servicer/Administrator/Depositor/ Reg AB disclosure about any new servicer or Servicer is also required. Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. N/A Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure Depositor SC-9 FORM 8-K DISCLOSURE (REPORTABLE EVENTS) Item on Form 8-K Responsible Party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party, as applicable, for reporting/disclosing the financial statement or exhibit SCHEDULE D PERFORMANCE CERTIFICATION

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trustee. A change of both – Depositor A change of Servicer or Administrator - Servicer/Administrator/Depositor/ Reg AB disclosure about any new servicer or Servicer is also required. Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. N/A Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure Depositor SB-6 FORM 8-K DISCLOSURE (REPORTABLE EVENTS) Item on Form 8-K Responsible Party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party, as applicable, for reporting/disclosing the financial statement or exhibit

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trustee. A change of both – Depositor A change of Servicer or Administrator - Servicer/Administrator/Depositor/ Reg AB disclosure about any new servicer or Servicer is also required. Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. N/A Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure Depositor SB-6 FORM 8-K DISCLOSURE (REPORTABLE EVENTS) Item on Form 8-K Responsible Party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party, as applicable, for reporting/disclosing the financial statement or exhibit SCHEDULE C DISCLOSURE ITEMS

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Trust Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicermaster servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trusteetrustee. A change of both – Depositor A change of Servicer or Administrator - Master Servicer/Trust Administrator/Depositor/ Servicer Trustee (as to itself or the Master Servicer) Reg AB disclosure about any new servicer or Servicer master servicer is also required. Servicer/Master Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. NDepositor/A Trust Administrator Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Trust Administrator Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure All parties as to material nonpublic information disclosed by such party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the financial statement or exhibit EXHIBIT W [RESERVED] EXHIBIT X Assessments of Compliance and Attestation Reports Servicing Criteria1 Reg. AB Item 1122(d) Servicing Criteria XXXXX FARGO BANK, N.A.

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trustee. A change of both – Depositor A change of Servicer or Administrator - Administrator—Servicer/Administrator/Depositor/ Reg AB disclosure about any new servicer or Servicer is also required. Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. N/A Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. Depositor

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Administrator Trustee Requires disclosure of any removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture trustee. Trustee. A change of both – Depositor A change of Servicer or Administrator - Servicer/Administrator/Depositor/ Reg AB disclosure about any new servicer or Servicer is also required. Servicer/Depositor Reg AB disclosure about any new Indenture Servicer is also required. Depositor Reg AB disclosure about any new Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. NDepositor/A Trustee Reg AB disclosure about any new enhancement provider is also required. Depositor FORM 8-K DISCLOSURE INFORMATION Item on Form 8-K Party Responsible Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. Depositor Item 7.01- Reg FD Disclosure Depositor Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the financial statement or exhibit EXHIBIT G FORM OF XXXXXXXX-XXXXX CERTIFICATION Banc of America Funding Corporation Mortgage Certificate-Backed Certificates, Series 2008-R3 I, [________], a [_____________] of Banc of America Funding Corporation (the “Depositor”), certify that:

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Securities Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicermaster servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trusteetrustee. A change of both – Depositor A change of Servicer or Administrator - Master Servicer/Securities Administrator/Depositor/ Servicer(1)/Trustee (as to itself and the Master Servicer) Reg AB disclosure about any new servicer or Servicer master servicer is also required. Servicer(1)/Master Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. NDepositor/A Securities Administrator Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Securities Administrator Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure All parties Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the financial statement or exhibit

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trustee. A change of both – Depositor A change of Servicer or Administrator - Servicer/Administrator/Depositor/ Reg AB disclosure about any new servicer or Servicer is also required. Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. N/A Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure Depositor SB-6 FORM 8-K DISCLOSURE (REPORTABLE EVENTS) Item on Form 8-K Responsible Party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party, as applicable, for reporting/disclosing the financial statement or exhibit SCHEDULE C

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Securities Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicermaster servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trusteetrustee. A change of both – Depositor A change of Servicer or Administrator - Master Servicer/Securities Administrator/Depositor/ Servicer(1)/Trustee (as to itself) Reg AB disclosure about any new servicer or Servicer master servicer is also required. Servicer(1)/Master Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Successor trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. NDepositor/A Securities Administrator FORM 8-K DISCLOSURE INFORMATION Item on Form 8-K Party Responsible Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Securities Administrator Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure All parties Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the financial statement or exhibit

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Depositor Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Administrator A change of both – Depositor Requires disclosure of any removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trustee. A change of both – Depositor A change of Servicer or Administrator - Servicer/Administrator/Depositor/ Reg AB disclosure about any new servicer or Servicer is also required. Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support N/A Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. N/A Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee SB-6 FORM 8-K DISCLOSURE (REPORTABLE EVENTS) Item on Form 8-K Responsible Party Item 6.05- Securities Act Updating Disclosure Depositor If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. Depositor Item 7.01- Reg FD Disclosure Depositor

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trustee. A change of both – Depositor A change of Servicer or Administrator - Servicer/Administrator/Depositor/ Reg AB disclosure about any new servicer or Servicer is also required. Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. N/A Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure Depositor FORM 8-K DISCLOSURE (REPORTABLE EVENTS) Item on Form 8-K Responsible Party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party, as applicable, for reporting/disclosing the financial statement or exhibit SCHEDULE D PERFORMANCE CERTIFICATION

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trustee. A change of both – Depositor A change of Servicer or Administrator - Servicer/Administrator/Depositor/ Reg AB disclosure about any new servicer or Servicer is also required. Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. N/A Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure Depositor SC-9 FORM 8-K DISCLOSURE (REPORTABLE EVENTS) Item on Form 8-K Responsible Party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party, as applicable, for reporting/disclosing the financial statement or exhibit SCHEDULE D PERFORMANCE CERTIFICATION (SERVICER) Re: Mercedes-Benz Auto Receivables Trust 2016-1 The undersigned Servicer hereby certifies to _______ and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification concerning the Issuer to be signed by an officer of the Servicer and submitted to the Securities and Exchange Commission pursuant to the Xxxxxxxx-Xxxxx Act of 2002:

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trustee. A change of both – Depositor A change of Servicer or Administrator - Servicer/Administrator/Depositor/ Reg AB disclosure about any new servicer or Servicer is also required. Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. N/A Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure Depositor SB-5 FORM 8-K DISCLOSURE (REPORTABLE EVENTS) Item on Form 8-K Responsible Party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party, as applicable, for reporting/disclosing the financial statement or exhibit SCHEDULE C DISCLOSURE ITEMS

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Trust Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicermaster servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trusteetrustee. A change of both – Depositor A change of Servicer or Administrator - Master Servicer/Trust Administrator/Depositor/ Servicer Trustee (as to itself or the Master Servicer) Reg AB disclosure about any new servicer or Servicer master servicer is also required. Servicer/Master Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. NDepositor/A Trust Administrator Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Trust Administrator Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure All parties as to material nonpublic information disclosed by such party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the financial statement or exhibit EXHIBIT W [RESERVED] EXHIBIT X Assessments of Compliance and Attestation Reports Servicing Criteria* Reg. AB Item 1122(d) Servicing Criteria Servicer Trustee Paying Agent/ Master Servicer/ Trust Administrator Custodian General Servicing Considerations monitoring performance or other triggers and events of default X X monitoring performance of vendors of activities outsourced X X maintenance of back-up servicer for pool assets X fidelity bond and E&O policies in effect X X Cash Collection and Administration timing of deposits to custodial account X X wire transfers to investors by authorized personnel X X advances or guarantees made, reviewed and approved as required X X accounts maintained as required X X accounts at federally insured depository institutions X X unissued checks safeguarded X X monthly reconciliations of accounts X X Investor Remittances and Reporting _______________________ * The descriptions of the Item 1122(d) servicing criteria use key words and phrases and are not verbatim recitations of the servicing criteria. Refer to Regulation AB, Item 1122 for a full description of servicing criteria. Reg. AB Item 1122(d) Servicing Criteria Servicer Trustee Paying Agent/ Master Servicer/ Trust Administrator Custodian investor reports X X remittances X X proper posting of distributions X X reconciliation of remittances and payment statements X X Pool Asset Administration maintenance of pool collateral X X safeguarding of pool assets/documents X X additions, removals and substitutions of pool assets X posting and allocation of pool asset payments to pool assets X reconciliation of servicer records X modifications or other changes to terms of pool assets X loss mitigation and recovery actions X records regarding collection efforts X adjustments to variable interest rates on pool assets X matters relating to funds held in trust for obligors X payments made on behalf of obligors (such as for taxes or insurance) X late payment penalties with respect to payments made on behalf of obligors X records with respect to payments made on behalf of obligors X Reg. AB Item 1122(d) Servicing Criteria Servicer Trustee Paying Agent/ Master Servicer/ Trust Administrator Custodian recognition and recording of delinquencies, charge-offs and uncollectible accounts X X maintenance of external credit enhancement or other support

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Trust Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicermaster servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trusteetrustee. A change of both – Depositor A change of Servicer or Administrator - Master Servicer/Trust Administrator/Depositor/ Servicer Trustee (as to itself or the Master Servicer) Reg AB disclosure about any new servicer or Servicer master servicer is also required. Servicer/Master Servicer/Depositor FORM 8-K DISCLOSURE INFORMATION Item on Form 8-K Party Responsible Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. NDepositor/A Trust Administrator Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Trust Administrator Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure All parties as to material nonpublic information disclosed by such party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the financial statement or exhibit EXHIBIT W [RESERVED] EXHIBIT X Assessments of Compliance and Attestation Reports Servicing Criteria1 Reg. AB Item 1122(d) Servicing Criteria Servicer Trustee Custodian/ Paying Agent/ Master Servicer/ Trust Administrator General Servicing Considerations monitoring performance or other triggers and events of default X X monitoring performance of vendors of activities outsourced X X maintenance of back-up servicer for pool assets X fidelity bond and E&O policies in effect X X Cash Collection and Administration timing of deposits to custodial account X X wire transfers to investors by authorized personnel X X advances or guarantees made, reviewed and approved as required X X accounts maintained as required X X accounts at federally insured depository institutions X X unissued checks safeguarded X X monthly reconciliations of accounts X X Investor Remittances and Reporting investor reports X X remittances X X Reg. AB Item 1122(d) Servicing Criteria Servicer Trustee Custodian/ Paying Agent/ Master Servicer/ Trust Administrator proper posting of distributions X X reconciliation of remittances and payment statements X X Pool Asset Administration maintenance of pool collateral X X safeguarding of pool assets/documents X X additions, removals and substitutions of pool assets X posting and allocation of pool asset payments to pool assets X reconciliation of servicer records X modifications or other changes to terms of pool assets X loss mitigation and recovery actions X records regarding collection efforts X adjustments to variable interest rates on pool assets X matters relating to funds held in trust for obligors X payments made on behalf of obligors (such as for taxes or insurance) X late payment penalties with respect to payments made on behalf of obligors X records with respect to payments made on behalf of obligors X recognition and recording of delinquencies, charge-offs and uncollectible accounts X X maintenance of external credit enhancement or other support

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Trust Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicermaster servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trusteetrustee. A change of both – Depositor A change of Servicer or Administrator - Master Servicer/Trust Administrator/Depositor/ Servicer/Trustee Reg AB disclosure about any new servicer or Servicer master servicer is also required. Servicer/Master Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. NDepositor/A Trust Administrator Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Trust Administrator Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. Depositor Item 7.01- Reg FD Disclosure All parties (as to themselves) Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the financial statement or exhibit EXHIBIT V FORM OF BACK-UP CERTIFICATION Re: The Pooling And Servicing Agreement, dated as of July 1, 2006 (the “Agreement”), by and among by and among Credit Suisse First Boston Mortgage Securities Corp., as depositor (the “Depositor”), DLJ Mortgage Capital, Inc. (“DLJMC”), a Delaware corporation, as seller (“Seller”), Wells Fargo Bank, N.A. (“Wells Fargo”), a national banking association, in its capacity as a xxxxxcer (a “Servicer”), xx xxster servicer (the “Master Servicer”) and as trust administrator (the “Trust Administrator”), Select Portfolio Servicing, Inc. (“SPS”), a Utah corporation, in its capacity as a servicer (a “Servicer”) and in its capacity as special servicer (the “Special Servicer”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”). I, _______________________, the ________________________ of [NAME OF COMPANY] (the “Company”), certify to the Depositor, the Master Servicer, the Trust Administrator, and their officers, with the knowledge and intent that they will rely upon this certification, that:

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Trust Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicermaster servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trusteetrustee. A change of both – Depositor A change of Servicer or Administrator - Master Servicer/Trust Administrator/Depositor/ Servicer Trustee (as to itself or the Master Servicer) Reg AB disclosure about any new servicer or Servicer master servicer is also required. Servicer/Master Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. NDepositor/A Trust Administrator Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Trust Administrator Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure All parties as to material nonpublic information disclosed by such party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the financial statement or exhibit EXHIBIT W [RESERVED] EXHIBIT X Assessments of Compliance and Attestation Reports Servicing Criteria* Reg. AB Item 1122(d) Servicing Criteria SERVICER TRUSTEE CUSTODIAN/ PAYING AGENT/ MASTER SERVICER/ TRUST ADMINISTRATOR General Servicing Considerations monitoring performance or other triggers and events of default X X monitoring performance of vendors of activities outsourced X X maintenance of back-up servicer for pool assets X fidelity bond and E&O policies in effect X X Cash Collection and Administration timing of deposits to custodial account X X wire transfers to investors by authorized personnel X X advances or guarantees made, reviewed and approved as required X X accounts maintained as required X X accounts at federally insured depository institutions X X unissued checks safeguarded X X monthly reconciliations of accounts X X Investor Remittances and Reporting investor reports X X remittances X X proper posting of distributions X X reconciliation of remittances and payment statements X X Pool Asset Administration maintenance of pool collateral X X safeguarding of pool assets/documents X X additions, removals and substitutions of pool assets X posting and allocation of pool asset payments to pool assets X reconciliation of servicer records X modifications or other changes to terms of pool assets X loss mitigation and recovery actions X records regarding collection efforts X adjustments to variable interest rates on pool assets X matters relating to funds held in trust for obligors X payments made on behalf of obligors (such as for taxes or insurance) X late payment penalties with respect to payments made on behalf of obligors X records with respect to payments made on behalf of obligors X recognition and recording of delinquencies, charge-offs and uncollectible accounts X X maintenance of external credit enhancement or other support

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Securities Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicermaster servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trusteetrustee. A change of both – Depositor A change of Servicer or Administrator - Master Servicer/Securities Administrator/Depositor/ Servicer(1)/Trustee (as to itself) Reg AB disclosure about any new servicer or Servicer master servicer is also required. Servicer(1)/Master Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. NDepositor/A Securities Administrator FORM 8-K DISCLOSURE INFORMATION Item on Form 8-K Party Responsible Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Securities Administrator Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure All parties Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the financial statement or exhibit

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Trust Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicermaster servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trusteetrustee. A change of both – Depositor A change of Servicer or Administrator - Master Servicer/Trust Administrator/Depositor/ Servicer Trustee (as to itself or the Master Servicer) Reg AB disclosure about any new servicer or Servicer master servicer is also required. Servicer/Master Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. NDepositor/A Trust Administrator Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Trust Administrator Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure All parties as to material nonpublic information disclosed by such party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the financial statement or exhibit EXHIBIT W [RESERVED] EXHIBIT X Assessments of Compliance and Attestation Reports Servicing Criteria* Reg. AB Item 1122(d) Servicing Criteria XXXXX FARGO BANK, N.A.

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trustee. A change of both – Depositor A change of Servicer or Administrator - Servicer/Administrator/Depositor/ Reg AB disclosure about any new servicer or Servicer is also required. Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. N/A Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure Depositor SC-9 FORM 8-K DISCLOSURE (REPORTABLE EVENTS) Item on Form 8-K Responsible Party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party, as applicable, for reporting/disclosing the financial statement or exhibit SCHEDULE D PERFORMANCE CERTIFICATION (SERVICER) Re: Mercedes-Benz Auto Receivables Trust 2009-1 The undersigned Servicer hereby certifies to and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification concerning the Issuer to be signed by an officer of the Servicer and submitted to the Securities and Exchange Commission pursuant to the Xxxxxxxx-Xxxxx Act of 2002:

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trustee. A change of both – Depositor A change of Servicer or Administrator - Servicer/Administrator/Depositor/ Reg AB disclosure about any new servicer or Servicer is also required. Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. N/A Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor FORM 8-K DISCLOSURE (REPORTABLE EVENTS) Item on Form 8-K Responsible Party

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Trust Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicermaster servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trusteetrustee. A change of both – Depositor A change of Servicer or Administrator - Master Servicer/Trust Administrator/Depositor/ Servicer Trustee (as to itself or the Master Servicer) Reg AB disclosure about any new servicer or Servicer master servicer is also required. Servicer/Master Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. NDepositor/A Trust Administrator Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Trust Administrator Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure All parties as to material nonpublic information disclosed by such party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the financial statement or exhibit EXHIBIT W [RESERVED] EXHIBIT X Assessments of Compliance and Attestation Reports Servicing Criteria(1) Reg. AB Item 1122(d) Servicing Criteria XXXXX FARGO BANK, N.A.

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Trust Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicermaster servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trusteetrustee. A change of both – Depositor A change of Servicer or Administrator - Master Servicer/Trust Administrator/Depositor/ Servicer Trustee (as to itself or the Master Servicer) Reg AB disclosure about any new servicer or Servicer master servicer is also required. Servicer/Master Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. NDepositor/A Trust Administrator Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Trust Administrator Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure All parties as to material nonpublic information disclosed by such party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the financial statement or exhibit EXHIBIT W [RESERVED] EXHIBIT X Assessments of Compliance and Attestation Reports Servicing Criteria* Reg. AB Item 1122(d) Servicing Criteria Servicer Trustee Custodian/ Paying Agent/ Master Servicer/ Trust Administrator General Servicing Considerations monitoring performance or other triggers and events of default X X monitoring performance of vendors of activities outsourced X X maintenance of back-up servicer for pool assets X fidelity bond and E&O policies in effect X X Cash Collection and Administration timing of deposits to custodial account X X wire transfers to investors by authorized personnel X X advances or guarantees made, reviewed and approved as required X X accounts maintained as required X X accounts at federally insured depository institutions X X unissued checks safeguarded X X monthly reconciliations of accounts X X Investor Remittances and Reporting investor reports X X remittances X X proper posting of distributions X X reconciliation of remittances and payment statements X X Pool Asset Administration maintenance of pool collateral X X safeguarding of pool assets/documents X X additions, removals and substitutions of pool assets X posting and allocation of pool asset payments to pool assets X reconciliation of servicer records X modifications or other changes to terms of pool assets X loss mitigation and recovery actions X records regarding collection efforts X adjustments to variable interest rates on pool assets X matters relating to funds held in trust for obligors X payments made on behalf of obligors (such as for taxes or insurance) X late payment penalties with respect to payments made on behalf of obligors X records with respect to payments made on behalf of obligors X recognition and recording of delinquencies, charge-offs and uncollectible accounts X X maintenance of external credit enhancement or other support

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Trust Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicermaster servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trusteetrustee. A change of both – Depositor A change of Servicer or Administrator - Master Servicer/Trust Administrator/Depositor/ Servicer Trustee (as to itself or the Master Servicer) Reg AB disclosure about any new servicer or Servicer master servicer is also required. Servicer/Master Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. NDepositor/A Trust Administrator Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Trust Administrator Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. Depositor Item 7.01- Reg FD Disclosure All parties as to material nonpublic information disclosed by such party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the financial statement or exhibit EXHIBIT W FORM OF SXXXXXXX-XXXXX CERTIFICATION Re: The [ ] agreement dated as of [ l, 200[ ] (the “Agreement”), among [IDENTIFY PARTIES] I, ____________________________, the _______________________ of [NAME OF COMPANY] (the “Company”), certify to [the Purchaser], [the Depositor], and the [Master Servicer] [Trust Administrator], and their officers, with the knowledge and intent that they will rely upon this certification, that:

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Trust Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicermaster servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trusteetrustee. A change of both – Depositor A change of Servicer or Administrator - Master Servicer/Trust Administrator/Depositor/ Servicer Trustee (as to itself or the Master Servicer) Reg AB disclosure about any new servicer or Servicer master servicer is also required. Servicer/Master Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. NDepositor/A Trust Administrator Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Trust Administrator Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure All parties as to material nonpublic information disclosed by such party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the financial statement or exhibit EXHIBIT W [RESERVED] EXHIBIT X Assessments of Compliance and Attestation Reports Servicing Criteria* Reg. AB Item 1122(d) Servicing Criteria Servicer Trustee Custodian/ Paying Agent/ Master Servicer/ Trust Administrator General Servicing Considerations monitoring performance or other triggers and events of default X X monitoring performance of vendors of activities outsourced X X maintenance of back-up servicer for pool assets X fidelity bond and E&O policies in effect X X Cash Collection and Administration timing of deposits to custodial account X X wire transfers to investors by authorized personnel X X advances or guarantees made, reviewed and approved as required X X accounts maintained as required X X accounts at federally insured depository institutions X X unissued checks safeguarded X X monthly reconciliations of accounts X X Investor Remittances and Reporting investor reports X X remittances X X proper posting of distributions X X reconciliation of remittances and payment statements X X Pool Asset Administration maintenance of pool collateral X X safeguarding of pool assets/documents X X additions, removals and substitutions of pool assets X posting and allocation of pool asset payments to pool assets X reconciliation of servicer records X modifications or other changes to terms of pool assets X loss mitigation and recovery actions X records regarding collection efforts X adjustments to variable interest rates on pool assets X matters relating to funds held in trust for obligors X payments made on behalf of obligors (such as for taxes or insurance) X late payment penalties with respect to payments made on behalf of obligors X records with respect to payments made on behalf of obligors X recognition and recording of delinquencies, charge-offs and uncollectible accounts X X maintenance of external credit enhancement or other support * The descriptions of the Item 1122(d) servicing criteria use key words and phrases and are not verbatim recitations of the servicing criteria. Refer to Regulation AB, Item 1122 for a full description of servicing criteria.

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Securities Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicermaster servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trusteetrustee. A change of both – Depositor A change of Servicer or Administrator - Master Servicer/Securities Administrator/Depositor/ Servicer(1)/Trustee (as to itself) Reg AB disclosure about any new servicer or Servicer master servicer is also required. Servicer(1)/Master Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Successor Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. NDepositor/A Securities Administrator/Trustee FORM 8-K DISCLOSURE INFORMATION Item on Form 8-K Party Responsible Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Securities Administrator Trustee Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure All parties Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the financial statement or exhibit

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Administrator Trustee Requires disclosure of any removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture trustee. Trustee. A change of both – Depositor A change of Servicer or Administrator - Servicer/Administrator/Depositor/ Reg AB disclosure about any new servicer or Servicer is also required. Servicer/Depositor Reg AB disclosure about any new Indenture Servicer is also required. Depositor Reg AB disclosure about any new Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. NDepositor/A Trustee FORM 8-K DISCLOSURE INFORMATION Item on Form 8-K Party Responsible Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. Depositor Item 7.01- Reg FD Disclosure Depositor Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the financial statement or exhibit EXHIBIT G FORM OF XXXXXXXX-XXXXX CERTIFICATION Banc of America Funding Corporation Mortgage Certificate-Backed Certificates, Series 2009-R3 I, [________], a [_____________] of Banc of America Funding Corporation (the “Depositor”), certify that:

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Securities Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicermaster servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trusteetrustee. A change of both – Depositor A change of Servicer or Administrator - Master Servicer/Securities Administrator/Depositor/ Servicer/Trustee Reg AB disclosure about any new servicer or Servicer master servicer is also required. Servicer/Master Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee (to the extent required by successor trustee) 217412 HomeBanc 2007-1 Pooling and Servicing Agreement Exhibits FORM 8-K DISCLOSURE INFORMATION Item on Form 8-K Party Responsible Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. N/A Not Applicable Reg AB disclosure about any new enhancement provider is also required. Depositor Not Applicable Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Securities Administrator Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. Depositor

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trustee. A change of both – Depositor A change of Servicer or Administrator - Servicer/Administrator/Depositor/ Reg AB disclosure about any new servicer or Servicer is also required. Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. N/A Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure Depositor SC-9 FORM 8-K DISCLOSURE (REPORTABLE EVENTS) Item on Form 8-K Responsible Party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party, as applicable, for reporting/disclosing the financial statement or exhibit SCHEDULE D PERFORMANCE CERTIFICATION (SERVICER) Re: Mercedes-Benz Auto Receivables Trust 2015-1 The undersigned Servicer hereby certifies to _______ and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification concerning the Issuer to be signed by an officer of the Servicer and submitted to the Securities and Exchange Commission pursuant to the Xxxxxxxx-Xxxxx Act of 2002:

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trustee. A change of both – Depositor A change of Servicer or Administrator - Servicer/Administrator/Depositor/ Reg AB disclosure about any new servicer or Servicer is also required. Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. N/A Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure Depositor SC-9 FORM 8-K DISCLOSURE (REPORTABLE EVENTS) Item on Form 8-K Responsible Party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party, as applicable, for reporting/disclosing the financial statement or exhibit SCHEDULE D PERFORMANCE CERTIFICATION (SERVICER) Re: Mercedes-Benz Auto Receivables Trust 20[__]-[_] The undersigned Servicer hereby certifies to _______ and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification concerning the Issuer to be signed by an officer of the Servicer and submitted to the Securities and Exchange Commission pursuant to the Xxxxxxxx-Xxxxx Act of 2002:

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Trust Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicermaster servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trusteetrustee. A change of both – Depositor A change of Servicer or Administrator - Master Servicer/Trust Administrator/Depositor/ Servicer Trustee (as to itself or the Master Servicer) Reg AB disclosure about any new servicer or Servicer master servicer is also required. Servicer/Master Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. NDepositor/A Trust Administrator Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Trust Administrator Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure All parties as to material nonpublic information disclosed by such party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the financial statement or exhibit EXHIBIT W [RESERVED] EXHIBIT X Assessments of Compliance and Attestation Reports Servicing Criteria* Reg. AB Item 1122(d) Servicing Criteria Xxxxx Fargo Bank, N.A.

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trustee. A change of both – Depositor A change of Servicer or Administrator - Servicer/Administrator/Depositor/ Reg AB disclosure about any new servicer or Servicer is also required. Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. N/A Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure Depositor FORM 8-K DISCLOSURE (REPORTABLE EVENTS) Item on Form 8-K Responsible Party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party, as applicable, for reporting/disclosing the financial statement or exhibit SCHEDULE D PERFORMANCE CERTIFICATION (SERVICER) Re: Mercedes-Benz Auto Receivables Trust 200[_]-[_] The undersigned Servicer hereby certifies to _______ and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification concerning the Issuer to be signed by an officer of the Servicer and submitted to the Securities and Exchange Commission pursuant to the Xxxxxxxx-Xxxxx Act of 2002:

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trustee. A change of both – Depositor A change of Servicer or Administrator - Servicer/Administrator/Depositor/ Reg AB disclosure about any new servicer or Servicer is also required. Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. N/A Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure Depositor SB-5 FORM 8-K DISCLOSURE (REPORTABLE EVENTS) Item on Form 8-K Responsible Party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party, as applicable, for reporting/disclosing the financial statement or exhibit

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trustee. A change of both – Depositor A change of Servicer or Administrator - Servicer/Administrator/Depositor/ Reg AB disclosure about any new servicer or Servicer is also required. Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. N/A Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure Depositor SC-9 FORM 8-K DISCLOSURE (REPORTABLE EVENTS) Item on Form 8-K Responsible Party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party, as applicable, for reporting/disclosing the financial statement or exhibit SCHEDULE D PERFORMANCE CERTIFICATION (SERVICER) Re: Mercedes-Benz Auto Receivables Trust 2011-1 The undersigned Servicer hereby certifies to _______ and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification concerning the Issuer to be signed by an officer of the Servicer and submitted to the Securities and Exchange Commission pursuant to the Xxxxxxxx-Xxxxx Act of 2002:

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trustee. A change of both – Depositor A change of Servicer or Administrator - Servicer/Administrator/Depositor/ Reg AB disclosure about any new servicer or Servicer is also required. Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. N/A Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure Depositor FORM 10-D DISCLOSURE ITEMS Item on Form 10-D Responsible Party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party, as applicable, for reporting/disclosing the financial statement or exhibit

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trustee. A change of both – Depositor A change of Servicer or Administrator - Servicer/Administrator/Depositor/ Reg AB disclosure about any new servicer or Servicer is also required. Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. N/A Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure Depositor SC-9 FORM 8-K DISCLOSURE (REPORTABLE EVENTS) Item on Form 8-K Responsible Party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party, as applicable, for reporting/disclosing the financial statement or exhibit SC-10 SCHEDULE D PERFORMANCE CERTIFICATION (SERVICER) Re: Mercedes-Benz Auto Receivables Trust 20__-_ The undersigned Servicer hereby certifies to _______ and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification concerning the Issuer to be signed by an officer of the Servicer and submitted to the Securities and Exchange Commission pursuant to the Xxxxxxxx-Xxxxx Act of 2002:

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Trust Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicermaster servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trusteetrustee. A change of both – Depositor A change of Servicer or Administrator - Master Servicer/Trust Administrator/Depositor/ Servicer Trustee (as to itself or the Master Servicer) Reg AB disclosure about any new servicer or Servicer master servicer is also required. Servicer/Master Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. NDepositor/A Trust Administrator Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Trust Administrator Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure All parties as to material nonpublic information disclosed by such party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the financial statement or exhibit EXHIBIT W [RESERVED] EXHIBIT X Assessments of Compliance and Attestation Reports Servicing Criteria (1) Reg. AB Item 1122(d) Servicing Criteria Xxxxx Fargo Bank, N.A.

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trustee. A change of both – Depositor A change of Servicer or Administrator - – Servicer/Administrator/Depositor/ Reg AB disclosure about any new servicer or Servicer is also required. Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. N/A Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. Depositor

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Securities Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicermaster servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trusteetrustee. A change of both – Depositor A change of Servicer or Administrator - Master Servicer/Securities Administrator/Depositor/ Reg AB disclosure about any new servicer or Servicer is also required. Servicer/Depositor Reg AB disclosure about any new Indenture master servicer is also required. Master Servicer Reg AB disclosure about any new Trustee is also required. New Indenture Trustee FORM 8-K DISCLOSURE INFORMATION Item on Form 8-K Party Responsible Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. NDepositor/A Securities Administrator Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Securities Administrator Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure Depositor Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the financial statement or exhibit EXHIBIT R FORM OF BACK-UP CERTIFICATION Banc of America Funding Corporation Mortgage Pass-Through Certificates, Series 20[__]-[_] The [________] hereby certifies to the Master Servicer, and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. .” Trustee Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Administrator Trustee Requires disclosure of any removal, replacement, substitution or addition of any Servicermaster servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trusteetrustee. A change of both – Depositor A change of Trustee Servicer or Administrator - Servicer/Administrator/Depositor/ Reg AB disclosure about any new servicer or Servicer master servicer is also required. Servicer/Depositor Trustee Servicer Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. N/A Depositor Trustee FORM 8-K INFORMATION Item on Form 8-K Party Responsible Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. Depositor Item 7.01- Reg FD Disclosure All parties Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Depositor Trustee EXHIBIT S FORM OF ADDITIONAL DISCLOSURE NOTIFICATION **SEND TO WXXXX FARGO VIA FAX TO 400-000-0000 AND VIA EMAIL TO cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW. SEND TO THE DEPOSITOR AT THE ADDRESS BELOW** Wxxxx Fargo Bank, N.A. as Trustee 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Fax: (000) 000-0000 E-mail: cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx [insert name and address of Depositor] Attn: Corporate Trust Services - [DEAL NAME]-SEC REPORT PROCESSING RE: **Additional Form o Disclosure**Required Ladies and Gentlemen: In accordance with Section o of the Pooling and Servicing Agreement, dated as of o o, 2006, among o, as o, o, as o, o, as o and o, as o. The Undersigned, as o, hereby notifies you that certain events have come to our attention that [will][may] need to be disclosed on Form o. Description of Additional Form o Disclosure: List of Any Attachments hereto to be included in the Additional Form o Disclosure: Any inquiries related to this notification should be directed to o, phone number: o; email address: o. [NAME OF PARTY] as [role] By:________________________________ Name: Title:

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Trust Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicermaster servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trusteetrustee. A change of both – Depositor A change of Servicer or Administrator - Master Servicer/Trust Administrator/Depositor/ Servicer Trustee (as to itself or the Master Servicer) Reg AB disclosure about any new servicer or Servicer master servicer is also required. Servicer/Master Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. NDepositor/A Trust Administrator Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Trust Administrator Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure All parties as to material nonpublic information disclosed by such party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the financial statement or exhibit EXHIBIT W [RESERVED] EXHIBIT X Assessments of Compliance and Attestation Reports Servicing Criteria1 Reg. AB Item 1122(d) Servicing Criteria SERVICER TRUSTEE PAYING AGENT/ MASTER SERVICER/ TRUST ADMINISTRATOR CUSTODIAN General Servicing Considerations monitoring performance or other triggers and events of default X X monitoring performance of vendors of activities outsourced X X maintenance of back-up servicer for pool assets X fidelity bond and E&O policies in effect X X Cash Collection and Administration timing of deposits to custodial account X X wire transfers to investors by authorized personnel X X advances or guarantees made, reviewed and approved as required X X accounts maintained as required X X accounts at federally insured depository institutions X X unissued checks safeguarded X X monthly reconciliations of accounts X X Investor Remittances and Reporting investor reports X X remittances X X proper posting of distributions X X reconciliation of remittances and payment statements X X Pool Asset Administration maintenance of pool collateral X X safeguarding of pool assets/documents X X additions, removals and substitutions of pool assets X posting and allocation of pool asset payments to pool assets X reconciliation of servicer records X modifications or other changes to terms of pool assets X loss mitigation and recovery actions X records regarding collection efforts X adjustments to variable interest rates on pool assets X matters relating to funds held in trust for obligors X payments made on behalf of obligors (such as for taxes or insurance) X late payment penalties with respect to payments made on behalf of obligors X records with respect to payments made on behalf of obligors X recognition and recording of delinquencies, charge-offs and uncollectible accounts X X maintenance of external credit enhancement or other support _______________________

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trustee. A change of both – Depositor A change of Servicer or Administrator - Servicer/Administrator/Depositor/ Reg AB disclosure about any new servicer or Servicer is also required. Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. N/A Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure Depositor FORM 10-D DISCLOSURE ITEMS Item on Form 10-D Responsible Party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party, as applicable, for reporting/disclosing the financial statement or exhibit SCHEDULE D PERFORMANCE CERTIFICATION

Amendments of Articles of Incorporation or Bylaws. Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”. Depositor Item 6.01- ABS Informational and Computational Material Depositor Item 6.02- Change of Servicer or Trust Administrator Requires disclosure of any removal, replacement, substitution or addition of any Servicermaster servicer, affiliated servicer, and other servicer servicing 10% or more of pool assets at time of report, other material servicers or Indenture Trusteetrustee. A change of both – Depositor A change of Servicer or Administrator - Master Servicer/Trust Administrator/Depositor/ Servicer Trustee (as to itself or the Master Servicer) Reg AB disclosure about any new servicer or Servicer master servicer is also required. Servicer/Master Servicer/Depositor Reg AB disclosure about any new Indenture Trustee is also required. New Indenture Trustee Item 6.03- Change in Credit Enhancement or External Support Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. NDepositor/A Trust Administrator Reg AB disclosure about any new enhancement provider is also required. Depositor Item 6.04- Failure to Make a Required Distribution Servicer Indenture Trustee Trust Administrator Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. DepositorDepositor Item 7.01- Reg FD Disclosure All parties as to material nonpublic information disclosed by such party Item 8.01- Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. Depositor Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the financial statement or exhibit EXHIBIT W [RESERVED] EXHIBIT X Assessments of Compliance and Attestation Reports Servicing Criteria1 Reg. AB Item 1122(d) Servicing Criteria Servicer Trustee Custodian/ Paying Agent/ Master Servicer/ Trust Administrator General Servicing Considerations monitoring performance or other triggers and events of default X X monitoring performance of vendors of activities outsourced X X maintenance of back-up servicer for pool assets X fidelity bond and E&O policies in effect X X Cash Collection and Administration timing of deposits to custodial account X X wire transfers to investors by authorized personnel X X advances or guarantees made, reviewed and approved as required X X accounts maintained as required X X accounts at federally insured depository institutions X X unissued checks safeguarded X X monthly reconciliations of accounts X X Investor Remittances and Reporting investor reports X X remittances X X proper posting of distributions X X reconciliation of remittances and payment statements X X Pool Asset Administration maintenance of pool collateral X X safeguarding of pool assets/documents X X additions, removals and substitutions of pool assets X posting and allocation of pool asset payments to pool assets X reconciliation of servicer records X modifications or other changes to terms of pool assets X loss mitigation and recovery actions X records regarding collection efforts X adjustments to variable interest rates on pool assets X matters relating to funds held in trust for obligors X payments made on behalf of obligors (such as for taxes or insurance) X late payment penalties with respect to payments made on behalf of obligors X records with respect to payments made on behalf of obligors X recognition and recording of delinquencies, charge-offs and uncollectible accounts X X maintenance of external credit enhancement or other support * The descriptions of the Item 1122(d) servicing criteria use key words and phrases and are not verbatim recitations of the servicing criteria. Refer to Regulation AB, Item 1122 for a full description of servicing criteria. EXHIBIT Y Form of Back-Up Certification [On File with Wxxxx Fargo]