Common use of Annual Officer’s Certificate; Notice of Servicer Replacement Event Clause in Contracts

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th of each year, beginning on March 30, 2013, an Officer’s Certificate, dated as of December 31 of the immediately preceding year, providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, on or before March 30th of each year, beginning on March 30, 2013, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th of each year, beginning on March 30, 20132012, an Officer’s Certificate, dated as of December 31 of the immediately preceding year, providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, on or before March 30th of each year, beginning on March 30, 20132012, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th of each year, beginning on March 30, 20132016, an Officer’s Certificate, dated as of December 31 of the immediately preceding year, providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, on or before March 30th of each year, beginning on March 30, 2013, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.,

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th of each year, beginning on March 30, 20132016, an Officer’s Certificate, dated as of December 31 of the immediately preceding year, providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, on or before March 30th of each year, beginning on March 30, 20132016, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria specified in Exhibit C as applicable to the Servicer during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th of each year, beginning on March 30, 20132014, an Officer’s Certificate, dated as of December 31 of the immediately preceding year, providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, on or before March 30th of each year, beginning on March 30, 20132014, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th of each year, beginning on March 30, 20132014, an Officer’s Certificate, dated as of December 31 of the immediately preceding year, providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, on or before March 30th of each year, beginning on March 30, 20132014, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria specified in Exhibit C as applicable to the Servicer during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th 30 of each calendar year, beginning on March 30, 2013, 2015 an Officer’s Certificate, dated as of December 31 of the immediately preceding year, Certificate (with appropriate insertions) providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days Trustee, promptly after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section ) and Sections 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the The Servicer will deliver to the Issuer, on or before March 30th 30 of each year, beginning on March 30, 20132015, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th 30 of each calendar year, beginning on March 30, 2013, 2014 an Officer’s Certificate, dated as of December 31 of the immediately preceding year, Certificate (with appropriate insertions) providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days Trustee, promptly after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section ) and Sections 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the The Servicer will deliver to the Issuer, on or before March 30th 30 of each year, beginning on March 30, 20132014, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th of each year, beginning on March 30, 20132011, an Officer’s Certificate, dated as of December 31 of the immediately preceding year, providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section 7.2 7.2, and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, on or before March 30th of each year, beginning on March 30, 20132011, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th of each year, beginning on March 30, 20132015, an Officer’s Certificate, dated as of December 31 of the immediately preceding year, providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, on or before March 30th of each year, beginning on March 30, 2013, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.,

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th 30 of each calendar year, beginning on March 30, 2013, 2013 an Officer’s Certificate, dated as of December 31 of the immediately preceding year, Certificate (with appropriate insertions) providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days Trustee, promptly after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section ) and Sections 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the The Servicer will deliver to the Issuer, on or before March 30th 30 of each year, beginning on March 30, 2013, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the The Servicer will deliver to the IssuerRating Agencies, with a copy to the Issuer and the Indenture Trustee, on or before March 30th 30 of each calendar year, beginning on March 30, 20132011, an Officer’s Certificate, dated as of December 31 of the immediately preceding year, Certificate (with appropriate insertions) providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days and each Rating Agency promptly after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section ) and Sections 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the The Servicer will deliver to the Issuer, on or before March 30th 30 of each year, beginning on March 30, 20132011, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th of each year, beginning on March 30, 20132015, an Officer’s Certificate, dated as of December 31 of the immediately preceding year, providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default.. 9 Sale and Servicing Agreement (2014-1) (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, on or before March 30th of each year, beginning on March 30, 20132015, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria specified in Exhibit C as applicable to the Servicer during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th 30 of each calendar year, beginning on March 30, 2013, 2012 an Officer’s Certificate, dated as of December 31 of the immediately preceding year, Certificate (with appropriate insertions) providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days Trustee, promptly after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section ) and Sections 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the The Servicer will deliver to the Issuer, on or before March 30th 30 of each year, beginning on March 30, 20132012, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the The Servicer will deliver to the IssuerRating Agencies, with a copy to the Issuer and the Indenture Trustee, on or before March 30th 30 of each calendar year, beginning on March 30, 20132009, an Officer’s Certificate, dated as of December 31 of the immediately preceding year, Certificate (with appropriate insertions) providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days and each Rating Agency promptly after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section ) and Sections 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the The Servicer will deliver to the Issuer, on or before March 30th 30 of each year, beginning on March 30, 20132009, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th of each year, beginning on March 30, 2013, an Officer’s Certificate, dated as of December 31 of the immediately preceding year, providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default.. 9 Sale and Servicing Agreement (2012-6) (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, on or before March 30th of each year, beginning on March 30, 2013, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th of each year, beginning on March 30, 20132011, an Officer’s Certificate, dated as of December 31 of the immediately preceding year, providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section 7.2 7.2, and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, on or before March 30th of each year, beginning on March 30, 20132011, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th of each year, beginning on March 30, 20132014, an Officer’s Certificate, dated as of December 31 of the immediately preceding year, providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default.. 9 Sale and Servicing Agreement (2013-3) (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, on or before March 30th of each year, beginning on March 30, 20132014, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, with a copy to the Indenture Trustee and the Owner Trustee, on or before March 30th of each year, beginning on March 30, 20132016, an Officer’s Certificate, dated as of December 31 of the immediately preceding year, Certificate (with appropriate insertions) providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days and the Owner Trustee promptly after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which has occurred and is continuing, with the giving of notice or lapse of time, time or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b3.10(b), Section 7.2 6.2 and Section 9.22 8.20 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, Issuer on or before March 30th 30 of each year, beginning on March 30, 20132016, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th of each year, beginning on March 30, 20132015, an Officer’s Certificate, dated as of December 31 of the immediately preceding year, providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default.. 9 Sale and Servicing Agreement (2014-3) (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, on or before March 30th of each year, beginning on March 30, 20132015, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria specified in Exhibit C as applicable to the Servicer during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th of each year, beginning on March 30, 20132015, an Officer’s Certificate, dated as of December 31 of the immediately preceding year, providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default.. 9 Sale and Servicing Agreement (2014-2) (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, on or before March 30th of each year, beginning on March 30, 20132015, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria specified in Exhibit C as applicable to the Servicer during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th of each year, beginning on March 30, 201320[ ], an Officer’s Certificate, dated as of December 31 of the immediately preceding year, providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b)) , Section 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, on or before March 30th of each year, beginning on March 30, 201320[ ], a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.. 9 Sale and Servicing Agreement (20[ ]-[ ])

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the The Servicer will deliver to the Rating Agencies, the Issuer, with a copy to the Indenture TrusteeTrustee and the representative of the several underwriters pursuant to Section 5(g) of the Underwriting Agreement, on or before March 30th 30 of each calendar year, beginning on March 30, 2013[ ], an Officer’s Certificate, dated as of December 31 of the immediately preceding year, Certificate (with appropriate insertions) providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days and each Rating Agency promptly after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the The Servicer will deliver to the IssuerIssuer and the representative of the several underwriters pursuant to Section 5(g) of the Underwriting Agreement, on or before March 30th 30 of each year, beginning on March 30, 2013[ ], a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.. 8 Sale & Servicing Agreement (20[ ]-[ ])

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the The Servicer will deliver to the Rating Agencies and the Issuer, with a copy to the Indenture Trustee, on or before March 30th 30 of each calendar year, beginning on March 30, 2013, [ ] an Officer’s Certificate, dated as of December 31 of the immediately preceding year, Certificate (with appropriate insertions) providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days Trustee, promptly after having obtained knowledge thereof written notice in an Officer’s Certificate of the occurrence of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), ) and Section 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the The Servicer will deliver to the Issuer, on or before March 30th 30 of each year, beginning on March 30, 2013[ ], a report regarding the Servicer’s assessment of compliance with the Servicing Criteria specified in Exhibit C as applicable to the Servicer during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or such other criteria as mutually agreed upon by the Seller and the Servicer.

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th of each year, beginning on March 30, 20132016, an Officer’s Certificate, dated as of December 31 of the immediately preceding year, providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, on or before March 30th of each year, beginning on March 30, 20132016, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria specified in Exhibit C as applicable to the Servicer during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.. 9 Sale and Servicing Agreement (2015-3)

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the The Servicer will shall deliver to the IssuerOwner Trustee, with a copy to the Depositor, the Indenture Trustee, on or before and each Rating Agency, prior to March 30th 30 of each calendar year, beginning on with March 30, 20132012, an Officerofficer’s Certificate, dated as of December 31 certificate signed by a Responsible Officer of the immediately preceding year, Servicer (the “Servicer’s Annual Certification”) in substantially the form of Exhibit B-2 providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will shall deliver to the IssuerOwner Trustee, with a copy to the Indenture Trustee within five (5) Business Days Trustee, each Rating Agency and the Depositor, promptly after having obtained knowledge thereof thereof, but in no event later than two Business Days thereafter, written notice in an Officerofficer’s Certificate certificate from a Responsible Officer thereof of any event which that is, or with the giving of notice or lapse of timetime or both would become, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the The Servicer will deliver to the Issuer, Issuer on or before March 30th 30 of each year, beginning on March 30, 2013[ ], a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.. Sale and Servicing Agreement

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the The Servicer will shall deliver to the IssuerOwner Trustee, with a copy to the Depositor, the Indenture Trustee, on or before and each Rating Agency, prior to March 30th 15th of each calendar year, beginning on with March 3015, 2013, an Officerofficer’s Certificate, dated as of December 31 certificate signed by a Responsible Officer of the immediately preceding year, Servicer (the “Servicer’s Annual Certification”) in substantially the form of Exhibit B-2 providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will shall deliver to the IssuerOwner Trustee, with a copy to the Indenture Trustee within five (5) Business Days Trustee, each Rating Agency and the Depositor, promptly after having obtained knowledge thereof thereof, but in no event later than two Business Days thereafter, written notice in an Officerofficer’s Certificate certificate from a Responsible Officer thereof of any event which that is, or with the giving of notice or lapse of timetime or both would become, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the The Servicer will deliver to the Issuer, Issuing Entity on or before March 30th 15 of each year, beginning on March 3015, 2013, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under Sale and Servicing Agreement paragraph (b) of Rule 13a-18, or 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing required to file any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the IssuerRating Agencies, with a copy to the Issuer and the Indenture Trustee, on or before March 30th 30 of each calendar year, beginning on March 30, 20132009, an Officer’s Certificate, dated as of December 31 of the immediately preceding year, Certificate (with appropriate insertions) providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days and each Rating Agency promptly after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing required to file any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, Issuer on or before March 30th 30 of each year, beginning on March 30, 20132009, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the IssuerRating Agencies, with a copy to the Issuer and the Indenture Trustee, on or before March 30th 30 of each calendar year, beginning on March 30, 201320[ ], an Officer’s Certificate, dated as of December 31 of the immediately preceding year, Certificate (with appropriate insertions) providing such information as is required under Item 1123 of Regulation AB.. 9 Sale and Servicing Agreement (USAA 20[ ]-[ ]) (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days and each Rating Agency promptly after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section ) and Sections 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, on or before March 30th 30 of each year, beginning on March 30, 201320[ ], a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar yearyear (or since the Closing Date in the case of the first such report), including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the The Servicer will deliver to the Rating Agencies, the Issuer, with a copy to the Indenture TrusteeTrustee and the representative of the several underwriters pursuant to Section 5(g) of the Underwriting Agreement, on or before March 30th 30 of each calendar year, beginning on March 30, 2013[ ], an Officer’s Certificate, dated as of December 31 of the immediately preceding year, Certificate (with appropriate insertions) providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days and each Rating Agency promptly after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the The Servicer will deliver to the IssuerIssuer and the representative of the several underwriters pursuant to Section 5(g) of the Underwriting Agreement, on or before March 30th 30 of each year, beginning on March 30, 2013[ ], a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th of each year, beginning on March 30, 201320[ ], an Officer’s Certificate, dated as of December 31 of the immediately preceding year, providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee within five (5) Business Days after having obtained knowledge thereof written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the Servicer will deliver to the Issuer, on or before March 30th of each year, beginning on March 30, 201320[ ], a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the The Servicer will shall deliver to the IssuerOwner Trustee, with a copy to the Depositor, the Indenture Trustee, on or before and each Rating Agency, prior to March 30th 30 of each calendar year, beginning on with March 3015, 2013, an Officerofficer’s Certificate, dated as of December 31 certificate signed by a Responsible Officer of the immediately preceding year, Servicer (the “Servicer’s Annual Certification”) in substantially the form of Exhibit B-2 providing such information as is required under Item 1123 of Regulation AB. (b) The Servicer will shall deliver to the IssuerOwner Trustee, with a copy to the Indenture Trustee within five (5) Business Days Trustee, each Rating Agency and the Depositor, promptly after having obtained knowledge thereof thereof, but in no event later than two Business Days thereafter, written notice in an Officerofficer’s Certificate certificate from a Responsible Officer thereof of any event which that is, or with the giving of notice or lapse of timetime or both would become, or both, would become a Servicer Replacement Event. Except to the extent set forth in this Section 3.9(b), Section 7.2 and Section 9.22 of this Agreement and Section 3.12 and Section 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and events of default. (c) So long as the Seller is filing any reports with respect to the Issuer under the Exchange Act, the The Servicer will deliver to the Issuer, Issuing Entity on or before March 30th 15 of each year, beginning on March 3015, 2013, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18, or 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.