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 30 of each calendar year, beginning on March 30, [ ], an Officer’s 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 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 3.10(b), Section 6.2 and Section 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 on or before March 30 of each year, beginning on March 30, [ ], 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 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 30 of each calendar year, beginning on March 30, [ ]2015, an Officer’s 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 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 3.10(b), Section 6.2 and Section 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 on or before March 30 of each year, beginning on March 30, [ ]2015, 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 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 30 of each calendar year, beginning on March 30, [ ]2010, an Officer’s 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 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 3.10(b), Section 6.2 3.9(b) and Section 8.20 Sections 7.2 and 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 Issuer, on or before March 30 of each year, beginning on March 30, [ ]2010, 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 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 30 of each calendar year, beginning on March 30, [ ]2011, an Officer’s 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 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 3.10(b), Section 6.2 3.9(b) and Section 8.20 Sections 7.2 and 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 Issuer, on or before March 30 of each year, beginning on March 30, [ ]2011, 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 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 30 of each calendar year, beginning on March 30, [ ]2024, an Officer’s 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 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 3.10(b), Section 6.2 and Section 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 on or before March 30 of each year, beginning on March 30, [ ]2024, 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 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 30 of each calendar year, beginning on March 30, [ ]2013, an Officer’s 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 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 3.10(b), Section 6.2 3.9(b) and Section 8.20 Sections 7.2 and 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 Issuer, on or before March 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 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 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 30 of each calendar year, beginning on March 30, [ ]2018, an Officer’s 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 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 3.10(b), Section 6.2 and Section 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 on or before March 30 of each year, beginning on March 30, [ ]2018, 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 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 30 of each calendar year, beginning on March 30, [ ]2016, an Officer’s 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 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 3.10(b), Section 6.2 3.9(b) and Section 8.20 Sections 7.2 and 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 Issuer, on or before March 30 of each year, beginning on March 30, [ ]2016, 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 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 30 30th of each calendar year, beginning on March 30, [ ]2017, an Officer’s Certificate (with appropriate insertions) Certificate, dated as of December 31 of the immediately preceding year, providing such information as is required under Item 1123 of Regulation AB.. 8 Sale and Servicing Agreement (2016-2) (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee promptly 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 3.10(b)3.9(b) , Section 6.2 7.2 and Section 8.20 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 30 30th of each year, beginning on March 3030th, [ ]2017, 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 and 13a-18, or 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 30 of each calendar year, beginning on March 30, [ ]2020, an Officer’s 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 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 3.10(b), Section 6.2 and Section 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 on or before March 30 of each year, beginning on March 30, [ ]2020, 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 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 30 of each calendar year, beginning on March 30, [ ]2015, an Officer’s 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 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 3.10(b), Section 6.2 3.9(b) and Section 8.20 Sections 7.2 and 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 Issuer, on or before March 30 of each year, beginning on March 30, [ ]2015, 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 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 30 30th of each calendar year, beginning on March 30, 20[ ], an Officer’s Certificate (with appropriate insertions) Certificate, dated as of December 31 of the immediately preceding year, providing such information as is required under Item 1123 of Regulation AB.. 8 Sale and Servicing Agreement (20[ ]-[ ]) (b) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee promptly 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 3.10(b3.9(b), Section 6.2 7.2 and Section 8.20 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 30 30th of each year, beginning on March 3030th, 20[ ], 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 and 13a-18, or 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 30 of each calendar year, beginning on March 30, [ ]2014, an Officer’s 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 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 3.10(b), Section 6.2 and Section 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 on or before March 30 of each year, beginning on March 30, [ ]2014, 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 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 30 of each calendar year, beginning on March 30, [ ]2016, an Officer’s 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 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 3.10(b), Section 6.2 and Section 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 on or before March 30 of each year, beginning on March 30, [ ]2016, 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 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 30 of each calendar year, beginning on March 30, 20[ ], an Officer’s 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 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 3.10(b), Section 6.2 3.9(b) and Section 8.20 Sections 7.2 and 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 Issuer, on or before March 30 of each year, beginning on March 30, 20[ ], 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 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 Depositor 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 30 of each calendar year, beginning on March 30, [ ], an Officer’s 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 Trustee, promptly after having obtained knowledge thereof thereof, a 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 3.10(b), Section 3.9(b) and Sections 6.2 and Section 8.20 8.19 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 Depositor 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 30 of each year, beginning on March 30, [ ], 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 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 30 of each calendar year, beginning on March 30, [ ]2009, an Officer’s 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 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 3.10(b), Section 6.2 3.9(b) and Section 8.20 Sections 7.2 and 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 Issuer, on or before March 30 of each year, beginning on March 30, [ ]2009, 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 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 30 of each calendar year, beginning on March 30, [ ]2014, an Officer’s 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 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 3.10(b3.9(b), Section 6.2 and Section 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 on or before March 30 of each year, beginning on March 30, [ ]2014, 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 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[ and the Grantor Trust], with a copy to the Indenture Trustee, on or before March 30 30th of each calendar year, beginning on March 30, 20[ ], an Officer’s Certificate (with appropriate insertions) 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 promptly 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 3.10(b3.9(b), Section 6.2 7.2 and Section 8.20 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[ and the Grantor Trust], on or before March 30 30th of each year, beginning on March 30, 20[ ], 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 and 13a-18, or 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.