Notice to Rating Agencies and Certificateholder Sample Clauses

Notice to Rating Agencies and Certificateholder. The Trustee shall use its best efforts to promptly provide notice to the Rating Agency referred to below with respect to each of the following of which it has actual knowledge: 1. Any material change or amendment to this Agreement; 2. The occurrence of any Event of Default that has not been cured; 3. The resignation or termination of the Master Servicer or the Trustee; 4. The repurchase or substitution of Mortgage Loans pursuant to Section 2.04; 5. The final payment to Certificateholders; and 6. Any change in the location of the Custodial Account or the Certificate Account. In addition, the Trustee shall promptly furnish to the Rating Agency copies of the following: 1. Each report to Certificateholders described in Section 4.02; 2. Each annual independent public accountants' servicing report received as described in Section 3.20; and 3. Each Master Servicer compliance report received as described in Section 3.19. Any such notice pursuant to this Section 11.09 shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by first class mail, postage prepaid, or by express delivery service to (i) in the case of [_________________________] Attention: ______________ the case of [____________________________________________________] or, in each case, such other address as such Rating Agency may designate in writing to the parties thereto.
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Notice to Rating Agencies and Certificateholder. Exhibit A-1 Form of Class A Certificate Exhibit A-2 Form of Class B Certificate Exhibit B Form of Class R Certificate Exhibit C Form of Trustee Initial Certification Exhibit D Form of Trustee Final Certification Exhibit E Form of Remittance Report Exhibit F-1 Request for Release Exhibit F-2 Request for Release for Mortgage Loans Paid in Full Exhibit G-1 Form of Investor Representation Letter Exhibit G-2 Form of Transferor Representation Letter Exhibit G-3 Transferor Affidavit and Agreement in connection with transfer of Residual Certificates Exhibit G-4 Form of Transferor Certificate Exhibit G-5 Form of Investor Representation Letter for Insurance Companies Exhibit H Mortgage Loan Schedule Exhibit I Seller's Warranty Certificate Exhibit J Form of Notice Under Section 3.24 Exhibit K Form of Depositor Certification Exhibit L Form of Trustee Certification Exhibit M Form of Servicer Certification Exhibit N Servicing Criteria to Be Addressed in Assessment of Compliance This Pooling and Servicing Agreement, effective as of _______________ 1, 200_, among BNP PARIBAS MORTGAGE SECURITIES LLC, as the depositor (together with its permitted successors and assigns, the "Depositor"), [NAME OF MASTER SERVICER], as master servicer (together with its permitted successors and assigns, the "Master Servicer"), and [NAME OF TRUSTEE], as trustee (together with its permitted successors and assigns, the "Trustee"),
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Notice to Rating Agencies and Certificateholder. The Trustee shall use its best efforts to promptly provide notice to each Rating Agency referred to below with respect to each of the following of which it has actual knowledge: 1. Any material change or amendment to this Agreement; 2. The occurrence of any Event of Default that has not been cured; 3. The resignation or termination of the Master Servicer or the Trustee; 4. The repurchase of Mortgage Loans pursuant to Section 2.03; 5. The final payment to Certificateholders; and 6. Any change in the location of the Custodial Account, the Excess Proceeds Account or the Certificate Account. In addition, the Trustee shall promptly furnish to each Rating Agency copies of the following: 1. Each report to Certificateholders described in Section 4.02; and 2. Each annual independent public accountants' servicing report described in Section 3.20. Any such notice pursuant to this Section 11.09 shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by first class mail, postage prepaid, or by express delivery service to (i) in the case of Xxxxx'x Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Residential Pass-Through Monitoring and (ii) in the case of Duff & Xxxxxx Credit Rating Co., 00 X. Xxxxxx Street, 35th Floor, Chicago, Illinois 60603, Attention: MBS Monitoring, or, in each case, such other address as such Rating Agency may designate in writing to the parties thereto.
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Notice to Rating Agencies and Certificateholder. The Trustee shall use its best efforts to promptly provide notice to the Rating Agencies and the Certificate Insurer with respect to each of the following of which it has actual knowledge: 1. Any material change or amendment to this Agreement; 2. The occurrence of any Event of Default that has not been cured; 3. The resignation or termination of the Master Servicer or the Trustee; 4. The repurchase f Mortgage Loans pursuant to Section 3.03; 5. The final payment to Certificateholders; and 6. Any change in the location of the Collection Account or the Certificate Accounts. In addition, the Trustee shall promptly furnish to the Rating Agencies copies of the following: 1. Each report to Certificateholders described in Section 6.07; and 2. Each annual independent public accountants' servicing report described in Section 5.17. Any such notice pursuant to this Section 11.13 shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by first class mail, postage prepaid, or by express delivery service (except in the case of notice to the Certificate Insurer which notice shall be given in accordance with Section 11.05 hereof).
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Notice to Rating Agencies and Certificateholder. The Trustee shall use its best efforts to promptly provide notice to the Rating Agencies and the Certificate Insurer with respect to each of the following of which it has actual knowledge: 1. Any material change or amendment to this Agreement; 2. The occurrence of any Event of Default that has not been cured; 3. The resignation or termination of the Servicer or the Trustee; 4. The repurchase of Mortgage Loans pursuant to Section 3.03; 5. The final payment to Certificateholders; and 6. Any change in the location of the Collection Account or the Certificate Accounts.
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Notice to Rating Agencies and Certificateholder. The Trustee shall use its best efforts to promptly provide notice to the Rating Agency referred to below through the Rule 17g-5 Information Provider with respect to each of the following of which it has actual knowledge: 1. Any material change or amendment to this Agreement; 2. The occurrence of any Event of Default that has not been cured; 3. The resignation or termination of the Master Servicer or the Trustee; 4. The repurchase or substitution of Mortgage Loans pursuant to Section 2.04; 5. The final payment to Certificateholders; and 6. Any change in the location of the Custodial Account or the Certificate Account. In addition, the Trustee shall promptly provide or make available to the Rating Agency through the Rule 17g-5 Information Provider copies of the following: 1. Each report to Certificateholders described in Section 4.02; 2. Each annual independent public accountants' servicing report received as described in Section 3.20; and 3. Each Master Servicer compliance report received as described in
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Related to Notice to Rating Agencies and Certificateholder

  • Rating Agencies To the extent, if any, that the ratings provided with respect to the Offered Certificates by certain nationally recognized statistical rating organizations (as described in Section 6(q)) are conditional upon the furnishing of documents or the taking of any other action by the Depositor, the Depositor shall use its best efforts to furnish such documents and take any other such action.

  • Notice to Rating Agencies (a) The Trustee shall use its best efforts promptly to provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge: (i) any change or amendment to this Trust Agreement; (ii) the resignation or termination of the Trustee; (iii) the final payment to Holders of the Certificates of any Class; (iv) any change in the location of the Certificate Account; and (v) any event that would result in the inability of the Trustee to make Advances. (b) In addition, the Trustee shall promptly furnish to each Rating Agency copies of each report to Certificateholders described in Section 4.03. (c) Any such notice pursuant to this Section 11.05 shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by first class mail, postage prepaid, or by express delivery service to each Rating Agency at the address specified below or in the applicable Supplement. (i) Any and all notices to be given to Moody's shall be deemed to have been duly given if sent by facsimile transmission to Moody's at Moody's Investors Service, Inc., 99 Church Street, New York, New York 00000, Attention: CBO/CLO Monitoxxxx Xxxxxxxxxx, xxxxxxxxx xxxxxxxxxxxx xxmber (212) 553-0355, telephone confirmation number (212) 553-1494. Moody's may cxxxxx xxis information by notice to the Xxxxxxxxx xxx the Trustee. (ii) Any and all notices to be given to S&P shall be deemed to have been duly given if sent by facsimile transmission to S&P at Standard & Poor's Rating Group, 26 Broadway, New York, New York 10004, Attention: Structured Finance Xxxxxxxxxxxx Xxxxx, facsimile transmission number (212) 208-0030, telephone confirmation number (212) 208-1191. S&P may xxxxxx xxxx xnformation by notice to the Depoxxxxx xxx xxx Trustee. (iii) Any and all notices to be given to DCR shall be deemed to have been duly given in sent by facsimile transmission to DCR at Duff & Phelps Credit Rating Co., 55 E. Monroe Street, Suite 3500, Chicago, IX 00003-5701, Attention: Kxxxx X'Xxxxxll, facsimile transmission number (312) 368-3155, telephxxx xxxxxxxxxxxn number (312) 368- 3100. DCR may chanxx xxxx information by notice to the Depositor and the Trustee. (iv) Any and all notices to be given to Fitch shall be deemed to have been duly given in sent by facsimile transmission to Fitch at Fitch Investors Service, L.P., One State Street Plaza, New York, NY 10004, facsimile transmission nuxxxx (000) 000-0000, xxxxxxxxx xxxxxxxxxxxn number (212) 908-0500. Fitch mxx xxxxxx xxxx information by notice to the Depositor and the Trustee.

  • Notification to Noteholders and Certificateholders Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article VII, the Indenture Trustee shall give prompt written notice thereof to the Noteholders and the Depositor, who promptly shall provide such notice to the Rating Agencies, and the Owner Trustee shall give prompt written notice thereof to the Certificateholders.

  • Rating Agency Downgrade In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s (and together with S&P and Fitch, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, BSFP shall, subject to the Rating Agency Condition, at its own expense, either (i) cause another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.

  • Rating Agency Each of Xxxxx’x, Fitch and S&P or their successors. If such agencies or their successors are no longer in existence, “Rating Agencies” shall be such nationally recognized statistical rating agencies, or other comparable person, agreed upon and designated by the Seller, notice of which designation shall be given to the Trustee, the NIMS Insurer, the Master Servicer and the Servicer.

  • Notice to the Rating Agencies (a) Each of the Trustee and the Servicer shall be obligated to use its best reasonable efforts promptly to provide notice to the Rating Agencies with respect to each of the following of which a Responsible Officer of the Trustee or Servicer, as the case may be, has actual knowledge: (i) any material change or amendment to this Agreement; (ii) the occurrence of any Servicer Event of Termination that has not been cured or waived; (iii) the resignation or termination of the Servicer or the Trustee; (iv) the final payment to Holders of the Certificates of any Class; (v) any change in the location of any Account; and (vi) if the Trustee is acting as successor Servicer pursuant to Section 7.02 hereof, any event that would result in the inability of the Trustee to make Advances. (b) In addition, the Trustee shall promptly make available to each Rating Agency copies of each Statement to Certificateholders described in Sections 4.03 and 3.19 hereof and the Servicer shall promptly furnish to each Rating Agency copies of the following: (i) each annual statement as to compliance described in Section 3.20 hereof; (ii) each annual independent public accountants' servicing report described in Section 3.21 hereof; and (iii) each notice delivered pursuant to Section 7.01(a) hereof which relates to the fact that the Servicer has not made an Advance. Any such notice pursuant to this Section 11.08 shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by first class mail, postage prepaid, or by express delivery service to (i) Xxxxx'x Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and (ii) Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Residential Mortgage Surveillance Group.

  • Notice to Depositor In the event that the Trustee shall have been notified at any time of any action to be taken or proposed to be taken by at least a legally required number of holders of any Securities deposited in a Trust, the Trustee shall take such action or omit from taking any action, as appropriate, so as to insure that the Securities are voted as closely as possible in the same manner and the same general proportion as are the Securities held by owners other than such Trust. In the event that an offer by the issuer of any of the Securities or any other party shall be made to issue new securities, or to exchange securities, for Trust Securities, the Trustee shall reject such offer. However, should any issuance, exchange or substitution be effected notwithstanding such rejection or without an initial offer, any securities, cash and/or property received shall be deposited hereunder and shall be promptly sold, if securities or property, by the Trustee pursuant to the Depositor's direction, unless the Depositor advises the Trustee to keep such securities or property. The Depositor may rely on the Portfolio Supervisor in so advising the Trustee. The cash received in such exchange and cash proceeds of any such sales shall be distributed to Unit holders on the next distribution date in the manner set forth in Section 3.05 regarding distributions from the Capital Account. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any such sale. Neither the Depositor nor the Trustee shall be liable to any person for any action or failure to take action pursuant to the terms of this Section 3.11. Whenever new securities or property is received and retained by a Trust pursuant to this Section 3.11, the Trustee shall provide to all Unit holders of such Trust notices of such acquisition in the Trustee's annual report unless prior notice is directed by the Depositor." Y. Article III of the Standard Terms and Conditions of Trust is hereby amended by deleting Section 3.13 and replacing it with the following:

  • Rating Agency Confirmation (a) Notwithstanding the terms of any of the Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires a Rating Agency Confirmation or a written confirmation from a Rating Agency that any action thereunder or hereunder will not cause a downgrade, withdrawal or qualification of the then-current ratings on the Certificates as a condition precedent to such action, and if the party (the “Requesting Party”) required to obtain such Rating Agency Confirmation has (i) made a request to any Rating Agency for such Rating Agency Confirmation and (ii) within 10 Business Days of such request being posted on the 17g-5 Information Provider’s Website, such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (x) such Requesting Party shall be required to promptly request the related Rating Agency Confirmation again, and (y) if there is no response to either such Rating Agency Confirmation request within 5 Business Days of such second request, then (1) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loan, the requirement to obtain Rating Agency Confirmation shall be considered not to apply with respect to such Rating Agency for such action at such time (as if such requirement did not exist for such matter at such time), other than such a requirement with respect to the replacement of the Servicer or Special Servicer, and (2) with respect to replacement of the Servicer or Special Servicer, such condition shall be deemed not to apply if, in the event Fitch is the non-responding Rating Agency, the replacement servicer has a commercial master servicer rating of at least “CMS3” from Fitch or the replacement special servicer has a commercial special servicer rating of at least “CSS3” from Fitch, as applicable. Any Rating Agency Confirmation request made by the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable, pursuant to this Agreement, shall be made in writing (which may be in electronic form), which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable, reasonably deems necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation request shall be provided (in electronic format reasonably acceptable to the 17g-5 Information Provider) to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 8.14(b). Promptly following the Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.27 following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Servicer or Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 8.14(b). (b) Notwithstanding the terms of the related Mortgage Loan Documents, the other provisions of this Agreement or the Co-Lender Agreement, with respect to any Companion Loan as to which there exists Companion Loan Securities, if any action relating to the servicing and administration of the Mortgage Loan or any Foreclosed Property (the “Relevant Action”) requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except as set forth below in this paragraph, such action will also require delivery of a Companion Loan Rating Agency Confirmation as a condition precedent to such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall be sought by the Servicer or Special Servicer, as applicable, depending on whichever such party is seeking the corresponding Rating Agency Confirmation(s) in connection with the Relevant Action. The requirement to obtain a Companion Loan Rating Agency Confirmation with respect to any Companion Loan Securities will be subject to, will be permitted to be waived by the Servicer and the Special Servicer on, and will be deemed not to apply on, the same terms and conditions applicable to obtaining Rating Agency Confirmations, as set forth in this Agreement; provided, that the Servicer or Special Servicer, as applicable, depending on which is seeking the subject Companion Loan Rating Agency Confirmation, shall forward to one or more of its counterpart (i.e., the master servicer or special servicer, as applicable), the 17g-5 Information Provider’s counterpart, or such other party or parties (as are agreed to by the Servicer or the Special Servicer, as applicable, and the applicable parties for the related Other Securitization Trust), at the expense of the Other Securitization Trust to the extent not borne by the Borrower, and in such format as the sender and recipient may reasonably agree, (i) the request for such Companion Loan Rating Agency Confirmation at approximately the same time that the request for Rating Agency Confirmation with respect to the applicable Relevant Action is sent to the 17g-5 Information Provider, (ii) all materials forwarded to the 17g-5 Information Provider under this Agreement in connection with seeking the Rating Agency Confirmation(s) for the applicable Relevant Action at approximately the same time that such materials are forwarded to the 17g-5 Information Provider, and (iii) any other materials that the applicable Companion Loan Rating Agency may reasonably request in connection with such Companion Loan Rating Agency Confirmation promptly following such request. The Servicer or the Special Servicer, as applicable, may (but is not obligated to) send the request for a Companion Loan Rating Agency Confirmation (and the related materials sent to the 17g-5 Information Provider’s counterpart in connection therewith) to the applicable Companion Loan Rating Agency following the earlier of (a) receipt of notification from the 17g-5 Information Provider’s counterpart that such information, report, notice or other document has been posted to the 17g-5 Information Provider counterpart’s website and (b) after 12:00 p.m. on the first Business Day following the date it has provided such information, report, notice or other document to the 17g-5 Information Provider. Each of the Servicer and the Certificate Administrator shall, promptly following receipt of written request from the Special Servicer, provide to the Special Servicer the contact information for the master servicer, the special servicer, the trustee, the certificate administrator and the 17g-5 Information Provider’s counterpart for the Other Securitization Trust, in each case solely to the extent known to it. (c) To the extent it is permitted to do under the Mortgage Loan Agreement, the Servicer (if no Special Servicing Loan Event has occurred and is continuing) or the Special Servicer (during a Special Servicing Loan Event) shall, or shall require the Borrower to, obtain a Rating Agency Confirmation from the Rating Agency with respect to any of the following matters as set forth in the Mortgage Loan Agreement: (i) an Approved Replacement Guarantor (as defined in the Mortgage Loan Agreement); and (ii) a Transfer and Assumption (as defined in the Mortgage Loan Agreement);

  • Notice to Noteholders Notices to a Noteholder will be considered received by the Noteholder: (i) for Definitive Notes, for overnight mail, on delivery or, for registered first class mail, postage prepaid, three days after deposit in the mail properly addressed to the Noteholder at its address in the Note Register; or (ii) for Book-Entry Notes, when delivered under the procedures of the Clearing Agency, whether or not the Noteholder actually receives the notice.

  • Statements to Certificateholders; Statements to Rating Agencies; Exchange Act Reporting (a) Concurrently with each distribution charged to the Certificate Account and with respect to each Distribution Date the Master Servicer shall forward to the Trustee and the Trustee shall either forward by mail or make available to each Holder and the Company, via the Trustee's internet website, a statement (and at its option, any additional files containing the same information in an alternative format) setting forth information as to each Class of Certificates, the Mortgage Pool and, if the Mortgage Pool is comprised of two or more Loan Groups, each Loan Group, to the extent applicable. This statement will include the information set forth in an exhibit to the Series Supplement. Such exhibit shall set forth the Trustee's internet website address together with a phone number. The Trustee shall mail to each Holder that requests a paper copy by telephone a paper copy via first class mail. The Trustee may modify the distribution procedures set forth in this Section provided that such procedures are no less convenient for the Certificateholders. The Trustee shall provide prior notification to the Company, the Master Servicer and the Certificateholders regarding any such modification. In addition, the Master Servicer shall provide to any manager of a trust fund consisting of some or all of the Certificates, upon reasonable request, such additional information as is reasonably obtainable by the Master Servicer at no additional expense to the Master Servicer. Also, at the request of a Rating Agency, the Master Servicer shall provide the information relating to the Reportable Modified Mortgage Loans substantially in the form attached hereto as Exhibit Q to such Rating Agency within a reasonable period of time; provided, however, that the Master Servicer shall not be required to provide such information more than four times in a calendar year to any Rating Agency. (b) Within a reasonable period of time after the end of each calendar year, the Master Servicer shall prepare, or cause to be prepared, and shall forward, or cause to be forwarded, to each Person who at any time during the calendar year was the Holder of a Certificate, other than a Class R Certificate, a statement containing the information set forth in clauses (i) and (ii) of the exhibit to the Series Supplement referred to in subsection (a) above aggregated for such calendar year or applicable portion thereof during which such Person was a Certificateholder. Such obligation of the Master Servicer shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Master Servicer pursuant to any requirements of the Code. (c) Within a reasonable period of time after the end of each calendar year, the Master Servicer shall prepare, or cause to be prepared, and shall forward, or cause to be forwarded, to each Person who at any time during the calendar year was the Holder of a Class R Certificate, a statement containing the applicable distribution information provided pursuant to this Section 4.03 aggregated for such calendar year or applicable portion thereof during which such Person was the Holder of a Class R Certificate. Such obligation of the Master Servicer shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Master Servicer pursuant to any requirements of the Code. (d) Upon the written request of any Certificateholder, the Master Servicer, as soon as reasonably practicable, shall provide the requesting Certificateholder with such information as is necessary and appropriate, in the Master Servicer's sole discretion, for purposes of satisfying applicable reporting requirements under Rule 144A. (e) The Master Servicer shall, on behalf of the Depositor and in respect of the Trust Fund, sign and cause to be filed with the Commission any periodic reports required to be filed under the provisions of the Exchange Act, and the rules and regulations of the Commission thereunder. In connection with the preparation and filing of such periodic reports, the Trustee shall timely provide to the Master Servicer (I) a list of Certificateholders as shown on the Certificate Register as of the end of each calendar year, (II) copies of all pleadings, other legal process and any other documents relating to any claims, charges or complaints involving the Trustee, as trustee hereunder, or the Trust Fund that are received by the Trustee, (III) notice of all matters that, to the actual knowledge of a Responsible Officer of the Trustee, have been submitted to a vote of the Certificateholders, other than those matters that have been submitted to a vote of the Certificateholders at the request of the Depositor or the Master Servicer, and (IV) notice of any failure of the Trustee to make any distribution to the Certificateholders as required pursuant to the Series Supplement. Neither the Master Servicer nor the Trustee shall have any liability with respect to the Master Servicer's failure to properly prepare or file such periodic reports resulting from or relating to the Master Servicer's inability or failure to obtain any information not resulting from the Master Servicer's own negligence or willful misconduct. Any Form 10-K filed with the Commission in connection with this Section 4.03(e) shall include a certification, signed by the senior officer in charge of the servicing functions of the Master Servicer, in the form attached as Exhibit O hereto or such other form as may be required or permitted by the Commission (the "Form 10-K Certification"), in compliance with Rules 13a-14 and 15d-14 under the Exchange Act and any additional directives of the Commission. In connection with the Form 10-K Certification, the Trustee shall provide the Master Servicer with a back-up certification substantially in the form attached hereto as Exhibit P. This Section 4.03(e) may be amended in accordance with this Agreement without the consent of the Certificateholders.

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