Notices to Rating Agencies. The Administrator shall give notice to each Rating Agency of (i) any merger or consolidation of the Owner Trustee pursuant to Section 10.4 of the Trust Agreement; (ii) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (iii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (iv) any Default or Event of Default of which it has been provided notice pursuant to Section 6.5 of the Indenture; (v) the termination of, and/or appointment of a successor to, the Servicer pursuant to Section 7.1 of the Sale and Servicing Agreement; and (vi) any supplemental indenture pursuant to Section 9.1 or 9.2 of the Indenture; which notice shall be given in the case of each of clauses (i) through (vi) promptly upon the Administrator being notified thereof by the Owner Trustee, the Indenture Trustee or the Servicer, as applicable.
Notices to Rating Agencies. Where this Indenture requires notice to the Rating Agencies, failure to give the notice will not affect other rights or obligations under this Indenture, and will not be a Default or Event of Default.
Notices to Rating Agencies. The Depositor, the Master Servicer or the Trustee, as applicable, shall notify each Rating Agency and each Subservicer at such time as it is otherwise required pursuant to this Agreement to give notice of the occurrence of, any of the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or provide a copy to each Rating Agency and each Subservicer at such time as otherwise required to be delivered pursuant to this Agreement of any of the statements described in clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer or Trustee or a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket fidelity bond and the errors and omissions insurance policy required by Section 3.12 or the cancellation or modification of coverage under any such instrument,
(e) the statement required to be delivered to the Holders of each Class of Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to Sections 3.18 and 3.19,
(g) a change in the location of the Custodial Account or the Certificate Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders of any Class of Certificates resulting from the failure by the Master Servicer to make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan, provided, however, that with respect to notice of the occurrence of the events described in clauses (d), (g) or (h) above, the Master Servicer shall provide prompt written notice to each Rating Agency and each Subservicer of any such event known to the Master Servicer.
Notices to Rating Agencies. If Ford Credit is the Administrator, the Administrator will prepare and give all notices to the Rating Agencies required to be given by the Issuer or the Administrator under the Transaction Documents, including notice of an Event of Default under Section 3.15 of the Indenture and a Servicer Termination Event under Section 3.6(c) of the Indenture. If Ford Credit is no longer the Administrator, the Administrator will prepare and provide any Rating Agency notices to the Sponsor and will direct the Sponsor to give them to the Rating Agencies.
Notices to Rating Agencies. If Ally Financial is no longer the Administrator, the Custodian or the Servicer, any successor Administrator, Custodian or Servicer, as applicable, shall provide any required Rating Agency notices to the Depositor, who shall promptly provide such notice to the Rating Agencies. All requests, demands, directions, consents, waivers, notices, authorizations and communications provided or permitted under any Basic Document to be made upon, given or furnished to or filed with the Depositor, the Servicer, the Administrator, the Indenture Trustee, the Issuing Entity, the Owner Trustee, the Custodian or the Rating Agencies shall be in writing, personally delivered, sent by facsimile or email, in each case with a copy to follow via first class mail or mailed by certified mail-return receipt requested, and shall be deemed to have been duly given upon receipt:
(a) in the case of the Depositor, at the following address: Ally Auto Assets LLC Corporation Trust Center 0000 Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000, with a copy to: Executive Director – U.S. Securitization Ally Financial Inc. 000 Xxxxxxxxxxx Xxxxxx 00xx Xxxxx, XX: 482-B12-C24 Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Xxxx Xxxxxx Email: as set forth on the attached Schedule 1 (b) in the case of the Seller, at the following address: Ally Bank 0000 Xxxxx Xxxx Xxxxxx Xxxxx 000 Xxxxxxx, Xxxx 00000 Facsimile: (000) 000-0000 Attention: Xxx Xxxxxxxx Email: as set forth on the attached Schedule 1
Notices to Rating Agencies. The Administrator, on behalf of the Issuer, shall give notice to each Rating Agency of (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase Agreement, Schedule II of the Sale Agreement and Schedule I of the Indenture; (ii) the termination of, and/or appointment of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 of the Servicing Agreement; (iii) any waiver of a Servicer Replacement Event pursuant to Section 6.1(b) of the Servicing Agreement; (iv) any amendment to the Servicing Agreement pursuant to Section 8.1 of the Servicing Agreement; (v) any Officer’s Certificate delivered pursuant to Section 3.12 of the Indenture with respect to any Event of Default under the Indenture; (vi) any officer’s certificate of the Issuer delivered pursuant to Section 3.9 of the Indenture; (vii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (viii) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (ix) any notice of Default pursuant to Section 6.5 of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xii) any amendment pursuant to Section 12 of this Agreement; and (xiii) any merger or consolidation of the Seller pursuant to Section 3.4 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof by the Purchaser, the Owner Trustee (to the extent a Responsible Officer of the Owner Trustee has received written notice thereof), the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) or the Servicer.
Notices to Rating Agencies. (a) The Trustee shall promptly provide notice (which notice can be set forth on the Distribution Date Statement despite the requirements of Section 11.05) to each Rating Agency with respect to each of the following of which it has actual knowledge:
(i) any material change or amendment to this Agreement;
(ii) the occurrence of any Event of Default or Outside Servicer Default that has not been cured;
(iii) the resignation or termination of a Fiscal Agent, the Master Servicer or the Special Servicer;
(iv) the repurchase of Trust Mortgage Loans by the Depositor or an Unaffiliated Mortgage Loan Seller pursuant to or as contemplated by Section 2.03;
(v) the final payment to any Class of Certificateholders; and
(vi) any sale or disposition of any Trust Mortgage Loan or REO Property.
(b) The Master Servicer shall promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge:
(i) the resignation or removal of the Trustee;
(ii) any change in the location of any Custodial Account;
(iii) any assumption of, or release of a Mortgagor under, a Trust Mortgage Loan that is, or a concentration of Trust Mortgage Loans (by the related sponsor) that is, one of the ten (10) largest Trust Mortgage Loans as of the date of the assumption (by Stated Principal Balance); and
(iv) any incurrence of additional indebtedness encumbering the Mortgaged Property securing a Trust Mortgage Loan that is, or a concentration of Trust Mortgage Loans (by the related sponsor) that is, one of the ten (10) largest Trust Mortgage Loans as of the date that such debt is incurred (by Stated Principal Balance).
(c) The Special Servicer shall furnish each Rating Agency with respect to a Specially Serviced Mortgage Loan such information as the Rating Agency shall reasonably request and which the Special Servicer can reasonably provide in accordance with applicable law, with copies to the Trustee.
(d) To the extent applicable, each of the Master Servicer and the Special Servicer shall promptly furnish to each Rating Agency copies of the following items:
(i) each of its annual statements as to compliance described in Section 3.13;
(ii) each of its annual independent public accountants' servicing reports described in Section 3.14; and
(iii) any Officer's Certificate delivered by it to the Trustee pursuant to Section 3.11(h) or 4.03(c).
(e) The Trustee shall (i) make available to each Rating Agency, upon reasonable notice, the items described in Section 8.1...
Notices to Rating Agencies. If Ally Financial is no longer the Administrator, the Custodian or the Servicer, any successor Administrator, Custodian or Servicer, as applicable, shall provide any required Rating Agency notices to the Depositor, who shall promptly provide such notice to the Rating Agencies.
Notices to Rating Agencies. (a) The Trustee shall promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge:
(i) any material change or amendment to this Agreement;
(ii) the occurrence of any Event of Default that has not been cured;
(iii) the resignation or termination of the Trustee, the Master Servicer or the Special Servicer; 234
(iv) the repurchase of Mortgage Loans by either of the Mortgage Loan Originators pursuant to the Mortgage Loan Purchase Agreement or the Merrill Mortgage Loan Purchase Agreement;
(v) any change in the location of the Distribution Account;
(vi) the final payment to any Class of Certificateholders; and
(vii) any sale or disposition of any Mortgage Loan or REO Property.
(b) The Master Servicer shall promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge:
(i) the resignation or removal of the Trustee; and
(ii) any change in the location of the Certificate Account.
(c) The Special Servicer shall furnish each Rating Agency with respect to a non-performing or defaulted Mortgage Loan such information as the Rating Agency shall reasonably request and which the Special Servicer can reasonably provide in accordance with applicable law.
(d) To the extent applicable, each of the Master Servicer and the Special Servicer shall promptly furnish to each Rating Agency copies of the following items:
(i) each of its annual statements as to compliance described in Section 3.13;
(ii) each of its annual independent public accountants' servicing reports described in Section 3.14;
(iii) any Officers' Certificate delivered to the Trustee pursuant to Section 4.03(c) or 3.08; and
(iv) each of the reports described in Section 3.12(a) and the statements and reports described in Sections 3.12(b), 3.12(c) and 3.12(d).
(e) The Trustee shall (i) make available to each Rating Agency, upon reasonable notice, the items described in Section 3.15(a) and (ii) promptly deliver to each Rating Agency a copy of any notices given pursuant to Section 7.03(a) or Section 7.03(b). 235
(f) The Trustee shall promptly deliver to each Rating Agency a copy of each statement or report described in Section 4.02.
(g) Each of the Trustee, the Master Servicer and the Special Servicer shall provide to each Rating Agency such other information with respect to the Mortgage Loans and the Certificates, to the extent such party possesses such information, as such Rating Agency shall reasonably reque...
Notices to Rating Agencies. If Carvana is no longer the Administrator, any successor Administrator shall provide any required Rating Agency notices to the Depositor, who shall promptly provide such notice to the Rating Agencies.
