Common use of Communications with Rating Agencies Clause in Contracts

Communications with Rating Agencies. If the Servicer, the Administrative Agent or the Indenture Trustee shall receive any written or oral communication from any Note Rating Agency (or any of the respective officers, directors or employees of any Note Rating Agency) with respect to the transactions contemplated hereby or under the Transaction Documents or in any way relating to the Notes, the Servicer, the Administrative Agent and the Indenture Trustee agree to refrain from communicating with such Note Rating Agency and to promptly notify the Administrator of such communication; provided, however, that if the Servicer, the Administrative Agent or the Indenture Trustee receives an oral communication from a Note Rating Agency, the Servicer, the Administrative Agent or the Indenture Trustee, as the case may be, is authorized to refer such Note Rating Agency to the Administrator, who will respond to such oral communication. At the written request of the Administrator, the Servicer, the Administrative Agent and the Indenture Trustee agree to cooperate with the Administrator to provide certain information to the Administrator that may be reasonably required by a Note Rating Agency to rate or to perform ratings surveillance on the Notes, and acknowledge and agree that the Administrator shall be permitted, in turn, to provide such information to the Note Rating Agencies via the internet address identified therefor by the Administrator; provided, that the Servicer, the Administrative Agent and the Indenture Trustee shall only be required to provide such information that is reasonably available to such party at the time of request. Notwithstanding any other provision of this Agreement or the other Transaction Documents, under no circumstances shall the Servicer, the Administrative Agent or the Indenture Trustee be required to participate in telephone conversations or other oral communications with a Note Rating Agency, nor shall the Servicer, the Administrative Agent or the Indenture Trustee be prohibited from communicating with any nationally recognized statistical rating organization about matters other than the Notes or the transactions contemplated hereby or by the Transaction Documents. Furthermore for the avoidance of doubt, the Indenture Trustee may make statements to Noteholders available on its website (as contemplated by Section 3.5(a) hereof), and such action is not prohibited by this Section 14.9.

Communications with Rating Agencies. If the Servicer, the Administrative Agent or the Indenture Trustee shall receive any written or oral communication from any Note Rating Agency (or any of the respective officers, directors or employees of any Note Rating Agency) with respect to the transactions contemplated hereby or under the Transaction Documents or in any way relating to the Notes, the Servicer, the Administrative Agent and the Indenture Trustee agree to refrain from communicating with such Note Rating Agency and to promptly notify the Administrator of such communication; provided, however, that if the Servicer, the Administrative Agent or the Indenture Trustee receives an oral communication from a Note Rating Agency, the Servicer, the Administrative Agent or the Indenture Trustee, as the case may be, is authorized to refer such Note Rating Agency to the Administrator, who will respond to such oral communication. At the written request of the Administrator, the Servicer, the Administrative Agent and the Indenture Trustee agree to cooperate with the Administrator to provide certain information to the Administrator that may be reasonably required by a Note Rating Agency to rate or to perform ratings surveillance on the Notes, and acknowledge and agree that the Administrator shall be permitted, in turn, to provide such information to the Note Rating Agencies via the internet address identified therefor by the Administrator; provided, that the Servicer, the Administrative Agent and the Indenture Trustee shall only be required to provide such information that is reasonably available to such party at the time of request. Notwithstanding any other provision of this Agreement Indenture or the other Transaction Documents, under no circumstances shall the Servicer, the Administrative Agent or the Indenture Trustee be required to participate in telephone conversations or other oral communications with a Note Rating Agency, nor shall the Servicer, the Administrative Agent or the Indenture Trustee be prohibited from communicating with any nationally recognized statistical rating organization about matters other than the Notes or the transactions contemplated hereby or by the Transaction Documents. Furthermore for the avoidance of doubt, the Indenture Trustee may make statements to Noteholders available on its website (as contemplated by Section 3.5(a) hereof), and such action is not prohibited by this Section 14.9.

Communications with Rating Agencies. If (a) None of the ServicerDepositor, the Administrative Agent Servicer or the Indenture Trustee shall receive provide any written information directly to, or oral communication communicate with, either orally or in writing, any Rating Agency regarding any matter relating to this Agreement, any Trust Agreement Supplement or the Mortgage Loan Documents, including, but not limited to, providing responses to inquiries from any Note Rating Agency except as otherwise set forth herein. To the extent that the Depositor, the Servicer or the Trustee is required to provide or make certain information available to any Rating Agency pursuant to its responsibilities under this Agreement, any Trust Agreement Supplement or the Mortgage Loan Documents, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the Trustee, acting as the 17g-5 information provider, by e-mail at 00x0xxxxxxxxxxxxxxxxxxx@xxxxxx.xxx (or any the “Authorized Representative”), who shall post such written response to the Authorized Representative’s 17g-5 Website (the “17g-5 Website”), as contemplated by this Agreement, within five (5) Business Days of receipt of such response, and after the respective officersresponding party receives written notification from the Authorized Representative (which may be in the form of e-mail) that such response has been posted to the 17g-5 Website, directors or employees such responding party shall, not more than two (2) Business Days after the posting of any Note such response to the 17g-5 Website, deliver a copy of such response to such Rating Agency. (b) To the extent that the Depositor, the Servicer or the Trustee is required to provide any information to, or communicate with, any Rating Agency in accordance with respect to its obligations under this Agreement, including Section 11.13 of this Agreement, any Trust Agreement Supplement or the transactions contemplated hereby or under Mortgage Loan Documents, the Transaction Documents or in any way relating to the NotesDepositor, the Servicer, or the Administrative Agent Trustee, as applicable, shall provide such information or communication to the Authorized Representative, which the Authorized Representative shall upload to the 17g-5 Website within five (5) Business Days, and after the applicable party has received written notification from the Authorized Representative (which may be in the form of e-mail) that such information has been uploaded to the 17g-5 Website, the applicable party shall send such information to such Rating Agency in accordance with the delivery instructions set forth herein. The Authorized Representative shall notify each of the Servicer and the Indenture Trustee agree in writing of any change in the identity or contact information of the Authorized Representative. (c) Notwithstanding the provisions of Sections 11.12(a) or 11.12(b) of this Agreement, the Depositor may authorize, in its sole discretion, the Trustee or the Servicer, as applicable to refrain from communicating with such Note provide information directly to, or communicate with, a Rating Agency (including, but not limited to, responses to inquiries from such Rating Agency). Any such authorization shall be in writing, which writing may be electronic mail, by a Responsible Officer of the Depositor, and shall set forth the procedures that the Servicer or the Trustee, as applicable, shall follow if it elects (in its sole discretion) to promptly provide information directly to the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow the Depositor to comply with Rule 17g-5(a)(3)(iii) of the United States Securities Exchange Act of 1934, as amended (“Rule 17g-5”). (d) Each of the Depositor and the Servicer (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Authorized Representative and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust (each, an “Indemnified Party”) from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses), joint or several, to which any such Indemnified Party may become subject, under the Securities Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of clauses (a), (b) and (c) of Section 11.12 of this Agreement, or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Rule 17g-5, to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. (e) No Indemnifying Party shall have any liability for (i) the Authorized Representative’s failure to post information provided by such Indemnifying Party in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the 17g-5 Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Authorized Representative posts the related information or communication if the Authorized Representative fails to notify such party that it has posted such information or communication on the Administrator 17g-5 Website. (f) None of the foregoing restrictions in this Section 11.12 prohibit or restrict oral or written communications, or providing information, between the Trustee and the Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such communicationRating Agency’s review of the ratings it assigns to the Trustee or the Servicer, as applicable, (ii) such Rating Agency’s approval of the Trustee or the Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Trustee’s or the Servicer’s, as applicable, servicing operations in general; provided, however, that if the Trustee or the Servicer, as applicable, shall not provide any information relating to the Administrative Agent Securities or the Indenture Trustee receives an oral communication from Mortgage Loan to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; or (y) such information has already been provided to the Authorized Representative and has been uploaded on to the 17g-5 Website. (g) The Authorized Representative shall, at all times that any Securities are outstanding and rated by a Note Rating Agency, maintain the Servicer17g-5 Website and grant access thereto to the Rating Agencies and the other NRSROs in accordance with this Agreement. (h) The Authorized Representative shall post on the 17g-5 Website and make available solely to the Rating Agencies and other NRSROs the items required to be delivered to the Rating Agencies, including, without limitation, those items specifically designated in Section 11.09, which are delivered to the Authorized Representative in an electronic document format suitable for website posting via electronic mail at 00x0xxxxxxxxxxxxxxxxxxx@xxxxxx.xxx, specifically with a subject reference of “American Tower Trust I” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the Authorized Representative, as may be necessary or beneficial. (i) The Authorized Representative shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Administrative Agent Authorized Representative may remove it from the 17g-5 Website. The Authorized Representative has not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to the 17g-5 Website. Access will be provided by the Authorized Representative to the Rating Agencies and other NRSROs upon receipt of an NRSRO Certification (which certification may be submitted electronically via the 17g-5 Website). Questions regarding delivery of information may be directed to the Authorized Representative by telephone at (000) 000-0000 and by email at 00x0xxxxxxxxxxxxxxxxxxx@xxxxxx.xxx (or the Indenture Trustee, to such other telephone number or email address as the case Authorized Representative may be, is authorized to refer such Note Rating Agency to the Administrator, who will respond to such oral communication. At the written designate). (j) Upon request of the AdministratorDepositor or the Rating Agencies, the ServicerAuthorized Representative shall post on the 17g-5 Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the Authorized Representative electronically in accordance with this Section 11.12. In no event shall the Authorized Representative disclose on the 17g-5 Website which Rating Agency requested such additional information. (k) The Authorized Representative shall provide a mechanism to notify each Rating Agency or other NRSRO each time the Authorized Representative posts an additional document to the 17g-5 Website. (l) In connection with providing access to the 17g-5 Website, the Administrative Agent Authorized Representative may require registration and the Indenture Trustee agree to cooperate acceptance of a disclaimer. The Authorized Representative shall not be liable for the dissemination of information in accordance with the Administrator to provide certain information terms of this Agreement, makes no representations or warranties as to the Administrator accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Authorized Representative shall not be liable for its failure to make any information available to the Rating Agencies or other NRSROs unless such information was delivered to the Authorized Representative at the email address set forth herein, with a subject heading of “American Tower Trust I” and sufficient detail to indicate that may such information is required to be reasonably required by a Note Rating Agency to rate or to perform ratings surveillance posted on the Notes, 17g-5 Website. (m) The costs and acknowledge and agree that the Administrator shall be permitted, in turn, to provide such information to the Note Rating Agencies via the internet address identified therefor by the Administrator; provided, that the Servicer, the Administrative Agent and the Indenture Trustee shall only be required to provide such information that is reasonably available to such party at the time expenses of request. Notwithstanding any other provision of this Agreement or the other Transaction Documents, under no circumstances shall the Servicer, the Administrative Agent or the Indenture Trustee be required to participate in telephone conversations or other oral communications compliance with a Note Rating Agency, nor shall the Servicer, the Administrative Agent or the Indenture Trustee be prohibited from communicating with any nationally recognized statistical rating organization about matters other than the Notes or the transactions contemplated hereby or by the Transaction Documents. Furthermore for the avoidance of doubt, the Indenture Trustee may make statements to Noteholders available on its website (as contemplated by Section 3.5(a) hereof), and such action is not prohibited by this Section 14.9by any party hereto shall not be Additional Trust Fund Expenses.

Communications with Rating Agencies. If the Servicer, the Administrative Agent or the Indenture Trustee shall receive any written or oral communication from any Note Rating Agency (or any of the respective officers, directors or employees of any Note Rating Agency) with respect to the transactions contemplated hereby or under the Transaction Documents or in any way relating to the Notes, the Servicer, the Administrative Agent and the Indenture Trustee agree to refrain from communicating with such Note Rating Agency and to promptly notify the Administrator of such communication; provided, however, that if the Servicer, the Administrative Agent or the Indenture Trustee receives an oral communication from a Note Rating Agency, the Servicer, the Administrative Agent or the Indenture Trustee, as the case may be, is authorized to refer such Note Rating Agency to the Administrator, who will respond to such oral communication. At the written request of the Administrator, the Servicer, the Administrative Agent and the Indenture Trustee agree to cooperate with the Administrator to provide certain information to the Administrator that may be reasonably required by a Note Rating Agency to rate or to perform ratings surveillance on the Notes, and acknowledge and agree that the Administrator shall be permitted, in turn, to provide such information to the Note Rating Agencies via the internet address identified therefor by the Administrator; provided, that the Servicer, the Administrative Agent and the Indenture Trustee shall only be required to provide such information that is reasonably available to such party at the time of request. Notwithstanding any other provision of this Agreement Base Indenture or the other Transaction Documents, under no circumstances shall the Servicer, the Administrative Agent or the Indenture Trustee be required to participate in telephone conversations or other oral communications with a Note Rating Agency, nor shall the Servicer, the Administrative Agent or the Indenture Trustee be prohibited from communicating with any nationally recognized statistical rating organization about matters other than the Notes or the transactions contemplated hereby or by the Transaction Documents. Furthermore for the avoidance of doubtFurthermore, the Indenture Trustee may make statements to Noteholders available on its website (as contemplated by Section 3.5(a) hereof), and such action is not prohibited by this Section 14.9.

Communications with Rating Agencies. If the Servicer, the Administrative Agent The Delaware Trustee will not communicate with (including verbal communication) or the Indenture Trustee shall receive provide information to any written or oral communication from any Note Rating Agency (or any of the respective its officers, directors or employees of any Note Rating Agencyemployees) with respect to regarding the transactions contemplated hereby or under the Transaction Documents or in any way relating to the Notes, except in accordance with instruction by the ServicerTrustor, which instruction may direct the Administrative Agent Delaware Trustee to provide information in its possession to an Initial Purchaser to ensure compliance with Rule 17g- 5 under the Securities Exchange Act of 1934. The Delaware Trustee agrees to promptly (and in any event, within two Business Days) notify the Trustor of any written or oral communication it has received from any Rating Agency regarding the transactions contemplated hereby or under the Transaction Documents or in any way relating to the Notes. ARTICLE VII. CONCERNING THE DELAWARE TRUSTEE SECTION 7.01. Acceptance of Trusts and Duties. The Delaware Trustee accepts the only upon the express terms of this Agreement. Neither the Delaware Trustee nor any of its officers, directors, employees, agents or affiliates will have any implied duties (including fiduciary duties) or liabilities otherwise existing at law or in equity with respect to the Issuer, which implied duties and liabilities are hereby eliminated. It is expressly understood and agreed that under no circumstances will U.S. Bank Trust National Association be personally liable answerable or accountable hereunder to the Trustor, a Certificateholder or any other Person except for (x) its negligence, willful misconduct or bad faith in the performance of its duties under this Agreement, (y) the inaccuracy of any representation or warranty contained in Section 7.03 hereof expressly made in good faith by it in its individual capacity or (z) a breach of the covenant given in its individual capacity set forth in the last sentence of Section 6.03 and the Indenture covenant given in its individual capacity in the last sentence of Section 11.14. In particular, but not by way of limitation (and subject in each case to the exceptions set forth in the preceding sentence, as applicable): (a) the Delaware Trustee agree will not be liable for any error of judgment made by any of its officers or employees or for any acts or omissions believed in good faith to refrain from communicating be authorized or within its powers; (b) the Delaware Trustee will not be liable with such Note Rating Agency and respect to promptly notify any action taken or omitted to be taken by it in accordance with the Administrator instructions of such communication; provided, however, that if the Servicer, the Administrative Agent Trustor or the Indenture Trustee receives an oral communication from a Note Rating Agency, the Servicer, the Administrative Agent or the Indenture Trustee, as the case may be, is authorized to refer such Note Rating Agency to the Administrator, who will respond to such oral communication. At the written request of the Administrator, the Servicer, the Administrative Agent and the Indenture Trustee agree to cooperate with the Administrator to provide certain information to the Administrator that may be reasonably required by a Note Rating Agency to rate or to perform ratings surveillance on the Notes, and acknowledge and agree that the Administrator shall be permitted, in turn, to provide such information to the Note Rating Agencies via the internet address identified therefor by the Administrator; provided, that the Servicer, the Administrative Agent and the Indenture Trustee shall only be required to provide such information that is reasonably available to such party at the time of request. Notwithstanding any other Certificateholders; (c) no provision of this Agreement or any Transaction Document will require the other Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Transaction Document if the Delaware Trustee will have grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) under no circumstances will the Delaware Trustee be liable for indebtedness evidenced by or arising under any of the Transaction Documents, under no circumstances shall including the Servicerprincipal of and interest on the Securities; (e) the Delaware Trustee will not be responsible for or in respect of the validity or sufficiency of this Agreement or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, or for or in respect of the validity or sufficiency of the Transaction Documents, the Administrative Agent Notes, or the Certificates and in no event will the Delaware Trustee assume or incur any liability, duty, or obligation to any Noteholder or any other Person, other than as expressly provided for herein, to the Trustor or the Certificateholders; (f) the Delaware Trustee will not have any obligation and the Delaware Trustee will not be liable for the default or misconduct of, or for monitoring or supervising, or for ensuring compliance by, the Trustor, the Administrator, the Certificate Registrar, the Certificate Paying Agent, the Trustor, the Issuer or the Indenture Trustee under any of the Transaction Documents or otherwise; and (g) the Delaware Trustee will not be required under any obligation to participate exercise any of the rights or powers vested in telephone conversations it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Transaction Document, at the request, order or direction of the Trustor or any other oral communications with Person, unless it receives security or indemnity satisfactory to it in its sole discretion against the costs, expenses and liabilities that may be incurred by the Delaware Trustee therein or thereby. The right of the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any Transaction Document will not be construed as a Note Rating Agencyduty, nor shall and the Servicer, the Administrative Agent or the Indenture Delaware Trustee will not be prohibited from communicating with any nationally recognized statistical rating organization about matters answerable for other than its own negligence or bad faith in the Notes or the transactions contemplated hereby or by the Transaction Documents. Furthermore for the avoidance performance of doubt, the Indenture Trustee may make statements to Noteholders available on its website (as contemplated by Section 3.5(a) hereof), and any such action is not prohibited by this Section 14.9act.

Communications with Rating Agencies. If the Servicer, the Administrative Agent or the Indenture Trustee shall receive any written or oral communication from any Note Rating Agency that is then rating Outstanding Notes (or any of the respective officers, directors or employees of any Note Rating Agency) with respect to the transactions contemplated hereby or under the Transaction Documents or in any way relating to the Notes, the Servicer, the Administrative Agent and the Indenture Trustee agree to refrain from communicating with such Note Rating Agency and to promptly notify the Administrator of such communication; provided, however, that if the Servicer, the Administrative Agent or the Indenture Trustee receives an oral communication from a Note Rating AgencyAgency that is then rating Outstanding Notes, the Servicer, the Administrative Agent or the Indenture Trustee, as the case may be, is authorized to refer such Note Rating Agency to the Administrator, who will respond to such oral communication. At the written request of the Administrator, the Servicer, the Administrative Agent and the Indenture Trustee agree to cooperate with the Administrator to provide certain information to the Administrator that may be reasonably required by a Note Rating Agency to rate or to perform ratings surveillance on the Notes, and acknowledge and agree that the Administrator shall be permitted, in turn, to provide such information to the Note Rating Agencies via the internet address identified therefor by the Administrator; provided, that the Servicer, the Administrative Agent and the Indenture Trustee shall only be required to provide such information that is reasonably available to such party at the time of request. Notwithstanding any other provision of this Agreement Indenture or the other Transaction Documents, under no circumstances shall the Servicer, the Administrative Agent or the Indenture Trustee be required to participate in telephone conversations or other oral communications with a Note Rating Agency, nor shall the Servicer, the Administrative Agent or the Indenture Trustee be prohibited from communicating with any nationally recognized statistical rating organization NRSRO about matters other than the Notes or the transactions contemplated hereby or by the Transaction Documents. Furthermore for the avoidance of doubtFurthermore, the Indenture Trustee may make statements to Noteholders available on its website (as contemplated by Section 3.5(a) hereof), and such action is not prohibited by this Section 14.914.10.

Communications with Rating Agencies. If the Servicer, the Administrative Agent or the Indenture Trustee shall receive any written or oral communication from any Note Rating Agency (or any of the respective officers, directors or employees of any Note Rating Agency) with respect to the transactions contemplated hereby or under the Transaction Documents or in any way relating to the Notes, the Servicer, the Administrative Agent and the Indenture Trustee agree to refrain from communicating with such Note Rating Agency and to promptly notify the Administrator of such communication; provided, however, that if the Servicer, the Administrative Agent or the Indenture Trustee receives an oral communication from a Note Rating Agency, the Servicer, the Administrative Agent or the Indenture Trustee, as the case may be, is authorized to refer such Note Rating Agency to the Administrator, who will respond to such oral communication. At the written request of the Administrator, the Servicer, the Administrative Agent and the Indenture Trustee agree to cooperate with the Administrator to provide certain information to the Administrator that may be reasonably required by a Note Rating Agency to rate or to perform ratings surveillance on the Notes, and acknowledge and agree that the Administrator shall be permitted, in turn, to provide such information to the Note Rating Agencies via the applicable internet address identified therefor by the Administrator; provided, that the Servicer, the Administrative Agent and the Indenture Trustee shall only be required to provide such information that is reasonably available to such party at the time of request. Notwithstanding any other provision of this Agreement or the other Transaction Documents, under no circumstances shall the Servicer, the Administrative Agent or the Indenture Trustee be required to participate in telephone conversations or other oral communications with a Note Rating Agency, nor shall the Servicer, the Administrative Agent or the Indenture Trustee be prohibited from communicating with any nationally recognized statistical rating organization about matters other than the Notes or the transactions contemplated hereby or by the Transaction Documents. Furthermore for the avoidance of doubt, the Indenture Trustee may make statements to Noteholders available on its website (as contemplated by Section 3.5(a) hereof), and such action is not prohibited by this Section 14.9.

Communications with Rating Agencies. If the any Servicer, the Administrative Agent or the Indenture Trustee shall receive any written or oral communication from any Note Rating Agency (or any of the respective officers, directors or employees of any Note Rating Agency) with respect to the transactions contemplated hereby or under the Transaction Documents or in any way relating to the Notes, the such Servicer, the Administrative Agent and the Indenture Trustee agree to refrain from communicating with such Note Rating Agency and to promptly notify the Administrator of such communication; provided, however, that if the any Servicer, the Administrative Agent or the Indenture Trustee receives an oral communication from a Note Rating Agency, the such Servicer, the Administrative Agent or the Indenture Trustee, as the case may be, is authorized to refer such Note Rating Agency to the Administrator, who will respond to such oral communication. At the written request of the Administrator, the each Servicer, the Administrative Agent and the Indenture Trustee agree to cooperate with the Administrator to provide certain information to the Administrator that may be reasonably required by a Note Rating Agency to rate or to perform ratings surveillance on the Notes, and acknowledge and agree that the Administrator shall be permitted, in turn, to provide such information to the Note Rating Agencies via the internet address identified therefor by the Administrator; provided, that the such Servicer, the Administrative Agent and the Indenture Trustee shall only be required to provide such information that is reasonably available to such party at the time of request. Notwithstanding any other provision of this Agreement Indenture or the other Transaction Documents, under no circumstances shall the any Servicer, the Administrative Agent or the Indenture Trustee be required to participate in telephone conversations or other oral communications with a Note Rating Agency, nor shall the any Servicer, the Administrative Agent or the Indenture Trustee be prohibited from communicating with any nationally recognized statistical rating organization about matters other than the Notes or the transactions contemplated hereby or by the Transaction Documents. Furthermore for the avoidance of doubt, the Indenture Trustee may make statements to Noteholders available on its website (as contemplated by Section 3.5(a) hereof), and such action is not prohibited by this Section 14.9.

Communications with Rating Agencies. If the Servicer, the Administrative Agent or the Indenture Trustee shall receive any written or oral communication from any Note Rating Agency (or any of the respective officers, directors or employees of any Note Rating Agency) with respect to the transactions contemplated hereby or under the Transaction Documents or in any way relating to the Notes, the Servicer, the Administrative Agent and the Indenture Trustee agree to refrain from communicating with such Note Rating Agency and to promptly notify the Administrator of such communication; provided, however, that if the Servicer, the Administrative Agent or the Indenture Trustee receives an oral communication from a Note Rating Agency, the Servicer, the Administrative Agent or the Indenture Trustee, as the case may be, is authorized to refer such Note Rating Agency to the Administrator, who will respond to such oral communication. At the written request of the Administrator, the Servicer, the Administrative Agent and the Indenture Trustee agree to cooperate with the Administrator to provide certain information to the Administrator that may be reasonably required by a Note Rating Agency to rate or to perform ratings surveillance on the Notes, and acknowledge and agree that the Administrator shall be permitted, in turn, to provide such information to the Note Rating Agencies via the internet address XXXXX0000XXX0@xxxxxxxxxxxx.xxx (or any replacement therefor identified therefor by the Administrator); provided, that the Servicer, the Administrative Agent and the Indenture Trustee shall only be required to provide such information that is reasonably available to such party at the time of request. Notwithstanding any other provision of this Agreement or the other Transaction Documents, under no circumstances shall the Servicer, the Administrative Agent or the Indenture Trustee be required to participate in telephone conversations or other oral communications with a Note Rating Agency, nor shall the Servicer, the Administrative Agent or the Indenture Trustee be prohibited from communicating with any nationally recognized statistical rating organization about matters other than the Notes or the transactions contemplated hereby or by the Transaction Documents. Furthermore for the avoidance of doubt, the Indenture Trustee may make statements to Noteholders available on its website (as contemplated by Section 3.5(a) hereof), and such action is not prohibited by this Section 14.9.

Communications with Rating Agencies. If the Servicer, the Administrative Agent or the Indenture Trustee shall receive any written or oral communication from any Note Rating Agency (or any of the respective officers, directors or employees of any Note Rating Agency) with respect to the transactions contemplated hereby or under the Transaction Documents or in any way relating to the Notes, the Servicer, the Administrative Agent and the Indenture Trustee agree to refrain from communicating with such Note Rating Agency and to promptly notify the Administrator of such communication; provided, however, that if the Servicer, the Administrative Agent or the Indenture Trustee receives an oral communication from a Note Rating Agency, the Servicer, the Administrative Agent or the Indenture Trustee, as the case may be, is authorized to refer such Note Rating Agency to the Administrator, who will respond to such oral communication. At the written request of the Administrator, the Servicer, the Administrative Agent and the Indenture Trustee agree to cooperate with the Administrator to provide certain information to the Administrator that may be reasonably required by a Note Rating Agency to rate or to perform ratings surveillance on the Notes, and acknowledge and agree that the Administrator shall be permitted, in turn, to provide such information to the Note Rating Agencies via the internet address identified therefor by the Administrator; provided, that the Servicer, the Administrative Agent and the Indenture Trustee shall only be required to provide such information that is reasonably available to such party at the time of request. Notwithstanding any other provision of this Agreement Base Indenture or the other Transaction Documents, under no circumstances shall the Servicer, the Administrative Agent or the Indenture Trustee be required to participate in telephone conversations or other oral communications with a Note Rating Agency, nor shall the Servicer, the Administrative Agent or the Indenture Trustee be prohibited from communicating with any nationally recognized statistical rating organization about matters other than the Notes or the transactions contemplated hereby or by the Transaction Documents. Furthermore for the avoidance of doubtFurthermore, the Indenture Trustee may make statements to Noteholders available on its website (as contemplated by Section 3.5(a) hereof), and such action is not prohibited by this Section 14.9.

Communications with Rating Agencies. If the Servicer, the Administrative Agent or the Indenture Trustee shall receive any written or oral communication from any Note Rating Agency (or any of the respective officers, directors or employees of any Note Rating Agency) with respect to the transactions contemplated hereby or under the Transaction Documents or in any way relating to the Notes, the Servicer, the Administrative Agent and the Indenture Trustee agree to refrain from communicating with such Note Rating Agency and to promptly notify the Administrator of such communication; provided, however, that if the Servicer, the Administrative Agent or the Indenture Trustee receives an oral communication from a Note Rating Agency, the Servicer, the Administrative Agent or the Indenture Trustee, as the case may be, is authorized to refer such Note Rating Agency to the Administrator, who will respond to such oral communication. At the written request of the Administrator, the Servicer, the Administrative Agent and the Indenture Trustee agree to cooperate with the Administrator to provide certain information to the Administrator that may be reasonably required by a Note Rating Agency to rate or to perform ratings surveillance on the Notes, and acknowledge and agree that the Administrator shall be permitted, in turn, to provide such information to the Note Rating Agencies via the applicable internet address identified therefor by the Administrator); provided, that the Servicer, the Administrative Agent and the Indenture Trustee shall only be required to provide such information that is reasonably available to such party at the time of request. Notwithstanding any other provision of this Agreement or the other Transaction Documents, under no circumstances shall the Servicer, the Administrative Agent or the Indenture Trustee be required to participate in telephone conversations or other oral communications with a Note Rating Agency, nor shall the Servicer, the Administrative Agent or the Indenture Trustee be prohibited from communicating with any nationally recognized statistical rating organization about matters other than the Notes or the transactions contemplated hereby or by the Transaction Documents. Furthermore for the avoidance of doubt, the Indenture Trustee may make statements to Noteholders available on its website (as contemplated by Section 3.5(a) hereof), and such action is not prohibited by this Section 14.9.