Common use of Exchange Act Rule 17g-5 Procedures Clause in Contracts

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 12.06 of this Agreement or this Section 12.13 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the Certificates or the Mortgage Loans relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates, 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 Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response.

Appears in 32 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2022-B37 Mortgage Trust), Pooling and Servicing Agreement (BMO 2022-C2 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2022-Gc48)

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Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 12.06 11.06 of this Agreement or this Section 12.13 11.13 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the Certificates or the Mortgage Loans relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates, 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 Rule 17g-5 Information Provider as provided in Section 12.13(h11.13(h), whereupon the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website on the same within two (2) Business Day Days of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same within two (2) Business Day Days of preparation preparation) of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.)response, and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response.

Appears in 13 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2021-B23 Mortgage Trust), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2015-Gc32), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc29)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise expressly and specifically provided in Section 12.06 of this Agreement or this Section 12.13 or otherwise in this Agreement or as required by law, none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the TrusteeTrust Advisor, the Operating Advisor Certificate Registrar, the Trustee or the Custodian shall provide any information relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage Loans directly to, or communicate with, either orally or in writing, any Rating Agency regarding the Certificates or the Mortgage Loans relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian any such party regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided delivered to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h5.7(g), whereupon which written response the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website on within two (2) Business Days of receipt, after the same Business Day end of receipt of which time period such responding party may provide such response if received by 2:00 p.m. or, if received after 2:00 p.m., on to such Rating Agency in accordance with the next Business Day by 12:00 p.m. (or, if delivery instructions set forth herein; provided that the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), foregoing shall not apply to Inquiries and the Rule 17g-5 Information Provider shall, promptly after such response has been posted responses thereto submitted and answered pursuant to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such responseQ&A Forum and Document Request Tool”.

Appears in 10 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise expressly and specifically provided in Section 12.06 of this Agreement or this Section 12.13 or otherwise in this Agreement or as required by law, none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the TrusteeTrust Advisor, the Operating Advisor Certificate Registrar, the Trustee or the Custodian shall provide any information relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage Loans directly to, or communicate with, either orally or in writing, any Rating Agency regarding the Certificates or the Mortgage Loans relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian any such party regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided delivered to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h5.7(g), whereupon which written response the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website on within two (2) Business Days of receipt, after the same Business Day end of receipt of which time period such responding party may provide such response if received by 2:00 p.m. or, if received after 2:00 p.m., on to such Rating Agency in accordance with the next Business Day by 12:00 p.m. (or, if delivery instructions set forth herein; provided that the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), foregoing shall not apply to Inquiries and the Rule 17g-5 Information Provider shall, promptly after such response has been posted responses thereto submitted and answered pursuant to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response.Q&A Forum and Document Request Tool”. 185

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 12.06 of this Agreement or this Section 12.13 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the Certificates or the Mortgage Trust Loans relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage Trust Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the Certificates or the Mortgage Trust Loans relevant to such Rating Agency’s surveillance of the Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the Certificates or the Mortgage Trust Loans relevant to such Rating Agency’s surveillance of the Certificates, 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 Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (BMO 2022-C3 Mortgage Trust), Pooling and Servicing Agreement (BMO 2022-C2 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2022-Gc48)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise expressly and specifically provided in Section 12.06 of this Agreement or this Section 12.13 or otherwise in this Agreement or as required by law, none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the TrusteeTrust Advisor, the Operating Advisor Certificate Registrar, the Trustee or the Custodian shall provide any information relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage Loans directly to, or communicate with, either orally or in writing, any Rating Agency regarding the Certificates or the Mortgage Loans relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian any such party regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided delivered to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h5.7(g), whereupon which written response the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website on within two (2) Business Days of receipt, after the same Business Day end of receipt of which time period such responding party may provide such response if received by 2:00 p.m. or, if received after 2:00 p.m., on to such Rating Agency in accordance with the next Business Day by 12:00 p.m. (or, if delivery instructions set forth herein; provided that the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), foregoing shall not apply to Inquiries and the Rule 17g-5 Information Provider shall, promptly after such response has been posted responses thereto submitted and answered pursuant to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such responseQ&A Forum and Servicer Document Request Tool”.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C6)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 12.06 11.06 of this Agreement or this Section 12.13 11.13 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the Certificates or the Mortgage Loans relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates, 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 Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider Depositor who shall post such written response to the Rule Depositor’s 17g-5 Information Provider’s Website on the same within five (5) Business Day Days of receipt of such response if received by 2:00 p.m. orresponse, if received and after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is receives written notification from the Rule 17g-5 Information Provider, on Depositor (which may be in the same Business Day form of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after e-mail) that such response has been posted to on the Rule Depositor’s 17g-5 Information Provider’s Website, notifysuch responding party may, or cause the notification ofbut is not obligated to, each Registered provide such response to such Rating Agency by electronic mail of the posting of such responseAgency.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (Credit Suisse First Boston Mortgage Securities Corp), Pooling and Servicing Agreement (Gs Mortgage Securities Corp Ii), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2013-Gcj12)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 12.06 of this Agreement 10.16 or this Section 12.13 10.17 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor Administrator or the Custodian Trustee shall 214 provide any information directly to, or communicate with, either orally or in writing, any the Rating Agency regarding the Certificates or the Mortgage Loans Trust Loan relevant to the Rating Agencies’ Agency’s surveillance of the Certificates or the Mortgage LoansTrust Loan, including, but not limited to, providing responses to inquiries from a the Rating Agency regarding the Certificates or the Mortgage Loans Trust Loan relevant to such the Rating Agency’s surveillance of the Certificates. To the extent that a the Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor Trustee or the Custodian Certificate Administrator regarding the Certificates or the Mortgage Loans relevant to such the Rating Agency’s surveillance of the Certificates, all responses to such inquiries or communications from such the Rating Agency shall be made in writing by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider who shall post such written response to the Rule 17g-5 Information Provider’s Website Website; provided that the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, shall not be required to answer each inquiry, if it determines that (a) answering the inquiry would be in violation of applicable law, the Accepted Servicing Practices, this Agreement, or the applicable loan documents, (b) answering the inquiry would or is reasonably expected to result in a waiver of an attorney client privilege or the disclosure of attorney work product, or (c) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, such party, and the performance of such additional duty or the payment of such additional cost or expense is beyond the scope of its duties under this Agreement. Information shall be posted on the same Business Day of receipt of as receipt, provided that such response if information is received by 2:00 p.m. (New York time). If the Rating Agency requests access to the 17g-5 Information Provider’s Website, access shall be granted by the 17g-5 Information Provider on the same Business Day, provided that such request is made before 2:00 p.m. (New York time), or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next following Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response.

Appears in 4 contracts

Samples: Trust and Servicing Agreement (3650R 2021-Pf1 Commercial Mortgage Trust), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2021-C60), Trust and Servicing Agreement (CSAIL 2021-C20 Commercial Mortgage Trust)

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Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 12.06 of this Agreement 10.16 or this Section 12.13 10.17 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor Administrator or the Custodian Trustee shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the Certificates or the Mortgage Loans Trust Loan relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage LoansTrust Loan, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the Certificates or the Mortgage Loans Trust Loan relevant to such Rating Agency’s surveillance of the Certificates. To The 17g-5 Information Provider shall make the extent that a Rating Agency makes Q&A Forum and Servicer Document Request Tool” available to NRSROs via the 17g-5 Information Provider’s Website, where NRSROs may (i) submit inquiries to be forwarded to the Certificate Administrator relating to the Distribution Date Statement, (ii) submit inquiries to be forwarded to the Servicer or the Special Servicer, as applicable, relating to reports provided by such parties, the Mortgage Loan or the Properties, (iii) submit requests to be forwarded to the Servicer for loan-level reports and other related information, and (iv) view previously submitted inquiries and related answers or reports, as the case may be. Upon receipt of an inquiry or initiates communications with request from an NRSRO for the Master Servicer, the Special ServicerTrustee, the Certificate Administrator, the TrusteeServicer or the Special Servicer, the Operating Advisor or the Custodian regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates, 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 Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall post be required to forward such written response inquiry or request to the Rule 17g-5 Information Provider’s Website on appropriate person or entity at the same Business Day Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, in each case via email within a reasonable period of time following receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation inquiry or request. Following receipt of such response if prepared by 2:00 p.m. oran inquiry, if prepared after 2:00 p.m.the Trustee, on the next Business Day by 12:00 p.m.)Certificate Administrator, the Servicer or the Special Servicer, as applicable, shall be required to answer each inquiry, unless it determines that (a) answering the inquiry would be in violation of applicable law, the Accepted Servicing Practices, this Agreement, or the applicable loan documents, (b) answering the inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product, or (c) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, such party, and the Rule performance of such additional duty or the payment of such additional cost or expense is beyond the scope of its duties under this Agreement. In the event any of the Trustee, the Certificate Administrator, the Servicer or the Special Servicer declines to answer an inquiry, it shall promptly email the 17g-5 Information Provider shallwith the basis of such declination. The 17g-5 Information Provider shall be required to post the inquiries and the related responses (or reports, as applicable) on the Rating Agency Q&A Forum and Servicer Document Request Tool promptly after such response has been posted to upon receipt, or in the Rule event that an inquiry is unanswered, the inquiry and the basis for which it was unanswered. The Rating Agency Q&A Forum and Servicer Document Request Tool may not reflect questions, answers, or other communications which are not submitted through the 17g-5 Information Provider’s Website. The party responding to an inquiry shall be required to ensure that the response does not identify the NRSRO in any manner, notifyincluding in file names and in the content of the response. Any reports posted by the 17g-5 Information Provider in response to an inquiry may be posted on a page accessible by a link on the 17g-5 Information Provider’s Website. Answers and information posted on the Rating Agency Q&A Forum and Servicer Document Request Tool shall be attributable only to the respondent, and shall not be deemed to be answers from any other person. No such other person shall have any responsibility or cause the notification liability for, and shall not be deemed to have knowledge of, each Registered Rating Agency by electronic mail the content of the posting of any such response.information..

Appears in 4 contracts

Samples: Trust and Servicing Agreement (CSAIL 2016-C7 Commercial Mortgage Trust), Trust and Servicing Agreement (CSAIL 2016-C6 Commercial Mortgage Trust), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Ubs9)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 12.06 of this Agreement 10.16 or this Section 12.13 10.17 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor Administrator or the Custodian Trustee shall provide any information directly to, or communicate with, either orally or in writing, any the Rating Agency regarding the Certificates or the Mortgage Loans Trust Loan relevant to the Rating Agencies’ Agency’s surveillance of the Certificates or the Mortgage LoansTrust Loan, including, but not limited to, providing responses to inquiries from a the Rating Agency regarding the Certificates or the Mortgage Loans Trust Loan relevant to such the Rating Agency’s surveillance of the Certificates. To the extent that a the Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor Trustee or the Custodian Certificate Administrator regarding the Certificates or the Mortgage Loans relevant to such the Rating Agency’s surveillance of the Certificates, all responses to such inquiries or communications from such the Rating Agency shall be made in writing by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider who shall post such written response to the Rule 17g-5 Information Provider’s Website Website; provided that the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, shall not be required to answer each inquiry, if it determines that (a) answering the inquiry would be in violation of applicable law, the Accepted Servicing Practices, this Agreement, or the applicable loan documents, (b) answering the inquiry would or is reasonably expected to result in a waiver of an attorney client privilege or the disclosure of attorney work product, or (c) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, such party, and the performance of such additional duty or the payment of such additional cost or expense is beyond the scope of its duties under this Agreement. Information shall be posted on the same Business Day of receipt of as receipt, provided that such response if information is received by 2:00 p.m. (New York time). If the Rating Agency requests access to the 17g-5 Information Provider’s Website, access shall be granted by the 17g-5 Information Provider on the same Business Day, provided that such request is made before 2:00 p.m. (New York time), or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next following Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response.

Appears in 3 contracts

Samples: Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2021-C61), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Securities Inc), Trust and Servicing Agreement (CSAIL 2020-C19 Commercial Mortgage Trust)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 12.06 of this Agreement 10.16 or this Section 12.13 10.17 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor Administrator or the Custodian Trustee shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the Certificates or the Mortgage Loans Trust Loan relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage LoansTrust Loan, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the Certificates or the Mortgage Loans Trust Loan relevant to such Rating Agency’s surveillance of the Certificates. To The 17g-5 Information Provider shall make the extent that a Rating Agency makes Q&A Forum and Servicer Document Request Tool” available to NRSROs via the 17g-5 Information Provider’s Website, where NRSROs may (i) submit inquiries to be forwarded to the Certificate Administrator relating to the Distribution Date Statement, (ii) submit inquiries to be forwarded to the Servicer or the Special Servicer, as applicable, relating to reports provided by such parties, the Whole Loan or the Property, (iii) submit requests to be forwarded to the Servicer for loan-level reports and other related information, and (iv) view previously submitted inquiries and related answers or reports, as the case may be. Upon receipt of an inquiry or initiates communications with request from an NRSRO for the Master Servicer, the Special ServicerTrustee, the Certificate Administrator, the TrusteeServicer or the Special Servicer, the Operating Advisor or the Custodian regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates, 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 Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall post be required to forward such written response inquiry or request to the Rule 17g-5 Information Provider’s Website on appropriate person or entity at the same Business Day Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, in each case via email within a reasonable period of time following receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation inquiry or request. Following receipt of such response if prepared by 2:00 p.m. oran inquiry, if prepared after 2:00 p.m.the Trustee, on the next Business Day by 12:00 p.m.)Certificate Administrator, the Servicer or the Special Servicer, as applicable, shall be required to answer each inquiry, unless it determines that (a) answering the inquiry would be in violation of applicable law, the Accepted Servicing Practices, this Agreement, or the applicable loan documents, (b) answering the inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product, or (c) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, such party, and the Rule performance of such additional duty or the payment of such additional cost or expense is beyond the scope of its duties under this Agreement. In the event any of the Trustee, the Certificate Administrator, the Servicer or the Special Servicer declines to answer an inquiry, it shall promptly email the 17g-5 Information Provider shallwith the basis of such declination. The 17g-5 Information Provider shall be required to post the inquiries and the related responses (or reports, as applicable) on the Rating Agency Q&A Forum and Servicer Document Request Tool promptly after such response has been posted to upon receipt, or in the Rule event that an inquiry is unanswered, the inquiry and the basis for which it was unanswered. The Rating Agency Q&A Forum and Servicer Document Request Tool may not reflect questions, answers, or other communications which are not submitted through the 17g-5 Information Provider’s Website. The party responding to an inquiry shall be required to ensure that the response does not identify the NRSRO in any manner, notifyincluding in file names and in the content of the response. Any reports posted by the 17g-5 Information Provider in response to an inquiry may be posted on a page accessible by a link on the 17g-5 Information Provider’s Website. Answers and information posted on the Rating Agency Q&A Forum and Servicer Document Request Tool shall be attributable only to the respondent, and shall not be deemed to be answers from any other person. No such other person shall have any responsibility or cause the notification liability for, and shall not be deemed to have knowledge of, each Registered Rating Agency by electronic mail the content of the posting of any such response.information..

Appears in 2 contracts

Samples: Trust and Servicing Agreement (CSAIL 2017-Cx9 Commercial Mortgage Trust), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2017-C39)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 12.06 of this Agreement 10.16 or this Section 12.13 10.17 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor Administrator or the Custodian Trustee shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the Certificates or the Mortgage Loans Trust Loan relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage LoansTrust Loan, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the Certificates or the Mortgage Loans Trust Loan relevant to such Rating Agency’s surveillance of the Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor Trustee or the Custodian Certificate Administrator regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates, all responses to such inquiries or communications from such the Rating Agency Agencies shall be made in writing by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider who shall post such written response to the Rule 17g-5 Information Provider’s Website Website; provided that the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, shall not be required to answer each inquiry, if it determines that (a) answering the inquiry would be in violation of applicable law, the Accepted Servicing Practices, this Agreement, or the applicable loan documents, (b) answering the inquiry would or is reasonably expected to result in a waiver of an attorney client privilege or the disclosure of attorney work product, or (c) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, such 216 party, and the performance of such additional duty or the payment of such additional cost or expense is beyond the scope of its duties under this Agreement. Information shall be posted on the same Business Day of as receipt of provided that such response if information is received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.New York time), and the Rule 17g-5 Information Provider shall, promptly after such response has been posted . If a Rating Agency requests access to the Rule 17g-5 Information Provider’s Website, notifyaccess shall be granted by the 17g-5 Information Provider on the same Business Day, or cause provided that such request is made before 11:00 a.m. (New York time), or, if received after 11:00 a.m., the notification of, each Registered Rating Agency following Business Day by electronic mail of the posting of such response.11:00 a.m.

Appears in 1 contract

Samples: Trust and Servicing Agreement (CSAIL 2019-C15 Commercial Mortgage Trust)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 12.06 of this Agreement 10.16 or this Section 12.13 10.17 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor Administrator or the Custodian Trustee shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the Certificates or the Mortgage Loans Trust Loan relevant to the Rating Agencies’ Agency’s surveillance of the Certificates or the Mortgage LoansTrust Loan, including, but not limited to, providing responses to inquiries from a the Rating Agency regarding the Certificates or the Mortgage Loans Trust Loan relevant to such Rating Agency’s surveillance of the Certificates. To The 17g-5 Information Provider shall make the extent that a Rating Agency makes Q&A Forum and Servicer Document Request Tool” available to NRSROs via the 17g-5 Information Provider’s Website, where NRSROs may (i) submit inquiries to be forwarded to the Certificate Administrator relating to the Distribution Date Statement, (ii) submit inquiries to be forwarded to the Servicer or the Special Servicer, as applicable, relating to reports 218 provided by such parties, the Whole Loan or the Property, (iii) submit requests to be forwarded to the Servicer for loan-level reports and other related information, and (iv) view previously submitted inquiries and related answers or reports, as the case may be. Upon receipt of an inquiry or initiates communications with request from an NRSRO for the Master Servicer, the Special ServicerTrustee, the Certificate Administrator, the TrusteeServicer or the Special Servicer, the Operating Advisor or the Custodian regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates, 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 Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall post be required to forward such written response inquiry or request to the Rule 17g-5 Information Provider’s Website on appropriate person or entity at the same Business Day Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, in each case via email within a reasonable period of time following receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation inquiry or request. Following receipt of such response if prepared by 2:00 p.m. oran inquiry, if prepared after 2:00 p.m.the Trustee, on the next Business Day by 12:00 p.m.)Certificate Administrator, the Servicer or the Special Servicer, as applicable, shall be required to answer each inquiry, unless it determines that (a) answering the inquiry would be in violation of applicable law, the Accepted Servicing Practices, this Agreement, or the applicable loan documents, (b) answering the inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product, or (c) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, such party, and the Rule performance of such additional duty or the payment of such additional cost or expense is beyond the scope of its duties under this Agreement. In the event any of the Trustee, the Certificate Administrator, the Servicer or the Special Servicer declines to answer an inquiry, it shall promptly email the 17g-5 Information Provider shallwith the basis of such declination. The 17g-5 Information Provider shall be required to post the inquiries and the related responses (or reports, as applicable) on the Rating Agency Q&A Forum and Servicer Document Request Tool promptly after such response has been posted to upon receipt, or in the Rule event that an inquiry is unanswered, the inquiry and the basis for which it was unanswered. The Rating Agency Q&A Forum and Servicer Document Request Tool may not reflect questions, answers, or other communications which are not submitted through the 17g-5 Information Provider’s Website. The party responding to an inquiry shall be required to ensure that the response does not identify the NRSRO in any manner, notifyincluding in file names and in the content of the response. Any reports posted by the 17g-5 Information Provider in response to an inquiry may be posted on a page accessible by a link on the 17g-5 Information Provider’s Website. Answers and information posted on the Rating Agency Q&A Forum and Servicer Document Request Tool shall be attributable only to the respondent, and shall not be deemed to be answers from any other person. No such other person shall have any responsibility or cause the notification liability for, and shall not be deemed to have knowledge of, each Registered Rating Agency by electronic mail the content of the posting of any such response.information..

Appears in 1 contract

Samples: Trust and Servicing Agreement (CSAIL 2017-Cx10 Commercial Mortgage Trust)

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