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 11.06 of this Agreement or this Section 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 Depositor who shall post such written response to the Depositor’s 17g-5 Website within five (5) Business Days of receipt of such response, and after the responding party receives written notification from the Depositor (which may be in the form of e-mail) that such response has been posted on the Depositor’s 17g-5 Website, such responding party may provide such response to such Rating Agency.

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise expressly and specifically provided in Section 11.06 of this Agreement or this Section 11.13 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 192 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 Depositor who 17g-5 Information Provider electronically as provided in Section 5.7(g), which written response the 17g-5 Information Provider shall post such written response to the Depositor17g-5 Information Provider’s 17g-5 Website within five two (52) Business Days of receipt of such responsereceipt, and after the responding party receives written notification from the Depositor (end of which may be in the form of e-mail) that such response has been posted on the Depositor’s 17g-5 Website, time period such responding party may provide such response to such Rating AgencyAgency in accordance with the delivery instructions set forth herein; provided that the foregoing shall not apply to Inquiries and responses thereto submitted and answered pursuant to the “Rating Agency Q&A Forum and Document Request Tool”.

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise expressly and specifically provided in Section 11.06 of this Agreement or this Section 11.13 or otherwise in this Agreement or as required by law, none of the Depositor, the Master Servicer, the Special Servicer, the Certificate AdministratorRegistrar, the Trustee, the Operating Advisor 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 Depositor who 17g-5 Information Provider electronically as provided in Section 3.15(g), which written response the 17g-5 Information Provider shall post such written response to the Depositor17g-5 Information Provider’s 17g-5 Website within five two (52) Business Days of receipt of such responsereceipt, and after the responding party receives written notification from the Depositor (end of which may be in the form of e-mail) that such response has been posted on the Depositor’s 17g-5 Website, time period such responding party may provide such response to such Rating AgencyAgency in accordance with the delivery instructions set forth herein; provided that the foregoing shall not apply to Inquiries and responses thereto submitted and answered pursuant to the “Rating Agency Q&A Forum and Servicer Document Request Tool”.

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 11.06 of this Agreement or this Section 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 Depositor who shall post such written response to the Depositor’s 17g-5 Website within five (5) Business Days of receipt of such response, and after the responding party receives written notification from the Depositor (which may be in the form of e-mailemail) that such response has been posted on the Depositor’s 17g-5 Website, such responding party may may, but is not obligated to, provide such response to such Rating Agency.

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 11.06 of this Agreement or this Section 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 Trust 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 Trust 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 Depositor who shall post such written response to the Depositor’s 17g-5 Website within five (5) Business Days of receipt of such response, and after the responding party receives written notification from the Depositor (which may be in the form of e-mail) that such response has been posted on the Depositor’s 17g-5 Website, such responding party may provide such response to such Rating Agency.

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 11.06 of this Agreement or this Section 11.13 11.14 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’ Agency’s surveillance of the Certificates or the Mortgage Loans, including, but not limited to, providing responses to inquiries from a the 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 Depositor who shall post such written response to the Depositor’s 17g-5 Website within five (5) Business Days of receipt of such responseDays, and after the responding party receives written notification from the Depositor (which may be in the form of e-mail) that such response has been posted on the Depositor’s 17g-5 Website, such responding party may provide such response to such Rating Agency.

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 11.06 of this Agreement or this Section 11.13 11.14 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 (except as provided in Section 10.14(d)) and shall be provided to the Depositor 17g-5 Information Provider who shall promptly post such written response to the Depositor17g-5 Information Provider’s 17g-5 Website within five (5) Business Days of receipt of such responsein accordance with the procedures set forth in Section 10.14(d), and after the responding party receives written notification from the Depositor 17g-5 Information Provider (which the 17g-5 Information Provider agrees to provide on a reasonably prompt basis) (which may be in the form of e-mail) that such response has been posted on the Depositor17g-5 Information Provider’s 17g-5 Website, such responding party may provide such response to such Rating Agency.

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise expressly and specifically provided in Section 11.06 of this Agreement or this Section 11.13 or otherwise in this Agreement Indenture or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor Issuer or the Custodian Trustee shall provide any information relevant to the Rating Agency’s surveillance of the Notes or the Underlying Loans directly to, or communicate with, either orally or in writing, any the Rating Agency regarding the Certificates Notes or the Mortgage Loans relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage Underlying Loans, including, but not limited to, providing responses to inquiries from a the Rating Agency regarding the Certificates Notes or the Mortgage Underlying Loans relevant to such the Rating Agency’s surveillance of the CertificatesNotes. To the extent that a the Rating Agency makes an inquiry or initiates communications with any such party regarding the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor Notes or the Custodian regarding the Certificates or the Mortgage Underlying Loans relevant to such the Rating Agency’s surveillance of the CertificatesNotes, 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 delivered to the Depositor who 17g-5 Information Provider electronically as provided in Section 7.16(g), which written response the 17g-5 Information Provider shall post such written response to the Depositor17g-5 Information Provider’s 17g-5 Website within five two (52) Business Days of receipt of such responsereceipt, and after the responding party receives written notification from the Depositor (end of which may be in the form of e-mail) that such response has been posted on the Depositor’s 17g-5 Website, time period such responding party may provide such response to such Rating AgencyAgency in accordance with the delivery instructions set forth herein; provided that the foregoing shall not apply to inquiries and responses thereto submitted and answered pursuant to the “Rating Agency Q&A Forum and Servicer Document Request Tool”.