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

Exchange Act Rule 17g-5 Procedures. The Indenture Trustee shall not communicate with (including verbal communication) or provide information to any Rating Agency regarding anything related to this Indenture without prior consultation with the [_________________] to ensure compliance with Rule 17g-5 under the Exchange Act (“Rule 17g-5”). With respect to any document, notice or other information required pursuant to this Indenture to be sent by the Indenture Trustee to any Rating Agency, the Indenture Trustee agrees to provide any such document, notice or other information to [_________________] for posting on its Rule 17g-5 compliant website related to this transaction (the “Rule 17g-5 Website”). [_________________] shall promptly confirm to the Indenture Trustee any such document, notice or other information has been posted to the Rule 17g-5 Website as a condition to the Indenture Trustee providing such document, notice or other information to any Rating Agency. Notwithstanding anything to the contrary in this Indenture, the Indenture Trustee shall have no obligation to deliver such document, notice or other information to any Rating Agency until such applicable party has received written confirmation from [_________________] of the posting of such document, notice or other information by [_________________] to the Rule 17g-5 Website, and the Indenture Trustee shall not be liable for any failure to deliver such document, notice or other information to any Rating Agency prior to any applicable deadline in this Indenture where such failure is caused by any failure or inability of [_________________] timely to provide such written confirmation. The Indenture Trustee, pursuant to procedures mutually agreed upon with [_________________], shall require that any person attempting to access the Indenture Trustee website related to this transaction represent that they are not an employee or representative of a rating agency, provided that the Indenture Trustee shall bear no expense or liability relating to any representation made by any person attempting to access the Indenture Trustee website.

Exchange Act Rule 17g-5 Procedures. The Indenture (a) Except as otherwise expressly and specifically provided in this Agreement or as required by law, none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Certificate Registrar, the Trustee or the Custodian shall not provide any information relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage Loans directly to, or communicate with (including verbal communication) with, either orally or provide information to in writing, any Rating Agency regarding anything related 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 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 delivered to the 17g-5 Information Provider electronically as provided in Section 5.7(g), which written response the 17g-5 Information Provider shall post to the 17g-5 Information Provider’s Website within two (2) Business Days of receipt, after the end of which time period such responding party may provide such response to such Rating Agency 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”. (b) To the extent that any party to this Indenture without prior consultation Agreement is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement or applicable law, such party shall provide such information or communication to the 17g-5 Information Provider electronically as provided in Section 5.7(g), and the 17g-5 Information Provider shall upload such information or communication to the 17g-5 Information Provider’s Website within two (2) Business Days of receipt, after the end of which time period the applicable party may send such information to such Rating Agency in accordance with the [_________________] to ensure compliance with Rule 17g-5 under the Exchange Act (“Rule 17g-5”)delivery instructions set forth herein. With respect to The foregoing shall include any document, notice or other information required Rating Agency Communication provided pursuant to this Indenture Agreement. The 17g-5 Information Provider shall notify each other party to this Agreement in writing of any change in the identity or contact information of the 17g-5 Information Provider. Any Rating Agency Confirmation request shall be sent made in accordance with Section 14.10(b). (c) Each 17g-5 Indemnifying Party hereby expressly agrees to indemnify and hold harmless the Depositor, the Sellers, the Underwriters, the Initial Purchasers and their respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust (each, for purposes of this Section 5.7(c), a “17g-5 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), to which any such 17g-5 Indemnified Party may become subject, under the Securities Act, the Exchange Act, by contract or otherwise, 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 17g-5 Indemnifying Party’s breach of Section 5.7(a), Section 5.7(b), Section 5.7(f) or Section 14.10 (it being acknowledged that Section 5.7(f) and Section 14.10 do not apply to the Trust Advisor) or any other provision of this Agreement relating to the delivery of any information or communication for posting on, or the posting of any information or communication to, the 17g-5 Information Provider’s Website, or (ii) if the 17g-5 Indemnifying Party is the 17g-5 Information Provider, any negligence, willful misconduct or bad faith on its part in connection with establishing, posting information and communications to, granting access to, and otherwise performing its obligations and duties hereunder with respect to, the 17g-5 Information Provider’s Website, or (iii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Indenture Trustee Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by, or any negligence, willful misconduct or bad faith referred to in clause (ii) above on the part of, the applicable 17g-5 Indemnifying Party, and will reimburse such 17g-5 Indemnified Party for any legal or other expenses reasonably incurred by such 17g-5 Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. (d) None of the Depositor, the Sellers, the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Registrar, the Trustee, the Certificate Administrator (if it is not also the 17g-5 Information Provider) or the Custodian shall have any liability for (i) the 17g-5 Information Provider’s failure to post information provided by the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Registrar, the Trustee, the Certificate Administrator (if it is not also the 17g-5 Information Provider) or the Custodian in accordance with the terms of this Agreement, or (ii) any malfunction or disabling of the 17g-5 Information Provider’s Website. (e) None of the foregoing restrictions in this Section 5.7 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the Indenture Trustee agrees other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not provide any such document, notice or other information to [_________________] for posting on its Rule 17g-5 compliant website related to this transaction (the “Rule 17g-5 Website”). [_________________] shall promptly confirm relating to the Indenture Trustee any Certificates or the Mortgage Loans to such document, notice or other information has been posted to the Rule 17g-5 Website as a condition to the Indenture Trustee providing such document, notice or other information to any Rating Agency. Notwithstanding anything to the contrary in this Indenture, the Indenture Trustee shall have no obligation to deliver such document, notice or other information to any Rating Agency until in connection with such applicable party has received written confirmation from [_________________] of the posting of review and evaluation by such document, notice or other information by [_________________] to the Rule 17g-5 Website, and the Indenture Trustee shall not be liable for any failure to deliver such document, notice or other information to any Rating Agency prior to any applicable deadline in this Indenture where such failure is caused by any failure unless borrower, property or inability of [_________________] timely to provide such written confirmation. The Indenture Trustee, pursuant to procedures mutually agreed upon with [_________________], shall require that any person attempting to access the Indenture Trustee website related to this transaction represent that they deal specific identifiers are not an employee or representative of a rating agency, provided that the Indenture Trustee shall bear no expense or liability relating to any representation made by any person attempting to access the Indenture Trustee websiteredacted.