Common use of Notices to Rating Agencies Clause in Contracts

Notices to Rating Agencies. The Administrator, on behalf of the Issuer, shall give notice to each Rating Agency of (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase Agreement, Schedule II of the Sale Agreement and Schedule I of the Indenture; (ii) the termination of, and/or appointment of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 of the Servicing Agreement; (iii) any waiver of a Servicer Replacement Event pursuant to Section 6.1(b) of the Servicing Agreement; (iv) any amendment to the Servicing Agreement pursuant to Section 8.1 of the Servicing Agreement; (v) any Officer’s Certificate delivered pursuant to Section 3.12 of the Indenture with respect to any Event of Default under the Indenture; (vi) any officer’s certificate of the Issuer delivered pursuant to Section 3.9 of the Indenture; (vii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (viii) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (ix) any notice of Default pursuant to Section 6.5 of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xii) any amendment pursuant to Section 12 of this Agreement; and (xiii) any merger or consolidation of the Seller pursuant to Section 3.4 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof by the Purchaser, the Owner Trustee (to the extent a Responsible Officer of the Owner Trustee has received written notice thereof), the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) or the Servicer.

Notices to Rating Agencies. The Administrator, on behalf of the Issuer, shall give notice to each Rating Agency of (which notice shall be given promptly upon the Administrator being notified thereof by the Depositor, the Owner Trustee, the Indenture Trustee or the Servicer) of: (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase Agreement, Schedule II of the Sale Agreement and Schedule I of the Indenture; (ii) the termination of, and/or appointment of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 of the Servicing Agreement; (iii) any waiver of a Servicer Replacement Event pursuant to Section 6.1(b) of the Servicing Agreement; (iv) any amendment to Officer’s Certificate of the Servicing Agreement Issuer delivered pursuant to Section 8.1 3.9 of the Servicing AgreementIndenture; (v) any Officer’s Certificate delivered pursuant to Section 3.12 of the Indenture with respect to any Event of Default under the Indenture; (vi) any officer’s certificate notice of the Issuer delivered Default pursuant to Section 3.9 6.5 of the Indenture; (vii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (viii) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (ix) any notice of Default pursuant to Section 6.5 of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xix) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xiixi) any amendment pursuant to Section 12 13 of this Agreement; and (xiiixii) any merger or consolidation of the Seller pursuant to Section 3.4 3.3 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof by the Purchaser, the Owner Trustee (to the extent a Responsible Officer of the Owner Trustee has received written notice thereof), the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) or the Servicer.

Notices to Rating Agencies. The Administrator, on behalf of the Issuer, shall give notice to each Rating Agency of (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase Receivables Sale Agreement, Schedule II III of the Sale Agreement and Schedule I of the Indenture; (ii) the termination of, and/or appointment of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 of the Servicing Agreement; (iii) any waiver of a Servicer Replacement Event pursuant to Section 6.1(b) of the Servicing Agreement; (iv) any amendment to the Servicing Agreement pursuant to Section 8.1 of the Servicing Agreement; (v) any Officer’s Certificate delivered pursuant to Section 3.12 of the Indenture with respect to any Event of Default under the Indenture; (vi) any officer’s certificate of the Issuer delivered pursuant to Section 3.9 of the Indenture; (vii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (viii) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (ix) any notice of Default pursuant to Section 6.5 of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xii) any amendment pursuant to Section 12 of this Agreement; Agreement and (xiii) any merger or consolidation of the Seller pursuant to Section 3.4 3.3 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof by the PurchaserDepositor, the Owner Trustee (to the extent a Responsible Officer of the Owner Trustee has received written notice thereof)Trustee, the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) or the Servicer.

Notices to Rating Agencies. (a) The Administrator, on behalf of the Issuer, Trustee shall give promptly provide notice to each Rating Agency and the Controlling Class Representative with respect to each of the following of which it has actual knowledge: (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase change or amendment to this Agreement, Schedule II of the Sale Agreement and Schedule I of the Indenture; ; (ii) the occurrence of any Event of Default that has not been cured; (iii) the merger, consolidation, resignation or termination of, and/or appointment of a successor tothe Trustee, the Master Servicer or the Special Servicer; (iv) the repurchase of Mortgage Loans by any of the Mortgage Loan Sellers pursuant to Sections 6.1 and 6.2 the applicable Mortgage Loan Purchase Agreement; (v) any change in the location of the Servicing AgreementAccounts, the Interest Reserve Accounts, the Certificate Account, the Floating Rate Account, the Gain-on-Sale Reserve Account, the Companion Distribution Account or the Distribution Account; (vi) the final payment to any Class of Certificateholders; and (vii) any sale or disposition of any Mortgage Loan or REO Property. (b) The Master Servicer shall promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge: (i) the resignation or removal of the Trustee; and (ii) any change in the location of the Certificate Account. (c) The Special Servicer shall furnish each Rating Agency and the Controlling Class Representative with respect to a non-performing or Defaulted Mortgage Loan such information as the Rating Agency or Controlling Class Representative shall reasonably request and which the Special Servicer can reasonably provide in accordance with applicable law. (d) To the extent applicable, each of the Master Servicer, the Special Servicer and the Trustee shall promptly furnish, or cause to be furnished, to each Rating Agency copies of the following items: (i) each of the annual statements as to compliance described in Section 3.13; (ii) each of the annual independent public accountants’ servicing reports described in Section 3.14; (iii) any waiver of a Servicer Replacement Event pursuant to Section 6.1(b) of the Servicing Agreement; (iv) any amendment to the Servicing Agreement pursuant to Section 8.1 of the Servicing Agreement; (v) any Officer’s Certificate delivered pursuant to Section 3.12 of the Indenture with respect to any Event of Default under the Indenture; (vi) any officer’s certificate of the Issuer delivered pursuant to Section 3.9 of the Indenture; (vii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 4.03(c) or 3.08; and (iv) each of the Indenture; reports described in Section 3.12(a) and the statements and reports described in Sections 3.12(b), 3.12(c) and 3.12(d). (viiie) The Trustee shall (i) make available to each Rating Agency and the Controlling Class Representative, upon reasonable notice, the items described in Section 3.15(a) and (ii) promptly deliver to each Rating Agency and the Controlling Class Representative a copy of any merger or consolidation of the Indenture Trustee notices given pursuant to Section 6.9 7.03(a) or Section 7.03(b). (f) Each of the Indenture; (ix) any notice of Default pursuant to Section 6.5 of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xii) any amendment pursuant to Section 12 of this Agreement; and (xiii) any merger or consolidation of the Seller pursuant to Section 3.4 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof by the PurchaserTrustee, the Owner Trustee (Master Servicer and the Special Servicer shall provide to each Rating Agency such other information with respect to the Mortgage Loans and the Certificates, to the extent a Responsible Officer such party possesses such information, as such Rating Agency shall reasonably request. (g) Notwithstanding any provision herein to the contrary each of the Owner Trustee has received written notice thereof)Master Servicer, the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) Special Servicer or the ServicerTrustee shall deliver to any Underwriter any report prepared by such party hereunder upon request.

Notices to Rating Agencies. (a) The Administrator, on behalf of the Issuer, Trustee shall give promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge: (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase change or amendment to this Agreement, Schedule II of the Sale Agreement and Schedule I of the Indenture; ; (ii) the termination of, and/or appointment occurrence of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 any Event of the Servicing Agreement; Default that has not been cured; (iii) any waiver the resignation or termination of a the Master Servicer Replacement Event or the Special Servicer; (iv) the repurchase of Mortgage Loans by the applicable Mortgage Loan Seller pursuant to Section 6.1(b) of the Servicing Agreement; (iv) any amendment to the Servicing Agreement pursuant to Section 8.1 of the Servicing Agreement; 2.03; (v) any Officer’s Certificate delivered pursuant to Section 3.12 change in the location of the Indenture with respect to any Event of Default under Distribution Account, the Indenture; Interest Reserve Account or the Excess Liquidation Proceeds Account; (vi) the final payment to any officer’s certificate Class of the Issuer delivered pursuant to Section 3.9 of the IndentureCertificateholders; and (vii) any sale or disposition of any Mortgage Loan or REO Property. (b) The Master Servicer shall promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge: (i) the resignation or removal of the Indenture Trustee; and (ii) any change in the location of any Custodial Account. (c) The Special Servicer shall furnish each Rating Agency with respect to a Specially Serviced Mortgage Loan such information as the Rating Agency shall reasonably request and which the Special Servicer can reasonably provide in accordance with applicable law, with copies to the Trustee. (d) To the extent applicable, each of the Master Servicer and the Special Servicer shall promptly furnish to each Rating Agency copies of: (i) each of its annual statements as to compliance described in Section 11.09 and Section 11.10; (ii) each of its annual independent public accountants' servicing reports described in Section 11.11; and (iii) any Officer's Certificate delivered by it to the Trustee pursuant to Section 6.8 3.12(d) or 4.03(c). (e) The Trustee shall (i) make available to each Rating Agency, upon reasonable notice, the items described in Section 8.14(b) and (ii) promptly deliver to each Rating Agency a copy of the Indenture; (viii) any merger or consolidation of the Indenture Trustee notices given pursuant to Section 6.9 7.03(a) or Section 7.03(b). (f) The Trustee shall promptly deliver to each Rating Agency a copy of each of the Indenture; statements and reports described in Section 4.02(a) that is prepared by it. (ixg) any notice of Default pursuant to Section 6.5 Each of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xii) any amendment pursuant to Section 12 of this Agreement; and (xiii) any merger or consolidation of the Seller pursuant to Section 3.4 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof by the PurchaserTrustee, the Owner Trustee (Master Servicer and the Special Servicer shall provide to each Rating Agency such other information with respect to the Mortgage Loans and the Certificates, to the extent a Responsible Officer of the Owner Trustee has received written notice thereof)such party possesses such information, the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) or the Serviceras such Rating Agency shall reasonably request.

Notices to Rating Agencies. The Administrator, on behalf of the Issuer, shall give notice Administrative Agent will deliver to each Rating Agency notice (which notice shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase Agreement, Schedule II of the Sale Agreement and Schedule I Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) the termination of, and/or appointment any breach of a successor to, the Servicer perfection representations pursuant to Sections 6.1 and 6.2 Section 3.18(c) of the Servicing AgreementIndenture; (iii) any waiver declaration that the principal of a Servicer Replacement Event the Notes has been accelerated pursuant to Section 6.1(b) 5.02 of the Servicing AgreementIndenture; (iv) any amendment to the Servicing Agreement Indenture Default of which it has been provided notice pursuant to Section 8.1 of the Servicing Agreement; (v) any Officer’s Certificate delivered pursuant to Section 3.12 of the Indenture with respect to any Event of Default under the Indenture; (vi) any officer’s certificate of the Issuer delivered pursuant to Section 3.9 6.05 of the Indenture; (vii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (viiiv) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 6.09 of the Indenture; (ixvi) any notice of Default unaudited report it has been provided pursuant to Section 6.5 8.04(f) of the Indenture; (xvii) any supplemental indenture pursuant to Sections 9.1 or 9.2 final payment of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer Trust Certificates pursuant to Section 5.3 9.01(c) of the Servicing Trust Agreement; (xiiviii) any amendment resignation of the Owner Trustee of which it has been provided notice pursuant to Section 12 10.02 of this the Trust Agreement; and (xiiiix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Seller Owner Trustee pursuant to Section 3.4 10.04 of the Sale Trust Agreement, ; and (xi) any Servicer Default of which it has been provided notice shall be given promptly upon the Administrator being notified thereof by the Purchaser, the Owner Trustee (pursuant to the extent a Responsible Officer Section 8.12(c) of the Owner Trustee has received written notice thereof), the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) or the Servicer2024-A Servicing Supplement.

Notices to Rating Agencies. (a) The Administrator, on behalf of the Issuer, Trustee shall give promptly provide notice to each Rating Agency and the Controlling Class Representative (and, if affected thereby, any Non-Trust Noteholder) with respect to each of the following of which it has actual knowledge: (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase change or amendment to this Agreement, Schedule II of the Sale Agreement and Schedule I of the Indenture; ; (ii) the termination of, and/or appointment occurrence of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 any Event of the Servicing Agreement; Default that has not been cured; (iii) any waiver of a Servicer Replacement Event pursuant to Section 6.1(b) the resignation or termination of the Servicing Agreement; Trustee, the Master Servicer or the Special Servicer; (iv) the repurchase of Trust Mortgage Loans by any amendment of the Mortgage Loan Sellers pursuant to the Servicing Agreement pursuant to Section 8.1 of the Servicing applicable Mortgage Loan Purchase Agreement; ; (v) any Officer’s Certificate delivered pursuant to Section 3.12 change in the location of the Indenture with respect to any Event of Default under the Indenture; Distribution Account; (vi) the final payment to any officer’s certificate Class of the Issuer delivered pursuant to Section 3.9 of the IndentureCertificateholders; and (vii) any sale or disposition of any Trust Mortgage Loan or REO Property. (b) The Master Servicer shall promptly provide notice to each Rating Agency (and, if affected thereby, any Non-Trust Noteholder) with respect to each of the following of which it has actual knowledge: (i) the resignation or removal of the Indenture Trustee; and (ii) any change in the location of the Collection Account. (c) The Special Servicer shall furnish each Rating Agency and the Controlling Class Representative (and, with respect to a Loan Combination, the related Non-Trust Noteholder(s)) with respect to a Trust Specially Serviced Mortgage Loan such information as the Rating Agency or Controlling Class Representative (and, with respect to a Loan Combination, the related Non-Trust Noteholder(s)) shall reasonably request and which the Special Servicer can reasonably provide in accordance with applicable law. (d) To the extent applicable, each of the Master Servicer and the Special Servicer shall promptly furnish to each Rating Agency copies of the following items: (i) each of its annual statements as to compliance described in Section 3.13; (ii) each of its annual independent public accountants' servicing reports described in Section 3.14; and (iii) any Officer's Certificate delivered by it to the Trustee pursuant to Section 6.8 3.03(e), 4.03(c) or 3. (e) The Trustee shall (i) make available to each Rating Agency and the Controlling Class Representative, upon reasonable notice, the items described in Section 3.15(a) and (ii) promptly deliver to each Rating Agency and the Controlling Class Representative a copy of the Indenture; (viii) any merger or consolidation of the Indenture Trustee notices given pursuant to Section 6.9 7.03(a) or Section 7.03(b). (f) Each of the Indenture; (ix) any notice of Default pursuant to Section 6.5 of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xii) any amendment pursuant to Section 12 of this Agreement; and (xiii) any merger or consolidation of the Seller pursuant to Section 3.4 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof by the PurchaserTrustee, the Owner Trustee (Master Servicer and the Special Servicer shall provide to each Rating Agency such other information with respect to the Trust Mortgage Loans and the Certificates, to the extent such party possesses such information, as such Rating Agency shall reasonably request. (g) The Master Servicer shall give each Rating Agency at least 15 days' notice prior to any reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account allocable to interest on the Trust Mortgage Loans unless (1) the Master Servicer determines in its sole discretion that waiting 15 days after such a Responsible Officer notice could jeopardize the Master Servicer's ability to recover Nonrecoverable Advances, (2) changed circumstances or new or different information becomes known to the Master Servicer that could affect or cause a determination of whether any Advance is a Nonrecoverable Advance, whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause (1) above, or (3) the Master Servicer has not timely received from the Trustee information requested by the Master Servicer to consider in determining whether to defer reimbursement of a Nonrecoverable Advance; provided that, if clause (1), (2) or (3) apply, the Master Servicer shall give each Rating Agency notice of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account allocable to interest on the Trust Mortgage Loans as soon as reasonably practicable in such circumstances. The Master Servicer shall have no liability for any loss, liability or expense resulting from any notice provided to any Rating Agency contemplated by the immediately preceding sentence. (h) Notwithstanding any provision herein to the contrary, each of the Owner Trustee has received written notice thereof)Master Servicer, the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) Special Servicer or the ServicerTrustee shall deliver to any Underwriter any report prepared by such party hereunder upon request.

Notices to Rating Agencies. The Administrator, on behalf of the Issuer, shall give notice to each Rating Agency of (which notice shall be given promptly upon the Administrator being notified thereof by the Depositor, the Owner Trustee, the Indenture Trustee or the Servicer) of: (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase Agreement, Schedule II III of the Sale Agreement and Schedule I of the Indenture; (ii) the termination of, and/or appointment of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 of the Servicing Agreement; (iii) any waiver of a Servicer Replacement Event pursuant to Section 6.1(b) of the Servicing Agreement; (iv) any amendment to Officer’s Certificate of the Servicing Agreement Issuer delivered pursuant to Section 8.1 3.9 of the Servicing AgreementIndenture; (v) any Officer’s Certificate delivered pursuant to Section 3.12 of the Indenture with respect to any Event of Default under the Indenture; (vi) any officer’s certificate notice of the Issuer delivered Default pursuant to Section 3.9 6.5 of the Indenture; (vii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (viii) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (ix) any notice of Default pursuant to Section 6.5 of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xix) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xiixi) any amendment pursuant to Section 12 13 of this Agreement; and (xiiixii) any merger or consolidation of the Seller pursuant to Section 3.4 3.3 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof by the Purchaser, the Owner Trustee (to the extent a Responsible Officer of the Owner Trustee has received written notice thereof), the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) or the Servicer.

Notices to Rating Agencies. (a) The Administrator, on behalf of the Issuer, Trustee shall give promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge: (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase change or amendment to this Agreement, Schedule II of the Sale Agreement and Schedule I of the Indenture; ; (ii) the termination of, and/or appointment occurrence of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 any Event of the Servicing Agreement; Default that has not been cured; (iii) any waiver the resignation or termination of a the Fiscal Agent, the Master Servicer Replacement Event or the Special Servicer; (iv) the repurchase of Mortgage Loans by the Depositor pursuant to Section 6.1(b) of the Servicing Agreement; (iv) any amendment to the Servicing Agreement pursuant to Section 8.1 of the Servicing Agreement; 2.03; (v) any Officer’s Certificate delivered pursuant to Section 3.12 change in the location of the Indenture with respect to any Event of Default under Collection Account or the Indenture; Interest Reserve Account; (vi) the final payment to any officer’s certificate Class of the Issuer delivered pursuant to Section 3.9 of the IndentureCertificateholders; and (vii) any sale or disposition of any Mortgage Loan or REO Property. (b) The Master Servicer shall promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge: (i) the resignation or removal of the Indenture Trustee; and (ii) any change in the location of any Custodial Account. (c) The Special Servicer shall furnish each Rating Agency with respect to a Specially Serviced Loan such information as the Rating Agency shall reasonably request and which the Special Servicer can reasonably provide in accordance with applicable law, with copies to the Trustee. (d) To the extent applicable, each of the Master Servicer and the Special Servicer shall promptly furnish to each Rating Agency copies of the following items: (i) each of its annual statements as to compliance described in Section 3.13; (ii) each of its annual independent public accountants' servicing reports described in Section 3.14; and (iii) any Officer's Certificate delivered by it to the Trustee pursuant to Section 6.8 3.11(h), 4.03(c) or 4.03A(c). (e) The Trustee shall (i) make available to each Rating Agency, upon reasonable notice, the items described in Section 8.14(b) and (ii) promptly deliver to each Rating Agency a copy of the Indenture; (viii) any merger or consolidation of the Indenture Trustee notices given pursuant to Section 6.9 7.03(a) or Section 7.03(b). (f) The Trustee shall promptly deliver to each Rating Agency a copy of each of the Indenture; statements and reports described in Section 4.02(a) that is prepared by it. (ixg) any notice of Default pursuant to Section 6.5 Each of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xii) any amendment pursuant to Section 12 of this Agreement; and (xiii) any merger or consolidation of the Seller pursuant to Section 3.4 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof by the PurchaserTrustee, the Owner Trustee (Master Servicer and the Special Servicer shall provide to each Rating Agency such other information with respect to the Mortgage Loans and the Certificates, to the extent a Responsible Officer of the Owner Trustee has received written notice thereof)such party possesses such information, the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) or the Serviceras such Rating Agency shall reasonably request.

Notices to Rating Agencies. The Administrator, on behalf of the Issuer, shall give notice Administrative Agent will deliver to each Rating Agency notice (which notice shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase Servicer Default 4 (NALT 2024-B Trust Administration Agreement, Schedule II of the Sale Agreement and Schedule I ) pursuant to Section 3.07(d) of the Indenture; (ii) the termination of, and/or appointment any breach of a successor to, the Servicer perfection representations pursuant to Sections 6.1 and 6.2 Section 3.18(c) of the Servicing AgreementIndenture; (iii) any waiver declaration that the principal of a Servicer Replacement Event the Notes has been accelerated pursuant to Section 6.1(b) 5.02 of the Servicing AgreementIndenture; (iv) any amendment to the Servicing Agreement Indenture Default of which it has been provided notice pursuant to Section 8.1 of the Servicing Agreement; (v) any Officer’s Certificate delivered pursuant to Section 3.12 of the Indenture with respect to any Event of Default under the Indenture; (vi) any officer’s certificate of the Issuer delivered pursuant to Section 3.9 6.05 of the Indenture; (vii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (viiiv) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 6.09 of the Indenture; (ixvi) any notice of Default unaudited report it has been provided pursuant to Section 6.5 8.04(f) of the Indenture; (xvii) any supplemental indenture pursuant to Sections 9.1 or 9.2 final payment of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer Trust Certificates pursuant to Section 5.3 9.01(c) of the Servicing Trust Agreement; (xiiviii) any amendment resignation of the Owner Trustee of which it has been provided notice pursuant to Section 12 10.02 of this the Trust Agreement; and (xiiiix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Seller Owner Trustee pursuant to Section 3.4 10.04 of the Sale Trust Agreement, ; and (xi) any Servicer Default of which it has been provided notice shall be given promptly upon the Administrator being notified thereof by the Purchaser, the Owner Trustee (pursuant to the extent a Responsible Officer Section 8.12(c) of the Owner Trustee has received written notice thereof), the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) or the Servicer2024-B Servicing Supplement.

Notices to Rating Agencies. The Administrator, on behalf of the Issuer, shall give notice Administrative Agent will deliver to each Rating Agency notice (which notice shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase Agreement, Schedule II of the Sale Agreement and Schedule I Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) the termination of, and/or appointment any breach of a successor to, the Servicer perfection representations pursuant to Sections 6.1 and 6.2 Section 3.18(c) of the Servicing AgreementIndenture; (iii) any waiver declaration that the principal of a Servicer Replacement Event the Notes has been accelerated pursuant to Section 6.1(b) 5.02 of the Servicing AgreementIndenture; (iv) any amendment to the Servicing Agreement Indenture Default of which it has been provided notice pursuant to Section 8.1 of the Servicing Agreement; (v) any Officer’s Certificate delivered pursuant to Section 3.12 of the Indenture with respect to any Event of Default under the Indenture; (vi) any officer’s certificate of the Issuer delivered pursuant to Section 3.9 6.05 of the Indenture; (vii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (viiiv) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 6.09 of the Indenture; (ixvi) any notice of Default unaudited report it has been provided pursuant to Section 6.5 8.04(f) of the Indenture; (xvii) any supplemental indenture pursuant to Sections 9.1 or 9.2 final payment of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer Trust Certificates pursuant to Section 5.3 9.01(c) of the Servicing Trust Agreement; (xiiviii) any amendment resignation of the Owner Trustee of which it has been provided notice pursuant to Section 12 10.02 of this the Trust Agreement; and (xiiiix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Seller Owner Trustee pursuant to Section 3.4 10.04 of the Sale Trust Agreement, ; and (xi) any Servicer Default of which it has been provided notice shall be given promptly upon the Administrator being notified thereof by the Purchaser, the Owner Trustee (pursuant to the extent a Responsible Officer Section 8.12(c) of the Owner Trustee has received written notice thereof), the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) or the Servicer2023-A Servicing Supplement.

Notices to Rating Agencies. The Administrator, on behalf of the Issuer, shall give notice Administrative Agent will deliver to each Rating Agency notice (which notice shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase Agreement, Schedule II of the Sale Agreement and Schedule I Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) the termination of, and/or appointment any breach of a successor to, the Servicer perfection representations pursuant to Sections 6.1 and 6.2 Section 3.18(c) of the Servicing AgreementIndenture; (iii) any waiver declaration that the principal of a Servicer Replacement Event the Notes has been accelerated pursuant to Section 6.1(b) 5.02 of the Servicing AgreementIndenture; (iv) any amendment to the Servicing Agreement Indenture Default of which it has been provided notice pursuant to Section 8.1 of the Servicing Agreement; (v) any Officer’s Certificate delivered pursuant to Section 3.12 of the Indenture with respect to any Event of Default under the Indenture; (vi) any officer’s certificate of the Issuer delivered pursuant to Section 3.9 6.05 of the Indenture; (vii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (viiiv) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 6.09 of the Indenture; (ixvi) any notice of Default unaudited report it has been provided pursuant to Section 6.5 8.04(f) of the Indenture; (xvii) any supplemental indenture pursuant to Sections 9.1 or 9.2 final payment of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer Trust Certificates pursuant to Section 5.3 9.01(c) of the Servicing Trust Agreement; (xiiviii) any amendment resignation of the Owner Trustee of which it has been provided notice pursuant to Section 12 10.02 of this the Trust Agreement; and (xiiiix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Seller Owner Trustee pursuant to Section 3.4 10.04 of the Sale Trust Agreement, ; and (xi) any Servicer Default of which it has been provided notice shall be given promptly upon the Administrator being notified thereof by the Purchaser, the Owner Trustee (pursuant to the extent a Responsible Officer Section 8.12(c) of the Owner Trustee has received written notice thereof), the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) or the Servicer2022-A Servicing Supplement.

Notices to Rating Agencies. (a) The Administrator, on behalf of the Issuer, Trustee shall give promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge: (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase change or amendment to this Agreement, Schedule II of the Sale Agreement and Schedule I of the Indenture; ; (ii) the termination of, and/or appointment occurrence of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 any Event of the Servicing Agreement; Default that has not been cured; (iii) any waiver the resignation or termination of a the Fiscal Agent, the Master Servicer Replacement Event or the Special Servicer; (iv) the repurchase of Mortgage Loans by the Mortgage Loan Seller pursuant to Section 6.1(b) of the Servicing Agreement; (iv) any amendment to the Servicing Agreement pursuant to Section 8.1 of the Servicing Agreement; 2.03; (v) any Officer’s Certificate delivered pursuant to Section 3.12 change in the location of the Indenture with respect to any Event of Default under Distribution Account or the Indenture; Interest Reserve Account; (vi) the final payment to any officer’s certificate Class of the Issuer delivered pursuant to Section 3.9 of the IndentureCertificateholders; and (vii) any sale or disposition of any Mortgage Loan or REO Property. (b) The Master Servicer shall promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge: (i) the resignation or removal of the Indenture Trustee; and (ii) any change in the location of any Custodial Account. (c) The Special Servicer shall furnish each Rating Agency with respect to a Specially Serviced Loan such information as the Rating Agency shall reasonably request and which the Special Servicer can reasonably provide in accordance with applicable law, with copies to the Trustee. (d) To the extent applicable, each of the Master Servicer and the Special Servicer shall promptly furnish to each Rating Agency copies of the following items: (i) each of its annual statements as to compliance described in Section 3.14; (ii) each of its annual independent public accountants' servicing reports described in Section 3.15; and (iii) any Officer's Certificate delivered by it to the Trustee pursuant to Section 6.8 3.12(d), 4.03(c) or 4.03A(c). (e) The Trustee shall (i) make available to each Rating Agency, upon reasonable notice, the items described in Section 8.14(b) and (ii) promptly deliver to each Rating Agency a copy of the Indenture; (viii) any merger or consolidation of the Indenture Trustee notices given pursuant to Section 6.9 7.03(a) or Section 7.03(b). (f) The Trustee shall promptly deliver to each Rating Agency a copy of each of the Indenture; statements and reports described in Section 4.02(a) that is prepared by it. (ixg) any notice of Default pursuant to Section 6.5 Each of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xii) any amendment pursuant to Section 12 of this Agreement; and (xiii) any merger or consolidation of the Seller pursuant to Section 3.4 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof by the PurchaserTrustee, the Owner Trustee (Master Servicer and the Special Servicer shall provide to each Rating Agency such other information with respect to the Mortgage Loans and the Certificates, to the extent a Responsible Officer of the Owner Trustee has received written notice thereof)such party possesses such information, the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) or the Serviceras such Rating Agency shall reasonably request.

Notices to Rating Agencies. The Administrator, on behalf of the Issuer, shall give notice to each Rating Agency of (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase Receivables Sale Agreement, Schedule II III of the Sale Agreement and Schedule I of the Indenture; (ii) the termination of, and/or appointment of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 of the Servicing Agreement; (iii) any waiver of a Servicer Replacement Event pursuant to Section 6.1(b) of the Servicing Agreement; (iv) any amendment to the Servicing Agreement pursuant to Section 8.1 of the Servicing Agreement; (v) any Officer’s Certificate delivered pursuant to Section 3.12 of the Indenture with respect to any Event of Default under the Indenture; (vi) any officer’s certificate of the Issuer delivered pursuant to Section 3.9 of the Indenture; (vii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (viii) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (ix) any notice of Default pursuant to Section 6.5 of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xii) any amendment pursuant to Section 12 of this Agreement; Agreement and (xiii) any merger or consolidation of the Seller pursuant to Section 3.4 3.3 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof by the PurchaserDepositor, the Owner Trustee (to the extent a Responsible Officer of the Owner Trustee has received written notice thereof)Trustee, the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) or the Servicer.

Notices to Rating Agencies. The Administrator, on behalf of the Issuer, shall give notice to each Rating Agency of (which notice shall be given promptly upon the Administrator being notified thereof by the Depositor, the Owner Trustee, the Indenture Trustee or the Servicer) of: (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase Agreement, Schedule II of the Sale Agreement and Schedule I of the Indenture; (ii) the termination of, and/or appointment of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 of the Servicing Agreement; (iii) any waiver of a Servicer Replacement Event pursuant to Section 6.1(b) of the Servicing Agreement; (iv) any amendment to Officer’s Certificate of the Servicing Agreement Issuer delivered pursuant to Section 8.1 3.9 of the Servicing AgreementIndenture; (v) any Officer’s Certificate delivered pursuant to Section 3.12 of the Indenture with respect to any Event of Default under the Indenture; (vi) any officer’s certificate notice of the Issuer delivered Default pursuant to Section 3.9 6.5 of the Indenture; (vii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (viii) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (ix) any notice of Default pursuant to Section 6.5 of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xix) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xi) any amendment pursuant to Section 13 of this Agreement; (xii) any amendment pursuant to Section 12 4.6(f) of this Agreement; the Sale Agreement and (xiii) any merger or consolidation of the Seller pursuant to Section 3.4 3.3 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof by the Purchaser, the Owner Trustee (to the extent a Responsible Officer of the Owner Trustee has received written notice thereof), the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) or the Servicer.

Notices to Rating Agencies. (a) The Administrator, on behalf of the Issuer, Paying Agent shall give promptly provide notice to each Rating Agency and the Controlling Class Representative with respect to each of the following of which it has actual knowledge: (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase change or amendment to this Agreement, Schedule II of the Sale Agreement and Schedule I of the Indenture; ; (ii) the termination of, and/or appointment occurrence of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 any Event of the Servicing Agreement; Default that has not been cured; (iii) any waiver of a Servicer Replacement Event pursuant to Section 6.1(b) the resignation or termination of the Servicing Agreement; Trustee, the Paying Agent, the Master Servicer or the Special Servicer; (iv) any amendment the repurchase of Mortgage Loans by either of the Mortgage Loan Sellers pursuant to the Servicing First Union Mortgage Loan Purchase Agreement, the GACC Mortgage Loan Purchase Agreement pursuant to Section 8.1 of or the Servicing LaSalle Mortgage Loan Purchase Agreement; ; (v) any Officer’s Certificate delivered pursuant to Section 3.12 change in the location of the Indenture with respect to any Event of Default under the Indenture; Distribution Account; (vi) the final payment to any officer’s certificate Class of the Issuer delivered pursuant to Section 3.9 of the IndentureCertificateholders; and (vii) any sale or disposition of any Mortgage Loan or REO Property. (b) The Master Servicer shall promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge: (i) the resignation or removal of the Indenture Trustee; and (ii) any change in the location of the Certificate Account. (c) The Special Servicer shall furnish each Rating Agency and the Controlling Class Representative with respect to a non-performing or Defaulted Mortgage Loan such information as the Rating Agency or Controlling Class Representative shall reasonably request and which the Special Servicer can reasonably provide in accordance with applicable law. (d) To the extent applicable, each of the Master Servicer and the Special Servicer shall promptly furnish to each Rating Agency copies of the following items: (i) each of its annual statements as to compliance described in Section 3.13; (ii) each of its annual independent public accountants' servicing reports described in Section 3.14; (iii) any Officers' Certificate delivered to the Trustee pursuant to Section 6.8 4.03(c) or 3.08; and (iv) each of the Indenture; reports described in Section 3.12(a) and the statements and reports described in Sections 3.12(b), 3.12(c) and 3.12(d). (viiie) The Paying Agent shall (i) make available to each Rating Agency and the Controlling Class Representative, upon reasonable notice, the items described in Section 3.15(a) and (ii) promptly deliver to each Rating Agency and the Controlling Class Representative a copy of any merger or consolidation of the Indenture Trustee notices given pursuant to Section 6.9 7.03(a) or Section 7.03(b). (f) Each of the Indenture; (ix) any notice of Default pursuant to Section 6.5 of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xii) any amendment pursuant to Section 12 of this Agreement; and (xiii) any merger or consolidation of the Seller pursuant to Section 3.4 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof by the PurchaserTrustee, the Owner Trustee (Paying Agent, the Master Servicer and the Special Servicer shall provide to each Rating Agency such other information with respect to the Mortgage Loans and the Certificates, to the extent a Responsible Officer such party possesses such information, as such Rating Agency shall reasonably request. (g) Notwithstanding any provision herein to the contrary each of the Owner Trustee has received written notice thereof)Master Servicer, the Indenture Trustee (to Special Servicer, the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) Paying Agent or the ServicerTrustee shall deliver to any Underwriter any report prepared by such party hereunder upon request.

Notices to Rating Agencies. The Administrator, on behalf of the Issuer, shall give notice to each Rating Agency of (i) any material breach of amendment to the perfection representations, warranties and covenants contained in Schedule I Purchase Agreement pursuant to Section 4.6 of the Purchase Agreement, Schedule II of ; (ii) any amendment to the Sale Agreement and Schedule I of pursuant to Section 4.6 if the IndentureSale Agreement; (iiiii) the termination of, and/or appointment of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 of the Servicing Agreement; (iiiiv) any waiver of a Servicer Replacement Event pursuant to Section 6.1(b) of the Servicing Agreement; (ivv) any amendment to the Servicing Agreement pursuant to Section 8.1 of the Servicing Agreement; (vvi) any Officer’s Certificate delivered pursuant to Section 3.12 of the Indenture with respect to any Event of Default under the Indenture; (vivii) any officer’s certificate of the Issuer delivered pursuant to Section 3.9 of the Indenture; (viiviii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (viiiix) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (ixx) any notice of Default pursuant to Section 6.5 of the Indenture; (xxi) any supplemental indenture pursuant to Sections Section 9.1 or 9.2 of the Indenture; (xixii) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xiixiii) any amendment pursuant to Section 12 of this Agreement; (xiv) redemption of the Notes pursuant to Sections 10.1 and 10.2 of the Indenture; and (xiiixv) any merger or consolidation of the Seller pursuant to Section 3.4 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof by the Purchaser, the Owner Trustee (to the extent a Responsible Officer of the Owner Trustee has received written notice thereof), the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice in accordance with the terms of the applicable Transaction Document or has actual knowledge thereof) or the Servicer.

Notices to Rating Agencies. (a) The Administrator, on behalf of the Issuer, Trustee shall give promptly provide notice to each Rating Agency and the Controlling Class Representative with respect to each of the following of which it has actual knowledge: (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase change or amendment to this Agreement, Schedule II of the Sale Agreement and Schedule I of the Indenture; ; (ii) the termination of, and/or appointment occurrence of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 any Event of the Servicing Agreement; Default that has not been cured; (iii) any waiver of a Servicer Replacement Event pursuant to Section 6.1(b) the merger, consolidation, resignation or termination of the Servicing Agreement; Trustee, the Master Servicer or the Special Servicer; (iv) the repurchase of Mortgage Loans by any amendment of the Mortgage Loan Sellers pursuant to the Servicing Agreement pursuant to Section 8.1 of the Servicing applicable Mortgage Loan Purchase Agreement; ; (v) any Officer’s Certificate delivered pursuant to Section 3.12 change in the location of the Indenture with respect to any Event of Default under Servicing Accounts, the Indenture; Interest Reserve Accounts, the Certificate Account, the Gain-on-Sale Reserve Account, the Companion Distribution Account or the Distribution Account; (vi) the final payment to any officer’s certificate Class of the Issuer delivered pursuant to Section 3.9 of the IndentureCertificateholders; and (vii) any sale or disposition of any Mortgage Loan or REO Property. (b) The Master Servicer shall promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge: (i) the resignation or removal of the Indenture Trustee; and (ii) any change in the location of the Certificate Account. (c) The Special Servicer shall furnish each Rating Agency and the Controlling Class Representative with respect to a non-performing or Defaulted Mortgage Loan such information as the Rating Agency or Controlling Class Representative shall reasonably request and which the Special Servicer can reasonably provide in accordance with applicable law. (d) To the extent applicable, each of the Master Servicer, the Special Servicer and the Trustee shall promptly furnish, or cause to be furnished, to each Rating Agency copies of the following items: (i) each of the annual statements as to compliance described in Section 3.13; (ii) each of the annual independent public accountants' servicing reports described in Section 3.14; (iii) any Officer's Certificate delivered to the Trustee pursuant to Section 6.8 4.03(c) or 3.08; and (iv) each of the Indenture; reports described in Section 3.12(a) and the statements and reports described in Sections 3.12(b), 3.12(c) and 3.12(d). (viiie) The Trustee shall (i) make available to each Rating Agency and the Controlling Class Representative, upon reasonable notice, the items described in Section 3.15(a) and (ii) promptly deliver to each Rating Agency and the Controlling Class Representative a copy of any merger or consolidation of the Indenture Trustee notices given pursuant to Section 6.9 7.03(a) or Section 7.03(b). (f) Each of the Indenture; (ix) any notice of Default pursuant to Section 6.5 of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xii) any amendment pursuant to Section 12 of this Agreement; and (xiii) any merger or consolidation of the Seller pursuant to Section 3.4 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof by the PurchaserTrustee, the Owner Trustee (Master Servicer and the Special Servicer shall provide to each Rating Agency such other information with respect to the Mortgage Loans and the Certificates, to the extent a Responsible Officer such party possesses such information, as such Rating Agency shall reasonably request. (g) Notwithstanding any provision herein to the contrary each of the Owner Trustee has received written notice thereof)Master Servicer, the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) Special Servicer or the ServicerTrustee shall deliver to any Underwriter any report prepared by such party hereunder upon request.

Notices to Rating Agencies. The Administrator, on behalf of the Issuer, shall give notice Administrative Agent will deliver to each Rating Agency notice (which notice shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase Agreement, Schedule II of the Sale Agreement and Schedule I Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) the termination of, and/or appointment any breach of a successor to, the Servicer perfection representations pursuant to Sections 6.1 and 6.2 Section 3.18(c) of the Servicing AgreementIndenture; (iii) any waiver declaration that the principal of a Servicer Replacement Event the Notes has been accelerated pursuant to Section 6.1(b) 5.02 of the Servicing AgreementIndenture; (iv) any amendment to the Servicing Agreement Indenture Default of which it has been provided notice pursuant to Section 8.1 of the Servicing Agreement; (v) any Officer’s Certificate delivered pursuant to Section 3.12 of the Indenture with respect to any Event of Default under the Indenture; (vi) any officer’s certificate of the Issuer delivered pursuant to Section 3.9 6.05 of the Indenture; (vii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (viiiv) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 6.09 of the Indenture; (ixvi) any notice of Default unaudited report it has been provided pursuant to Section 6.5 8.04(f) of the Indenture; (xvii) any supplemental indenture pursuant to Sections 9.1 or 9.2 final payment of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer Trust Certificates pursuant to Section 5.3 9.01(c) of the Servicing Trust Agreement; (xiiviii) any amendment resignation of the Owner Trustee of which it has been provided notice pursuant to Section 12 10.02 of this the Trust Agreement; and (xiiiix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Seller Owner Trustee pursuant to Section 3.4 10.04 of the Sale Trust Agreement, ; and (xi) any Servicer Default of which it has been provided notice shall be given promptly upon the Administrator being notified thereof by the Purchaser, the Owner Trustee (pursuant to the extent a Responsible Officer Section 8.12(c) of the Owner Trustee has received written notice thereof), the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) or the Servicer2023-B Servicing Supplement.

Notices to Rating Agencies. The Administrator, on behalf of the Issuer, shall give notice to each Rating Agency of (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase Agreement, Schedule II of the Sale Agreement and Schedule I of the Indenture; (ii) the termination of, and/or appointment of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 of the Servicing Agreement; (iii) any waiver of a Servicer Replacement Event pursuant to Section 6.1(b) of the Servicing Agreement; (iv) any amendment to the Servicing Agreement pursuant to Section 8.1 of the Servicing Agreement; (v) any Officer’s Certificate delivered pursuant to Section 3.12 of the Indenture with respect to any Event of Default under the Indenture; (vi) any officer’s certificate of the Issuer delivered pursuant to Section 3.9 of the Indenture; (vii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (viii) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (ix) any notice of Default pursuant to Section 6.5 of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xii) any amendment pursuant to Section 12 of this Agreement; Agreement and (xiii) any merger or consolidation of the Seller pursuant to Section 3.4 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof by the Purchaser, the Owner Trustee (to the extent a Responsible Officer of the Owner Trustee has received written notice thereof), the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) or the Servicer.

Notices to Rating Agencies. The Administrator, on behalf of the Issuer, shall give notice to each Rating Agency of (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I II of the Purchase Agreement, Schedule II of the Receivables Sale Agreement, Schedule III of the Sale Agreement and Schedule I of the Indenture; (ii) the termination of, and/or appointment of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 of the Servicing Agreement; (iii) any waiver of a Servicer Replacement Event pursuant to Section 6.1(b) of the Servicing Agreement; (iv) any amendment to the Servicing Agreement pursuant to Section 8.1 of the Servicing Agreement; (v) any Officer’s Certificate delivered pursuant to Section 3.12 of the Indenture with respect to any Event of Default under the Indenture; (vi) any officer’s certificate of the Issuer delivered pursuant to Section 3.9 of the Indenture; (vii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (viii) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (ix) any notice of Default pursuant to Section 6.5 of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xii) any amendment pursuant to Section 12 13 of this Agreement; and (xiii) any merger or consolidation of the Seller pursuant to Section 3.4 3.3 of the Sale Agreement, in the case of each of (i) through (xiii), which notice shall be given promptly upon the Administrator being notified thereof by the PurchaserDepositor, the Owner Trustee (to the extent a Responsible Officer of the Owner Trustee has received written notice thereof)Trustee, the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) or the Servicer.

Notices to Rating Agencies. The Administrator, on behalf of the Issuer, shall give notice to each Rating Agency of (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase Agreement, Schedule II of the Sale Agreement and Schedule I of the Indenture; (ii) the termination of, and/or appointment of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 of the Servicing Agreement; (iii) any waiver of a Servicer Replacement Event pursuant to Section 6.1(b) of the Servicing Agreement; (iv) any amendment to the Servicing Agreement pursuant to Section 8.1 of the Servicing Agreement; (v) any Officer’s Certificate delivered pursuant to Section 3.12 of the Indenture with respect to any Event of Default under the Indenture; (vi) any officer’s certificate of the Issuer delivered pursuant to Section 3.9 of the Indenture; (vii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (viii) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (ix) any notice of Default pursuant to Section 6.5 of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xii) any amendment pursuant to Section 12 of this Agreement; Agreement and (xiii) any merger or consolidation of the Seller pursuant to Section 3.4 3.3 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof by the Purchaser, the Owner Trustee (to the extent a Responsible Officer of the Owner Trustee has received written notice thereof)Trustee, the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) or the Servicer.

Notices to Rating Agencies. (a) The Administrator, on behalf of the Issuer, Trustee shall give promptly provide notice to each Rating Agency and the Controlling Class Representative with respect to each of the following of which it has actual knowledge: (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase change or amendment to this Agreement, Schedule II of the Sale Agreement and Schedule I of the Indenture; ; (ii) the occurrence of any Event of Default that has not been cured; (iii) the merger, consolidation, resignation or termination of, and/or appointment of a successor tothe Trustee, the Master Servicer or the Special Servicer; (iv) the repurchase of Mortgage Loans by any of the Mortgage Loan Sellers pursuant to Sections 6.1 and 6.2 the applicable Mortgage Loan Purchase Agreement; (v) any change in the location of the Servicing AgreementAccounts, the Interest Reserve Accounts, the Certificate Account, the Interest Shortfall Account, the Gain-on-Sale Reserve Account, the Companion Distribution Account or the Distribution Account; (vi) the final payment to any Class of Certificateholders; and (vii) any sale or disposition of any Mortgage Loan or REO Property. (b) The Master Servicer shall promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge: (i) the resignation or removal of the Trustee; and (ii) any change in the location of the Certificate Account. (c) The Special Servicer shall furnish each Rating Agency and the Controlling Class Representative with respect to a non-performing or Defaulted Mortgage Loan such information as the Rating Agency or Controlling Class Representative shall reasonably request and which the Special Servicer can reasonably provide in accordance with applicable law. (d) To the extent applicable, each of the Master Servicer, the Special Servicer and the Trustee shall promptly furnish, or cause to be furnished, to each Rating Agency copies of the following items: (i) each of the annual statements as to compliance described in Section 3.13; (ii) each of the annual independent public accountants’ servicing reports described in Section 3.14; (iii) any waiver of a Servicer Replacement Event pursuant to Section 6.1(b) of the Servicing Agreement; (iv) any amendment to the Servicing Agreement pursuant to Section 8.1 of the Servicing Agreement; (v) any Officer’s Certificate delivered pursuant to Section 3.12 of the Indenture with respect to any Event of Default under the Indenture; (vi) any officer’s certificate of the Issuer delivered pursuant to Section 3.9 of the Indenture; (vii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 4.03(c) or 3.08; and (iv) each of the Indenture; reports described in Section 3.12(a) and the statements and reports described in Sections 3.12(b), 3.12(c) and 3.12(d). (viiie) The Trustee shall (i) make available to each Rating Agency and the Controlling Class Representative, upon reasonable notice, the items described in Section 3.15(a) and (ii) promptly deliver to each Rating Agency and the Controlling Class Representative a copy of any merger or consolidation of the Indenture Trustee notices given pursuant to Section 6.9 7.03(a) or Section 7.03(b). (f) Each of the Indenture; (ix) any notice of Default pursuant to Section 6.5 of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xii) any amendment pursuant to Section 12 of this Agreement; and (xiii) any merger or consolidation of the Seller pursuant to Section 3.4 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof by the PurchaserTrustee, the Owner Trustee (Master Servicer and the Special Servicer shall provide to each Rating Agency such other information with respect to the Mortgage Loans and the Certificates, to the extent a Responsible Officer such party possesses such information, as such Rating Agency shall reasonably request. (g) Notwithstanding any provision herein to the contrary each of the Owner Trustee has received written notice thereof)Master Servicer, the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) Special Servicer or the ServicerTrustee shall deliver to any Underwriter any report prepared by such party hereunder upon request.

Notices to Rating Agencies. (a) The Administrator, on behalf of the Issuer, Trustee shall give promptly provide notice to each Rating Agency and the Controlling Class Representative with respect to each of the following of which it has actual knowledge: (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase change or amendment to this Agreement, Schedule II of the Sale Agreement and Schedule I of the Indenture; ; (ii) the termination of, and/or appointment occurrence of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 any Event of the Servicing Agreement; Default that has not been cured; (iii) any waiver of a Servicer Replacement Event pursuant to Section 6.1(b) the merger, consolidation, resignation or termination of the Servicing Agreement; Trustee, the Fiscal Agent, the Master Servicer or the Special Servicer; (iv) the repurchase of Mortgage Loans by any amendment of the Mortgage Loan Seller pursuant to the Servicing Agreement pursuant to Section 8.1 of the Servicing Mortgage Loan Purchase Agreement; ; (v) any Officer’s Certificate delivered pursuant to Section 3.12 change in the location of the Indenture with respect to any Event of Default under Servicing Accounts, the Indenture; Interest Reserve Accounts, the Certificate Account, the Gain-on-Sale Reserve Account, the Companion Distribution Account or the Distribution Account; (vi) the final payment to any officer’s certificate Class of the Issuer delivered pursuant to Section 3.9 of the IndentureCertificateholders; and (vii) any sale or disposition of any Mortgage Loan or REO Property. (b) The Master Servicer shall promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge: (i) the resignation or removal of the Indenture Trustee or the Fiscal Agent; and (ii) any change in the location of the Certificate Account. (c) The Special Servicer shall furnish each Rating Agency and the Controlling Class Representative with respect to a non-performing or Defaulted Mortgage Loan such information as the Rating Agency or Controlling Class Representative shall reasonably request and which the Special Servicer can reasonably provide in accordance with applicable law. (d) To the extent applicable, each of the Master Servicer and the Special Servicer shall promptly furnish to each Rating Agency copies of the following items: (i) each of its annual statements as to compliance described in Section 3.13; (ii) each of its annual independent public accountants' servicing reports described in Section 3.14; (iii) any Officer's Certificate delivered to the Trustee pursuant to Section 6.8 4.03(c) or 3.08; and (iv) each of the Indenture; reports described in Section 3.12(a) and the statements and reports described in Sections 3.12(b), 3.12(c) and 3.12(d). (viiie) The Trustee shall (i) make available to each Rating Agency and the Controlling Class Representative, upon reasonable notice, the items described in Section 3.15(a) and (ii) promptly deliver to each Rating Agency and the Controlling Class Representative a copy of any merger or consolidation of the Indenture Trustee notices given pursuant to Section 6.9 7.03(a) or Section 7.03(b). (f) Each of the Indenture; (ix) any notice of Default pursuant to Section 6.5 of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xii) any amendment pursuant to Section 12 of this Agreement; and (xiii) any merger or consolidation of the Seller pursuant to Section 3.4 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof by the PurchaserTrustee, the Owner Trustee (Master Servicer and the Special Servicer shall provide to each Rating Agency such other information with respect to the Mortgage Loans and the Certificates, to the extent a Responsible Officer such party possesses such information, as such Rating Agency shall reasonably request. (g) Notwithstanding any provision herein to the contrary each of the Owner Trustee has received written notice thereof)Master Servicer, the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) Special Servicer or the ServicerTrustee shall deliver to any Underwriter any report prepared by such party hereunder upon request.

Notices to Rating Agencies. (a) The Administrator, on behalf of the Issuer, Trustee shall give promptly provide notice to each Rating Agency and the Controlling Class Representative with respect to each of the following of which it has actual knowledge: (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase change or amendment to this Agreement, Schedule II of the Sale Agreement and Schedule I of the Indenture; ; (ii) the occurrence of any Event of Default that has not been cured (iii) the merger, consolidation, resignation or termination of, and/or appointment of a successor tothe Trustee, the Master Servicer or the Special Servicer; (iv) the repurchase of Mortgage Loans by any of the Mortgage Loan Sellers pursuant to Sections 6.1 and 6.2 the applicable Mortgage Loan Purchase Agreement; (v) any change in the location of the Servicing AgreementAccounts, the Interest Reserve Accounts, the Certificate Account, the Gain-on-Sale Reserve Account, the Companion Distribution Account, or the Distribution Account; (vi) the final payment to any Class of Certificateholders; and (vii) any sale or disposition of any Mortgage Loan or REO Property. (b) The Master Servicer shall promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge: (i) the resignation or removal of the Trustee; and (ii) any change in the location of the Certificate Account. (c) The Special Servicer shall furnish each Rating Agency and the Controlling Class Representative with respect to a non-performing or Specially Serviced Mortgage Loan such information as the Rating Agency or Controlling Class Representative shall reasonably request and which the Special Servicer can reasonably provide in accordance with applicable law. (d) To the extent applicable, each of the Master Servicer, the Special Servicer and the Trustee shall promptly furnish, or cause to be furnished, to each Rating Agency copies of the following items: (i) each of the annual statements as to compliance described in Section 3.13; (ii) each of the annual independent public accountants’ servicing reports described in Section 3.14; (iii) any waiver of a Servicer Replacement Event pursuant to Section 6.1(b) of the Servicing Agreement; (iv) any amendment to the Servicing Agreement pursuant to Section 8.1 of the Servicing Agreement; (v) any Officer’s Certificate delivered pursuant to Section 3.12 of the Indenture with respect to any Event of Default under the Indenture; (vi) any officer’s certificate of the Issuer delivered pursuant to Section 3.9 of the Indenture; (vii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 4.03(c) or 3.08; and (iv) each of the Indenture; reports described in Section 3.12(a) and the statements and reports described in Sections 3.12(b), 3.12(c) and 3.12(d). (viiie) The Trustee shall (i) make available to each Rating Agency and the Controlling Class Representative, upon reasonable notice, the items described in Section 3.15(a) and (ii) promptly deliver to each Rating Agency and the Controlling Class Representative a copy of any merger or consolidation of the Indenture Trustee notices given pursuant to Section 6.9 7.03(a) or Section 7.03(b). (f) Each of the Indenture; (ix) any notice of Default pursuant to Section 6.5 of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xii) any amendment pursuant to Section 12 of this Agreement; and (xiii) any merger or consolidation of the Seller pursuant to Section 3.4 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof by the PurchaserTrustee, the Owner Trustee (Master Servicer and the Special Servicer shall provide to each Rating Agency such other information with respect to the Mortgage Loans and the Certificates, to the extent a Responsible Officer such party possesses such information, as such Rating Agency shall reasonably request. (g) Notwithstanding any provision herein to the contrary each of the Owner Trustee has received written notice thereof)Master Servicer, the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) Special Servicer or the ServicerTrustee shall deliver to any Underwriter any report prepared by such party hereunder upon request.

Notices to Rating Agencies. (a) The Administrator, on behalf of the Issuer, Trustee shall give promptly provide notice to each Rating Agency and the Controlling Class Representative (and, if affected thereby, any Non-Trust Noteholder) with respect to each of the following of which it has actual knowledge: (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase change or amendment to this Agreement, Schedule II of the Sale Agreement and Schedule I of the Indenture; ; (ii) the termination of, and/or appointment occurrence of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 any Event of the Servicing Agreement; Default that has not been cured; (iii) any waiver of a Servicer Replacement Event pursuant to Section 6.1(b) the resignation or termination of the Servicing Agreement; Trustee, the Master Servicer or the Special Servicer; (iv) the repurchase of Trust Mortgage Loans by any amendment of the Mortgage Loan Sellers pursuant to the Servicing Agreement pursuant to Section 8.1 of the Servicing applicable Mortgage Loan Purchase Agreement; ; (v) any Officer’s Certificate delivered pursuant to Section 3.12 change in the location of the Indenture with respect to any Event of Default under the Indenture; Distribution Account; (vi) the final payment to any officer’s certificate Class of the Issuer delivered pursuant to Section 3.9 of the IndentureCertificateholders; and (vii) any sale or disposition of any Trust Mortgage Loan or REO Property. (b) The Master Servicer shall promptly provide notice to each Rating Agency (and, if affected thereby, any Non-Trust Noteholder) with respect to each of the following of which it has actual knowledge: (i) the resignation or removal of the Indenture Trustee; and (ii) any change in the location of the Collection Account. (c) The Special Servicer shall furnish each Rating Agency and the Controlling Class Representative (and, with respect to a Loan Combination, the related Non-Trust Noteholder(s)) with respect to a Trust Specially Serviced Mortgage Loan such information as the Rating Agency or Controlling Class Representative (and, with respect to a Loan Combination, the related Non-Trust Noteholder(s)) shall reasonably request and which the Special Servicer can reasonably provide in accordance with applicable law. (d) To the extent applicable, each of the Master Servicer and the Special Servicer shall promptly furnish to each Rating Agency copies of the following items: (i) each of its annual statements as to compliance described in Section 3.13; (ii) each of its annual independent public accountants' servicing reports described in Section 3.14; and (iii) any Officer's Certificate delivered by it to the Trustee pursuant to Section 6.8 4.03(c) or 3.08. (e) The Trustee shall (i) make available to each Rating Agency and the Controlling Class Representative, upon reasonable notice, the items described in Section 3.15(a) and (ii) promptly deliver to each Rating Agency and the Controlling Class Representative a copy of the Indenture; (viii) any merger or consolidation of the Indenture Trustee notices given pursuant to Section 6.9 7.03(a) or Section 7.03(b). (f) Each of the Indenture; (ix) any notice of Default pursuant to Section 6.5 of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xii) any amendment pursuant to Section 12 of this Agreement; and (xiii) any merger or consolidation of the Seller pursuant to Section 3.4 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof by the PurchaserTrustee, the Owner Trustee (Master Servicer and the Special Servicer shall provide to each Rating Agency such other information with respect to the Trust Mortgage Loans and the Certificates, to the extent such party possesses such information, as such Rating Agency shall reasonably request. (g) The Master Servicer shall give each Rating Agency at least 15 days' notice prior to any reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account allocable to interest on the Trust Mortgage Loans unless (1) the Master Servicer determines in its sole discretion that waiting 15 days after such a Responsible Officer notice could jeopardize the Master Servicer's ability to recover Nonrecoverable Advances, (2) changed circumstances or new or different information becomes known to the Master Servicer that could affect or cause a determination of whether any Advance is a Nonrecoverable Advance, whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause (1) above, or (3) the Master Servicer has not timely received from the Trustee information requested by the Master Servicer to consider in determining whether to defer reimbursement of a Nonrecoverable Advance; provided that, if clause (1), (2) or (3) apply, the Master Servicer shall give each Rating Agency notice of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account allocable to interest on the Trust Mortgage Loans as soon as reasonably practicable in such circumstances. The Master Servicer shall have no liability for any loss, liability or expense resulting from any notice provided to any Rating Agency contemplated by the immediately preceding sentence. (h) Notwithstanding any provision herein to the contrary, each of the Owner Trustee has received written notice thereof)Master Servicer, the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) Special Servicer or the ServicerTrustee shall deliver to any Underwriter any report prepared by such party hereunder upon request.

Notices to Rating Agencies. The Administrator, on behalf of the Issuer, shall give notice to each Rating Agency of (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase Agreement, Schedule II III of the Sale Agreement and Schedule I of the Indenture; (ii) the termination of, and/or appointment of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 of the Servicing Agreement; (iii) any waiver of a Servicer Replacement Event pursuant to Section 6.1(b) of the Servicing Agreement; (iv) any amendment to Officer’s Certificate of the Servicing Agreement Issuer delivered pursuant to Section 8.1 3.9 of the Servicing AgreementIndenture; (v) any Officer’s Certificate delivered pursuant to Section 3.12 of the Indenture with respect to any Event of Default under the Indenture; (vi) any officer’s certificate notice of the Issuer delivered Default pursuant to Section 3.9 6.5 of the Indenture; (vii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (viii) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (ix) any notice of Default pursuant to Section 6.5 of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xix) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xiixi) any amendment pursuant to Section 12 13 of this Agreement; and (xiiixii) any merger or consolidation of the Seller pursuant to Section 3.4 3.3 of the Sale Agreement, in the case of each of (i) through (xii), which notice shall be given promptly upon the Administrator being notified thereof by the PurchaserDepositor, the Owner Trustee (to the extent a Responsible Officer of the Owner Trustee has received written notice thereof)Trustee, the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) or the Servicer.

Notices to Rating Agencies. The Administrator, on behalf of the Issuer, shall give notice Administrative Agent will deliver to each Rating Agency notice (which notice shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase Agreement, Schedule II of the Sale Agreement and Schedule I Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) the termination of, and/or appointment any breach of a successor to, the Servicer perfection representations pursuant to Sections 6.1 and 6.2 Section 3.18(c) of the Servicing AgreementIndenture; (iii) any waiver declaration that the principal of a Servicer Replacement Event the Notes has been accelerated pursuant to Section 6.1(b) 5.02 of the Servicing AgreementIndenture; (iv) any amendment to the Servicing Agreement Indenture Default of which it has been provided notice pursuant to Section 8.1 of the Servicing Agreement; (v) any Officer’s Certificate delivered pursuant to Section 3.12 of the Indenture with respect to any Event of Default under the Indenture; (vi) any officer’s certificate of the Issuer delivered pursuant to Section 3.9 6.05 of the Indenture; (vii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (viiiv) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 6.09 of the Indenture; (ixvi) any notice of Default unaudited report it has been provided pursuant to Section 6.5 8.04(f) of the Indenture; (xvii) any supplemental indenture pursuant to Sections 9.1 or 9.2 final payment of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer Trust Certificates pursuant to Section 5.3 9.01(c) of the Servicing Trust Agreement; (xiiviii) any amendment resignation of the Owner Trustee of which it has been provided notice pursuant to Section 12 10.02 of this the Trust Agreement; and (xiiiix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Seller Owner Trustee pursuant to Section 3.4 10.04 of the Sale Trust Agreement, ; and (xi) any Servicer Default of which it has been provided notice shall be given promptly upon the Administrator being notified thereof by the Purchaser, the Owner Trustee (pursuant to the extent a Responsible Officer Section 8.12(c) of the Owner Trustee has received written notice thereof), the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) or the Servicer20[•]-[•] Servicing Supplement.

Notices to Rating Agencies. (a) The Administrator, on behalf of the Issuer, Trustee shall give promptly provide notice to each Rating Agency and the Controlling Class Representative with respect to each of the following of which it has actual knowledge: (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase change or amendment to this Agreement, Schedule II of the Sale Agreement and Schedule I of the Indenture; ; (ii) the termination of, and/or appointment occurrence of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 any Event of the Servicing Agreement; Default that has not been cured; (iii) any waiver of a Servicer Replacement Event pursuant to Section 6.1(b) the merger, consolidation, resignation or termination of the Servicing Agreement; Trustee, the Fiscal Agent, the Master Servicer or the Special Servicer; (iv) the repurchase of Mortgage Loans by any amendment of the Mortgage Loan Sellers pursuant to the Servicing Agreement pursuant to Section 8.1 of the Servicing applicable Mortgage Loan Purchase Agreement; ; (v) any Officer’s Certificate delivered pursuant to Section 3.12 change in the location of the Indenture with respect to any Event of Default under Servicing Accounts, the Indenture; Interest Reserve Accounts, the Certificate Account, the Class A-3SF Floating Rate Account, the Class A-MFL Floating Rate Account, the Gain-on-Sale Reserve Account, the Companion Distribution Account or the Distribution Account; (vi) the final payment to any officer’s certificate Class of the Issuer delivered pursuant to Section 3.9 of the IndentureCertificateholders; and (vii) any sale or disposition of any Mortgage Loan or REO Property. (b) The Master Servicer shall promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge: (i) the resignation or removal of the Indenture Trustee or the Fiscal Agent; and (ii) any change in the location of the Certificate Account. (c) The Special Servicer shall furnish each Rating Agency and the Controlling Class Representative with respect to a non-performing or Defaulted Mortgage Loan such information as the Rating Agency or Controlling Class Representative shall reasonably request and which the Special Servicer can reasonably provide in accordance with applicable law. (d) To the extent applicable, each of the Master Servicer and the Special Servicer shall promptly furnish to each Rating Agency copies of the following items: (i) each of its annual statements as to compliance described in Section 3.13; (ii) each of its annual independent public accountants' servicing reports described in Section 3.14; (iii) any Officer's Certificate delivered to the Trustee pursuant to Section 6.8 4.03(c) or 3.08; and (iv) each of the Indenture; reports described in Section 3.12(a) and the statements and reports described in Sections 3.12(b), 3.12(c) and 3.12(d). (viiie) The Trustee shall (i) make available to each Rating Agency and the Controlling Class Representative, upon reasonable notice, the items described in Section 3.15(a) and (ii) promptly deliver to each Rating Agency and the Controlling Class Representative a copy of any merger or consolidation of the Indenture Trustee notices given pursuant to Section 6.9 7.03(a) or Section 7.03(b). (f) Each of the Indenture; (ix) any notice of Default pursuant to Section 6.5 of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xii) any amendment pursuant to Section 12 of this Agreement; and (xiii) any merger or consolidation of the Seller pursuant to Section 3.4 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof by the PurchaserTrustee, the Owner Trustee (Master Servicer and the Special Servicer shall provide to each Rating Agency such other information with respect to the Mortgage Loans and the Certificates, to the extent a Responsible Officer such party possesses such information, as such Rating Agency shall reasonably request. (g) Notwithstanding any provision herein to the contrary each of the Owner Trustee has received written notice thereof)Master Servicer, the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) Special Servicer or the ServicerTrustee shall deliver to any Underwriter any report prepared by such party hereunder upon request.

Notices to Rating Agencies. The Administrator, on behalf of the Issuer, shall give notice to each Rating Agency of (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I II of the Purchase Agreement, Schedule II of the Receivables Sale Agreement, Schedule III of the Sale Agreement and Schedule I of the Indenture; (ii) the termination of, and/or appointment of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 of the Servicing Agreement; (iii) any waiver of a Servicer Replacement Event pursuant to Section 6.1(b) of the Servicing Agreement; (iv) any amendment to the Servicing Agreement pursuant to Section 8.1 of the Servicing Agreement; (v) any Officer’s Certificate delivered pursuant to Section 3.12 of the Indenture with respect to any Event of Default under the Indenture; (vi) any officer’s certificate of the Issuer delivered pursuant to Section 3.9 of the Indenture; (vii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (viii) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (ix) any notice of Default pursuant to Section 6.5 of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xii) any amendment pursuant to Section 12 13 of this Agreement; and which notice shall be given; (xiii) any merger or consolidation of the Seller pursuant to Section 3.4 3.3 of the Sale Agreement, which notice shall be given in the case of each of (i) through (xiii), promptly upon the Administrator being notified thereof by the PurchaserDepositor, the Owner Trustee (to the extent a Responsible Officer of the Owner Trustee has received written notice thereof)Trustee, the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) or the Servicer.

Notices to Rating Agencies. (a) The Administrator, on behalf of the Issuer, Trustee shall give promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge: (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase change or amendment to this Agreement, Schedule II of the Sale Agreement and Schedule I of the Indenture; ; (ii) the termination of, and/or appointment occurrence of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 any Event of the Servicing Agreement; Default that has not been cured; (iii) any waiver the resignation or termination of a the Master Servicer Replacement Event or the Special Servicer; (iv) the repurchase of Mortgage Loans by the applicable Mortgage Loan Seller pursuant to Section 6.1(b) of the Servicing Agreement; (iv) any amendment to the Servicing Agreement pursuant to Section 8.1 of the Servicing Agreement; 2.03; (v) any Officer’s Certificate delivered pursuant to Section 3.12 change in the location of the Indenture with respect to any Event of Default under Distribution Account, the Indenture; Interest Reserve Account or the Excess Liquidation Proceeds Account; (vi) the final payment to any officer’s certificate Class of the Issuer delivered pursuant to Section 3.9 of the IndentureCertificateholders; and (vii) any sale or disposition of any Mortgage Loan or REO Property. (b) The Master Servicer shall promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge: (i) the resignation or removal of the Indenture Trustee; and (ii) any change in the location of any Custodial Account. (c) The Special Servicer shall furnish each Rating Agency with respect to a Specially Serviced Mortgage Loan such information as the Rating Agency shall reasonably request and which the Special Servicer can reasonably provide in accordance with applicable law, with copies to the Trustee. (i) To the extent applicable, each of the Master Servicer and the Special Servicer shall promptly furnish to each Rating Agency copies of any Officer's Certificate delivered by it to the Trustee pursuant to Section 6.8 3.12(d) or 4.03(c). (d) The Trustee shall (i) make available to each Rating Agency, upon reasonable notice, the items described in Section 8.14(b) and (ii) promptly deliver to each Rating Agency a copy of the Indenture; (viii) any merger or consolidation of the Indenture Trustee notices given pursuant to Section 6.9 7.03(a) or Section 7.03(b). (e) The Trustee shall promptly deliver to each Rating Agency a copy of each of the Indenture; statements and reports described in Section 4.02(a) that is prepared by it. (ixf) any notice of Default pursuant to Section 6.5 Each of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xii) any amendment pursuant to Section 12 of this Agreement; and (xiii) any merger or consolidation of the Seller pursuant to Section 3.4 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof by the PurchaserTrustee, the Owner Trustee (Master Servicer and the Special Servicer shall provide to each Rating Agency such other information with respect to the Mortgage Loans and the Certificates, to the extent a Responsible Officer of the Owner Trustee has received written notice thereof)such party possesses such information, the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) or the Serviceras such Rating Agency shall reasonably request.

Notices to Rating Agencies. (a) The Administrator, on behalf of the Issuer, Trustee shall give use reasonable efforts promptly to provide notice to each Rating Agency with respect to each of the following of which a Responsible Officer of the Trustee has actual knowledge: (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase change or amendment to this Agreement, Schedule II of the Sale Agreement and Schedule I of the Indenture; ; (ii) the termination of, and/or appointment occurrence of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 any Event of the Servicing Agreement; Default that has not been cured; (iii) any waiver of a Servicer Replacement Event pursuant to Section 6.1(b) the resignation or termination of the Servicing Agreement; Master Servicer or the Special Servicer; (iv) any amendment to change in the Servicing Agreement location of the Distribution Account, the Excess Interest Distribution Account, the Excess Liquidation Proceeds Account or the Interest Reserve Account; (v) the repurchase of Trust Mortgage Loans by or on behalf of any Mortgage Loan Seller pursuant to Section 8.1 7 of the Servicing AgreementMortgage Loan Purchase Agreement or the Performance Guarantee; and (vvi) the final payment to any Officer’s Certificate delivered pursuant Class of Certificateholders. (b) The Master Servicer shall use reasonable efforts promptly to Section 3.12 of the Indenture provide notice to each Rating Agency with respect to any Event of Default under the Indenture; (vi) any officer’s certificate each of the Issuer delivered pursuant to Section 3.9 following of which it has actual knowledge: (i) the Indenture; (vii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 Trustee; and (ii) any change in the location of the Indenture; Collection Account or any Mortgage Loan Combination Custodial Account. (viiic) any merger or consolidation Each of the Indenture Trustee pursuant Master Servicer and the Special Servicer shall promptly furnish to Section 6.9 each Rating Agency copies of the Indenture; following: (ixi) any notice of Default pursuant to Section 6.5 all reports and other items for Trust Mortgage Loans delivered by each of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xi) any notice of merger, consolidation or succession of the Master Servicer and Special Servicer pursuant to Section 5.3 of 3.12 (to the Servicing Agreement; extent requested by such Rating Agency); (xiiii) any amendment each waiver and consent provided pursuant to Section 12 3.08 for Trust Mortgage Loans that, in each case, represent 2% or more of this Agreement; and the aggregate principal balance of the Mortgage Pool; (xiiiiii) any merger or consolidation of the Seller pursuant to Section 3.4 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof officers' certificates delivered by the Purchaser, Master Servicer and the Owner Special Servicer to the Trustee (to the extent a Responsible Officer of the Owner Trustee has received written notice thereofrequested by such Rating Agency), the Indenture Trustee ; (iv) all site inspections (to the extent a Responsible Officer requested by such Rating Agency); (v) all operating statements (to the extent requested by such Rating Agency); (vi) all rent rolls and sales reports to the extent provided by the Borrowers and requested by such Rating Agency; (vii) any proposed no downgrade request; (viii) any extension or modification of the Indenture Maturity Date of any Trust Mortgage Loan; (ix) any modification, waiver or amendment of any material term of any Trust Mortgage Loan with a Stated Principal Balance in excess of $5,000,000; and (x) any other document that shall be reasonably requested by any Rating Agency. (d) The Trustee has received written notice or has actual knowledge thereof) or shall promptly after each Distribution Date make available to each Rating Agency a copy of the Servicerrelated Trustee Report.

Notices to Rating Agencies. (a) The Administrator, on behalf of the Issuer, Trustee shall give promptly provide notice to each Rating Agency and the Controlling Class Representative with respect to each of the following of which it has actual knowledge: (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase change or amendment to this Agreement, Schedule II of the Sale Agreement and Schedule I of the Indenture; ; (ii) the occurrence of any Event of Default that has not been cured; (iii) the merger, consolidation, resignation or termination of, and/or appointment of a successor tothe Trustee, the Master Servicer or the Special Servicer; (iv) the repurchase of Mortgage Loans by any of the Mortgage Loan Sellers pursuant to Sections 6.1 and 6.2 the applicable Mortgage Loan Purchase Agreement; (v) any change in the location of the Servicing AgreementAccounts, the Interest Reserve Accounts, the Certificate Account, the Gain-on-Sale Reserve Account, the Companion Distribution Account or the Distribution Account; (vi) the final payment to any Class of Certificateholders; and (vii) any sale or disposition of any Mortgage Loan or REO Property. (b) The Master Servicer shall promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge: (i) the resignation or removal of the Trustee; and (ii) any change in the location of the Certificate Account. (c) The Special Servicer shall furnish each Rating Agency and the Controlling Class Representative with respect to a non-performing or Defaulted Mortgage Loan such information as the Rating Agency or Controlling Class Representative shall reasonably request and which the Special Servicer can reasonably provide in accordance with applicable law. (d) To the extent applicable, each of the Master Servicer, the Special Servicer and the Trustee shall promptly furnish, or cause to be furnished, to each Rating Agency copies of the following items: (i) each of the annual statements as to compliance described in Section 3.13; (ii) each of the annual independent public accountants’ servicing reports described in Section 3.14; (iii) any waiver of a Servicer Replacement Event pursuant to Section 6.1(b) of the Servicing Agreement; (iv) any amendment to the Servicing Agreement pursuant to Section 8.1 of the Servicing Agreement; (v) any Officer’s Certificate delivered pursuant to Section 3.12 of the Indenture with respect to any Event of Default under the Indenture; (vi) any officer’s certificate of the Issuer delivered pursuant to Section 3.9 of the Indenture; (vii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 4.03(c) or 3.08; and (iv) each of the Indenture; reports described in Section 3.12(a) and the statements and reports described in Sections 3.12(b), 3.12(c) and 3.12(d). (viiie) The Trustee shall (i) make available to each Rating Agency and the Controlling Class Representative, upon reasonable notice, the items described in Section 3.15(a) and (ii) promptly deliver to each Rating Agency and the Controlling Class Representative a copy of any merger or consolidation of the Indenture Trustee notices given pursuant to Section 6.9 7.03(a) or Section 7.03(b). (f) Each of the Indenture; (ix) any notice of Default pursuant to Section 6.5 of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xii) any amendment pursuant to Section 12 of this Agreement; and (xiii) any merger or consolidation of the Seller pursuant to Section 3.4 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof by the PurchaserTrustee, the Owner Trustee (Master Servicer and the Special Servicer shall provide to each Rating Agency such other information with respect to the Mortgage Loans and the Certificates, to the extent a Responsible Officer such party possesses such information, as such Rating Agency shall reasonably request. (g) Notwithstanding any provision herein to the contrary each of the Owner Trustee has received written notice thereof)Master Servicer, the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) Special Servicer or the ServicerTrustee shall deliver to any Underwriter any report prepared by such party hereunder upon request.

Notices to Rating Agencies. The Administrator, on behalf of the Issuer, shall give notice to each Rating Agency of (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase Agreement, Schedule II Exhibit C of the Sale Agreement and Schedule I of the Indenture; (ii) the termination of, and/or appointment of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 of the Servicing Agreement; (iii) any waiver of a Servicer Replacement Event pursuant to Section 6.1(b) of the Servicing Agreement; (iv) any amendment to Officer’s Certificate of the Servicing Agreement Issuer delivered pursuant to Section 8.1 3.9 of the Servicing AgreementIndenture; (v) any Officer’s Certificate delivered pursuant to Section 3.12 of the Indenture with respect to any Event of Default under the Indenture; (vi) any officer’s certificate notice of the Issuer delivered Default pursuant to Section 3.9 6.5 of the Indenture; (vii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (viii) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (ix) any notice of Default pursuant to Section 6.5 of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xix) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xiixi) any amendment pursuant to Section 12 13 of this Agreement; and (xiiixii) any merger or consolidation of the Seller pursuant to Section 3.4 3.3 of the Sale Agreement, in the case of each of (i) through (xii), which notice shall be given promptly upon the Administrator being notified thereof by the PurchaserDepositor, the Owner Trustee (to the extent a Responsible Officer of the Owner Trustee has received written notice thereof)Trustee, the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) or the Servicer.

Notices to Rating Agencies. (a) The Administrator, on behalf of the Issuer, Trustee shall give promptly provide notice to each Rating Agency and the Controlling Class Representative with respect to each of the following of which it has actual knowledge: (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase change or amendment to this Agreement, Schedule II of the Sale Agreement and Schedule I of the Indenture; ; (ii) the termination of, and/or appointment occurrence of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 any Event of the Servicing Agreement; Default that has not been cured; (iii) any waiver of a Servicer Replacement Event pursuant to Section 6.1(b) the merger, consolidation, resignation or termination of the Servicing Agreement; Trustee, the Master Servicer or the Special Servicer; (iv) the repurchase of Mortgage Loans by any amendment of the Mortgage Loan Sellers pursuant to the Servicing Agreement pursuant to Section 8.1 of the Servicing applicable Mortgage Loan Purchase Agreement; ; (v) any Officer’s Certificate delivered pursuant to Section 3.12 change in the location of the Indenture with respect to any Event of Default under Servicing Accounts, the Indenture; Interest Reserve Accounts, the Certificate Account, the Interest Shortfall Account, the Gain-on-Sale Reserve Account, the Companion Distribution Account or the Distribution Account; (vi) the final payment to any officer’s certificate Class of the Issuer delivered pursuant to Section 3.9 of the IndentureCertificateholders; and (vii) any sale or disposition of any Mortgage Loan or REO Property. (b) The Master Servicer shall promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge: (i) the resignation or removal of the Indenture Trustee; and (ii) any change in the location of the Certificate Account. (c) The Special Servicer shall furnish each Rating Agency and the Controlling Class Representative with respect to a non-performing or Defaulted Mortgage Loan such information as the Rating Agency or Controlling Class Representative shall reasonably request and which the Special Servicer can reasonably provide in accordance with applicable law. (d) To the extent applicable, each of the Master Servicer and the Special Servicer shall promptly furnish to each Rating Agency copies of the following items: (i) each of its annual statements as to compliance described in Section 3.13; (ii) each of its annual independent public accountants' servicing reports described in Section 3.14; (iii) any Officer's Certificate delivered to the Trustee pursuant to Section 6.8 4.03(c) or 3.08; and (iv) each of the Indenture; reports described in Section 3.12(a) and the statements and reports described in Sections 3.12(b), 3.12(c) and 3.12(d). (viiie) The Trustee shall (i) make available to each Rating Agency and the Controlling Class Representative, upon reasonable notice, the items described in Section 3.15(a) and (ii) promptly deliver to each Rating Agency and the Controlling Class Representative a copy of any merger or consolidation of the Indenture Trustee notices given pursuant to Section 6.9 7.03(a) or Section 7.03(b). (f) Each of the Indenture; (ix) any notice of Default pursuant to Section 6.5 of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xii) any amendment pursuant to Section 12 of this Agreement; and (xiii) any merger or consolidation of the Seller pursuant to Section 3.4 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof by the PurchaserTrustee, the Owner Trustee (Master Servicer and the Special Servicer shall provide to each Rating Agency such other information with respect to the Mortgage Loans and the Certificates, to the extent a Responsible Officer such party possesses such information, as such Rating Agency shall reasonably request. (g) Notwithstanding any provision herein to the contrary each of the Owner Trustee has received written notice thereof)Master Servicer, the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) Special Servicer or the ServicerTrustee shall deliver to any Underwriter any report prepared by such party hereunder upon request.

Notices to Rating Agencies. (a) The Administrator, on behalf of the Issuer, Trustee shall give promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge: (i) any material breach of the perfection representations, warranties and covenants contained in Schedule I of the Purchase change or amendment to this Agreement, Schedule II of the Sale Agreement and Schedule I of the Indenture; ; (ii) the termination of, and/or appointment occurrence of a successor to, the Servicer pursuant to Sections 6.1 and 6.2 any Event of the Servicing Agreement; Default that has not been cured; (iii) any waiver the resignation or termination of a the Master Servicer Replacement Event or the Special Servicer; (iv) the repurchase of Mortgage Loans by the applicable Mortgage Loan Seller pursuant to Section 6.1(b) of the Servicing Agreement; (iv) any amendment to the Servicing Agreement pursuant to Section 8.1 of the Servicing Agreement; 2.03; (v) any Officer’s Certificate delivered pursuant to Section 3.12 change in the location of the Indenture with respect to any Event of Default under Distribution Account, the Indenture; Interest Reserve Account or the Excess Liquidation Proceeds Account; (vi) the final payment to any officer’s certificate Class of the Issuer delivered pursuant to Section 3.9 of the IndentureCertificateholders; and (vii) any sale or disposition of any Mortgage Loan or REO Property. (b) The Master Servicer shall promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge: (i) the resignation or removal of the Indenture Trustee; and (ii) any change in the location of any Custodial Account. (c) The Special Servicer shall furnish each Rating Agency with respect to a Specially Serviced Loan such information as the Rating Agency shall reasonably request and which the Special Servicer can reasonably provide in accordance with applicable law, with copies to the Trustee. (d) To the extent applicable, each of the Master Servicer and the Special Servicer shall promptly furnish to each Rating Agency copies of the following items: (i) each of its annual statements as to compliance described in Section 11.09 and Section 11.10; (ii) each of its annual independent public accountants' servicing reports described in Section 11.11; and (iii) any Officer's Certificate delivered by it to the Trustee pursuant to Section 6.8 3.12(d), 4.03(c) or 4.03A(c). (e) The Trustee shall (i) make available to each Rating Agency, upon reasonable notice, the items described in Section 8.14(b) and (ii) promptly deliver to each Rating Agency a copy of the Indenture; (viii) any merger or consolidation of the Indenture Trustee notices given pursuant to Section 6.9 7.03(a) or Section 7.03(b). (f) The Trustee shall promptly deliver to each Rating Agency a copy of each of the Indenture; statements and reports described in Section 4.02(a) that is prepared by it. (ixg) any notice of Default pursuant to Section 6.5 Each of the Indenture; (x) any supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture; (xi) any notice of merger, consolidation or succession of the Servicer pursuant to Section 5.3 of the Servicing Agreement; (xii) any amendment pursuant to Section 12 of this Agreement; and (xiii) any merger or consolidation of the Seller pursuant to Section 3.4 of the Sale Agreement, which notice shall be given promptly upon the Administrator being notified thereof by the PurchaserTrustee, the Owner Trustee (Master Servicer and the Special Servicer shall provide to each Rating Agency such other information with respect to the Mortgage Loans and the Certificates, to the extent a Responsible Officer of the Owner Trustee has received written notice thereof)such party possesses such information, the Indenture Trustee (to the extent a Responsible Officer of the Indenture Trustee has received written notice or has actual knowledge thereof) or the Serviceras such Rating Agency shall reasonably request.