Common use of Rating Agency Communications Clause in Contracts

Rating Agency Communications. (a) Notwithstanding anything to the contrary contained in this Agreement, the Primary Servicer shall not provide any information relevant to the Rating Agencies’ or any NRSRO’s surveillance of the Certificates or the Mortgage Loans directly to, or communicate with, either orally or in writing, any Rating Agency or NRSRO regarding the Certificates or the Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency or NRSRO regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s or NRSRO’s surveillance of the Certificates. To the extent that the Master Servicer is required to provide any information to, or communicate with, a Rating Agency or an NRSRO in accordance with its obligations under the Pooling and Servicing Agreement and such information or communication is regarding the Mortgage Loans or the Primary Servicing by the Primary Servicer under this Agreement, the Primary Servicer shall provide to the Master Servicer the information necessary for the Master Servicer to fulfill such obligations. The Primary Servicer shall have no liability with regard to the Master Servicer’s failure to provide to the Depositor or any other party (including the Rating Agency) any information that the Primary Servicer timely delivered to the Master Servicer in accordance with this Agreement. The Primary Servicer shall promptly report any request made by any Rating Agency or NRSRO to the Master Servicer. In addition, to the extent that the Primary Servicer shall become aware of any matter that would be governed by Section 5.7 of the Pooling and Servicing Agreement as it relates to the Mortgage Loans, the Primary Servicer shall promptly notify the Master Servicer. Subject to the provisions of the Pooling and Servicing Agreement, the Primary Servicer shall use reasonable efforts to cooperate with the Master Servicer in responding to inquiries from NRSROs and compliance with Sections 1.7 and 5.7 of the Pooling and Servicing Agreement. (b) None of the foregoing restrictions in this Section 3.09 prohibit or restrict oral or written communications, or providing information, between the Primary Servicer and any Rating Agency or NRSRO with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to the Primary Servicer, (ii) such Rating Agency’s or NRSRO’s approval of the Primary Servicer as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s or NRSRO’s evaluation of the Primary Servicer’s servicing operations in general; provided, however, that the Primary Servicer shall not provide any information relating to the Certificates or the Mortgage Loans to a Rating Agency or a NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) borrower, property or deal specific identifiers are redacted; or (y) the Master Servicer confirms to the Primary Servicer in writing that such information has already been provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information Provider’s Website.

Rating Agency Communications. (a) Notwithstanding anything to the contrary contained in this Agreement, the The Primary Servicer shall not provide any information relevant to the Rating Agencies’ or any NRSRO’s surveillance of the Certificates or the Mortgage Loans directly to, or communicate with, either orally or in writing, any Rating Agency or any NRSRO regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s or NRSRO's surveillance of the Certificates or Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency or NRSRO regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s or NRSRO’s 's surveillance of the CertificatesCertificates and requests for Rating Agency Confirmation. All such information will be provided by, and all such communications, responses and requests will be made by, the Master Servicer in accordance with the procedures required by the PSA. To the extent that the Master Servicer is required to provide any information to, or communicate with, a any Rating Agency or an NRSRO in accordance with its obligations under the Pooling and Servicing Agreement PSA and such information or communication is regarding the Mortgage Loans or the Primary Servicing primary servicing by the Primary Servicer under this Agreement, the Primary Servicer shall provide the information to the Master Servicer the information necessary for the Master Servicer to fulfill such obligations. The Primary Servicer shall have no liability with regard to the Master Servicer’s 's failure to provide to the Depositor or any other party (including the Rating Agency) any information that the Primary Servicer timely delivered to information, reports and certificates the Master Servicer in accordance with this Agreement. The Primary Servicer shall promptly report any request made by any Rating Agency or NRSRO is required to delivery under the Master Servicer. In addition, to PSA unless such failure is the extent that result of the Primary Servicer shall become aware of any matter that would be governed by Section 5.7 of the Pooling and Servicing Agreement as it relates Servicer's failure to the Mortgage Loans, the Primary Servicer shall promptly notify the Master Servicermeet its obligations hereunder. Subject to the provisions of the Pooling and Servicing Agreement, the Primary Servicer shall use reasonable efforts to cooperate with the Master Servicer in responding to inquiries from NRSROs and compliance with Sections 1.7 and 5.7 of the Pooling and Servicing Agreement. (b) None of the foregoing restrictions in this Section 3.09 Agreement shall prohibit or restrict oral or written communications, or providing information, between the Primary Servicer Servicer, on the one hand, and any Rating Agency or NRSRO NRSRO, on the other hand, with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to the Primary Servicer, (ii) such Rating Agency’s or NRSRO’s approval of the Primary Servicer as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s 's or NRSRO’s evaluation of the Primary Servicer’s 's servicing operations in general; provided, however, that the Primary Servicer shall not provide any information relating to the Certificates or the Mortgage Loans to a any Rating Agency or a NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) borrowerMortgagor, property or and other deal specific identifiers are redacted; or (y) the Master Servicer confirms to the Primary Servicer in writing that such information has already been provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information Provider's Website; or (z) the Rating Agency confirms in writing that it does not intend to use such information in undertaking credit rating surveillance with respect to the Certificates; provided, however, that the Rating Agencies may use information delivered in reliance on the certification provided in this clause (z) for any purpose to the extent it is publicly available (unless the availability results from a breach of this Agreement, the PSA or any other confidentiality agreement to which such rating agency is subject) or comprised of information collected by the applicable Rating Agency from the 17g-5 Information Provider’s WebsiteWebsite (or another 17g-5 information provider’s website such Rating Agency has access to) (in each case, subject to any agreement governing the use of such information, including any engagement letter with the Depositor or any other applicable depositor) other than pursuant to Section 3.13(j) of the PSA or this Section 8.01(a). (b) The Primary Servicer hereby expressly agrees to indemnify and hold harmless the Master Servicer and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an "Indemnified Party"), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses), joint or several, to which any such Indemnified Party may become subject, under the Securities Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses) arise out of or are based upon the Primary Servicer’s breach of this Section 8.01 (including, without limitation, a determination by a Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), but solely to the extent such determination is caused by a breach of this Section 8.01 by the Primary Servicer), and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred.

Rating Agency Communications. (a) Notwithstanding anything to Except as required by the contrary contained in this AgreementPSA or by law, the Primary Servicer Subservicer shall not provide any information relevant to the Rating Agencies’ or any NRSRO’s surveillance of the Certificates or the Mortgage Loans directly to, or communicate with, either orally or in writing, any Rating Agency or any NRSRO regarding the Certificates or the Mortgage LoansLoan relevant to such Rating Agency’s or NRSRO’s surveillance of the Certificates or Mortgage Loan, including, but not limited to, providing responses to inquiries from a Rating Agency or NRSRO regarding the Certificates or the Mortgage Loans Loan relevant to such Rating Agency’s or NRSRO’s surveillance of the CertificatesCertificates and requests for Rating Agency Confirmation. All such information will be provided by, and all such communications, responses and requests will be made by, the Master Servicer in accordance with the procedures required by the PSA. To the extent that the Master Servicer is required to provide any information to, or communicate with, a any Rating Agency or an NRSRO in accordance with its obligations under the Pooling and Servicing Agreement PSA and such information or communication is regarding the Mortgage Loans Loan or the Primary Servicing subservicing by the Primary Servicer Subservicer under this Agreement, the Primary Servicer Subservicer shall provide the information to the Master Servicer the information necessary for the Master Servicer to fulfill such obligations. The Primary Servicer shall have no liability with regard to the Master Servicer’s failure to provide to the Depositor or any other party (including the Rating Agency) any information that the Primary Servicer timely delivered to the Master Servicer in accordance with this Agreement. The Primary Servicer shall promptly report any request made by any Rating Agency or NRSRO to the Master Servicer. In addition, to the extent that the Primary Servicer shall become aware of any matter that would be governed by Section 5.7 of the Pooling and Servicing Agreement as it relates to the Mortgage Loans, the Primary Servicer shall promptly notify the Master Servicer. Subject to the provisions of the Pooling and Servicing Agreement, the Primary Servicer shall use reasonable efforts to cooperate with the Master Servicer in responding to inquiries from NRSROs and compliance with Sections 1.7 and 5.7 of the Pooling and Servicing Agreement. (b) None of the foregoing restrictions in this Section 3.09 Agreement shall prohibit or restrict oral or written communications, or providing information, between the Primary Servicer Subservicer, on the one hand, and any Rating Agency or NRSRO NRSRO, on the other hand, with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to the Primary ServicerSubservicer, (ii) such Rating Agency’s or NRSRO’s approval of the Primary Servicer Subservicer as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s or NRSRO’s evaluation of the Primary ServicerSubservicer’s servicing operations in general; provided, however, that the Primary Servicer Subservicer shall not provide any information relating to the Certificates or the Mortgage Loans Loan to a any Rating Agency or a NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) borrower, property or deal specific identifiers are redacted; or (y) the Master Servicer confirms to the Primary Servicer in writing that such information has already been provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information Provider’s Website.XXXXX

Rating Agency Communications. (a) Notwithstanding anything to the contrary contained in this Agreement, the The Primary Servicer shall not provide any information relevant to the Rating Agencies’ or any NRSRO’s surveillance of the Certificates or the Mortgage Loans directly to, or communicate with, either orally or in writing, any Rating Agency or any NRSRO regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s or NRSRO’s surveillance of the Certificates or Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency or NRSRO regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s or NRSRO’s surveillance of the CertificatesCertificates and requests for Rating Agency Confirmation. All such information will be provided by, and all such communications, responses and requests will be made by, the Master Servicer in accordance with the procedures required by the PSA. To the extent that the Master Servicer is required to provide any information to, or communicate with, a any Rating Agency or an NRSRO in accordance with its obligations under the Pooling and Servicing Agreement PSA and such information or communication is regarding the Mortgage Loans or the Primary Servicing subservicing by the Primary Servicer under this Agreement, the Primary Servicer shall provide the information to the Master Servicer the information necessary for the Master Servicer to fulfill such obligations. The Primary Servicer shall have no liability with regard to the Master Servicer’s failure to provide to the Depositor or any other party (including the Rating Agency) any information that the Primary Servicer timely delivered to information, reports and certificates the Master Servicer in accordance with this Agreement. The Primary Servicer shall promptly report any request made by any Rating Agency or NRSRO is required to delivery under the Master Servicer. In addition, to PSA unless such failure is the extent that result of the Primary Servicer shall become aware of any matter that would be governed by Section 5.7 of the Pooling and Servicing Agreement as it relates Servicer’s failure to the Mortgage Loans, the Primary Servicer shall promptly notify the Master Servicermeet its obligations hereunder. Subject to the provisions of the Pooling and Servicing Agreement, the Primary Servicer shall use reasonable efforts to cooperate with the Master Servicer in responding to inquiries from NRSROs and compliance with Sections 1.7 and 5.7 of the Pooling and Servicing Agreement. (b) None of the foregoing restrictions in this Section 3.09 Agreement shall prohibit or restrict oral or written communications, or providing information, between the Primary Servicer Servicer, on the one hand, and any Rating Agency or NRSRO NRSRO, on the other hand, with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to the Primary Servicer, (ii) such Rating Agency’s or NRSRO’s approval of the Primary Servicer as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s or NRSRO’s evaluation of the Primary Servicer’s servicing operations in general; provided, however, that the Primary Servicer shall not provide any information relating to the Certificates or the Mortgage Loans to a any Rating Agency or a NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) borrowerMortgagor, property or and other deal specific identifiers are redacted; or (y) the Master Servicer confirms to the Primary Servicer in writing that such information has already been provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information Provider’s Website. (b) The Primary Servicer hereby expressly agrees to indemnify and hold harmless the Master Servicer and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses), joint or several, to which any such Indemnified Party may become subject, under the Securities Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses) arise out of or are based upon the Primary Servicer’s breach of this Section 8.01 (including, without limitation, a determination by a Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), but solely to the extent such determination is caused by a breach of this Section 8.01 by the Primary Servicer), and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred.

Rating Agency Communications. (a) Notwithstanding anything to the contrary contained in this Agreement, the The Primary Servicer shall not provide any information relevant to the Rating Agencies’ or any NRSRO’s surveillance of the Certificates or the Mortgage Loans directly to, or communicate with, either orally or in writing, any Rating Agency or any NRSRO regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s or NRSRO's surveillance of the Certificates or Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency or NRSRO regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s or NRSRO’s 's surveillance of the CertificatesCertificates and requests for Rating Agency Confirmation. All such information will be provided by, and all such communications, responses and requests will be made by, the Master Servicer in accordance with the procedures required by the PSA. To the extent that the Master Servicer is required to provide any information to, or communicate with, a any Rating Agency or an NRSRO in accordance with its obligations under the Pooling and Servicing Agreement PSA and such information or communication is regarding the Mortgage Loans or the Primary Servicing primary servicing by the Primary Servicer under this Agreement, the Primary Servicer shall provide the information to the Master Servicer the information necessary for the Master Servicer to fulfill such obligations. The Primary Servicer shall have no liability with regard to the Master Servicer’s 's failure to provide to the Depositor or any other party (including the Rating Agency) any information that the Primary Servicer timely delivered to information, reports and certificates the Master Servicer in accordance with this Agreement. The Primary Servicer shall promptly report any request made by any Rating Agency or NRSRO is required to delivery under the Master Servicer. In addition, to PSA unless such failure is the extent that result of the Primary Servicer shall become aware of any matter that would be governed by Section 5.7 of the Pooling and Servicing Agreement as it relates Servicer's failure to the Mortgage Loans, the Primary Servicer shall promptly notify the Master Servicermeet its obligations hereunder. Subject to the provisions of the Pooling and Servicing Agreement, the Primary Servicer shall use reasonable efforts to cooperate with the Master Servicer in responding to inquiries from NRSROs and compliance with Sections 1.7 and 5.7 of the Pooling and Servicing Agreement. (b) None of the foregoing restrictions in this Section 3.09 Agreement shall prohibit or restrict oral or written communications, or providing information, between the Primary Servicer Servicer, on the one hand, and any Rating Agency or NRSRO NRSRO, on the other hand, with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to the Primary Servicer, (ii) such Rating Agency’s or NRSRO’s approval of the Primary Servicer as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s 's or NRSRO’s evaluation of the Primary Servicer’s 's servicing operations in general; provided, however, that the Primary Servicer shall not provide any information relating to the Certificates or the Mortgage Loans to a any Rating Agency or a NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) borrowerBorrower, property or and other deal specific identifiers are redacted; or (y) the Master Servicer confirms to the Primary Servicer in writing that such information has already been provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information Provider's Website; or (z) the Rating Agency confirms in writing that it does not intend to use such information in undertaking credit rating surveillance with respect to the Certificates (and the Primary Servicer shall, upon request, certify to the Depositor and the Master Servicer that it received the confirmation described in this clause (z) or provide the Depositor and the Master Servicer with a copy of such confirmation from the applicable Rating Agency); provided, however, that the Rating Agencies may use information delivered in reliance on the certification provided in this clause (z) for any purpose to the extent it is publicly available (unless the availability results from a breach of this Agreement, the PSA or any other confidentiality agreement to which such rating agency is subject) or comprised of information collected by the applicable Rating Agency from the 17g-5 Information Provider’s WebsiteWebsite (or another 17g-5 information provider’s website such Rating Agency has access to) (in each case, subject to any agreement governing the use of such information, including any engagement letter with the Depositor or any other applicable depositor) other than pursuant to Section 3.13(i) of the PSA or this Section 8.01(a). (b) The Primary Servicer hereby expressly agrees to indemnify and hold harmless the Master Servicer and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses), joint or several, to which any such Indemnified Party may become subject, under the Securities Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses) arise out of or are based upon the Primary Servicer’s breach of this Section 8.01 (including, without limitation, a determination by a Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), but solely to the extent such determination is caused by a breach of this Section 8.01 by the Primary Servicer), and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred.