Common use of Rating Agency Confirmations; Communications with Rating Agencies Clause in Contracts

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processing) or the applicable Special Servicer (with respect to matters it is processing) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period, which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below, whether or not to waive such condition for such particular action at such time, (y) with respect to a replacement or succession of the applicable Master Servicer or applicable Special Servicer, such condition shall be deemed to be satisfied if (1) the applicable replacement is rated at least “CMS3” (in the case of the applicable Master Servicer) or “CSS3” (in the case of the applicable Special Servicer), if Fitch is the non-responding Rating Agency; (2) KBRA has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency; or (3) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-backed securities transactions and Moody’s has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x is the non-responding Rating Agency, and (z) with respect to a replacement or successor to the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below, but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processing) or the applicable Special Servicer (with respect to matters it is processing) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period, which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below), whether or not to waive such condition for such particular action at such time, (y) with respect to a replacement or succession of the applicable Master Servicer or applicable Special Servicer, such condition shall be deemed to be satisfied if the applicable replacement (1) the applicable replacement is rated at least “CMS3” (in the case of the applicable a Master Servicer) or “CSS3” (in the case of the applicable a Special Servicer), if Fitch is the non-responding Rating Agency; (2) KBRA DBRS has not cited servicing concerns with respect to of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA DBRS is the non-responding Rating Agency; or (3) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-mortgage backed securities transactions and Moody’s has not cited servicing concerns with respect to of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization a transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x is the non-responding Rating Agency, and (z) with respect to a replacement or successor to the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below), but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of 280 clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processing) or the applicable Special Servicer (with respect to matters it is processing) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period, which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below, whether or not to waive such condition for such particular action at such time, (y) with respect to a replacement or succession of the applicable Master Servicer or applicable Special Servicer, such condition shall be deemed to be satisfied if (1) the applicable replacement is rated at least “CMS3” (in the case of the applicable Master Servicer) or “CSS3” (in the case of the applicable Special Servicer), if Fitch is the non-responding Rating Agency; (2) KBRA DBRS has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA DBRS is the non-responding Rating Agency; or (32) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-backed securities transactions and Moody’s has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x is the non-responding Rating Agency; or (3) the applicable replacement either (a) has a master servicer or a special servicer, as applicable, ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by Morningstar, is currently acting as a master servicer or special servicer, as applicable, on a deal or transaction-level basis for all or a significant portion of the related mortgage loans in other commercial mortgage-backed securities transactions rated by any NRSRO and Morningstar has not, with respect to any such other commercial mortgage-backed securities transaction, qualified, downgraded or withdrawn its rating or ratings on one or more classes of such commercial mortgage-backed securities citing servicing concerns of the applicable replacement as the sole or material factor in such rating action, if Morningstar is the non-responding Rating Agency, and (z) with respect to a replacement or successor to the Trust Advisor, such condition shall be 281 deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below, but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) 279 below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processingPerforming Serviced Mortgage Loans or Performing Serviced Loan Combinations) or the applicable Special Servicer (with respect to matters it is processingSpecially Serviced Mortgage Loans) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control PeriodPeriod (other than with respect to any Excluded Loan), which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below, whether or not to waive such condition for such particular action at such time, (y) with respect to a replacement or succession of the applicable Master Servicer or applicable Special Servicer, such condition shall be deemed to be satisfied if (1) DBRS has not cited servicing concerns with respect to the applicable replacement is rated at least “CMS3” (as the sole or material factor in the case any qualification, downgrade or withdrawal of the applicable Master Servicerratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) or “CSS3” (of securities in the case of any other commercial mortgage-backed securitization transaction serviced by the applicable Special Servicer)servicer prior to the time of determination, if Fitch DBRS is the non-responding Rating Agency; (2) KBRA has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency; or (3) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-backed securities transactions and Moody’s has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x Mxxxx’x is the non-responding Rating Agency, and (z) with respect to a replacement or successor to the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below, but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.. 280

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processing) or the applicable Special Servicer (with respect to matters it is processing) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period, which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below, whether or not to waive such condition for such particular action at such time, (y) with respect to a replacement or succession of the applicable Master Servicer or applicable Special Servicer, such condition shall be deemed to be satisfied if (1) DBRS has not cited servicing concerns with respect to the applicable replacement is rated at least “CMS3” (as the sole or material factor in the case any qualification, downgrade or withdrawal of the applicable Master Servicerratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) or “CSS3” (of securities in the case of any other commercial mortgage-backed securitization transaction serviced by the applicable Special Servicer)servicer prior to the time of determination, if Fitch DBRS is the non-responding Rating Agency; (2) KBRA has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency; or (3) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-backed securities transactions and Moody’s has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x Mxxxx’x is the non-responding Rating Agency, and (z) with respect to a replacement or successor to the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below, but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processing) or the applicable Special Servicer (with respect to matters it is processing) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period, which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below), whether or not to waive such condition for such particular action at such time, (y) with respect to a replacement or succession of the applicable Master Servicer or applicable the Special Servicer, such condition shall be deemed to be satisfied if the applicable replacement (1) the applicable replacement is rated at least “CMS3[__]” (in the case of the applicable Master Servicer) or “CSS3[__]” (in the case of the applicable Special Servicer), if Fitch [__] is the non-responding Rating Agency; (2) KBRA [__] has not cited servicing concerns with respect to of the applicable replacement Master Servicer or the applicable replacement Special Servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA [__] is the non-responding Rating Agency; or (3) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-backed securities transactions and Moody’s [__] has not cited servicing concerns with respect to of the applicable replacement Master Servicer or the applicable replacement Special Servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x [__] is the non-responding Rating Agency, and (z) with respect to a replacement or successor to succession of the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below), but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to on the Rule 17g-5 Information Provider’s Website to the extent such communication solely relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, request and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to on the Rule 17g-5 Information Provider’s Website to the extent such communication solely relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processing) or the applicable Special Servicer (with respect to matters it is processing) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period, which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below, whether or not to waive such condition for such particular action at such time, (y) with respect to a replacement or succession of the applicable Master Servicer or applicable Special Servicer, such condition shall be deemed to be satisfied if the applicable replacement (1) the applicable replacement is rated at least “CMS3” (in the case of the applicable Master Servicer) or “CSS3” (in the case of the applicable Special Servicer), if Fitch is the non-responding Rating Agency; , (2) KBRA has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency; or (3) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-backed securities transactions and Moody’s has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x Mxxxx’x is the non-responding Rating Agency, or (3) either (a) has a master servicer or special servicer, as applicable, ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by Morningstar, is currently acting as a master servicer or special servicer, as applicable, on a deal or transaction-level basis for all or a significant portion of the related mortgage loans in other commercial mortgage-backed securities transactions rated by any NRSRO and Morningstar has not, with respect to any such other commercial mortgage-backed securities transaction, qualified, downgraded or withdrawn its rating or ratings on one or more classes of such commercial mortgage backed securities citing servicing concerns of the applicable replacement as the sole or material factor in such rating action, if Morningstar is the non-responding Rating Agency, and (z) with respect to a replacement or successor to the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below, but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processingnon-Specially Serviced Mortgage Loans) or the applicable Special Servicer (with respect to matters it is processingSpecially Serviced Mortgage Loans) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period, which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below), whether or not to waive such condition for such particular action at such time, and (y) with respect to a replacement or succession of the applicable Master Servicer or applicable Special Servicer, such condition shall be deemed to be satisfied if the applicable replacement (1) the applicable replacement is rated at least “CMS3” (in the case of the applicable Master Servicer) or “CSS3” (in the case of the applicable Special Servicer), if Fitch is the non-responding Rating Agency; (2) KBRA is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction level” basis for all of the mortgage loans in other commercial mortgage backed securities transactions Moody’s has not cited servicing concerns with respect to of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA Xxxxx’x is the non-responding Rating Agency; or (3) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-backed securities transactions and Moody’s KBRA has not cited servicing concerns with respect to of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization a transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x KBRA is the non-responding Rating Agency, and (z) with respect to a replacement or successor to the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below), but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to on the Rule 17g-5 Information Provider’s Website to the extent such communication solely relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, request and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to on the Rule 17g-5 Information Provider’s Website to the extent such communication solely relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processing) or the applicable Special Servicer (with respect to matters it is processing) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period, which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below, whether or not to waive such condition for such particular action at such time, (y) with respect to a replacement or succession of the applicable Master Servicer or applicable Special Servicer, such condition shall be deemed to be satisfied if the applicable replacement (1) the applicable replacement is rated at least “CMS3” (in the case of the applicable Master Servicer) or “CSS3” (in the case of the applicable Special Servicer), if Fitch is the non-responding Rating Agency; (2) KBRA DBRS has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA DBRS is the non-responding Rating Agency; or , (32) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-backed securities transactions and Moody’s has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x is the non-responding Rating Agency, or (3) either (a) has a master servicer or a special servicer, as applicable, ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by Morningstar, is currently acting as a master servicer or special servicer, as applicable, on a deal or transaction-level basis for all or a significant portion of the related mortgage loans in other commercial mortgage-backed securities transactions rated by any NRSRO and Morningstar has not, with respect to any such other commercial mortgage-backed securities transaction, qualified, downgraded or withdrawn its rating or ratings on one or more classes of such commercial mortgage backed securities citing servicing concerns of the applicable replacement as the sole or material factor in such rating action, if Morningstar is the non-responding Rating Agency, and (z) with respect to a replacement or successor to the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below, but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five three (53) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processing) or the applicable Special Servicer (with respect to matters it is processing) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period, which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below), whether or not to waive such condition for such particular action at such time, and (y) with respect to a replacement or succession of the applicable Master Servicer or applicable Special Servicer, such condition shall be deemed to be satisfied if the applicable replacement (1) the applicable replacement is rated at least “CMS3” (in the case of the applicable Master Servicer) or “CSS3” (in the case of the applicable Special Servicer), if Fitch is the non-responding Rating Agency; (2) KBRA Moody’s has not cited servicing concerns with respect to of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA Xxxxx’x is the non-responding Rating Agency; or (3) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-backed securities transactions and Moody’s KBRA has not cited servicing concerns with respect to of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization a transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x KBRA is the non-responding Rating Agency, and (z) with respect to a replacement or successor to the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below), but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to on the Rule 17g-5 Information Provider’s Website to the extent such communication solely relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to on the Rule 17g-5 Information Provider’s Website to the extent such communication solely relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processingnon-Specially Serviced Mortgage Loans) or the applicable Special Servicer (with respect to matters it is processingSpecially Serviced Mortgage Loans) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period, which consent shall be deemed given granted if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below), whether or not to waive such condition for such particular action at such time, and (y) with respect to a replacement or succession of the applicable Master Servicer or applicable Special Servicer, such condition shall be deemed to be satisfied if the applicable replacement (1) the applicable replacement is rated at least “CMS3” (in the case of the applicable Master Servicer) or “CSS3” (in the case of the applicable Special Servicer), if Fitch is the non-responding Rating Agency; (2) KBRA is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction level” basis for all of the mortgage loans in other commercial mortgage backed securities transactions and Moody’s has not cited servicing concerns with respect to of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency; or (3) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-backed securities transactions and Moody’s has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x is the non-responding Rating Agency; or (3) either (a) the applicable replacement Master Servicer or Special Servicer has a master servicer or special servicer, as applicable, ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by Morningstar, is currently acting as a master servicer or special servicer, as applicable, on a deal or transaction-level basis for all or a significant portion of the related mortgage loans in other commercial mortgage backed securities transactions rated by any NRSRO and the Trustee does not have actual knowledge that Morningstar has, and (z) with respect to a the applicable replacement Master Servicer or successor to the Trust AdvisorSpecial Servicer certifies that Morningstar has not, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited other commercial mortgage backed securities transaction, qualified, downgraded or withdrawn its rating or ratings on one or more classes of such commercial mortgage backed securities transaction citing servicing concerns regarding of the applicable replacement trust advisor as the sole or material factor in any qualificationsuch rating action, downgrade or withdrawal of if Morningstar is the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgagenon-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determinationresponding Rating Agency. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below), but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processingnon-Specially Serviced Mortgage Loans) or the applicable Special Servicer (with respect to matters it is processingSpecially Serviced Mortgage Loans) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period, which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below), whether or not to waive such condition for such particular action at such time, and (y) with respect to a replacement or succession of the applicable Master Servicer or applicable Special Servicer, such condition shall be deemed to be satisfied if the applicable replacement (1) the applicable replacement is rated at least “CMS3” (in the case of the applicable Master Servicer) or “CSS3” (in the case of the applicable Special Servicer), if Fitch is the non-responding Rating Agency; and (2) KBRA is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction level” basis for all of the mortgage loans in other commercial mortgage backed securities transactions and Moody’s has not cited servicing concerns with respect to of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA Mxxxx’x is the non-responding Rating Agency; or (3) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-backed securities transactions and Moody’s has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x is the non-responding Rating Agency, and (z) with respect to a replacement or successor to the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below), but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processingnon-Specially Serviced Mortgage Loans) or the applicable Special Servicer (with respect to matters it is processingSpecially Serviced Mortgage Loans) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period, which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below), whether or not to waive such condition for such particular action at such time, and (y) with respect to a replacement or succession of the applicable Master Servicer or applicable Special Servicer, such condition shall be deemed to be satisfied if the applicable replacement (1) the applicable replacement is rated at least “CMS3” (in the case of the applicable Master Servicer) or “CSS3” (in the case of the applicable Special Servicer), if Fitch is the non-responding Rating Agency; (2) KBRA has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency; or (3) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-backed securities transactions and Moody’s has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x is the non-responding Rating Agency, and (z) with respect to a replacement or successor to the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below, but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.of

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processing) or the applicable Special Servicer (with respect to matters it is processing) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period, which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below, whether or not to waive such condition for such particular action at such time, (y) with respect to a replacement or succession of the applicable Master Servicer or applicable Special Servicer, such condition shall be deemed to be satisfied if (1) DBRS has not cited servicing concerns with respect to the applicable replacement is rated at least “CMS3” (as the sole or material factor in the case any qualification, downgrade or withdrawal of the applicable Master Servicerratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) or “CSS3” (of securities in the case of any other commercial mortgage-backed securitization transaction serviced by the applicable Special Servicer)servicer prior to the time of determination, if Fitch DBRS is the non-responding Rating Agency; (2) KBRA has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency; or (3) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-mortgage backed securities transactions and Moody’s has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x Mxxxx’x is the non-responding Rating Agency, and (z) with respect to a replacement or successor to the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below, but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processing) or the applicable Special Servicer (with respect to matters it is processing) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period, which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below), whether or not to waive such condition for such particular action at such time, and (y) with respect to a replacement or succession of the applicable Master Servicer or applicable Special Servicer, such condition shall be deemed to be satisfied if the applicable replacement (1) the applicable replacement is rated at least “CMS3” (in the case of the applicable Master Servicer) or “CSS3” (in the case of the applicable Special Servicer), if Fitch is the non-responding Rating Agency; Agency or (2) KBRA is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction level” basis for all of the mortgage loans in other commercial mortgage backed securities transactions and Moody’s has not cited servicing concerns with respect to of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency; or (3) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-backed securities transactions and Moody’s has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x is the non-responding Rating Agency, and (z) with respect to a replacement or successor to the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below), but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans or the Trust Subordinate Companion Loan (other than as set forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processing) or the applicable Special Servicer (with respect to matters it is processing) shall determine (with the consent of (A) the Subordinate Class Representative, during any Subordinate Control PeriodPeriod and, with respect to the St. Xxxxx Town Center Loan Combination, during such Subordinate Control Period but only after the occurrence and during the continuance of a Class SJ Control Appraisal Period with respect to the senior-most Class of Control-Eligible Loan-Specific Certificates, or (B) with respect to the St. Xxxxx Town Center Loan Combination, the Loan-Specific Subordinate Class Representative prior to the occurrence and continuance of a Class SJ Control Appraisal Period with respect to the senior-most Class of Control-Eligible Loan-Specific Certificates, in each such case, which consent shall will be deemed given if the Subordinate Class Representative or Loan-Specific Subordinate Class Representative, as applicable, does not respond within five (5) Business Days of following receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below, whether or not to waive such condition for such particular action at such time, (y) with respect to a replacement or succession of the applicable Master Servicer or applicable the Special Servicer, such condition shall be deemed to be satisfied if (1) the applicable replacement is rated at least “CMS3” (in the case of the applicable Master Servicer) or “CSS3” (in the case of the applicable Special Servicer), if Fitch is the non-responding Rating Agency; (2) KBRA has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency; or (3) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-mortgage backed securities transactions and Moody’s has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x is the non-responding Rating Agency, and (z) with respect to a replacement or successor to the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below, but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processing) or the applicable Special Servicer (with respect to matters it is processing) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period, which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below), whether or not to waive such condition for such particular action at such time, (y) with respect to a replacement or succession successor of the applicable Master Servicer or applicable Special Servicer, such condition shall be deemed to be satisfied if the applicable replacement (1) the applicable replacement is rated at least “CMS3” (in the case of the applicable Master Servicer) or “CSS3” (in the case of the applicable Special Servicer), if Fitch is the non-responding Rating Agency; (2) KBRA has not cited servicing concerns with respect to of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency; or (3) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-mortgage backed securities transactions and Moody’s has not cited servicing concerns with respect to of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization a transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x Mxxxx’x is the non-responding Rating Agency, and (z) with respect to a replacement or successor to of the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below), but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five three (53) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processing) or the applicable Special Servicer (with respect to matters it is processing) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period, which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below), whether or not to waive such condition for such particular action at such time, and (y) with respect to a replacement or succession of the applicable Master Servicer or applicable Special Servicer, such condition shall be deemed to be satisfied if the applicable replacement (1) the applicable replacement is rated at least “CMS3” (in the case of the applicable Master Servicer) or “CSS3” (in the case of the applicable Special Servicer), if Fitch is the non-responding Rating Agency; or (2) KBRA Moody’s has not cited servicing concerns with respect to of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency; or (3) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-backed securities transactions and Moody’s has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x is the non-responding Rating Agency, and (z) with respect to a replacement or successor to the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below), but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processing) or the applicable Special Servicer (with respect to matters it is processing) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period, which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below), whether or not to waive such condition for such particular action at such time, (y) with respect to a replacement or succession of the applicable Master Servicer or applicable Special Servicer, such condition shall be deemed to be satisfied if the applicable replacement (1) the applicable replacement is rated at least “CMS3” (in the case of the applicable a Master Servicer) or “CSS3” (in the case of the applicable a Special Servicer), if Fitch is the non-responding Rating Agency; (2) KBRA DBRS has not cited servicing concerns with respect to of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA DBRS is the non-responding Rating Agency; or (3) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-mortgage backed securities transactions and Moody’s has not cited servicing concerns with respect to of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization a transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x Mxxxx’x is the non-responding Rating Agency, and (z) with respect to a replacement or successor to the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below), but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processing) or the applicable Special Servicer (with respect to matters it is processing) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period, which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below, whether or not to waive such condition for such particular action at such time, (y) with respect to a replacement or succession of the applicable Master Servicer or applicable the Special Servicer, such condition shall be deemed to be satisfied if (1) the applicable replacement is rated at least “CMS3” (in the case of the applicable Master Servicer) or “CSS3” (in the case of the applicable Special Servicer), if Fitch is the non-responding Rating Agency; (2) KBRA DBRS has not cited servicing concerns with respect to of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if DBRS is the non-responding Rating Agency; (2) KBRA has not cited servicing concerns of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency; or (3) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-backed securities transactions and Moody’s has not cited servicing concerns with respect to of the applicable replacement Master Servicer or Special Servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x is the non-responding Rating Agency, and (z) with respect to a replacement or successor to succession of the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below), but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to (i) confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and again, (ii) if there is no response to either such Rating Agency Confirmation request within five three (53) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processing) or the applicable Special Servicer (with respect to matters it is processing) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period, which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below), whether or not to waive such condition for such particular action at such time, and (y) with respect to a replacement or succession of the applicable Master Servicer or applicable Special Servicer, such condition shall be deemed to be satisfied if (1) the applicable replacement (I) is rated at least “[CMS3]” (in the case of the applicable Master Servicer) or “[CSS3]” (in the case of the applicable Special Servicer), if Fitch [_____] is the non-responding Rating Agency; or (2II) KBRA [_____] has not cited servicing concerns with respect to of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA [_____] is the non-responding Rating Agency; or (3) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-backed securities transactions and Moody’s has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x is the non-responding Rating Agency, and (z) with respect to a replacement or successor to the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) and clause (ii) of the preceding sentence shall not itself themselves be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below), but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processing) or the applicable Special Servicer (with respect to matters it is processing) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period, which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below), whether or not to waive such condition for such particular action at such time, (y) with respect to a replacement or succession successor of the applicable Master Servicer or applicable Special Servicer, such condition shall be deemed to be satisfied if the applicable replacement (1) the applicable replacement is rated at least “CMS3” (in the case of the applicable Master Servicer) or “CSS3” (in the case of the applicable Special Servicer), if Fitch is the non-responding Rating Agency; (2) KBRA DBRS has not cited servicing concerns with respect to of the applicable replacement Master Servicer or Special Servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA DBRS is the non-responding Rating Agency; or (3) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-mortgage backed securities transactions and Moody’s has not cited servicing concerns with respect to of the applicable replacement Master Servicer or Special Servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-mortgage backed securitization transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x is the non-responding Rating Agency, and (z) with respect to a replacement or successor to of the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below), but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processing) or the applicable Special Servicer (with respect to matters it is processing) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period, which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below, whether or not to waive such condition for such particular action at such time, (y) with respect to a replacement or succession of the applicable Master Servicer or applicable the Special Servicer, such condition shall be deemed to be satisfied if (1) the applicable replacement is rated at least “CMS3” (in the case of the applicable Master Servicer) or “CSS3” (in the case of the applicable Special Servicer), if Fitch is the non-responding Rating Agency; (2) KBRA DBRS has not cited servicing concerns with respect to of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if DBRS is the non-responding Rating Agency; (2) KBRA has not cited servicing concerns of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency; or (3) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-backed securities transactions and Moody’s has not cited servicing concerns with respect to of the applicable replacement Master Servicer or Special Servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x Mxxxx’x is the non-responding Rating Agency, and (z) with respect to a replacement or successor to succession of the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below), but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processing) or the applicable Special Servicer (with respect to matters it is processing) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period, which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below, whether or not to waive such condition for such particular action at such time, (y) with respect to a replacement or succession of the applicable Master Servicer or applicable Special Servicer, such condition shall be deemed to be satisfied if (1) DBRS has not cited servicing concerns with respect to the applicable replacement is rated at least “CMS3” (as the sole or material factor in the case any qualification, downgrade or withdrawal of the applicable Master Servicerratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) or “CSS3” (of securities in the case of any other commercial mortgage-backed securitization transaction serviced by the applicable Special Servicer)servicer prior to the time of determination, if Fitch DBRS is the non-responding Rating Agency; (2) KBRA has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency; or (3) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-backed securities transactions and Moody’s has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x Mxxxx’x is the non-responding Rating Agency, and (z) with respect to a replacement or successor to the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below, but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processing) or the applicable Special Servicer (with respect to matters it is processing) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period, which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below), whether or not to waive such condition for such particular action at such time, (y) with respect to a replacement or succession of the applicable Master Servicer or the applicable Special Servicer, such condition shall be deemed to be satisfied if the applicable replacement (1) the applicable replacement is rated at least “CMS3” (in the case of the applicable Master Servicer) or “CSS3” (in the case of the applicable Special Servicer), if Fitch is the non-responding Rating Agency; (2) KBRA has not cited servicing concerns with respect to of the applicable replacement Master Servicer or the applicable replacement Special Servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency; or (3) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-backed securities transactions and Moody’s has not cited servicing concerns with respect to of the applicable replacement Master Servicer or the applicable replacement Special Servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x is the non-responding Rating Agency, and (z) with respect to a replacement or successor to succession of the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below), but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processing) or the applicable Special Servicer (with respect to matters it is processing) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period, which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below), whether or not to waive such condition for such particular action at such time, and (y) with respect to a replacement or succession of the applicable Master Servicer or applicable Special Servicer, such condition shall be deemed to be satisfied if the applicable replacement (1) the applicable replacement is rated at least “CMS3” (in the case of the applicable Master Servicer) or “CSS3” (in the case of the applicable Special Servicer), if Fitch is the non-responding Rating Agency; (2) KBRA has not cited servicing concerns with respect to of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency; or (3) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-transaction level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-mortgage backed securities transactions and Moody’s has not cited servicing concerns with respect to of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization a transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x is the non-responding Rating Agency, and (z) with respect to a replacement or successor to the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below), but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.

Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) obtaining such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request as contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party received the response to the initial request described in clause (II) above, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) below), the Requesting Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is processing) or the applicable Special Servicer (with respect to matters it is processing) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period, which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.27(b) below, whether or not to waive such condition for such particular action at such time, (y) with respect to a replacement or succession of the applicable Master Servicer or applicable Special Servicer, such condition shall be deemed to be satisfied if (1) the applicable replacement is rated at least “CMS3” (in the case of the applicable Master Servicer) or “CSS3” (in the case of the applicable Special Servicer), if Fitch is the non-responding Rating Agency; (2) KBRA DBRS has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if KBRA DBRS is the non-responding Rating Agency; (2) the applicable replacement is rated “CMS3” (in the case of a Master Servicer) or “CSS3” (in the case of a Special Servicer), if Fitch is the non-responding Rating Agency; or (3) the applicable replacement is currently acting as master servicer or special servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage-backed securities transactions and Moody’s has not cited servicing concerns with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination, if Xxxxx’x Mxxxx’x is the non-responding Rating Agency, and (z) with respect to a replacement or successor to the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below, but this statement shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating Agency Confirmation.