Common use of Rating Agency Confirmations Clause in Contracts

Rating Agency Confirmations. (a) Notwithstanding the terms of any Loan Documents, the Co-Lender Agreement or other provisions of this Agreement, if any action under any Loan Documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from the Rating Agency has made a request to the Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, the Rating Agency has not replied to such request or has responded in a manner that indicates that the Rating Agency is neither reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then such Requesting Party shall be required (without providing notice to the 17g-5 Information Provider) to (i) confirm that the Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to the Rating Agency Confirmation request within five (5) Business Days of such confirmation or such second request (after seeking to confirm that the Rating Agency received such second Rating Agency Confirmation request), as applicable, then (x) with respect to any condition in the Loan Documents requiring a Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loan (other than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is a Loan Borrower, then the Servicer or the Special Servicer, as applicable) will be required to determine, in accordance with its duties under this Agreement and in accordance with Accepted Servicing Practices, whether or not such action would be in the best interest of Certificateholders, and if the Requesting Party (or, if the Requesting Party is a Loan Borrower, then the Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of the Certificateholders, then the requirement for a Rating Agency Confirmation will not apply (provided, however, that with respect to the release of any collateral relating to the Trust Loan, any Rating Agency Confirmation requirement that the Servicer or Special Servicer would have been permitted to waive pursuant to this Agreement will not apply without any such determination by the Requesting Party (or the Servicer or the Special Servicer, as applicable) (it being understood that the Requesting Party (or the Servicer, or the Special Servicer, as applicable) will in any event review the conditions required under the Loan Documents with respect to such release and confirm to its satisfaction in accordance with the Accepted Servicing Practices that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)), and (y) with respect to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer or Special Servicer is a Qualified Servicer. For all other matters or actions (a) not specifically discussed above in clauses (x) or (y) or (b) that are not the subject of a Rating Agency Declination, the applicable Requesting Party shall be required to obtain a Rating Agency Confirmation from the Rating Agency.

Appears in 6 contracts

Samples: Trust and Servicing Agreement (3650R 2021-Pf1 Commercial Mortgage Trust), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2021-C60), Trust and Servicing Agreement (CSAIL 2021-C20 Commercial Mortgage Trust)

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Rating Agency Confirmations. (a) Notwithstanding the terms of any Loan Documents, the Co-Lender Intercreditor Agreement or other provisions of this Agreement, if any action under any Loan Documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from the each Rating Agency has made a request to the any such Rating Agency for such Rating Agency Confirmation and, within ten (10) 10 Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, the such Rating Agency has not replied to such request or has responded in a manner that indicates that the such Rating Agency is neither reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then such Requesting Party shall be required (without providing notice to the 17g-5 Information Provider) to (i) confirm that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to the either Rating Agency Confirmation request within five (5) 5 Business Days of such confirmation or such second request (after seeking to confirm that the applicable Rating Agency received such second Rating Agency Confirmation request), as applicable, then (x) with respect to any condition in the Loan Documents requiring a Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Whole Loan (other than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is a Loan Borrower, then the Servicer or the Special Servicer, as applicable) will be required to determine, in accordance with its duties under this Agreement and in accordance with Accepted Servicing Practices, whether or not such action would be in the best interest of Certificateholders, and if the Requesting Party (or, if the Requesting Party is a Loan Borrower, then the Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of the Certificateholders, then the requirement for a Rating Agency Confirmation will not apply (provided, however, that with respect to the release or substitution of any collateral relating to the Trust Loan, any Rating Agency Confirmation requirement that the Servicer or Special Servicer would have been permitted to waive pursuant to this Agreement will not apply without any such determination by the Requesting Party (or the Servicer or the Special Servicer, as applicable) (it being understood that the Requesting Party (or the Servicer, or the Special Servicer, as applicable) will in any event review the conditions required under the Loan Documents with respect to such release and confirm to its satisfaction in accordance with the Accepted Servicing Practices that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)), and (y) with respect to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer or Special Servicer is a Qualified Servicer. For all other matters or actions (a) not specifically discussed above in clauses (x) or (y) or (b) that are not the subject of a Rating Agency Declination, the applicable Requesting Party shall be required to obtain a Rating Agency Confirmation from each of the Rating AgencyAgencies. (b) Any Rating Agency Confirmation requests made by the Servicer, Special Servicer, the Certificate Administrator or Trustee, as applicable, pursuant to this Agreement, shall be made in writing (an email shall be sufficient as a writing), which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material the Servicer, Special Servicer, the Certificate Administrator or Trustee, as applicable, reasonably deems necessary for the Rating Agency (including those for Companion Loan Securities) to process such request. Subject to Section 10.17, the Servicer, the Special Servicer, Certificate Administrator or the Trustee, as applicable, shall furnish such written Rating Agency Confirmation request to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 10.16 in accordance with the delivery instructions set forth in Section 10.5. (c) Promptly following the Special Servicer’s determination to take any action described in Section 3.26(a) without receiving Rating Agency Confirmation, the Special Servicer shall, subject to Section 10.17, provide written notice of such determination to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 10.16. (d) Each Certificateholder, by its acceptance of the Certificates, acknowledges and agrees to the foregoing with respect to Rating Agency Confirmations.

Appears in 4 contracts

Samples: Trust and Servicing Agreement (CSAIL 2016-C7 Commercial Mortgage Trust), Trust and Servicing Agreement (CSAIL 2016-C6 Commercial Mortgage Trust), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Ubs9)

Rating Agency Confirmations. (a) Notwithstanding the terms of any related Mortgage Loan Documents, the Co-Lender Agreement documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from the each Rating Agency has made a request to the any Rating Agency for such Rating Agency Confirmation and, within ten (10) 10 Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, the such Rating Agency has not replied to such request or has responded in a manner that indicates that the such Rating Agency is neither reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then (i) such Requesting Party shall be required (without providing notice to the 17g-5 Information Provider) to (i) confirm that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to the either such Rating Agency Confirmation request within five (5) 5 Business Days of such confirmation second request or such second request (after seeking to confirm that the Rating Agency received has responded in a manner that indicates it is neither reviewing such second request nor waiving the requirement for Rating Agency Confirmation request)Confirmation, as applicable, then (x) with respect to any such condition in the any Mortgage Loan Documents document requiring a such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loan Loans (other than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is a Loan Borrowerthe related Mortgagor, then the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special ServicerServicer (with respect to Specially Serviced Mortgage Loans and REO Loans), as applicable) will be required to shall determine, in accordance with its duties under this Agreement and and, in the case of the Master Servicer or the Special Servicer, in accordance with Accepted the Servicing PracticesStandard, whether or not such action would be in the best interest interests of Certificateholdersthe Certificateholders and, in the case of an A/B Whole Loan or Loan Pair, Certificateholders and any holder of the related B Note or Serviced Companion Loan (as a collective whole as if such Certificateholders and B Note or Serviced Companion Loan holder constituted a single lender), and if the Requesting Party (or, if the Requesting Party is a Loan Borrowerthe related Mortgagor, then the Master Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of the Certificateholderssuch parties, then the requirement for a Rating Agency Confirmation will be deemed not apply to apply, and (provided, however, that y) with respect to a replacement of the release Master Servicer or Special Servicer, such condition shall be deemed to be satisfied if (i) if Fitch is the non-responding Rating Agency, the applicable replacement is rated at least “CMS3” (in the case of the Master Servicer) or “CSS3” (in the case of the Special Servicer); or (ii) if Fitch is not the non-responding Rating Agency, the non-responding Rating Agency 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 CMBS transaction rated by such non-responding Rating Agency and serviced by the applicable servicer prior to the time of determination. Promptly following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 1.7(a) following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Master Servicer or Special Servicer, as the case may be, shall provide electronic written notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 5.7 of this Agreement. (b) Notwithstanding anything to the contrary in this Section 1.7, for purposes of the provisions of any collateral Mortgage Loan document relating to defeasance (including without limitation the Trust Loantype of collateral acceptable for use as defeasance collateral), release or substitution of any collateral, any Rating Agency Confirmation requirement that in the Mortgage Loan documents with respect to which the Master Servicer or Special Servicer would have been permitted required to waive pursuant make the determination described in Section 1.7(a) shall be deemed not to this Agreement will not apply without regardless of any such determination by the Requesting Party (or, if the Requesting Party is the related Mortgagor, the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans and REO Loans), as applicable); provided, that the Requesting Party (or the Master Servicer or the Special Servicer, as applicable) (it being understood that the Requesting Party (or the Servicer, or the Special Servicer, as applicable) will shall in any event review the other conditions required under the related Mortgage Loan Documents documents with respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Accepted Servicing Practices Standard that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)), and . (yc) with respect to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer or Special Servicer is a Qualified Servicer. For all other matters or actions (a) not specifically discussed above in clauses (xSection 1.7(a) or (y) or (b) that are not the subject of a Rating Agency Declinationabove, the applicable Requesting Party shall be required to obtain deliver a Rating Agency Confirmation from the each Rating Agency. (d) Unless otherwise indicated herein, all notices and Rating Agency Communications and requests for Rating Agency Confirmations to the Rating Agencies shall be in writing and sent by first class mail, telecopy, electronic mail or overnight courier, as follows: (e) The delivery of any notice, document, information or communication to a Rating Agency shall be subject to Section 5.7. Any Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator, the Custodian or Trustee, as applicable, pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 5.7.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (COMM 2013-Lc13 Mortgage Trust)

Rating Agency Confirmations. (a) Notwithstanding the terms of any related Mortgage Loan Documents, the Co-Lender Agreement documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from the each Rating Agency has made a request to the any Rating Agency for such Rating Agency Confirmation and, within ten (10) 10 Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, the such Rating Agency has not replied to such request or has responded in a manner that indicates that the such Rating Agency is neither reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then (i) such Requesting Party shall be required (without providing notice to the 17g-5 Information Provider) to (i) confirm that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to the either such Rating Agency Confirmation request within five (5) 5 Business Days of such confirmation second request or such second request (after seeking to confirm that the Rating Agency received has responded in a manner that indicates it is neither reviewing such second request nor waiving the requirement for Rating Agency Confirmation request)Confirmation, as applicable, then (x) with respect to any such condition in the any Mortgage Loan Documents document requiring a such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loan Loans (other than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is a Loan Borrowerthe related Mortgagor, then the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special ServicerServicer (with respect to Specially Serviced Mortgage Loans and REO Loans), as applicable) will be required to shall determine, in accordance with its duties under this Agreement and in accordance with Accepted the Servicing PracticesStandard, whether or not such action would be in the best interest interests of Certificateholdersthe Certificateholders and, in the case of an A/B Whole Loan or Loan Pair, Certificateholders and any holder of the related B Note or Serviced Companion Loan (as a collective whole as if such Certificateholders and B Note or Serviced Companion Loan holder constituted a single lender), and if the Requesting Party (or, if the Requesting Party is a Loan Borrowerthe related Mortgagor, then the Master Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of the Certificateholderssuch parties, then the requirement for a Rating Agency Confirmation will be deemed not apply to apply, and (provided, however, that y) with respect to a replacement of the release Master Servicer or Special Servicer, such condition shall be deemed to be satisfied if (i) DBRS 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 CMBS transaction rated by DBRS and serviced by the applicable servicer prior to the time of determination, if DBRS is the non-responding Rating Agency; and (ii) Moody’s 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 CMBS transaction rated by Moody’s and serviced by the applicable servicer prior to the time of determination, if Xxxxx’x is the non-responding Rating Agency, as applicable. Promptly following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 1.7(a) following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Master Servicer or Special Servicer, as the case may be, shall provide electronic written notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 5.7 of this Agreement. (b) Notwithstanding anything to the contrary in this Section 1.7, for purposes of the provisions of any collateral Mortgage Loan document relating to defeasance (including without limitation the Trust Loantype of collateral acceptable for use as defeasance collateral), release or substitution of any collateral, any Rating Agency Confirmation requirement that in the Mortgage Loan documents with respect to which the Master Servicer or Special Servicer would have been permitted required to waive pursuant make the determination described in Section 1.7(a) shall be deemed not to this Agreement will not apply without regardless of any such determination by the Requesting Party (or, if the Requesting Party is the related Mortgagor, the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans and REO Loans), as applicable); provided, that the Requesting Party (or the Master Servicer or the Special Servicer, as applicable) (it being understood that the Requesting Party (or the Servicer, or the Special Servicer, as applicable) will shall in any event review the other conditions required under the related Mortgage Loan Documents documents with respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Accepted Servicing Practices Standard that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)), and . (yc) with respect to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer or Special Servicer is a Qualified Servicer. For all other matters or actions (a) not specifically discussed above in clauses (xSection 1.7(a) or (y) or (b) that are not the subject of a Rating Agency Declinationabove, the applicable Requesting Party shall be required to obtain deliver a Rating Agency Confirmation from the each Rating Agency. (d) Unless otherwise indicated herein, all notices and Rating Agency Communications and requests for Rating Agency Confirmations to the Rating Agencies shall be in writing and sent by first class mail, telecopy, electronic mail or overnight courier, as follows: If to DBRS, to: DBRS, Inc. 000 X. Xxxxxx, Suite 100 Chicago, Illinois 60606 Fax: (000) 000-0000 Attention: Commercial Mortgage Surveillance Email: xxxx.xxxxxxxxxxxx@xxxx.xxx If to Moody’s, to: Xxxxx’x Investors Service, Inc. 0 Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax: (000) 000-0000 Attention: Commercial Mortgage Surveillance Group Email: XXXXXxxxxxxxxxxx@xxxxxx.xxx or at such other address as shall be provided in writing to the Depositor by such Rating Agency, which other address the Depositor shall promptly provide to the other parties hereto. (e) The delivery of any notice, document, information or communication to a Rating Agency shall be subject to Section 5.7. Any Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator, the Custodian or Trustee, as applicable, pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 5.7.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7)

Rating Agency Confirmations. (a) Notwithstanding the terms of any related Mortgage Loan Documents, the Co-Lender Agreement documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from the each Rating Agency has made a request to the any Rating Agency for such Rating Agency Confirmation and, within ten (10) 10 Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, the such Rating Agency has not replied to such request or has responded in a manner that indicates that the such Rating Agency is neither reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then (i) such Requesting Party shall be required (without providing notice to the 17g-5 Information Provider) to (i) confirm that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to the either such Rating Agency Confirmation request within five (5) 5 Business Days of such confirmation second request or such second request (after seeking to confirm that the Rating Agency received has responded in a manner that indicates it is neither reviewing such second request nor waiving the requirement for Rating Agency Confirmation request)Confirmation, as applicable, then (x) with respect to any such condition in the any Mortgage Loan Documents document requiring a such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loan Loans (other than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is a Loan Borrowerthe related Mortgagor, then the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special ServicerServicer (with respect to Specially Serviced Mortgage Loans and REO Loans), as applicable) will be required to shall determine, in accordance with its duties under this Agreement and and, in the case of the Master Servicer or the Special Servicer, in accordance with Accepted the Servicing PracticesStandard, whether or not such action would be in the best interest interests of Certificateholdersthe Certificateholders and, in the case of an A/B Whole Loan or Loan Pair, Certificateholders and any holder of the related B Note or Serviced Companion Loan (as a collective whole as if such Certificateholders and B Note or Serviced Companion Loan holder constituted a single lender), and if the Requesting Party (or, if the Requesting Party is a Loan Borrowerthe related Mortgagor, then the Master Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of the Certificateholderssuch parties, then the requirement for a Rating Agency Confirmation will be deemed not apply to apply, and (provided, however, that y) with respect to a replacement of the release Master Servicer or Special Servicer, such condition shall be deemed to be satisfied if (i) if Fitch is the non-responding Rating Agency, the applicable replacement is rated at least “CMS3” (in the case of the Master Servicer) or “CSS3” (in the case of the Special Servicer); or (ii) if Fitch is not the non-responding Rating Agency, the non-responding Rating Agency 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 CMBS transaction rated by such non-responding Rating Agency and serviced by the applicable servicer prior to the time of determination. Promptly following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 1.7(a) following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Master Servicer or Special Servicer, as the case may be, shall provide electronic written notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 5.7 of this Agreement. (b) Notwithstanding anything to the contrary in this Section 1.7, for purposes of the provisions of any collateral Mortgage Loan document relating to defeasance (including without limitation the Trust Loantype of collateral acceptable for use as defeasance collateral), release or substitution of any collateral, any Rating Agency Confirmation requirement that in the Mortgage Loan documents with respect to which the Master Servicer or Special Servicer would have been permitted required to waive pursuant make the determination described in Section 1.7(a) shall be deemed not to this Agreement will not apply without regardless of any such determination by the Requesting Party (or, if the Requesting Party is the related Mortgagor, the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans and REO Loans), as applicable); provided, that the Requesting Party (or the Master Servicer or the Special Servicer, as applicable) (it being understood that the Requesting Party (or the Servicer, or the Special Servicer, as applicable) will shall in any event review the other conditions required under the related Mortgage Loan Documents documents with respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Accepted Servicing Practices Standard that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)), and . (yc) with respect to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer or Special Servicer is a Qualified Servicer. For all other matters or actions (a) not specifically discussed above in clauses (xSection 1.7(a) or (y) or (b) that are not the subject of a Rating Agency Declinationabove, the applicable Requesting Party shall be required to obtain deliver a Rating Agency Confirmation from the each Rating Agency. (d) Unless otherwise indicated herein, all notices and Rating Agency Communications and requests for Rating Agency Confirmations to the Rating Agencies shall be in writing and sent by first class mail, telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: Fitch, Inc. Oxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax: (000) 000-0000 Attention: Commercial Mortgage Surveillance Email: ixxx.xxxx@xxxxxxxxxxxx.xxx If to KBRA, to: Kxxxx Bond Rating Agency, Inc. 800 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: CMBS Surveillance Email: CXXXXxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx If to Moody’s, to: Mxxxx’x Investors Service, Inc. 7 Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax: (000) 000-0000 Attention: Commercial Mortgage Surveillance Group Email: CXXXXxxxxxxxxxxx@xxxxxx.xxx or at such other address as shall be provided in writing to the Depositor by such Rating Agency, which other address the Depositor shall promptly provide to the other parties hereto. (e) The delivery of any notice, document, information or communication to a Rating Agency shall be subject to Section 5.7. Any Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator, the Custodian or Trustee, as applicable, pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 5.7.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10)

Rating Agency Confirmations. (a) Notwithstanding the terms of any related Mortgage Loan Documents, the Co-Lender Agreement documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from the each Rating Agency has made a request to the any Rating Agency for such Rating Agency Confirmation and, within ten (10) 10 Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, the such Rating Agency has not replied to such request or has responded in a manner that indicates that the such Rating Agency is neither reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then (i) such Requesting Party shall be required (without providing notice to the 17g-5 Information Provider) to (i) confirm that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to the either such Rating Agency Confirmation request within five (5) 5 Business Days of such confirmation second request or such second request (after seeking to confirm that the Rating Agency received has responded in a manner that indicates it is neither reviewing such second request nor waiving the requirement for Rating Agency Confirmation request)Confirmation, as applicable, then (x) with respect to any such condition in the any Mortgage Loan Documents document requiring a such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loan Loans (other than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is a Loan Borrowerthe related Mortgagor, then the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special ServicerServicer (with respect to Specially Serviced Mortgage Loans and REO Loans), as applicable) will be required to shall determine, in accordance with its duties under this Agreement and and, in the case of the Master Servicer or the Special Servicer, in accordance with Accepted the Servicing PracticesStandard, whether or not such action would be in the best interest interests of Certificateholdersthe Certificateholders and, in the case of an A/B Whole Loan or Loan Pair, Certificateholders and any holder of the related B Note or Serviced Companion Loan (as a collective whole as if such Certificateholders and B Note or Serviced Companion Loan holder constituted a single lender), and if the Requesting Party (or, if the Requesting Party is a Loan Borrowerthe related Mortgagor, then the Master Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of the Certificateholderssuch parties, then the requirement for a Rating Agency Confirmation will be deemed not apply to apply, and (provided, however, that y) with respect to a replacement of the release Master Servicer or Special Servicer, such condition shall be deemed to be satisfied if (i) if Fitch is the non-responding Rating Agency, the applicable replacement is rated at least “CMS3” (in the case of the Master Servicer) or “CSS3” (in the case of the Special Servicer); or (ii) if Fitch is not the non-responding Rating Agency, the non-responding Rating Agency 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 CMBS transaction rated by such non-responding Rating Agency and serviced by the applicable servicer prior to the time of determination. Promptly following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 1.7(a) following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Master Servicer or Special Servicer, as the case may be, shall provide electronic written notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 5.7 of this Agreement. (b) Notwithstanding anything to the contrary in this Section 1.7, for purposes of the provisions of any collateral Mortgage Loan document relating to defeasance (including without limitation the Trust Loantype of collateral acceptable for use as defeasance collateral), release or substitution of any collateral, any Rating Agency Confirmation requirement that in the Mortgage Loan documents with respect to which the Master Servicer or Special Servicer would have been permitted required to waive pursuant make the determination described in Section 1.7(a) shall be deemed not to this Agreement will not apply without regardless of any such determination by the Requesting Party (or, if the Requesting Party is the related Mortgagor, the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans and REO Loans), as applicable); provided, that the Requesting Party (or the Master Servicer or the Special Servicer, as applicable) (it being understood that the Requesting Party (or the Servicer, or the Special Servicer, as applicable) will shall in any event review the other conditions required under the related Mortgage Loan Documents documents with respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Accepted Servicing Practices Standard that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)), and . (yc) with respect to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer or Special Servicer is a Qualified Servicer. For all other matters or actions (a) not specifically discussed above in clauses (xSection 1.7(a) or (y) or (b) that are not the subject of a Rating Agency Declinationabove, the applicable Requesting Party shall be required to obtain deliver a Rating Agency Confirmation from the each Rating Agency. (d) Unless otherwise indicated herein, all notices and Rating Agency Communications and requests for Rating Agency Confirmations to the Rating Agencies shall be in writing and sent by first class mail, telecopy, electronic mail or overnight courier, as follows: Fitch Ratings, Inc. Oxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax: (000) 000-0000 Attention: Commercial Mortgage Surveillance Email: ixxx.xxxx@xxxxxxxxxxxx.xxx Kxxxx Bond Rating Agency, Inc. 800 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: CMBS Surveillance Email: CXXXXxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx If to Moody’s, to: Mxxxx’x Investors Service, Inc. 7 Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax: (000) 000-0000 Attention: Commercial Mortgage Surveillance Group Email: CXXXXxxxxxxxxxxx@xxxxxx.xxx or at such other address as shall be provided in writing to the Depositor by such Rating Agency, which other address the Depositor shall promptly provide to the other parties hereto. (e) The delivery of any notice, document, information or communication to a Rating Agency shall be subject to Section 5.7. Any Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator, the Custodian or Trustee, as applicable, pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 5.7.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C13), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C13)

Rating Agency Confirmations. (a) Notwithstanding the terms of any related Mortgage Loan Documents, the Co-Lender Agreement documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from the each Rating Agency has made a request to the any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, the such Rating Agency has not replied to such request or has responded in a manner that indicates that the such Rating Agency is neither reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then (i) such Requesting Party shall be required (without providing notice to the 17g-5 Information Provider) to (i) confirm that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to the either such Rating Agency Confirmation request within five (5) Business Days of such confirmation second request or such second request (after seeking to confirm that the Rating Agency received has responded in a manner that indicates it is neither reviewing such second request nor waiving the requirement for Rating Agency Confirmation request)Confirmation, as applicable, then (x) with respect to any such condition in the any Mortgage Loan Documents document requiring a such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loan Loans (other than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is a Loan Borrowerthe related Mortgagor, then the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special ServicerServicer (with respect to Specially Serviced Mortgage Loans and REO Loans), as applicable) will be required to shall determine, in accordance with its duties under this Agreement and and, in the case of the Master Servicer or the Special Servicer, in accordance with Accepted the Servicing PracticesStandard, whether or not such action would be in the best interest interests of Certificateholdersthe Certificateholders and, in the case of an A/B Whole Loan or Loan Pair, Certificateholders and any holder of the related B Note or Serviced Companion Loan (as a collective whole as if such Certificateholders and B Note or Serviced Companion Loan holder constituted a single lender), and if the Requesting Party (or, if the Requesting Party is a Loan Borrowerthe related Mortgagor, then the Master Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of the Certificateholderssuch parties, then the requirement for a Rating Agency Confirmation will be deemed not apply to apply, and (provided, however, that y) with respect to a replacement of the release Master Servicer or Special Servicer, such condition shall be deemed to be satisfied if (i) if Fitch is the non-responding Rating Agency, the applicable replacement is rated at least “CMS3” (in the case of the Master Servicer) or “CSS3” (in the case of the Special Servicer); or (ii) if Fitch is not the non-responding Rating Agency, the non-responding Rating Agency 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 CMBS transaction rated by such non-responding Rating Agency and serviced by the applicable servicer prior to the time of determination. Promptly following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 1.7(a) following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Master Servicer or Special Servicer, as the case may be, shall provide electronic written notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 5.7 of this Agreement. (b) Notwithstanding anything to the contrary in this Section 1.7, for purposes of the provisions of any collateral Mortgage Loan document relating to defeasance (including without limitation the Trust Loantype of collateral acceptable for use as defeasance collateral), release or substitution of any collateral, any Rating Agency Confirmation requirement that in the Mortgage Loan documents with respect to which the Master Servicer or Special Servicer would have been permitted required to waive pursuant make the determination described in Section 1.7(a) shall be deemed not to this Agreement will not apply without regardless of any such determination by the Requesting Party (or, if the Requesting Party is the related Mortgagor, the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans and REO Loans), as applicable); provided, that the Requesting Party (or the Master Servicer or the Special Servicer, as applicable) (it being understood that the Requesting Party (or the Servicer, or the Special Servicer, as applicable) will shall in any event review the other conditions required under the related Mortgage Loan Documents documents with respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Accepted Servicing Practices Standard that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)), and . (yc) with respect to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer or Special Servicer is a Qualified Servicer. For all other matters or actions (a) not specifically discussed above in clauses (xSection 1.7(a) or (y) or (b) that are not the subject of a Rating Agency Declinationabove, the applicable Requesting Party shall be required to obtain deliver a Rating Agency Confirmation from the each Rating Agency. (d) Unless otherwise indicated herein, all notices and Rating Agency Communications and requests for Rating Agency Confirmations to the Rating Agencies shall be in writing and sent by first class mail, telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: Fitch Ratings, Inc. 00 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax: (000) 000-0000 Attention: Commercial Mortgage Surveillance Email: xxxx.xxxx@xxxxxxxxxxxx.xxx If to KBRA, to: Xxxxx Bond Rating Agency, Inc. 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: CMBS Surveillance Email: XXXXXxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx If to Moody’s, to: Xxxxx’x Investors Service, Inc. 0 Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax: (000) 000-0000 Attention: Commercial Mortgage Surveillance Group Email: XXXXXxxxxxxxxxxx@xxxxxx.xxx or at such other address as shall be provided in writing to the Depositor by such Rating Agency, which other address the Depositor shall promptly provide to the other parties hereto. (e) The delivery of any notice, document, information or communication to a Rating Agency shall be subject to Section 5.7. Any Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator, the Custodian or Trustee, as applicable, pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 5.7.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16)

Rating Agency Confirmations. (a) Notwithstanding the terms of any related Mortgage Loan Documents, the Co-Lender Agreement documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from the each Rating Agency has made a request to the any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, the such Rating Agency has not replied to such request or has responded in a manner that indicates that the such Rating Agency is neither reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then (i) such Requesting Party shall be required (without providing notice to the 17g-5 Information Provider) to (i) confirm that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to the either such Rating Agency Confirmation request within five (5) Business Days of such confirmation second request or such second request (after seeking to confirm that the Rating Agency received has responded in a manner that indicates it is neither reviewing such second request nor waiving the requirement for Rating Agency Confirmation request)Confirmation, as applicable, then (x) with respect to any such condition in the any Mortgage Loan Documents document requiring a such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loan Loans (other than as set forth in clause (y) below), then the requirement for a Rating Agency Confirmation will be deemed not to apply, and (y) with respect to a replacement of the Master Servicer or Special Servicer, such condition shall be deemed to be satisfied (i) if Fitch is the non-responding Rating Agency, the applicable replacement is rated at least “CMS3” (in the case of the Master Servicer) or “CSS3” (in the case of the Special Servicer); (ii) if Mxxxx’x is the non-responding Rating Agency, the applicable replacement 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 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 transaction serviced by the applicable servicer prior to the time of determination; or (iii) if Morningstar is the non-responding Rating Agency, 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, the applicable replacement is currently acting as a 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 rated by any NRSRO, and the Trustee does not have actual knowledge that Morningstar has, and the applicable replacement master servicer or special servicer certifies that 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 transaction citing servicing concerns of the applicable replacement as the sole or material factor in such rating action. Promptly following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 1.7(a) following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Master Servicer or Special Servicer, as the case may be, shall provide electronic written notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 5.7 of this Agreement. (b) Notwithstanding anything to the contrary in this Section 1.7, for purposes of the provisions of any Mortgage Loan document relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral), release or substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents with respect to which the Master Servicer or Special Servicer would have been required to make the determination described in Section 1.7(a) shall be deemed not to apply regardless of any such determination by the Requesting Party (or, if the Requesting Party is a Loan Borrowerthe related Mortgagor, then the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans and REO Loans), as applicable); provided that the Requesting Party (or the Master Servicer or the Special Servicer, as applicable) will be required to determine, in accordance with its duties under this Agreement and in accordance with Accepted Servicing Practices, whether or not such action would be in the best interest of Certificateholders, and if the Requesting Party (or, if the Requesting Party is a Loan Borrower, then the Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of the Certificateholders, then the requirement for a Rating Agency Confirmation will not apply (provided, however, that with respect to the release of any collateral relating to the Trust Loan, any Rating Agency Confirmation requirement that the Servicer or Special Servicer would have been permitted to waive pursuant to this Agreement will not apply without any such determination by the Requesting Party (or the Servicer or the Special Servicer, as applicable) (it being understood that the Requesting Party (or the Servicer, or the Special Servicer, as applicable) will shall in any event review the other conditions required under the related Mortgage Loan Documents documents with respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Accepted Servicing Practices Standard that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)), and . (yc) with respect to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer or Special Servicer is a Qualified Servicer. For all other matters or actions (a) not specifically discussed above in clauses (xSection 1.7(a) or (y) or (b) that are not the subject of a Rating Agency Declinationabove, the applicable Requesting Party shall be required to obtain deliver a Rating Agency Confirmation from the each Rating Agency. (d) Unless otherwise indicated herein, all notices and Rating Agency Communications and requests for Rating Agency Confirmations to the Rating Agencies shall be in writing and sent by first class mail, telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: Fitch Ratings, Inc. Oxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile Number: (000) 000-0000 Attention: Commercial Mortgage Surveillance Email: ixxx.xxxx@xxxxxxxxxxxx.xxx If to Morningstar, to: Morningstar Credit Ratings, LLC 400 Xxxxxxx Xxxx, Xxxxx X Xxxxxxx, Xxxxxxxxxxxx 00000 Attention: CMBS Surveillance Facsimile Number: (000) 000-0000 Email: cxxxxxxxxxx@xxxxxxxxxxx.xxx If to Moody’s, to: Mxxxx’x Investors Service, Inc.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11)

Rating Agency Confirmations. (a) Notwithstanding the terms of any related Mortgage Loan Documents, the Co-Lender Agreement documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from the each Rating Agency has made a request to the any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, the such Rating Agency has not replied to such request or has responded in a manner that indicates that the such Rating Agency is neither reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then (i) such Requesting Party shall be required (without providing notice to the 17g-5 Information Provider) to (i) confirm that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to the either such Rating Agency Confirmation request within five (5) Business Days of such confirmation second request or such second request (after seeking to confirm that the Rating Agency received has responded in a manner that indicates it is neither reviewing such second request nor waiving the requirement for Rating Agency Confirmation request)Confirmation, as applicable, then (x) with respect to any such condition in the any Mortgage Loan Documents document requiring a such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loan Loans (other than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is a Loan Borrowerthe related Mortgagor, then the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special ServicerServicer (with respect to Specially Serviced Mortgage Loans and REO Loans), as applicable) will be required to shall determine, in accordance with its duties under this Agreement and and, in the case of the Master Servicer or the Special Servicer, in accordance with Accepted the Servicing PracticesStandard, whether or not such action would be in the best interest interests of Certificateholdersthe Certificateholders and, in the case of an A/B Whole Loan or Loan Pair, Certificateholders and any holder of the related B Note or Serviced Companion Loan (as a collective whole as if such Certificateholders and B Note or Serviced Companion Loan holder constituted a single lender), and if the Requesting Party (or, if the Requesting Party is a Loan Borrowerthe related Mortgagor, then the Master Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of the Certificateholderssuch parties, then the requirement for a Rating Agency Confirmation will be deemed not apply (providedto apply, however, that with respect to the release of any collateral relating to the Trust Loan, any Rating Agency Confirmation requirement that the Servicer or Special Servicer would have been permitted to waive pursuant to this Agreement will not apply without any such determination by the Requesting Party (or the Servicer or the Special Servicer, as applicable) (it being understood that the Requesting Party (or the Servicer, or the Special Servicer, as applicable) will in any event review the conditions required under the Loan Documents with respect to such release and confirm to its satisfaction in accordance with the Accepted Servicing Practices that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)), and (y) with respect to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer or Special Servicer is a Qualified Servicer. For all other matters or actions (a) not specifically discussed above in clauses (x) or (y) or (b) that are not the subject of a Rating Agency Declination, the applicable Requesting Party shall be required to obtain a Rating Agency Confirmation from the Rating Agency.and

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15)

Rating Agency Confirmations. (a) Notwithstanding the terms of any related Mortgage Loan Documents, the Co-Lender Agreement documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from the each Rating Agency has made a request to the any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, the such Rating Agency has not replied to such request or has responded in a manner that indicates that the such Rating Agency is neither reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then (i) such Requesting Party shall be required (without providing notice to the 17g-5 Information Provider) to (i) confirm that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to the either such Rating Agency Confirmation request within five (5) Business Days of such confirmation second request or such second request (after seeking to confirm that the Rating Agency received has responded in a manner that indicates it is neither reviewing such second request nor waiving the requirement for Rating Agency Confirmation request)Confirmation, as applicable, then (x) with respect to any such condition in the any Mortgage Loan Documents document requiring a such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loan Loans (other than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is a Loan Borrowerthe related Mortgagor, then the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special ServicerServicer (with respect to Specially Serviced Mortgage Loans and REO Loans), as applicable) will be required to shall determine, in accordance with its duties under this Agreement and and, in the case of the Master Servicer or the Special Servicer, in accordance with Accepted the Servicing PracticesStandard, whether or not such action would be in the best interest interests of Certificateholdersthe Certificateholders and, in the case of an A/B Whole Loan or Loan Pair, Certificateholders and any holder of the related B Note or Serviced Companion Loan (as a collective whole as if such Certificateholders and B Note or Serviced Companion Loan holder constituted a single lender), and if the Requesting Party (or, if the Requesting Party is a Loan Borrowerthe related Mortgagor, then the Master Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of the Certificateholderssuch parties, then the requirement for a Rating Agency Confirmation will be deemed not apply to apply, and (provided, however, that y) with respect to a replacement of the release Master Servicer or Special Servicer, such condition shall be deemed to be satisfied if (i) if Fitch is the non-responding Rating Agency, the applicable replacement is rated at least “CMS3” (in the case of the Master Servicer) or “CSS3” (in the case of the Special Servicer); or (ii) if Fitch is not the non-responding Rating Agency, the non-responding Rating Agency 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 CMBS transaction rated by such non-responding Rating Agency and serviced by the applicable servicer prior to the time of determination. Promptly following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 1.7(a) following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Master Servicer or Special Servicer, as the case may be, shall provide electronic written notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 5.7 of this Agreement. (b) Notwithstanding anything to the contrary in this Section 1.7, for purposes of the provisions of any collateral Mortgage Loan document relating to defeasance (including without limitation the Trust Loantype of collateral acceptable for use as defeasance collateral), release or substitution of any collateral, any Rating Agency Confirmation requirement that in the Mortgage Loan documents with respect to which the Master Servicer or Special Servicer would have been permitted required to waive pursuant make the determination described in Section 1.7(a) shall be deemed not to this Agreement will not apply without regardless of any such determination by the Requesting Party (or, if the Requesting Party is the related Mortgagor, the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans and REO Loans), as applicable); provided, that the Requesting Party (or the Master Servicer or the Special Servicer, as applicable) (it being understood that the Requesting Party (or the Servicer, or the Special Servicer, as applicable) will shall in any event review the other conditions required under the related Mortgage Loan Documents documents with respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Accepted Servicing Practices Standard that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)), and . (yc) with respect to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer or Special Servicer is a Qualified Servicer. For all other matters or actions (a) not specifically discussed above in clauses (xSection 1.7(a) or (y) or (b) that are not the subject of a Rating Agency Declinationabove, the applicable Requesting Party shall be required to obtain deliver a Rating Agency Confirmation from the each Rating Agency. (d) Unless otherwise indicated herein, all notices and Rating Agency Communications and requests for Rating Agency Confirmations to the Rating Agencies shall be in writing and sent by first class mail, telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: Fitch Ratings, Inc. Xxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax: (000) 000-0000 Attention: Commercial Mortgage Surveillance Email: xxxx.xxxx@xxxxxxxxxxxx.xxx If to DBRS, to: DBRS, Inc. 000 X. Xxxxxx, Suite 100 Chicago, Illinois 60606 Fax: (000) 000-0000 Attention: Commercial Mortgage Surveillance Email: xxxx.xxxxxxxxxxxx@xxxx.xxx If to Moody’s, to: Xxxxx’x Investors Service, Inc. 0 Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax: (000) 000-0000 Attention: Commercial Mortgage Surveillance Group Email: XXXXXxxxxxxxxxxx@xxxxxx.xxx or at such other address as shall be provided in writing to the Depositor by such Rating Agency, which other address the Depositor shall promptly provide to the other parties hereto. (e) The delivery of any notice, document, information or communication to a Rating Agency shall be subject to Section 5.7. Any Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator, the Custodian or Trustee, as applicable, pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 5.7.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14)

Rating Agency Confirmations. (a) Notwithstanding the terms of any Loan Documents, the Co-Lender Agreement Documents or other provisions of this Agreement, if any action under any Loan Documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from the each Rating Agency has made a request to the any such Rating Agency for such Rating Agency Confirmation and, within ten (10) 10 Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, the such Rating Agency has not replied to such request or has responded in a manner that indicates that the such Rating Agency is neither reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then such Requesting Party shall be required (without providing notice to the 17g-5 Information ProviderDepositor) to (i) confirm that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to the either Rating Agency Confirmation request within five (5) 5 Business Days of such confirmation or such second request (after seeking to confirm that the applicable Rating Agency received such second Rating Agency Confirmation request), as applicable, then (x) with respect to any condition in the Loan Documents requiring a Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Whole Loan (other than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is a the Loan Borrower, then the Servicer or the Special Servicer, as applicable) will be required to determine, in accordance with its duties under this Agreement and in accordance with Accepted Servicing Practices, whether or not such action would be in the best interest of Certificateholders, and if the Requesting Party (or, if the Requesting Party is a the Loan Borrower, then the Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of the Certificateholders, then the requirement for a Rating Agency Confirmation will not apply (provided, however, that with respect to the release or substitution of any collateral relating to the Trust Loan, any Rating Agency Confirmation requirement that the Servicer or Special Servicer would have been permitted to waive pursuant to this Agreement will not apply without any such determination by the Requesting Party (or the Servicer or the Special Servicer, as applicable) (it being understood that the Requesting Party (or the Servicer, or the Special Servicer, as applicable) will in any event review the conditions required under the Loan Documents with respect to such release and confirm to its satisfaction in accordance with the Accepted Servicing Practices that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)), and (y) with respect to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer or Special Servicer is a Qualified Servicer. For all other matters or actions (a) not specifically discussed above in clauses (x) or (y) or (b) that are not the subject of a Rating Agency Declination, the applicable Requesting Party shall be required to obtain a Rating Agency Confirmation from each of the Rating Agencies. (b) Any Rating Agency Confirmation requests made by the Servicer, Special Servicer, the Certificate Administrator or Trustee, as applicable, pursuant to this Agreement, shall be made in writing (an email shall be sufficient as a writing), which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material the Servicer, Special Servicer, the Certificate Administrator or Trustee, as applicable, reasonably deems necessary for the Rating Agency) (including those for Companion Loan Securities) to process such request. Subject to Section 10.17, the Servicer, the Special Servicer, Certificate Administrator or the Trustee, as applicable, shall furnish such written Rating Agency Confirmation request to each of the Rating Agencies. (c) Promptly following the Special Servicer’s determination to take any action described in Section 3.26(a) without receiving Rating Agency Confirmation, the Special Servicer shall, subject to Section 10.17, provide written notice to the Rating Agencies. (d) Each Certificateholder, by its acceptance of the Certificates, acknowledges and agrees to the foregoing with respect to Rating Agency Confirmations.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5), Trust and Servicing Agreement (GS Mortgage Securities Trust 2017-Gs5)

Rating Agency Confirmations. (a) Notwithstanding the terms of any Loan Documents, the Co-Lender Intercreditor Agreement or other provisions of this Agreement, if any action under any Loan Documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from the each Rating Agency has made a request to the any such Rating Agency for such Rating Agency Confirmation and, within ten (10) 10 Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, the such Rating Agency has not replied to such request or has responded in a manner that indicates that the such Rating Agency is neither reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then such Requesting Party shall be required (without providing notice to the 17g-5 Information Provider) to (i) confirm that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to the either Rating Agency Confirmation request within five (5) 5 Business Days of such confirmation or such second request (after seeking to confirm that the applicable Rating Agency received such second Rating Agency Confirmation request), as applicable, then (x) with respect to any condition in the Loan Documents requiring a Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Whole Loan (other than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is a Loan Borrower, then the Servicer or the Special Servicer, as applicable) will be required to determine, in accordance with its duties under this Agreement and in accordance with Accepted Servicing Practices, whether or not such action would be in the best interest of Certificateholders, and if the Requesting Party (or, if the Requesting Party is a Loan Borrower, then the Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of the Certificateholders, then the requirement for a Rating Agency Confirmation will not apply (provided, however, that with respect to the release or substitution of any collateral relating to the Trust Loan, any Rating Agency Confirmation requirement that the Servicer or Special Servicer would have been permitted to waive pursuant to this Agreement will not apply without any such determination by the Requesting Party (or the Servicer or the Special Servicer, as applicable) (it being understood that the Requesting Party (or the Servicer, or the Special Servicer, as applicable) will in any event review the conditions required under the Loan Documents with respect to such release and confirm to its satisfaction in accordance with the Accepted Servicing Practices that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)), and (y) with respect to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer or Special Servicer is a Qualified Servicer. For all other matters or actions (a) not specifically discussed above in clauses (x) or (y) or (b) that are not the subject of a Rating Agency Declination, the applicable Requesting Party shall be required to obtain a Rating Agency Confirmation from each of the Rating AgencyAgencies. (b) Any Rating Agency Confirmation requests made by the Servicer, Special Servicer, the Certificate Administrator or Trustee, as applicable, pursuant to this Agreement, shall be made in writing (an email shall be sufficient as a writing), which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material the Servicer, Special Servicer, the Certificate Administrator or Trustee, as applicable, reasonably deems necessary for the Rating Agencies (including those for Companion Loan Securities) to process such request. Subject to Section 10.17, the Servicer, the Special Servicer, Certificate Administrator or the Trustee, as applicable, shall furnish such written Rating Agency Confirmation request to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 10.16 in accordance with the delivery instructions set forth in Section 10.5. (c) Promptly following the Special Servicer’s determination to take any action described in Section 3.26(a) without receiving Rating Agency Confirmation, the Special Servicer shall, subject to Section 10.17, provide written notice of such determination to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 10.16. (d) Each Certificateholder, by its acceptance of the Certificates, acknowledges and agrees to the foregoing with respect to Rating Agency Confirmations.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (CSAIL 2017-Cx9 Commercial Mortgage Trust), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2017-C39)

Rating Agency Confirmations. (a) Notwithstanding the terms of any Loan Documents, the Co-Lender Intercreditor Agreement or other provisions of this Agreement, if any action under any Loan Documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from the each Rating Agency has made a request to the any such Rating Agency for such Rating Agency Confirmation and, within ten (10) 10 Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, the such Rating Agency has not replied to such request or has responded in a manner that indicates that the such Rating Agency is neither reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then such Requesting Party shall be required (without providing notice to the 17g-5 Information ProviderDepositor) to (i) confirm that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to the either Rating Agency Confirmation request within five (5) 5 Business Days of such confirmation or such second request (after seeking to confirm that the applicable Rating Agency received such second Rating Agency Confirmation request), as applicable, then (x) with respect to any condition in the Loan Documents requiring a Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Whole Loan (other than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is a Loan Borrower, then the Servicer or the Special Servicer, as applicable) will be required to determine, in accordance with its duties under this Agreement and in accordance with Accepted Servicing Practices, whether or not such action would be in the best interest of Certificateholders, and if the Requesting Party (or, if the Requesting Party is a Loan Borrower, then the Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of the Certificateholders, then the requirement for a Rating Agency Confirmation will not apply (provided, however, that with respect to the release or substitution of any collateral relating to the Trust Loan, any Rating Agency Confirmation requirement that the Servicer or Special Servicer would have been permitted to waive pursuant to this Agreement will not apply without any such determination by the Requesting Party (or the Servicer or the Special Servicer, as applicable) (it being understood that the Requesting Party (or the Servicer, or the Special Servicer, as applicable) will in any event review the conditions required under the Loan Documents with respect to such release or substitution (if applicable) and confirm to its satisfaction in accordance with the Accepted Servicing Practices that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)), and (y) with respect to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer or Special Servicer is a Qualified Servicer. For all other matters or actions (a) not specifically discussed above in clauses (x) or (y) or (b) that are not the subject of a Rating Agency Declination, the applicable Requesting Party shall be required to obtain a Rating Agency Confirmation from each of the Rating Agencies. (b) Any Rating Agency Confirmation requests made by the Servicer, Special Servicer, the Certificate Administrator or Trustee, as applicable, pursuant to this Agreement, shall be made in writing (an email shall be sufficient as a writing), which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material the Servicer, Special Servicer, the Certificate Administrator or Trustee, as applicable, reasonably deems necessary for the Rating Agency) (including those for Companion Loan Securities) to process such request. Subject to Section 10.17, the Servicer, the Special Servicer, Certificate Administrator or the Trustee, as applicable, shall furnish such written Rating Agency Confirmation request to each of the Rating Agencies. (c) Promptly following the Special Servicer’s determination to take any action described in Section 3.26(a) without receiving Rating Agency Confirmation, the Special Servicer shall, subject to Section 10.17, provide written notice to the Rating Agencies. (d) Each Certificateholder, by its acceptance of the Certificates, acknowledges and agrees to the foregoing with respect to Rating Agency Confirmations.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (GS Mortgage Securities Trust 2016-Gs3), Trust and Servicing Agreement (Gs Mortgage Securities Corp Ii)

Rating Agency Confirmations. (a) Notwithstanding the terms of any related Mortgage Loan Documents, the Co-Lender Agreement documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from the each Rating Agency has made a request to the any Rating Agency for such Rating Agency Confirmation and, within ten (10) 10 Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, the such Rating Agency has not replied to such request or has responded in a manner that indicates that the such Rating Agency is neither reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then (i) such Requesting Party shall be required (without providing notice to the 17g-5 Information Provider) to (i) confirm that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to the either such Rating Agency Confirmation request within five (5) 5 Business Days of such confirmation second request or such second request (after seeking to confirm that the Rating Agency received has responded in a manner that indicates it is neither reviewing such second request nor waiving the requirement for Rating Agency Confirmation request)Confirmation, as applicable, then (x) with respect to any such condition in the any Mortgage Loan Documents document requiring a such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loan Loans (other than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is a Loan Borrowerthe related Mortgagor, then the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special ServicerServicer (with respect to Specially Serviced Mortgage Loans and REO Loans), as applicable) will be required to shall determine, in accordance with its duties under this Agreement and in accordance with Accepted the Servicing PracticesStandard, whether or not such action would be in the best interest interests of Certificateholdersthe Certificateholders and, in the case of an A/B Whole Loan or Loan Pair, Certificateholders and any holder of the related B Note or Serviced Companion Loan (as a collective whole as if such Certificateholders and B Note or Serviced Companion Loan holder constituted a single lender), and if the Requesting Party (or, if the Requesting Party is a Loan Borrowerthe related Mortgagor, then the Master Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of the Certificateholderssuch parties, then the requirement for a Rating Agency Confirmation will be deemed not apply to apply, and (provided, however, that y) with respect to a replacement of the release Master Servicer or Special Servicer, such condition shall be deemed to be satisfied if (i) the applicable replacement is rated at least “CMS3” (in the case of the Master Servicer) or “CSS3” (in the case of the Special Servicer), if Fitch is the non-responding Rating Agency; and (ii) Moody’s 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 CMBS transaction serviced by the applicable servicer prior to the time of determination, if Mxxxx’x is the non-responding Rating Agency, as applicable. Promptly following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 1.7(a) following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Master Servicer or Special Servicer, as the case may be, shall provide electronic written notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 5.7 of this Agreement. (b) Notwithstanding anything to the contrary in this Section 1.7, for purposes of the provisions of any collateral Mortgage Loan document relating to defeasance (including without limitation the Trust Loantype of collateral acceptable for use as defeasance collateral), release or substitution of any collateral, any Rating Agency Confirmation requirement that in the Mortgage Loan documents with respect to which the Master Servicer or Special Servicer would have been permitted required to waive pursuant make the determination described in Section 1.7(a) shall be deemed not to this Agreement will not apply without regardless of any such determination by the Requesting Party (or, if the Requesting Party is the related Mortgagor, the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans and REO Loans), as applicable); provided, that the Requesting Party (or the Master Servicer or the Special Servicer, as applicable) (it being understood that the Requesting Party (or the Servicer, or the Special Servicer, as applicable) will shall in any event review the other conditions required under the related Mortgage Loan Documents documents with respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Accepted Servicing Practices Standard that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)), and . (yc) with respect to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer or Special Servicer is a Qualified Servicer. For all other matters or actions (a) not specifically discussed above in clauses (xSection 1.7(a) or (y) or (b) that are not the subject of a Rating Agency Declinationabove, the applicable Requesting Party shall be required to obtain deliver a Rating Agency Confirmation from the each Rating Agency. (d) Unless otherwise indicated herein, all notices and Rating Agency Communications and requests for Rating Agency Confirmations to the Rating Agencies shall be in writing and sent by first class mail, telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: Fitch, Inc. Oxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax: (000) 000-0000 Attention: Commercial Mortgage Surveillance Email: ixxx.xxxx@xxxxxxxxxxxx.xxx If to Moody’s, to: Mxxxx’x Investors Service, Inc. 7 Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax: (000) 000-0000 Attention: Commercial Mortgage Surveillance Group Email: CXXXXxxxxxxxxxxx@xxxxxx.xxx or at such other address as shall be provided in writing to the Depositor by such Rating Agency, which other address the Depositor shall promptly provide to the other parties hereto. (e) The delivery of any notice, document, information or communication to a Rating Agency shall be subject to Section 5.7. Any Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 5.7.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C6), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C6)

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Rating Agency Confirmations. (a) Notwithstanding the terms of any related Mortgage Loan Documents, the Co-Lender Agreement documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from the each Rating Agency has made a request to the any Rating Agency for such Rating Agency Confirmation and, within ten (10) 10 Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, the such Rating Agency has not replied to such request or has responded in a manner that indicates that the such Rating Agency is neither reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then (i) such Requesting Party shall be required (without providing notice to the 17g-5 Information Provider) to (i) confirm that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to the either such Rating Agency Confirmation request within five (5) 5 Business Days of such confirmation second request or such second request (after seeking to confirm that the Rating Agency received has responded in a manner that indicates it is neither reviewing such second request nor waiving the requirement for Rating Agency Confirmation request)Confirmation, as applicable, then (x) with respect to any such condition in the any Mortgage Loan Documents document requiring a such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loan Loans (other than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is a Loan Borrowerthe related Mortgagor, then the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special ServicerServicer (with respect to Specially Serviced Mortgage Loans and REO Loans), as applicable) will be required to shall determine, in accordance with its duties under this Agreement and in accordance with Accepted the Servicing PracticesStandard, whether or not such action would be in the best interest interests of Certificateholdersthe Certificateholders and, in the case of an A/B Whole Loan or Loan Pair, Certificateholders and any holder of the related B Note or Serviced Companion Loan (as a collective whole as if such Certificateholders and B Note or Serviced Companion Loan holder constituted a single lender), and if the Requesting Party (or, if the Requesting Party is a Loan Borrowerthe related Mortgagor, then the Master Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of the Certificateholderssuch parties, then the requirement for a Rating Agency Confirmation will be deemed not apply to apply, and (provided, however, that y) with respect to a replacement of the release Master Servicer or Special Servicer, such condition shall be deemed to be satisfied if (i) the applicable replacement is rated at least “CMS3” (in the case of the Master Servicer) or “CSS3” (in the case of the Special Servicer), if Fitch is the non-responding Rating Agency; and (ii) Moody’s 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 CMBS transaction serviced by the applicable servicer prior to the time of determination, if Mxxxx’x is the non-responding Rating Agency, as applicable. Promptly following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 1.7(a) following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Master Servicer or Special Servicer, as the case may be, shall provide electronic written notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 5.7 of this Agreement, and promptly, but not earlier than the second Business Day following delivery of such notice to the 17g-5 Information Provider, the Master Servicer or Special Servicer, as the case may be, shall deliver such notice to the Rating Agencies. (b) Notwithstanding anything to the contrary in this Section 1.7, for purposes of the provisions of any collateral Mortgage Loan document relating to defeasance (including without limitation the Trust Loantype of collateral acceptable for use as defeasance collateral), release or substitution of any collateral, any Rating Agency Confirmation requirement that in the Mortgage Loan documents with respect to which the Master Servicer or Special Servicer would have been permitted required to waive pursuant make the determination described in Section 1.7(a) shall be deemed not to this Agreement will not apply without regardless of any such determination by the Requesting Party (or, if the Requesting Party is the related Mortgagor, the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans and REO Loans), as applicable); provided, that the Requesting Party (or the Master Servicer or the Special Servicer, as applicable) (it being understood that the Requesting Party (or the Servicer, or the Special Servicer, as applicable) will shall in any event review the other conditions required under the related Mortgage Loan Documents documents with respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Accepted Servicing Practices Standard that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)), and . (yc) with respect to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer or Special Servicer is a Qualified Servicer. For all other matters or actions (a) not specifically discussed above in clauses (xSection 1.7(a) or (y) or (b) that are not the subject of a Rating Agency Declinationabove, the applicable Requesting Party shall be required to obtain deliver a Rating Agency Confirmation from the each Rating Agency. (d) All notices and Rating Agency Communications and requests for Rating Agency Confirmations to the Rating Agencies shall be in writing and sent by first class mail, telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: Fitch, Inc. Oxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, XX 00000 Fax: (000) 000-0000 Attention: Commercial Mortgage Surveillance Email: ixxx.xxxx@xxxxxxxxxxxx.xxx If to Moody’s, to: Mxxxx’x Investors Service, Inc. 7 Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax: (000) 000-0000 Attention: Commercial Mortgage Surveillance Group Email: CXXXXxxxxxxxxxxx@xxxxxx.xxx or at such other address as shall be provided in writing to the Depositor by such Rating Agency, which other address the Depositor shall promptly provide to the other parties hereto. (e) The delivery of any notice, document, information or communication to a Rating Agency shall be subject to Section 5.7. Any Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator, the Custodian or Trustee, as applicable, pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 5.7, and promptly but not earlier than the second (2nd) Business Day following such delivery to the 17g-5 Information Provider, the Master Servicer, Special Servicer, Certificate Administrator, the Custodian or Trustee, as applicable, shall be required to send the Rating Agency Confirmation request to the Rating Agencies in accordance with the delivery instructions set forth in clause (d) above.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5)

Rating Agency Confirmations. (a) Notwithstanding the terms of any Loan Documents, the Co-Lender Agreement Documents or other provisions of this Agreement, if any action under any Loan Documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from the each Rating Agency has made a request to the any such Rating Agency for such Rating Agency Confirmation and, within ten (10) 10 Business Days of the Rating Agency Confirmation request being posted to the Depositor’s 17g-5 Information Provider’s Website, the such Rating Agency has not replied to such request or has responded in a manner that indicates that the such Rating Agency is neither reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then such Requesting Party shall be required (without providing notice to the 17g-5 Information ProviderDepositor) to (i) confirm that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to the either Rating Agency Confirmation request within five (5) 5 Business Days of such confirmation or such second request (after seeking to confirm that the applicable Rating Agency received such second Rating Agency Confirmation request), as applicable, then (x) with respect to any condition in the Loan Documents requiring a Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Whole Loan (other than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is a the Loan Borrower, then the Servicer or the Special Servicer, as applicable) will be required to determine, in accordance with its duties under this Agreement and in accordance with Accepted Servicing Practices, whether or not such action would be in the best interest of Certificateholders, and if the Requesting Party (or, if the Requesting Party is a the Loan Borrower, then the Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of the Certificateholders, then the requirement for a Rating Agency Confirmation will not apply (provided, however, that with respect to the release or substitution of any collateral relating to the Trust Loan, any Rating Agency Confirmation requirement that the Servicer or Special Servicer would have been permitted to waive pursuant to this Agreement will not apply without any such determination by the Requesting Party (or the Servicer or the Special Servicer, as applicable) (it being understood that the Requesting Party (or the Servicer, or the Special Servicer, as applicable) will in any event review the conditions required under the Loan Documents with respect to such release and confirm to its satisfaction in accordance with the Accepted Servicing Practices that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)), and (y) with respect to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer or Special Servicer is a Qualified Servicer. For all other matters or actions (a) not specifically discussed above in clauses (x) or (y) or (b) that are not the subject of a Rating Agency Declination, the applicable Requesting Party shall be required to obtain a Rating Agency Confirmation from each of the Rating Agencies. (b) Any Rating Agency Confirmation requests made by the Servicer, Special Servicer, the Certificate Administrator or Trustee, as applicable, pursuant to this Agreement, shall be made in writing (an email shall be sufficient as a writing), which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material the Servicer, Special Servicer, the Certificate Administrator or Trustee, as applicable, reasonably deems necessary for the Rating Agency) (including those for Companion Loan securities) to process such request. Subject to Section 10.17, the Servicer, the Special Servicer, Certificate Administrator or the Trustee, as applicable, shall furnish such written Rating Agency Confirmation request to the Depositor for posting on the Depositor’s 17g-5 Website (including those for Companion Loan securities) in accordance with the delivery instructions set forth in Section 10.5. (c) Promptly following the Special Servicer’s determination to take any action described in Section 3.26(a) without receiving Rating Agency Confirmation, the Special Servicer shall, subject to Section 10.17, provide written notice to the Rating Agencies. (d) Each Certificateholder, by its acceptance of the Certificates, acknowledges and agrees to the foregoing with respect to Rating Agency Confirmations.

Appears in 1 contract

Samples: Trust and Servicing Agreement (GS Mortgage Securities Trust 2015-Gs1)

Rating Agency Confirmations. (a) Notwithstanding the terms of any Loan Documents, the Intercreditor Agreement, the Co-Lender Agreement or other provisions of this Agreement, if any action under any Loan Documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from the Rating Agency has made a request to the Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, the Rating Agency has not replied to such request or has responded in a manner that indicates that the Rating Agency is neither reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then such Requesting Party shall be required (without providing notice to the 17g-5 Information Provider) to (i) confirm that the Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to the Rating Agency Confirmation request within five (5) Business Days of such confirmation or such second request (after seeking to confirm that the Rating Agency received such second Rating Agency Confirmation request), as applicable, then (x) with respect to any condition in the Loan Documents requiring a Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loan (other than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is a the Loan Borrower, then the Servicer or the Special Servicer, as applicable) will be required to determine, in accordance with its duties under this Agreement and in accordance with Accepted Servicing Practices, whether or not such action would be in the best interest of Certificateholders, and if the Requesting Party (or, if the Requesting Party is a the Loan Borrower, then the Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of the Certificateholders, then the requirement for a Rating Agency Confirmation will not apply (provided, however, that with respect to the release of any collateral relating to the Trust Loan, any Rating Agency Confirmation requirement that the Servicer or Special Servicer would have been permitted to waive pursuant to this Agreement will not apply without any such determination by the Requesting Party (or the Servicer or the Special Servicer, as applicable) (it being understood that the Requesting Party (or the Servicer, or the Special Servicer, as applicable) will in any event review the conditions required under the Loan Documents with respect to such release and confirm to its satisfaction in accordance with the Accepted Servicing Practices that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)), and (y) with respect to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer or Special Servicer is a Qualified Servicer. For all other matters or actions (a) not specifically discussed above in clauses (x) or (y) or (b) that are not the subject of a Rating Agency Declination, the applicable Requesting Party shall be required to obtain a Rating Agency Confirmation from the Rating Agency.

Appears in 1 contract

Samples: Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2021-C61)

Rating Agency Confirmations. (a) Notwithstanding the terms of any Loan Documents, the Co-Lender Agreement or other provisions of this Agreement, if any action under any Loan Documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from the each Rating Agency has made a request to the any such Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, the such Rating Agency has not replied to such request or has responded in a manner that indicates that the such Rating Agency is neither reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then such Requesting Party shall be required (without providing notice to the 17g-5 Information Provider) to (i) confirm that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to the either Rating Agency Confirmation request within five (5) Business Days of such confirmation or such second request (after seeking to confirm that the applicable Rating Agency received such second Rating Agency Confirmation request), as applicable, then (x) with respect to any condition in the Loan Documents requiring a Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loan (other than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is a Loan Borrower, then the Servicer or the Special Servicer, as applicable) will be required to determine, in accordance with its duties under this Agreement and in accordance with Accepted Servicing Practices, whether or not such action would be in the best interest of Certificateholders, and if the Requesting Party (or, if the Requesting Party is a Loan Borrower, then the Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of the Certificateholders, then the requirement for a Rating Agency Confirmation will not apply (provided, however, that with respect to the release or substitution of any collateral relating to the Trust Loan, any Rating Agency Confirmation requirement that the Servicer or Special Servicer would have been permitted to waive pursuant to this Agreement will not apply without any such determination by the Requesting Party (or the Servicer or the Special Servicer, as applicable) (it being understood that the Requesting Party (or the Servicer, or the Special Servicer, as applicable) will in any event review the conditions required under the Loan Documents with respect to such release and confirm to its satisfaction in accordance with the Accepted Servicing Practices that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)), and (y) with respect to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer or Special Servicer is a Qualified Servicer. For all other matters or actions (a) not specifically discussed above in clauses (x) or (y) or (b) that are not the subject of a Rating Agency Declination, the applicable Requesting Party shall be required to obtain a Rating Agency Confirmation from the each Rating Agency.

Appears in 1 contract

Samples: Trust and Servicing Agreement (CSAIL 2019-C15 Commercial Mortgage Trust)

Rating Agency Confirmations. (a) Notwithstanding the terms of any related Mortgage Loan Documents, the Co-Lender Agreement documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from the each Rating Agency has made a request to the any Rating Agency for such Rating Agency Confirmation and, within ten (10) 10 Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, the such Rating Agency has not replied to such request or has responded in a manner that indicates that the such Rating Agency is neither reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then (i) such Requesting Party shall be required (without providing notice to the 17g-5 Information Provider) to (i) confirm that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to the either such Rating Agency Confirmation request within five (5) 5 Business Days of such confirmation second request or such second request (after seeking to confirm that the Rating Agency received has responded in a manner that indicates it is neither reviewing such second request nor waiving the requirement for Rating Agency Confirmation request)Confirmation, as applicable, then (x) with respect to any such condition in the any Mortgage Loan Documents document requiring a such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loan Loans (other than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is a Loan Borrowerthe related Mortgagor, then the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special ServicerServicer (with respect to Specially Serviced Mortgage Loans and REO Loans), as applicable) will be required to shall determine, in accordance with its duties under this Agreement and and, in the case of the Master Servicer or the Special Servicer, in accordance with Accepted the Servicing PracticesStandard, whether or not such action would be in the best interest interests of Certificateholdersthe Certificateholders and, in the case of an A/B Whole Loan or Loan Pair, Certificateholders and any holder of the related B Note or Serviced Companion Loan (as a collective whole as if such Certificateholders and B Note or Serviced Companion Loan holder constituted a single lender), and if the Requesting Party (or, if the Requesting Party is a Loan Borrowerthe related Mortgagor, then the Master Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of the Certificateholderssuch parties, then the requirement for a Rating Agency Confirmation will be deemed not apply to apply, and (provided, however, that y) with respect to a replacement of the release Master Servicer or Special Servicer, such condition shall be deemed to be satisfied if the non-responding Rating Agency 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 CMBS transaction rated by such non-responding Rating Agency and serviced by the applicable servicer prior to the time of determination. Promptly following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 1.7(a) following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Master Servicer or Special Servicer, as the case may be, shall provide electronic written notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 5.7 of this Agreement. (b) Notwithstanding anything to the contrary in this Section 1.7, for purposes of the provisions of any collateral Mortgage Loan document relating to defeasance (including without limitation the Trust Loantype of collateral acceptable for use as defeasance collateral), release or substitution of any collateral, any Rating Agency Confirmation requirement that in the Mortgage Loan documents with respect to which the Master Servicer or Special Servicer would have been permitted required to waive pursuant make the determination described in Section 1.7(a) shall be deemed not to this Agreement will not apply without regardless of any such determination by the Requesting Party (or, if the Requesting Party is the related Mortgagor, the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans and REO Loans), as applicable); provided, that the Requesting Party (or the Master Servicer or the Special Servicer, as applicable) (it being understood that the Requesting Party (or the Servicer, or the Special Servicer, as applicable) will shall in any event review the other conditions required under the related Mortgage Loan Documents documents with respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Accepted Servicing Practices Standard that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)), and . (yc) with respect to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer or Special Servicer is a Qualified Servicer. For all other matters or actions (a) not specifically discussed above in clauses (xSection 1.7(a) or (y) or (b) that are not the subject of a Rating Agency Declinationabove, the applicable Requesting Party shall be required to obtain deliver a Rating Agency Confirmation from the each Rating Agency. (d) Unless otherwise indicated herein, all notices and Rating Agency Communications and requests for Rating Agency Confirmations to the Rating Agencies shall be in writing and sent by first class mail, telecopy, electronic mail or overnight courier, as follows: If to DBRS, to: DBRS, Inc. 000 X. Xxxxxx, Suite 100 Chicago, Illinois 60606 Fax: (000) 000-0000 Attention: Commercial Mortgage Surveillance Email: xxxx.xxxxxxxxxxxx@xxxx.xxx If to KBRA, to: Xxxxx Bond Rating Agency, Inc. 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: CMBS Surveillance Email: XXXXXxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx If to Moody’s, to: Xxxxx’x Investors Service, Inc. 0 Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax: (000) 000-0000 Attention: Commercial Mortgage Surveillance Group Email: XXXXXxxxxxxxxxxx@xxxxxx.xxx or at such other address as shall be provided in writing to the Depositor by such Rating Agency, which other address the Depositor shall promptly provide to the other parties hereto. (e) The delivery of any notice, document, information or communication to a Rating Agency shall be subject to Section 5.7. Any Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator, the Custodian or Trustee, as applicable, pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 5.7.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C9)

Rating Agency Confirmations. (a) Notwithstanding the terms of any related Mortgage Loan Documents, the Co-Lender Agreement documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from the each Rating Agency has made a request to the any Rating Agency for such Rating Agency Confirmation and, within ten (10) 10 Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, the such Rating Agency has not replied to such request or has responded in a manner that indicates that the such Rating Agency is neither reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then (i) such Requesting Party shall be required (without providing notice to the 17g-5 Information Provider) to (i) confirm that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to the either such Rating Agency Confirmation request within five (5) Business Days of such confirmation second request or such second request (after seeking to confirm that the Rating Agency received has responded in a manner that indicates it is neither reviewing such second request nor waiving the requirement for Rating Agency Confirmation request)Confirmation, as applicable, then (x) with respect to any such condition in the any Mortgage Loan Documents document requiring a such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loan Loans (other than as set forth in clause (y) below), then the requirement for a Rating Agency Confirmation will be deemed not to apply, and (y) with respect to a replacement of the Master Servicer or Special Servicer, such condition shall be deemed to be satisfied if (i) the applicable replacement is rated at least “CMS3” (in the case of the master servicer) or “CSS3” (in the case of the special servicer), if Fitch is the non-responding Rating Agency, (ii) the applicable replacement is listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer (in the case of a master servicer) or U.S. Commercial Mortgage Special Servicer (in the case of a special servicer), if S&P is the non-responding Rating Agency and (iii) 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 CMBS transaction rated by KBRA and serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency, as applicable. Promptly following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 1.7(a) following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Master Servicer or Special Servicer, as the case may be, shall provide electronic written notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 5.7 of this Agreement. (b) Notwithstanding anything to the contrary in this Section 1.7, for purposes of the provisions of any Mortgage Loan document relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral), release or substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents with respect to which the Master Servicer or Special Servicer would have been required to make the determination described in Section 1.7(a) shall be deemed not to apply regardless of any such determination by the Requesting Party (or, if the Requesting Party is a Loan Borrowerthe related Mortgagor, then the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans and REO Loans), as applicable); provided, that the Requesting Party (or the Master Servicer or the Special Servicer, as applicable) will be required to determine, in accordance with its duties under this Agreement and in accordance with Accepted Servicing Practices, whether or not such action would be in the best interest of Certificateholders, and if the Requesting Party (or, if the Requesting Party is a Loan Borrower, then the Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of the Certificateholders, then the requirement for a Rating Agency Confirmation will not apply (provided, however, that with respect to the release of any collateral relating to the Trust Loan, any Rating Agency Confirmation requirement that the Servicer or Special Servicer would have been permitted to waive pursuant to this Agreement will not apply without any such determination by the Requesting Party (or the Servicer or the Special Servicer, as applicable) (it being understood that the Requesting Party (or the Servicer, or the Special Servicer, as applicable) will shall in any event review the other conditions required under the related Mortgage Loan Documents documents with respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Accepted Servicing Practices Standard that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)), and . (yc) with respect to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer or Special Servicer is a Qualified Servicer. For all other matters or actions (a) not specifically discussed above in clauses (xSection 1.7(a) or (y) or (b) that are not the subject of a Rating Agency Declinationabove, the applicable Requesting Party shall be required to obtain deliver a Rating Agency Confirmation from the each Rating Agency. (d) Unless otherwise indicated herein, all notices and Rating Agency Communications and requests for Rating Agency Confirmations to the Rating Agencies shall be in writing and sent by first class mail, telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New York, New York 10004 Attention: Commercial Mortgage Surveillance Email: xxxx.xxxx@xxxxxxxxxxxx.xxx If to KBRA, to: Xxxxx Bond Rating Agency, Inc. 000 Xxxxxxxxx Xxxxxx New York, New York 10022 Attention: CMBS Surveillance Email: XXXXXxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx If to S&P, to: Standard & Poor’s Ratings Services 00 Xxxxx Xxxxxx, 00xx Floor New York, New York 10041 Attention: Commercial Mortgage Surveillance Manager Email: xxxx_xxxx_00x0@xxxxxxxxxxxxxxxx.xxx or at such other address as shall be provided in writing to the Depositor by such Rating Agency, which other address the Depositor shall promptly provide to the other parties hereto. (e) The delivery of any notice, document, information or communication to a Rating Agency shall be subject to Section 5.7. Any Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator, the Custodian or Trustee, as applicable, pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 5.7.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8)

Rating Agency Confirmations. (a) Notwithstanding the terms of any related Mortgage Loan Documents, the Co-Lender Agreement documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from the each Rating Agency has made a request to the any Rating Agency for such Rating Agency Confirmation and, within ten (10) 10 Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, the such Rating Agency has not replied to such request or has responded in a manner that indicates that the such Rating Agency is neither reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then (i) such Requesting Party shall be required (without providing notice to the 17g-5 Information Provider) to (i) confirm that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to the either such Rating Agency Confirmation request within five (5) Business Days of such confirmation second request or such second request (after seeking to confirm that the Rating Agency received has responded in a manner that indicates it is neither reviewing such second request nor waiving the requirement for Rating Agency Confirmation request)Confirmation, as applicable, then (x) with respect to any such condition in the any Mortgage Loan Documents document requiring a such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loan Loans (other than as set forth in clause (y) below), then the requirement for a Rating Agency Confirmation will be deemed not to apply, and (y) with respect to a replacement of the Master Servicer or Special Servicer, such condition shall be deemed to be satisfied if (i) the applicable replacement is rated at least “CMS3” (in the case of the master servicer) or “CSS3” (in the case of the special servicer), if Fitch is the non-responding Rating Agency, (ii) the applicable replacement is listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer (in the case of a master servicer) or U.S. Commercial Mortgage Special Servicer (in the case of a special servicer), if S&P is the non-responding Rating Agency and (iii) 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 CMBS transaction rated by KBRA and serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency, as applicable. Promptly following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 1.7(a) following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Master Servicer or Special Servicer, as the case may be, shall provide electronic written notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 5.7 of this Agreement. (b) Notwithstanding anything to the contrary in this Section 1.7, for purposes of the provisions of any Mortgage Loan document relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral), release or substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents with respect to which the Master Servicer or Special Servicer would have been required to make the determination described in Section 1.7(a) shall be deemed not to apply regardless of any such determination by the Requesting Party (or, if the Requesting Party is a Loan Borrowerthe related Mortgagor, then the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans and REO Loans), as applicable); provided, that the Requesting Party (or the Master Servicer or the Special Servicer, as applicable) will be required to determine, in accordance with its duties under this Agreement and in accordance with Accepted Servicing Practices, whether or not such action would be in the best interest of Certificateholders, and if the Requesting Party (or, if the Requesting Party is a Loan Borrower, then the Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of the Certificateholders, then the requirement for a Rating Agency Confirmation will not apply (provided, however, that with respect to the release of any collateral relating to the Trust Loan, any Rating Agency Confirmation requirement that the Servicer or Special Servicer would have been permitted to waive pursuant to this Agreement will not apply without any such determination by the Requesting Party (or the Servicer or the Special Servicer, as applicable) (it being understood that the Requesting Party (or the Servicer, or the Special Servicer, as applicable) will shall in any event review the other conditions required under the related Mortgage Loan Documents documents with respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Accepted Servicing Practices Standard that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)), and . (yc) with respect to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer or Special Servicer is a Qualified Servicer. For all other matters or actions (a) not specifically discussed above in clauses (xSection 1.7(a) or (y) or (b) that are not the subject of a Rating Agency Declinationabove, the applicable Requesting Party shall be required to obtain deliver a Rating Agency Confirmation from the each Rating Agency. (d) Unless otherwise indicated herein, all notices and Rating Agency Communications and requests for Rating Agency Confirmations to the Rating Agencies shall be in writing and sent by first class mail, telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New York, New York 10004 Attention: Commercial Mortgage Surveillance Email: xxxx.xxxx@xxxxxxxxxxxx.xxx If to KBRA, to: Xxxxx Bond Rating Agency, Inc. 000 Xxxxxxxxx Xxxxxx New York, New York 10022 Attention: CMBS Surveillance Email: XXXXXxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx If to S&P, to: Standard & Poor’s Rating Services 00 Xxxxx Xxxxxx New York, New York 10041 Attention: Commercial Mortgage Surveillance Manager Email: xxxx_xxxx_00x0@xxxxxxxxxxxxxxxx.xxx or at such other address as shall be provided in writing to the Depositor by such Rating Agency, which other address the Depositor shall promptly provide to the other parties hereto. (e) The delivery of any notice, document, information or communication to a Rating Agency shall be subject to Section 5.7. Any Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator, the Custodian or Trustee, as applicable, pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 5.7.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8)

Rating Agency Confirmations. (a) Notwithstanding the terms of any Loan Documents, the Co-Lender Intercreditor Agreement or other provisions of this Agreement, if any action under any Loan Documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from the Rating Agency has made a request to the any such Rating Agency for such Rating Agency Confirmation and, within ten (10) 10 Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, the such Rating Agency has not replied to such request or has responded in a manner that indicates that the such Rating Agency is neither reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then such Requesting Party shall be required (without providing notice to the 17g-5 Information Provider) to (i) confirm that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to the either Rating Agency Confirmation request within five (5) 5 Business Days of such confirmation or such second request (after seeking to confirm that the applicable Rating Agency received such second Rating Agency Confirmation request), as applicable, then (x) with respect to any condition in the Loan Documents requiring a Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Whole Loan (other than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is a Loan Borrower, then the Servicer or the Special Servicer, as applicable) will be required to determine, in accordance with its duties under this Agreement and in accordance with Accepted Servicing Practices, whether or not such action would be in the best interest of Certificateholders, and if the Requesting Party (or, if the Requesting Party is a Loan Borrower, then the Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of the Certificateholders, then the requirement for a Rating Agency Confirmation will not apply (provided, however, that with respect to the release or substitution of any collateral relating to the Trust Loan, any Rating Agency Confirmation requirement that the Servicer or Special Servicer would have been permitted to waive pursuant to this Agreement will not apply without any such determination by the Requesting Party (or the Servicer or the Special Servicer, as applicable) (it being understood that the Requesting Party (or the Servicer, or the Special Servicer, as applicable) will in any event review the conditions required under the Loan Documents with respect to such release and confirm to its satisfaction in accordance with the Accepted Servicing Practices that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)), and (y) with respect to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer or Special Servicer is a Qualified Servicer. For all other matters or actions (a) not specifically discussed above in clauses (x) or (y) or (b) that are not the subject of a Rating Agency Declination, the applicable Requesting Party shall be required to obtain a Rating Agency Confirmation from the Rating Agency. (b) Any Rating Agency Confirmation requests made by the Servicer, Special Servicer, the Certificate Administrator or Trustee, as applicable, pursuant to this Agreement, shall be made in writing (an email shall be sufficient as a writing), which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material the Servicer, Special Servicer, the Certificate Administrator or Trustee, as applicable, reasonably deems necessary for the Rating Agency (including those for Companion Loan Securities) to process such request. Subject to Section 10.17, the Servicer, the Special Servicer, Certificate Administrator or the Trustee, as applicable, shall furnish such written Rating Agency Confirmation request to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 10.16 in accordance with the delivery instructions set forth in Section 10.5. (c) Promptly following the Special Servicer’s determination to take any action described in Section 3.26(a) without receiving Rating Agency Confirmation, the Special Servicer shall, subject to Section 10.17, provide written notice of such determination to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 10.16. (d) Each Certificateholder, by its acceptance of the Certificates, acknowledges and agrees to the foregoing with respect to Rating Agency Confirmations.

Appears in 1 contract

Samples: Trust and Servicing Agreement (CSAIL 2017-Cx10 Commercial Mortgage Trust)

Rating Agency Confirmations. (a) Notwithstanding the terms of any related Mortgage Loan Documents, the Co-Lender Agreement documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from the each Rating Agency has made a request to the any Rating Agency for such Rating Agency Confirmation and, within ten (10) 10 Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, the such Rating Agency has not replied to such request or has responded in a manner that indicates that the such Rating Agency is neither reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then (i) such Requesting Party shall be required (without providing notice to the 17g-5 Information Provider) to (i) confirm that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response to the either such Rating Agency Confirmation request within five (5) 5 Business Days of such confirmation second request or such second request (after seeking to confirm that the Rating Agency received has responded in a manner that indicates it is neither reviewing such second request nor waiving the requirement for Rating Agency Confirmation request)Confirmation, as applicable, then (x) with respect to any such condition in the any Mortgage Loan Documents document requiring a such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loan Loans (other than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is a Loan Borrowerthe related Mortgagor, then the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special ServicerServicer (with respect to Specially Serviced Mortgage Loans and REO Loans), as applicable) will be required to shall determine, in accordance with its duties under this Agreement and and, in the case of the Master Servicer or the Special Servicer, in accordance with Accepted the Servicing PracticesStandard, whether or not such action would be in the best interest interests of Certificateholdersthe Certificateholders and, in the case of an A/B Whole Loan or Loan Pair, Certificateholders and any holder of the related B Note or Serviced Companion Loan (as a collective whole as if such Certificateholders and B Note or Serviced Companion Loan holder constituted a single lender), and if the Requesting Party (or, if the Requesting Party is a Loan Borrowerthe related Mortgagor, then the Master Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of the Certificateholderssuch parties, then the requirement for a Rating Agency Confirmation will be deemed not apply to apply, and (provided, however, that y) with respect to a replacement of the release Master Servicer or Special Servicer, such condition shall be deemed to be satisfied if the non-responding Rating Agency 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 CMBS transaction rated by such non-responding Rating Agency and serviced by the applicable servicer prior to the time of determination. Promptly following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 1.7(a) following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Master Servicer or Special Servicer, as the case may be, shall provide electronic written notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 5.7 of this Agreement. (b) Notwithstanding anything to the contrary in this Section 1.7, for purposes of the provisions of any collateral Mortgage Loan document relating to defeasance (including without limitation the Trust Loantype of collateral acceptable for use as defeasance collateral), release or substitution of any collateral, any Rating Agency Confirmation requirement that in the Mortgage Loan documents with respect to which the Master Servicer or Special Servicer would have been permitted required to waive pursuant make the determination described in Section 1.7(a) shall be deemed not to this Agreement will not apply without regardless of any such determination by the Requesting Party (or, if the Requesting Party is the related Mortgagor, the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans and REO Loans), as applicable); provided, that the Requesting Party (or the Master Servicer or the Special Servicer, as applicable) (it being understood that the Requesting Party (or the Servicer, or the Special Servicer, as applicable) will shall in any event review the other conditions required under the related Mortgage Loan Documents documents with respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Accepted Servicing Practices Standard that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)), and . (yc) with respect to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer or Special Servicer is a Qualified Servicer. For all other matters or actions (a) not specifically discussed above in clauses (xSection 1.7(a) or (y) or (b) that are not the subject of a Rating Agency Declinationabove, the applicable Requesting Party shall be required to obtain deliver a Rating Agency Confirmation from the each Rating Agency. (d) Unless otherwise indicated herein, all notices and Rating Agency Communications and requests for Rating Agency Confirmations to the Rating Agencies shall be in writing and sent by first class mail, telecopy, electronic mail or overnight courier, as follows: If to DBRS, to: DBRS, Inc. 100 X. Xxxxxx, Suite 100 Chicago, Illinois 60606 Fax: (000) 000-0000 Attention: Commercial Mortgage Surveillance Email: cxxx.xxxxxxxxxxxx@xxxx.xxx If to KBRA, to: Kxxxx Bond Rating Agency, Inc. 800 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: CMBS Surveillance Email: CXXXXxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx If to Moody’s, to: Mxxxx’x Investors Service, Inc. 7 Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax: (000) 000-0000 Attention: Commercial Mortgage Surveillance Group Email: CXXXXxxxxxxxxxxx@xxxxxx.xxx or at such other address as shall be provided in writing to the Depositor by such Rating Agency, which other address the Depositor shall promptly provide to the other parties hereto. (e) The delivery of any notice, document, information or communication to a Rating Agency shall be subject to Section 5.7. Any Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator, the Custodian or Trustee, as applicable, pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 5.7.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C9)

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