Common use of Special Notices to the Rating Agencies Clause in Contracts

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof; (iii) notice of the repurchase of any Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New York, NY 10004 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx New York, NY 10041 Fax: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing to the Depositor by such Rating Agency. (d) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser Agencies of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 12.03; (ii) any Assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.02; and (xvii) an Event any termination of Defaultthe rights and obligations of any Servicer under the applicable Purchase and Servicing Agreement or Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New York, NY 10004 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's ’s Ratings Services, a division of The McGrawXxXxxx-Hill Xxxx Companies, Inc. 55 Watxx 00 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXxx Xxxx 00000 Attention: Residential Mortgages If to Moody’s, to: Xxxxx’x Investors Service, Inc. 00 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 If to Fitch Ratings, to: Fitch, Inc. Xxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Residential Mortgages (000c) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as The Securities Administrator shall be provided in writing make available to the Depositor by Rating Agencies reports prepared pursuant to Section 4.02. In addition, the Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency such information as such Rating AgencyAgency may reasonably request regarding the Certificates or the Trust Fund, to the extent that such information is reasonably available to the Securities Administrator. (d) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37[Reserved]. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser Agencies of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03; (ii) any Assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.02; and (xvii) an Event any termination of Defaultthe rights and obligations of any Servicer under the applicable Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchMoody's, to: FitchXxxxx'x Investors Service, Inc. One State Street Plaza New York00 Xxxxxx Xxxxxx Xxx Xxxx, NY 10004 XxxXxx Xxxx 00000 Attention: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Residential Mortgages If to S&P, to: Standard & Poor's Ratings Services, a division of The McGrawXxXxxx-Hill Xxxx Companies, Inc. 55 Watxx 00 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXxx Xxxx 00000 Attention: Residential Mortgages If to Fitch Ratings, to: Fitch, Inc. Xxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Residential Mortgages (000c) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx The Securities Administrator shall provide or at such address as shall be provided in writing make available to the Depositor by Rating Agencies reports prepared pursuant to Section 4.02. In addition, the Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency such information as such Rating AgencyAgency may reasonably request regarding the Certificates or the Trust Fund, to the extent that such information is reasonably available to the Securities Administrator. (d) The TrusteeDepositor hereby represents to S&P that, or in to the case of clauses (i) and (ii)Depositor's knowledge, the successor trustee shall give prompt notice information provided to such Rating Agency, including the loan level detail, is true and correct according to such Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37Agency's requirements. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof; (iii) notice of the repurchase of any Mortgage Loan or REO Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a the Master Servicer, a Special Servicer, the Paying Agent, the Operating Adviser or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Fiscal Agent, the Trustee, the Paying Agent, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Properties; (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New York, NY 10004 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's Ratings ServicesRating Services 00 Xxxxx Xxxxxx Xxx Xxxx, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx New York, NY 10041 XX 00000 Fax: (000) 000-0000 XxxxxxxxxAttention: Xxxxxxxial Commercial Mortgage Surveillxxxx Xxxxxxx Surveillance Manager If to Moody's, to: Xxxxx'x Investors Service, Inc. 00 Xxxxxx Xxxxxx Xxx Xxxx, XX 00000 Fax: (000) 000-0000 Attention: Structured Finance Commercial Real Estate Monitoring or at such address as shall be provided in writing to the Depositor by such Rating Agency. (dc) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ed) The Master Servicers Servicer shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers Servicer and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers Servicer and the General Special Servicer pursuant to the terms of this Agreement. The Trustee Trustee, the Paying Agent and the Special Servicers Servicer shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fe) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer, Paying Agent or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to each Rating Agency through the Rating Agencies, the applicable Special Servicer and the Operating Adviser Rule 17g-5 Information Provider of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03, including prior advance written notice of any amendment to this Agreement pursuant to Section 11.03(a); (ii) any assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan Event of Default and any waiver of any Event of Default pursuant to Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment termination of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.01; and (xvii) an Event any termination of Defaultthe rights and obligations of a Servicer or the Servicing Administrator under any Servicing Agreement and any transfer of servicing or servicing administration under any Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for in this Section shall be in writing and sent first to the Rule 17g-5 Information Provider and then by first class mail, telecopy telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New YorkXxx Xxxxx Xxxxxx Xxxxx, NY 10004 Xxx00xx Xxxxx Xxx Xxxx, XX 00000 Attn: (000) 000SEMT 2012-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx 1 If to S&PKBRA, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill CompaniesXxxxx Bond Rating Agency, Inc. 55 Watxx 000 Xxxxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXX 00000 Attention: (000) 000-0000 XxxxxxxxxRMBS Surveillance Email: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing to the Depositor by such Rating Agency.xxxxxxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx (dc) The Trustee, Securities Administrator shall provide or in make available to each Rating Agency through the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee Rule 17g-5 Information Provider reports prepared pursuant to Section 7.6; or (ii) 4.02 and the appointment of a successor trustee reports filed on Form 10-K pursuant to Section 7.7; or 6.21(b)(i)(1) through (iii) 4). In addition, the appointment Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency through the Rule 17g-5 Information Provider such information as a successor Operating Adviser pursuant to Section 9.37. (e) The Master Servicers shall deliver Rating Agency may reasonably request regarding the Certificates or the Trust Fund, to the Rating Agencies and the Depositor any other extent that such information as is reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver available to the Primary Servicers and Securities Administrator; provided, the General Special Servicer each of the reports Securities Administrator shall not be required to be delivered by the General Master Servicer post to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor Rule 17g-5 Website any information as reasonably requested by previously posted to and available on the Rating Agencies and Depositor, as the case may beSecurities Administrator’s website. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to each Rating Agency through the Rating Agencies, the applicable Special Servicer and the Operating Adviser Rule 17g-5 Information Provider of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03, including prior advance written notice of any amendment to this Agreement pursuant to Section 11.03(a); (ii) any assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan Event of Default and any waiver of any Event of Default pursuant to Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment termination of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.01; and (xvii) an Event any termination of Defaultthe rights and obligations of a Servicer or the Servicing Administrator under any Servicing Agreement and any transfer of servicing or servicing administration under any Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies Agency provided for in this Section shall be in writing and sent first to the Rule 17g-5 Information Provider and then by first class mail, telecopy telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: FitchFitch Ratings, Inc. One State Street Plaza New YorkXxx Xxxxx Xxxxxx Xxxxx, NY 10004 Xxx00xx Xxxxx Xxx Xxxx, XX 00000 Attn: (000) 000SEMT 2013-0000 Xxxxxxxxx3 If to KBRA, to: Xxxxxxxial Mortgage Surveillxxxx Xxxxx Bond Rating Agency, Inc. 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Electronic Mail: xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx Attention: RMBS Surveillance If to Moody’s, to: Xxxxx’x Investors Service 7 World Trade Center @ 000 Xxxxxxxxx Xx Xxx Xxxx, XX 00000 Electronic Mail: xxxxxxxxxxxxxxx@xxxxxx.xxx Attn: Residential Mortgages If to S&P, to: Standard & and Poor's ’s Ratings ServicesServices 00 Xxxxx Xxxxxx, a division of The McGraw-Hill Companies00xx Xxxxx Xxx Xxxx, Inc. 55 Watxx Xxxxxx New York, NY 10041 Fax: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing to the Depositor by such Rating Agency.XX 00000 (dc) The Trustee, Securities Administrator shall provide or in make available to each Rating Agency through the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee Rule 17g-5 Information Provider reports prepared pursuant to Section 7.6; or (ii) 4.02 and the appointment of a successor trustee reports filed on Form 10-K pursuant to Section 7.7; or 6.21(b)(i)(1) through (iii) 4). In addition, the appointment Securities Administrator shall, at the expense of a successor Operating Adviser pursuant the Trust Fund, make available to Section 9.37. (e) The Master Servicers shall deliver each Rating Agency through the Rule 17g-5 Information Provider such information as each Rating Agency may reasonably request regarding the Certificates or the Trust Fund, to the Rating Agencies and the Depositor any other extent that such information as is reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver available to the Primary Servicers and Securities Administrator; provided, the General Special Servicer each of the reports Securities Administrator shall not be required to be delivered by the General Master Servicer post to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor Rule 17g-5 Website any information as reasonably requested by previously posted to and available on the Rating Agencies and Depositor, as the case may beSecurities Administrator’s website. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser (and, solely with respect to a Pari Passu Loan, the related Other Operating Adviser, if any) of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof; (iii) notice of the repurchase of any Mortgage Loan or REO Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a the Master Servicer, a Special Servicer, the Paying Agent, the Operating Adviser or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Fiscal Agent, the Trustee, the Paying Agent, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Properties; (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New York, NY 10004 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's Ratings ServicesServices 00 Xxxxx Xxxxxx Xxx Xxxx, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx New York, NY 10041 XX 00000 Fax: (000) 000-0000 XxxxxxxxxAttention: Xxxxxxxial Commercial Mortgage Surveillxxxx Xxxxxxx Surveillance Manager If to Fitch, to: Fitch Ratings Xxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, XX 00000 -274- Fax: (000) 000-0000 Attention: Commercial Mortgage Surveillance or at such address as shall be provided in writing to the Depositor by such Rating Agency. (dc) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ed) The Master Servicers Servicer shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee Trustee, the Paying Agent and the Special Servicers Servicer shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fe) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer, Paying Agent or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to each Rating Agency through the Rating Agencies, the applicable Special Servicer and the Operating Adviser Rule 17g-5 Information Provider of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03, including prior advance written notice of any amendment to this Agreement pursuant to Section 11.03(a); (ii) any assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan Event of Default and any waiver of any Event of Default pursuant to Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment termination of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.01; and (xvii) an Event any termination of Defaultthe rights and obligations of a Servicer or the Servicing Administrator under any Servicing Agreement and any transfer of servicing or servicing administration under any Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies Agency provided for in this Section shall be in writing and sent first to the Rule 17g-5 Information Provider and then by first class mail, telecopy telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: FitchFitch Ratings, Inc. One State Street Plaza New YorkXxx Xxxxx Xxxxxx Xxxxx, NY 10004 Xxx00xx Xxxxx Xxx Xxxx, XX 00000 Attn: (000) 000SEMT 2013-0000 Xxxxxxxxx7 If to KBRA, to: Xxxxxxxial Mortgage Surveillxxxx Xxxxx Bond Rating Agency, Inc. 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Electronic Mail: xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx Attention: RMBS Surveillance If to S&P, to: Standard & and Poor's ’s Ratings ServicesServices 00 Xxxxx Xxxxxx, a division of The McGraw-Hill Companies00xx Xxxxx Xxx Xxxx, Inc. 55 Watxx Xxxxxx New York, NY 10041 Fax: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing to the Depositor by such Rating Agency.XX 00000 (dc) The Trustee, Securities Administrator shall provide or in make available to each Rating Agency through the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee Rule 17g-5 Information Provider reports prepared pursuant to Section 7.6; or (ii) 4.02 and the appointment of a successor trustee reports filed on Form 10-K pursuant to Section 7.7; or 6.21(b)(i)(1) through (iii) 4). In addition, the appointment Securities Administrator shall, at the expense of a successor Operating Adviser pursuant the Trust Fund, make available to Section 9.37. (e) The Master Servicers shall deliver each Rating Agency through the Rule 17g-5 Information Provider such information as each Rating Agency may reasonably request regarding the Certificates or the Trust Fund, to the Rating Agencies and the Depositor any other extent that such information as is reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver available to the Primary Servicers and Securities Administrator; provided, the General Special Servicer each of the reports Securities Administrator shall not be required to be delivered by the General Master Servicer post to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor Rule 17g-5 Website any information as reasonably requested by previously posted to and available on the Rating Agencies and Depositor, as the case may beSecurities Administrator’s website. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to each Rating Agency through the Rating Agencies, the applicable Special Servicer and the Operating Adviser Rule 17g-5 Information Provider of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03, including prior advance written notice of any amendment to this Agreement pursuant to Section 11.03(a); (ii) any assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan Event of Default and any waiver of any Event of Default pursuant to Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment termination of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.01; and (xvii) an Event any termination of Defaultthe rights and obligations of a Servicer or the Servicing Administrator under any Servicing Agreement and any transfer of servicing or servicing administration under any Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for in this Section shall be in writing and sent first to the Rule 17g-5 Information Provider and then by first class mail, telecopy telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: FitchFitch Ratings, Inc. One State Street Plaza New YorkXxx Xxxxx Xxxxxx Xxxxx, NY 10004 Xxx00xx Xxxxx Xxx Xxxx, XX 00000 Attn: (000) 000SEMT 2012-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx 1 If to S&PKBRA, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill CompaniesXxxxx Bond Rating Agency, Inc. 55 Watxx 000 Xxxxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXX 00000 Attention: (000) 000-0000 XxxxxxxxxRMBS Surveillance Email: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing to the Depositor by such Rating Agency.xxxxxxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx (dc) The Trustee, Securities Administrator shall provide or in make available to each Rating Agency through the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee Rule 17g-5 Information Provider reports prepared pursuant to Section 7.6; or (ii) 4.02 and the appointment of a successor trustee reports filed on Form 10-K pursuant to Section 7.7; or 6.21(b)(i)(1) through (iii) 4). In addition, the appointment Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency through the Rule 17g-5 Information Provider such information as a successor Operating Adviser pursuant to Section 9.37. (e) The Master Servicers shall deliver Rating Agency may reasonably request regarding the Certificates or the Trust Fund, to the Rating Agencies and the Depositor any other extent that such information as is reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver available to the Primary Servicers and Securities Administrator; provided, the General Special Servicer each of the reports Securities Administrator shall not be required to be delivered by the General Master Servicer post to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor Rule 17g-5 Website any information as reasonably requested by previously posted to and available on the Rating Agencies and Depositor, as the case may beSecurities Administrator’s website. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to each Rating Agency through the Rating Agencies, the applicable Special Servicer and the Operating Adviser Rule 17g-5 Information Provider of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03, including prior advance written notice of any amendment to this Agreement pursuant to Section 11.03(a); (ii) any assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan Event of Default and any waiver of any Event of Default pursuant to Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment termination of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.01; and (xvii) an Event any termination of Defaultthe rights and obligations of a Servicer or the Servicing Administrator under any Servicing Agreement and any transfer of servicing or servicing administration under any Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for in this Section shall be in writing and sent first to the Rule 17g-5 Information Provider and then by first class mail, telecopy telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New York, NY 10004 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx New York, NY 10041 Fax: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing to the Depositor by such Rating Agency.[ ] (dc) The Trustee, Securities Administrator shall provide or in make available to each Rating Agency through the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee Rule 17g-5 Information Provider reports prepared pursuant to Section 7.6; or (ii) 4.02 and the appointment of a successor trustee reports filed on Form 10-K pursuant to Section 7.7; or 6.21(b)(i)(1) through (iii) 4). In addition, the appointment Securities Administrator shall, at the expense of a successor Operating Adviser pursuant the Trust Fund, make available to Section 9.37. (e) The Master Servicers shall deliver each Rating Agency through the Rule 17g-5 Information Provider such information as each Rating Agency may reasonably request regarding the Certificates or the Trust Fund, to the Rating Agencies and the Depositor any other extent that such information as is reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver available to the Primary Servicers and Securities Administrator; provided, the General Special Servicer each of the reports Securities Administrator shall not be required to be delivered by the General Master Servicer post to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor Rule 17g-5 Website any information as reasonably requested by previously posted to and available on the Rating Agencies and Depositor, as the case may beSecurities Administrator’s website. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof; (iii) notice of the repurchase of any Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a the Master Servicer, a Special Servicer, the Paying Agent, the Operating Adviser or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Fiscal Agent, the Trustee, the Paying Agent, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Properties; (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Moody's, to: Xxxxx'x Investors Service, Inc. 00 Xxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Structured Finance Commercial Real Estate Monitoring If to Fitch, to: Fitch, Inc. One State Street Plaza New YorkXxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, NY 10004 XxxXX 00000 Attention: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Commercial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx New York, NY 10041 Fax: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx Surveillance or at such address as shall be provided in writing to the Depositor by such Rating Agency. (dc) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ed) The Master Servicers Servicer shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee Trustee, the Paying Agent and the Special Servicers Servicer shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fe) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer, Paying Agent or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser Agencies of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03; (ii) any Assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.02; and (xvii) an Event any termination of Defaultthe rights and obligations of any Servicer under the applicable Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New York, NY 10004 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's ’s Ratings Services, a division of The McGrawXxXxxx-Hill Xxxx Companies, Inc. 55 Watxx 00 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXxx Xxxx 00000 Attention: (000) 000-0000 XxxxxxxxxResidential Mortgages If to Moody’s, to: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing Xxxxx’x Investors Service, Inc. 00 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Residential Mortgages If to the Depositor by such Rating Agency.Fitch, to: Fitch Ratings Xxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Residential Mortgages (dc) The Trustee, Trustee shall provide or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice make available to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee reports prepared pursuant to Section 7.6; or (ii) 4.03. In addition, the appointment Trustee shall, at the expense of a successor trustee pursuant the Trust Fund, make available to Section 7.7; or (iii) each Rating Agency such information as such Rating Agency may reasonably request regarding the appointment of a successor Operating Adviser pursuant to Section 9.37. (e) The Master Servicers shall deliver Certificates or the Trust Fund, to the Rating Agencies and the Depositor any other extent that such information as is reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver available to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may beTrustee. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to each Rating Agency through the Rating Agencies, the applicable Special Servicer and the Operating Adviser Rule 17g-5 Information Provider of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03, including prior advance written notice of any amendment to this Agreement pursuant to Section 11.03(a); (ii) any assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan Event of Default and any waiver of any Event of Default pursuant to Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment termination of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.01; and (xvii) an Event any termination of Defaultthe rights and obligations of a Servicer or a Servicing Administrator under any Servicing Agreement and any transfer of servicing or servicing administration under any Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies Agency provided for in this Section shall be in writing and sent first to the Rule 17g-5 Information Provider and then by first class mail, telecopy telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: FitchFitch Ratings, Inc. One State Street Plaza New YorkXxx Xxxxx Xxxxxx Xxxxx, NY 10004 Xxx00xx Xxxxx Xxx Xxxx, XX 00000 Attn: (000) 000SEMT 2013-0000 Xxxxxxxxx2 If to KBRA, to: Xxxxxxxial Mortgage Surveillxxxx Xxxxx Bond Rating Agency, Inc. 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Electronic Mail: xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx Attention: RMBS Surveillance If to S&P, to: Standard & and Poor's ’s Ratings ServicesServices 00 Xxxxx Xxxxxx, a division of The McGraw-Hill Companies00xx Xxxxx Xxx Xxxx, Inc. 55 Watxx Xxxxxx New York, NY 10041 Fax: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing to the Depositor by such Rating Agency.XX 00000 (dc) The Trustee, Securities Administrator shall provide or in make available to each Rating Agency through the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee Rule 17g-5 Information Provider reports prepared pursuant to Section 7.6; or (ii) 4.02 and the appointment of a successor trustee reports filed on Form 10-K pursuant to Section 7.7; or 6.21(b)(i)(1) through (iii) 4). In addition, the appointment Securities Administrator shall, at the expense of a successor Operating Adviser pursuant the Trust Fund, make available to Section 9.37. (e) The Master Servicers shall deliver each Rating Agency through the Rule 17g-5 Information Provider such information as each Rating Agency may reasonably request regarding the Certificates or the Trust Fund, to the Rating Agencies and the Depositor any other extent that such information as is reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver available to the Primary Servicers and Securities Administrator; provided, the General Special Servicer each of the reports Securities Administrator shall not be required to be delivered by the General Master Servicer post to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor Rule 17g-5 Website any information as reasonably requested by previously posted to and available on the Rating Agencies and Depositor, as the case may beSecurities Administrator’s website. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser Agencies of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03; (ii) any Assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.02; and (xvii) an Event any termination of Defaultthe rights and obligations of any Servicer under the applicable Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New YorkXxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, NY 10004 XxxXxx Xxxx 00000 Attention: (000) 000-0000 XxxxxxxxxResidential Mortgages If to Moody’s, to: Xxxxxxxial Mortgage Surveillxxxx Xxxxx’x Investors Service, Inc. 00 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Residential Mortgages If to S&P, to: Standard & Poor's Ratings ’s Rating Services, a division of The McGrawXxXxxx-Hill Xxxx Companies, Inc. 55 Watxx 00 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXxx Xxxx 00000 Attention: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing to the Depositor by such Rating Agency.Residential Mortgages (dc) The Trustee, Trustee shall provide or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice make available to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee reports prepared pursuant to Section 7.6; or (ii) 4.03. In addition, the appointment Trustee shall, at the expense of a successor trustee pursuant the Trust Fund, make available to Section 7.7; or (iii) each Rating Agency such information as such Rating Agency may reasonably request regarding the appointment of a successor Operating Adviser pursuant to Section 9.37. (e) The Master Servicers shall deliver Certificates or the Trust Fund, to the Rating Agencies and the Depositor any other extent that such information as is reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver available to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may beTrustee. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof; (iii) notice of the repurchase of any Mortgage Loan or REO Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a the Master Servicer, a Special Servicer, the Paying Agent, the Operating Adviser or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Fiscal Agent, the Trustee, the Paying Agent, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Properties; (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Moody's, to: Moody's Investors Services, Inc. 99 Church Street Xxx York, NY 10009 Fax: (212) 000-0000 Xxxxxxxxx: Xxxxxxxxxx Xxnance Commercial Rexx Xxxxxx Xxxxtoring If to Fitch, to: Fitch, Inc. Fitch Ratings One State Street Plaza New York, NY 10004 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx New York, NY 10041 Fax: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such Xxxxxxxxxx Xxrtgage Surveillance xx xx xxxx address as shall be provided in writing to the Depositor by such Rating Agency. (dc) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ed) The Master Servicers Servicer shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers Servicer and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers Servicer and the General Special Servicer pursuant to the terms of this Agreement. The Trustee Trustee, the Paying Agent and the Special Servicers Servicer shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fe) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer, Paying Agent or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to each Rating Agency through the Rating Agencies, the applicable Special Servicer and the Operating Adviser Rule 17g-5 Information Provider of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03, including prior advance written notice of any amendment to this Agreement pursuant to Section 11.03(a); (ii) any assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan Event of Default and any waiver of any Event of Default pursuant to Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment termination of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.01; and (xvii) an Event any termination of Defaultthe rights and obligations of a Servicer or the Servicing Administrator under any Servicing Agreement and any transfer of servicing or servicing administration under any Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies Agency provided for in this Section shall be in writing and sent first to the Rule 17g-5 Information Provider and then by first class mail, telecopy telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: FitchFitch Ratings, Inc. One State Street Plaza New YorkOxx Xxxxx Xxxxxx Xxxxx, NY 10004 Xxx00xx Xxxxx Xxx Xxxx, XX 00000 Attn: (000) 000SEMT 2013-0000 Xxxxxxxxx3 If to KBRA, to: Xxxxxxxial Mortgage Surveillxxxx Kxxxx Bond Rating Agency, Inc. 800 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Electronic Mail: mxxxxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx Attention: RMBS Surveillance If to Moody’s, to: Mxxxx’x Investors Service 7 World Trade Center @ 200 Xxxxxxxxx Xx Xxx Xxxx, XX 00000 Electronic Mail: sxxxxxxxxxxxxxx@xxxxxx.xxx Attn: Residential Mortgages If to S&P, to: Standard & and Poor's ’s Ratings ServicesServices 50 Xxxxx Xxxxxx, a division of The McGraw-Hill Companies00xx Xxxxx Xxx Xxxx, Inc. 55 Watxx Xxxxxx New York, NY 10041 Fax: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing to the Depositor by such Rating Agency.XX 00000 (dc) The Trustee, Securities Administrator shall provide or in make available to each Rating Agency through the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee Rule 17g-5 Information Provider reports prepared pursuant to Section 7.6; or (ii) 4.02 and the appointment of a successor trustee reports filed on Form 10-K pursuant to Section 7.7; or 6.21(b)(i)(1) through (iii) 4). In addition, the appointment Securities Administrator shall, at the expense of a successor Operating Adviser pursuant the Trust Fund, make available to Section 9.37. (e) The Master Servicers shall deliver each Rating Agency through the Rule 17g-5 Information Provider such information as each Rating Agency may reasonably request regarding the Certificates or the Trust Fund, to the Rating Agencies and the Depositor any other extent that such information as is reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver available to the Primary Servicers and Securities Administrator; provided, the General Special Servicer each of the reports Securities Administrator shall not be required to be delivered by the General Master Servicer post to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor Rule 17g-5 Website any information as reasonably requested by previously posted to and available on the Rating Agencies and Depositor, as the case may beSecurities Administrator’s website. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to each Rating Agency through the Rating Agencies, the applicable Special Servicer and the Operating Adviser Rule 17g-5 Information Provider of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03, including prior advance written notice of any amendment to this Agreement pursuant to Section 11.03(a); (ii) any assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan Event of Default and any waiver of any Event of Default pursuant to Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment termination of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.01; and (xvii) an Event any termination of Defaultthe rights and obligations of the Servicer or the Servicing Administrator under the Servicing Agreement and any transfer of servicing or servicing administration under the Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies Agency provided for in this Section shall be in writing and sent first to the Rule 17g-5 Information Provider and then by first class mail, telecopy telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: FitchFitch Ratings, Inc. One State Street Plaza New YorkXxx Xxxxx Xxxxxx Xxxxx, NY 10004 Xxx00xx Xxxxx Xxx Xxxx, XX 00000 Attn: (000) 000SEMT 2013-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx 6 If to S&PKBRA, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill CompaniesXxxxx Bond Rating Agency, Inc. 55 Watxx 000 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXX 00000 Electronic Mail: (000) 000-0000 Xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx Attention: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing RMBS Surveillance If to the Depositor by such Rating Agency.Moody’s, to: Xxxxx’x Investors Service 7 World Trade Center @ 000 Xxxxxxxxx Xx Xxx Xxxx, XX 00000 Electronic Mail: xxxxxxxxxxxxxxx@xxxxxx.xxx Attn: Residential Mortgages (dc) The Trustee, Securities Administrator shall provide or in make available to each Rating Agency through the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee Rule 17g-5 Information Provider reports prepared pursuant to Section 7.6; or (ii) 4.02 and the appointment of a successor trustee reports filed on Form 10-K pursuant to Section 7.7; or 6.21(b)(i)(1) through (iii) 4). In addition, the appointment Securities Administrator shall, at the expense of a successor Operating Adviser pursuant the Trust Fund, make available to Section 9.37. (e) The Master Servicers shall deliver each Rating Agency through the Rule 17g-5 Information Provider such information as each Rating Agency may reasonably request regarding the Certificates or the Trust Fund, to the Rating Agencies and the Depositor any other extent that such information as is reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver available to the Primary Servicers and Securities Administrator; provided, the General Special Servicer each of the reports Securities Administrator shall not be required to be delivered by the General Master Servicer post to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor Rule 17g-5 Website any information as reasonably requested by previously posted to and available on the Rating Agencies and Depositor, as the case may beSecurities Administrator’s website. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser Agencies of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03; (ii) any Assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.02; and (xvii) an Event any termination of Defaultthe rights and obligations of any Servicer under the applicable Purchase and Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New York, NY 10004 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's ’s Ratings Services, a division of The McGrawXxXxxx-Hill Xxxx Companies, Inc. 55 Watxx 00 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXxx Xxxx 00000 Attention: Residential Mortgages If to Fitch Ratings, to: Fitch Ratings Xxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Residential Mortgages If to DBRS, to: Dominion Bond Rating Service, Inc. One Exchange Plaza 00 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 (000c) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx The Securities Administrator shall provide or at such address as shall be provided in writing make available to the Depositor by Rating Agencies reports prepared pursuant to Section 4.02. In addition, the Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency such information as such Rating AgencyAgency may reasonably request regarding the Certificates or the Trust Fund, to the extent that such information is reasonably available to the Securities Administrator. (d) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37[Reserved]. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to each Rating Agency through the Rating Agencies, the applicable Special Servicer and the Operating Adviser Rule 17g-5 Information Provider of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03, including prior advance written notice of any amendment to this Agreement pursuant to Section 11.03(a); (ii) any assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan Event of Default and any waiver of any Event of Default pursuant to Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment termination of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.01; and (xvii) an Event any termination of Defaultthe rights and obligations of a Servicer or the Servicing Administrator under any Servicing Agreement and any transfer of servicing or servicing administration under any Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies Agency provided for in this Section shall be in writing and sent first to the Rule 17g-5 Information Provider and then by first class mail, telecopy telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New YorkXxx Xxxxx Xxxxxx Xxxxx, NY 10004 Xxx00xx Xxxxx Xxx Xxxx, XX 00000 Attn: (000) 000SEMT 2012-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx 6 If to S&PKBRA, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill CompaniesXxxxx Bond Rating Agency, Inc. 55 Watxx 000 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXX 00000 Electronic Mail: (000) 000-0000 Xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx Attention: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing RMBS Surveillance If to the Depositor by such Rating Agency.Moody’s, to: Xxxxx’x Investors Service 7 World Trade Center @ 000 Xxxxxxxxx Xx. Xxx Xxxx, XX 00000 Electronic Mail: xxxxxxxxxxxxxxx@xxxxxx.xxx Attn: Residential Mortgages (dc) The Trustee, Securities Administrator shall provide or in make available to each Rating Agency through the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee Rule 17g-5 Information Provider reports prepared pursuant to Section 7.6; or (ii) 4.02 and the appointment of a successor trustee reports filed on Form 10-K pursuant to Section 7.7; or 6.21(b)(i)(1) through (iii) 4). In addition, the appointment Securities Administrator shall, at the expense of a successor Operating Adviser pursuant the Trust Fund, make available to Section 9.37. (e) The Master Servicers shall deliver each Rating Agency through the Rule 17g-5 Information Provider such information as each Rating Agency may reasonably request regarding the Certificates or the Trust Fund, to the Rating Agencies and the Depositor any other extent that such information as is reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver available to the Primary Servicers and Securities Administrator; provided, the General Special Servicer each of the reports Securities Administrator shall not be required to be delivered by the General Master Servicer post to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor Rule 17g-5 Website any information as reasonably requested by previously posted to and available on the Rating Agencies and Depositor, as the case may beSecurities Administrator’s website. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to each Rating Agency through the Rating Agencies, the applicable Special Servicer and the Operating Adviser Rule 17g-5 Information Provider of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03, including prior advance written notice of any amendment to this Agreement pursuant to Section 11.03(a); (ii) any assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan Event of Default and any waiver of any Event of Default pursuant to Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment termination of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.01; and (xvii) an Event any termination of Defaultthe rights and obligations of a Servicer or the Servicing Administrator under any Servicing Agreement and any transfer of servicing or servicing administration under any Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies Agency provided for in this Section shall be in writing and sent first to the Rule 17g-5 Information Provider and then by first class mail, telecopy telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New YorkXxx Xxxxx Xxxxxx Xxxxx, NY 10004 Xxx00xx Xxxxx Xxx Xxxx, XX 00000 Attn: (000) 000SEMT 2012-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx 5 If to S&PKBRA, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill CompaniesXxxxx Bond Rating Agency, Inc. 55 Watxx 000 Xxxxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXX 00000 Electronic Mail: (000) 000-0000 Xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx Attention: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing RMBS Surveillance If to the Depositor by such Rating Agency.Moody’s, to: Xxxxx’x Investors Service 7 World Trade Center @ 000 Xxxxxxxxx Xx. Xxx Xxxx, XX 00000 Electronic Mail: xxxxxxxxxxxxxxx@xxxxxx.xxx Attn: Residential Mortgages (dc) The Trustee, Securities Administrator shall provide or in make available to each Rating Agency through the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee Rule 17g-5 Information Provider reports prepared pursuant to Section 7.6; or (ii) 4.02 and the appointment of a successor trustee reports filed on Form 10-K pursuant to Section 7.7; or 6.21(b)(i)(1) through (iii) 4). In addition, the appointment Securities Administrator shall, at the expense of a successor Operating Adviser pursuant the Trust Fund, make available to Section 9.37. (e) The Master Servicers shall deliver each Rating Agency through the Rule 17g-5 Information Provider such information as each Rating Agency may reasonably request regarding the Certificates or the Trust Fund, to the Rating Agencies and the Depositor any other extent that such information as is reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver available to the Primary Servicers and Securities Administrator; provided, the General Special Servicer each of the reports Securities Administrator shall not be required to be delivered by the General Master Servicer post to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor Rule 17g-5 Website any information as reasonably requested by previously posted to and available on the Rating Agencies and Depositor, as the case may beSecurities Administrator’s website. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to each Rating Agency through the Rating Agencies, the applicable Special Servicer and the Operating Adviser Rule 17g-5 Information Provider of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03, including prior advance written notice of any amendment to this Agreement pursuant to Section 11.03(a); (ii) any assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan Event of Default and any waiver of any Event of Default pursuant to Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment termination of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.01; and (xvii) an Event any termination of Defaultthe rights and obligations of a Servicer or the Servicing Administrator under any Servicing Agreement and any transfer of servicing or servicing administration under any Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies Agency provided for in this Section shall be in writing and sent first to the Rule 17g-5 Information Provider and then by first class mail, telecopy telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: FitchFitch Ratings, Inc. One State Street Plaza New YorkXxx Xxxxx Xxxxxx Xxxxx, NY 10004 Xxx00xx Xxxxx Xxx Xxxx, XX 00000 Attn: (000) 000SEMT 2012-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx 2 If to S&PKBRA, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill CompaniesXxxxx Bond Rating Agency, Inc. 55 Watxx 000 Xxxxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXX 00000 Attention: (000) 000-0000 XxxxxxxxxRMBS Surveillance Email: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing to the Depositor by such Rating Agency.xxxxxxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx (dc) The Trustee, Securities Administrator shall provide or in make available to each Rating Agency through the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee Rule 17g-5 Information Provider reports prepared pursuant to Section 7.6; or (ii) 4.02 and the appointment of a successor trustee reports filed on Form 10-K pursuant to Section 7.7; or 6.21(b)(i)(1) through (iii) 4). In addition, the appointment Securities Administrator shall, at the expense of a successor Operating Adviser pursuant the Trust Fund, make available to Section 9.37. (e) The Master Servicers shall deliver each Rating Agency through the Rule 17g-5 Information Provider such information as each Rating Agency may reasonably request regarding the Certificates or the Trust Fund, to the Rating Agencies and the Depositor any other extent that such information as is reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver available to the Primary Servicers and Securities Administrator; provided, the General Special Servicer each of the reports Securities Administrator shall not be required to be delivered by the General Master Servicer post to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor Rule 17g-5 Website any information as reasonably requested by previously posted to and available on the Rating Agencies and Depositor, as the case may beSecurities Administrator’s website. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof; (iii) notice of the repurchase of any Mortgage Loan or REO Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a the Master Servicer, a Special Servicer, the Paying Agent, the Operating Adviser or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Fiscal Agent, the Trustee, the Paying Agent, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Properties; (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New York, NY 10004 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's Ratings ServicesRating Services 00 Xxxxx Xxxxxx Xxx Xxxx, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx New York, NY 10041 XX 00000 Fax: (000) 000-0000 XxxxxxxxxAttention: Xxxxxxxial Commercial Mortgage Surveillxxxx Xxxxxxx Surveillance Manager If to Fitch, to: Fitch Ratings Xxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, XX 00000 Fax: (000) 000-0000 Attention: Commercial Mortgage Surveillance or at such address as shall be provided in writing to the Depositor by such Rating Agency. (dc) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ed) The Master Servicers Servicer shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers Servicer and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers Servicer and the General Special Servicer pursuant to the terms of this Agreement. The Trustee Trustee, the Paying Agent and the Special Servicers Servicer shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fe) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer, Paying Agent or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof; (iii) notice of the repurchase of any Mortgage Loan or REO Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a the Master Servicer, a Special Servicer, the Paying Agent, the Operating Adviser or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Fiscal Agent, the Trustee, the Paying Agent, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Properties; (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New York, NY 10004 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's Ratings ServicesRating Services 00 Xxxxx Xxxxxx Xxx Xxxx, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx New York, NY 10041 XX 00000 Fax: (000) 000-0000 XxxxxxxxxAttention: Xxxxxxxial Commercial Mortgage Surveillxxxx Xxxxxxx Surveillance Manager If to Fitch, to: Fitch Ratings Xxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, XX 00000 Fax: (000) 000-0000 Attention: Commercial Mortgage Surveillance or at such address as shall be provided in writing to the Depositor by such Rating Agency. (dc) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; oror -279- (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ed) The Master Servicers Servicer shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers Servicer and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers Servicer and the General Special Servicer pursuant to the terms of this Agreement. The Trustee Trustee, the Paying Agent and the Special Servicers Servicer shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fe) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer, Paying Agent or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.. Section

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to each Rating Agency through the Rating Agencies, the applicable Special Servicer and the Operating Adviser Rule 17g-5 Information Provider of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03, including prior advance written notice of any amendment to this Agreement pursuant to Section 11.03(a); (ii) any assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan Event of Default and any waiver of any Event of Default pursuant to Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment termination of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.01; and (xvii) an Event any termination of Defaultthe rights and obligations of a Servicer or the Servicing Administrator under any Servicing Agreement and any transfer of servicing or servicing administration under any Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies Agency provided for in this Section shall be in writing and sent first to the Rule 17g-5 Information Provider and then by first class mail, telecopy telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New YorkXxx Xxxxx Xxxxxx Xxxxx, NY 10004 Xxx00xx Xxxxx Xxx Xxxx, XX 00000 Attn: (000) 000SEMT 2012-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx 2 If to S&PKBRA, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill CompaniesXxxxx Bond Rating Agency, Inc. 55 Watxx 000 Xxxxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXX 00000 Attention: (000) 000-0000 XxxxxxxxxRMBS Surveillance Email: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing to the Depositor by such Rating Agency.xxxxxxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx (dc) The Trustee, Securities Administrator shall provide or in make available to each Rating Agency through the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee Rule 17g-5 Information Provider reports prepared pursuant to Section 7.6; or (ii) 4.02 and the appointment of a successor trustee reports filed on Form 10-K pursuant to Section 7.7; or 6.21(b)(i)(1) through (iii) 4). In addition, the appointment Securities Administrator shall, at the expense of a successor Operating Adviser pursuant the Trust Fund, make available to Section 9.37. (e) The Master Servicers shall deliver each Rating Agency through the Rule 17g-5 Information Provider such information as each Rating Agency may reasonably request regarding the Certificates or the Trust Fund, to the Rating Agencies and the Depositor any other extent that such information as is reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver available to the Primary Servicers and Securities Administrator; provided, the General Special Servicer each of the reports Securities Administrator shall not be required to be delivered by the General Master Servicer post to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor Rule 17g-5 Website any information as reasonably requested by previously posted to and available on the Rating Agencies and Depositor, as the case may beSecurities Administrator’s website. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to each Rating Agency through the Rating Agencies, the applicable Special Servicer and the Operating Adviser Rule 17g-5 Information Provider of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03, including prior advance written notice of any amendment to this Agreement pursuant to Section 11.03(a); (ii) any assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan Event of Default and any waiver of any Event of Default pursuant to Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment termination of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.01; and (xvii) an Event any termination of Defaultthe rights and obligations of a Servicer or the Servicing Administrator under any Servicing Agreement and any transfer of servicing or servicing administration under any Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies Agency provided for in this Section shall be in writing and sent first to the Rule 17g-5 Information Provider and then by first class mail, telecopy telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: FitchFitch Ratings, Inc. One State Street Plaza New YorkXxx Xxxxx Xxxxxx Xxxxx, NY 10004 Xxx00xx Xxxxx Xxx Xxxx, XX 00000 Attn: (000) 000SEMT 2012-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx 3 If to S&PKBRA, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill CompaniesXxxxx Bond Rating Agency, Inc. 55 Watxx 000 Xxxxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXX 00000 Electronic Mail: (000) 000-0000 Xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx Attention: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing RMBS Surveillance If to the Depositor by such Rating Agency.Moody’s, to: Xxxxx’x Investors Service 7 World Trade Center @ 000 Xxxxxxxxx Xx. Xxx Xxxx, XX 00000 Electronic Mail: xxxxxxxxxxxxxxx@xxxxxx.xxx Attn: Residential Mortgages (dc) The Trustee, Securities Administrator shall provide or in make available to each Rating Agency through the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee Rule 17g-5 Information Provider reports prepared pursuant to Section 7.6; or (ii) 4.02 and the appointment of a successor trustee reports filed on Form 10-K pursuant to Section 7.7; or 6.21(b)(i)(1) through (iii) 4). In addition, the appointment Securities Administrator shall, at the expense of a successor Operating Adviser pursuant the Trust Fund, make available to Section 9.37. (e) The Master Servicers shall deliver each Rating Agency through the Rule 17g-5 Information Provider such information as each Rating Agency may reasonably request regarding the Certificates or the Trust Fund, to the Rating Agencies and the Depositor any other extent that such information as is reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver available to the Primary Servicers and Securities Administrator; provided, the General Special Servicer each of the reports Securities Administrator shall not be required to be delivered by the General Master Servicer post to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor Rule 17g-5 Website any information as reasonably requested by previously posted to and available on the Rating Agencies and Depositor, as the case may beSecurities Administrator’s website. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser Agencies of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03; (ii) any Assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.02; and (xvii) an Event any termination of Defaultthe rights and obligations of any Servicer under the applicable Purchase and Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchMoody's, to: FitchMoody's Investors Service, Inc. One State 00 Church Street Plaza New York, NY 10004 Xxx: (000) 000-0000 Nxx Xxxx 00000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxxxxxx Xxxtgages If to S&P, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx 00 Xxxxx Xxreet New York, NY 10041 Fax: (000) 000-0000 Nex Xxxx 00000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx Xxxxxxxxxxx Xxxtgages If to Fitch Ratings, to: Fitch, Inc. One State Street Plaza New Yxxx, Xxx Xxxx 00000 Xxxxxxxxx: Xxxxxxxxxxx Xxxtgages (c) The Securities Administrator shall provide or at such address as shall be provided in writing make available to the Depositor by Rating Agencies reports prepared pursuant to Section 4.02. In addition, the Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency such information as such Rating AgencyAgency may reasonably request regarding the Certificates or the Trust Fund, to the extent that such information is reasonably available to the Securities Administrator. (d) The TrusteeDepositor hereby represents to S&P that, or in to the case of clauses (i) and (ii)Depositor's knowledge, the successor trustee shall give prompt notice information provided to such Rating Agency, including the loan level detail, is true and correct according to such Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37Agency's requirements. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to each Rating Agency through the Rating Agencies, the applicable Special Servicer and the Operating Adviser Rule 17g-5 Information Provider of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03, including prior advance written notice of any amendment to this Agreement pursuant to Section 11.03(a); (ii) any assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan Event of Default and any waiver of any Event of Default pursuant to Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment termination of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.01; and (xvii) an Event any termination of Defaultthe rights and obligations of a Servicer or the Servicing Administrator under any Servicing Agreement and any transfer of servicing or servicing administration under any Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for in this Section shall be in writing and sent first to the Rule 17g-5 Information Provider and then by first class mail, telecopy telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New YorkXxx Xxxxx Xxxxxx Xxxxx, NY 10004 Xxx00xx Xxxxx Xxx Xxxx, XX 00000 Attn: (000) 000SEMT 2013-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx 1 If to S&PKBRA, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill CompaniesXxxxx Bond Rating Agency, Inc. 55 Watxx 000 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXX 00000 Electronic Mail: (000) 000-0000 Xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx Attention: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing RMBS Surveillance If to the Depositor by such Rating Agency.Moody’s, to: Xxxxx’x Investors Service 7 World Trade Center @ 000 Xxxxxxxxx Xx. Xxx Xxxx, XX 00000 Electronic Mail: xxxxxxxxxxxxxxx@xxxxxx.xxx Attn: Residential Mortgages (dc) The Trustee, Securities Administrator shall provide or in make available to each Rating Agency through the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee Rule 17g-5 Information Provider reports prepared pursuant to Section 7.6; or (ii) 4.02 and the appointment of a successor trustee reports filed on Form 10-K pursuant to Section 7.7; or 6.21(b)(i)(1) through (iii) 4). In addition, the appointment Securities Administrator shall, at the expense of a successor Operating Adviser pursuant the Trust Fund, make available to Section 9.37. (e) The Master Servicers shall deliver each Rating Agency through the Rule 17g-5 Information Provider such information as each Rating Agency may reasonably request regarding the Certificates or the Trust Fund, to the Rating Agencies and the Depositor any other extent that such information as is reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver available to the Primary Servicers and Securities Administrator; provided, the General Special Servicer each of the reports Securities Administrator shall not be required to be delivered by the General Master Servicer post to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor Rule 17g-5 Website any information as reasonably requested by previously posted to and available on the Rating Agencies and Depositor, as the case may beSecurities Administrator’s website. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to each Rating Agency through the Rating Agencies, the applicable Special Servicer and the Operating Adviser Rule 17g-5 Information Provider of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03, including prior advance written notice of any amendment to this Agreement pursuant to Section 11.03(a); (ii) any assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan Event of Default and any waiver of any Event of Default pursuant to Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment termination of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.01; and (xvii) an Event any termination of Defaultthe rights and obligations of a Servicer or the Servicing Administrator under any Servicing Agreement and any transfer of servicing or servicing administration under any Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies Agency provided for in this Section shall be in writing and sent first to the Rule 17g-5 Information Provider and then by first class mail, telecopy telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: FitchFitch Ratings, Inc. One State Street Plaza New YorkOxx Xxxxx Xxxxxx Xxxxx, NY 10004 Xxx00xx Xxxxx Xxx Xxxx, XX 00000 Attn: (000) 000SEMT 2013-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx 4 If to S&PKBRA, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill CompaniesKxxxx Bond Rating Agency, Inc. 55 Watxx 800 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXX 00000 Electronic Mail: (000) 000-0000 Xxxxxxxxxmxxxxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx Attention: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing RMBS Surveillance If to the Depositor by such Rating Agency.Moody’s, to: Mxxxx’x Investors Service 7 World Trade Center @ 200 Xxxxxxxxx Xx Xxx Xxxx, XX 00000 Electronic Mail: sxxxxxxxxxxxxxx@xxxxxx.xxx Attn: Residential Mortgages (dc) The Trustee, Securities Administrator shall provide or in make available to each Rating Agency through the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee Rule 17g-5 Information Provider reports prepared pursuant to Section 7.6; or (ii) 4.02 and the appointment of a successor trustee reports filed on Form 10-K pursuant to Section 7.7; or 6.21(b)(i)(1) through (iii) 4). In addition, the appointment Securities Administrator shall, at the expense of a successor Operating Adviser pursuant the Trust Fund, make available to Section 9.37. (e) The Master Servicers shall deliver each Rating Agency through the Rule 17g-5 Information Provider such information as each Rating Agency may reasonably request regarding the Certificates or the Trust Fund, to the Rating Agencies and the Depositor any other extent that such information as is reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver available to the Primary Servicers and Securities Administrator; provided, the General Special Servicer each of the reports Securities Administrator shall not be required to be delivered by the General Master Servicer post to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor Rule 17g-5 Website any information as reasonably requested by previously posted to and available on the Rating Agencies and Depositor, as the case may beSecurities Administrator’s website. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to each Rating Agency through the Rating Agencies, the applicable Special Servicer and the Operating Adviser Rule 17g-5 Information Provider of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03, including prior advance written notice of any amendment to this Agreement pursuant to Section 11.03(a); (ii) any assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan Event of Default and any waiver of any Event of Default pursuant to Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment termination of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.01; and (xvii) an Event any termination of Defaultthe rights and obligations of the Servicer or the Servicing Administrator under the Servicing Agreement and any transfer of servicing or servicing administration under the Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies Agency provided for in this Section shall be in writing and sent first to the Rule 17g-5 Information Provider and then by first class mail, telecopy telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: FitchFitch Ratings, Inc. One State Street Plaza New YorkOxx Xxxxx Xxxxxx Xxxxx, NY 10004 Xxx00xx Xxxxx Xxx Xxxx, XX 00000 Attn: (000) 000SEMT 2013-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx 6 If to S&PKBRA, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill CompaniesKxxxx Bond Rating Agency, Inc. 55 Watxx 800 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXX 00000 Electronic Mail: (000) 000-0000 Xxxxxxxxxmxxxxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx Attention: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing RMBS Surveillance If to the Depositor by such Rating Agency.Moody’s, to: Mxxxx’x Investors Service 7 World Trade Center @ 200 Xxxxxxxxx Xx Xxx Xxxx, XX 00000 Electronic Mail: sxxxxxxxxxxxxxx@xxxxxx.xxx Attn: Residential Mortgages (dc) The Trustee, Securities Administrator shall provide or in make available to each Rating Agency through the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee Rule 17g-5 Information Provider reports prepared pursuant to Section 7.6; or (ii) 4.02 and the appointment of a successor trustee reports filed on Form 10-K pursuant to Section 7.7; or 6.21(b)(i)(1) through (iii) 4). In addition, the appointment Securities Administrator shall, at the expense of a successor Operating Adviser pursuant the Trust Fund, make available to Section 9.37. (e) The Master Servicers shall deliver each Rating Agency through the Rule 17g-5 Information Provider such information as each Rating Agency may reasonably request regarding the Certificates or the Trust Fund, to the Rating Agencies and the Depositor any other extent that such information as is reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver available to the Primary Servicers and Securities Administrator; provided, the General Special Servicer each of the reports Securities Administrator shall not be required to be delivered by the General Master Servicer post to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor Rule 17g-5 Website any information as reasonably requested by previously posted to and available on the Rating Agencies and Depositor, as the case may beSecurities Administrator’s website. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to each Rating Agency through the Rating Agencies, the applicable Special Servicer and the Operating Adviser Rule 17g-5 Information Provider of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03, including prior advance written notice of any amendment to this Agreement pursuant to Section 11.03(a); (ii) any assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan Event of Default and any waiver of any Event of Default pursuant to Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment termination of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.01; and (xvii) an Event any termination of Defaultthe rights and obligations of a Servicer or the Servicing Administrator under any Servicing Agreement and any transfer of servicing or servicing administration under any Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies Agency provided for in this Section shall be in writing and sent first to the Rule 17g-5 Information Provider and then by first class mail, telecopy telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: FitchFitch Ratings, Inc. One State Street Plaza New YorkOxx Xxxxx Xxxxxx Xxxxx, NY 10004 Xxx00xx Xxxxx Xxx Xxxx, XX 00000 Attn: (000) 000SEMT 2013-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx 8 If to S&PKBRA, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill CompaniesKxxxx Bond Rating Agency, Inc. 55 Watxx 800 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXX 00000 Electronic Mail: (000) 000-0000 Xxxxxxxxxmxxxxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx Attention: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing RMBS Surveillance If to the Depositor by such Rating Agency.Moody’s, to: Mxxxx’x Investors Service 7 World Trade Center @ 200 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Electronic Mail: sxxxxxxxxxxxxx@xxxxxx.xxx Attention: Residential Mortgages (dc) The Trustee, Securities Administrator shall provide or in make available to each Rating Agency through the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee Rule 17g-5 Information Provider reports prepared pursuant to Section 7.6; or (ii) 4.02 and the appointment of a successor trustee reports filed on Form 10-K pursuant to Section 7.7; or 6.21(b)(i)(1) through (iii) 4). In addition, the appointment Securities Administrator shall, at the expense of a successor Operating Adviser pursuant the Trust Fund, make available to Section 9.37. (e) The Master Servicers shall deliver each Rating Agency through the Rule 17g-5 Information Provider such information as each Rating Agency may reasonably request regarding the Certificates or the Trust Fund, to the Rating Agencies and the Depositor any other extent that such information as is reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver available to the Primary Servicers and Securities Administrator; provided, the General Special Servicer each of the reports Securities Administrator shall not be required to be delivered by the General Master Servicer post to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor Rule 17g-5 Website any information as reasonably requested by previously posted to and available on the Rating Agencies and Depositor, as the case may beSecurities Administrator’s website. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to each Rating Agency through the Rating Agencies, the applicable Special Servicer and the Operating Adviser Rule 17g-5 Information Provider of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03, including prior advance written notice of any amendment to this Agreement pursuant to Section 11.03(a); (ii) any assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan Event of Default and any waiver of any Event of Default pursuant to Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment termination of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.01; and (xvii) an Event any termination of Defaultthe rights and obligations of a Servicer or the Servicing Administrator under any Servicing Agreement and any transfer of servicing or servicing administration under any Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies Agency provided for in this Section shall be in writing and sent first to the Rule 17g-5 Information Provider and then by first class mail, telecopy telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New YorkXxx Xxxxx Xxxxxx Xxxxx, NY 10004 Xxx00xx Xxxxx Xxx Xxxx, XX 00000 Attn: (000) 000SEMT 2012-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx 4 If to S&PKBRA, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill CompaniesXxxxx Bond Rating Agency, Inc. 55 Watxx 000 Xxxxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXX 00000 Electronic Mail: (000) 000-0000 Xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx Attention: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing RMBS Surveillance If to the Depositor by such Rating Agency.Moody’s, to: Xxxxx’x Investors Service 7 World Trade Center @ 000 Xxxxxxxxx Xx. Xxx Xxxx, XX 00000 Electronic Mail: xxxxxxxxxxxxxxx@xxxxxx.xxx Attn: Residential Mortgages (dc) The Trustee, Securities Administrator shall provide or in make available to each Rating Agency through the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee Rule 17g-5 Information Provider reports prepared pursuant to Section 7.6; or (ii) 4.02 and the appointment of a successor trustee reports filed on Form 10-K pursuant to Section 7.7; or 6.21(b)(i)(1) through (iii) 4). In addition, the appointment Securities Administrator shall, at the expense of a successor Operating Adviser pursuant the Trust Fund, make available to Section 9.37. (e) The Master Servicers shall deliver each Rating Agency through the Rule 17g-5 Information Provider such information as each Rating Agency may reasonably request regarding the Certificates or the Trust Fund, to the Rating Agencies and the Depositor any other extent that such information as is reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver available to the Primary Servicers and Securities Administrator; provided, the General Special Servicer each of the reports Securities Administrator shall not be required to be delivered by the General Master Servicer post to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor Rule 17g-5 Website any information as reasonably requested by previously posted to and available on the Rating Agencies and Depositor, as the case may beSecurities Administrator’s website. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser Agencies of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03; (ii) any Assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.02; and (xvii) an Event any termination of Defaultthe rights and obligations of any Servicer under the applicable Purchase and Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchMoody's, to: FitchXxxxx'x Investors Service, Inc. One State Street Plaza New York00 Xxxxxx Xxxxxx Xxx Xxxx, NY 10004 XxxXxx Xxxx 00000 Attention: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Residential Mortgages 106 If to S&P, to: Standard & Poor's Ratings Services, a division of The McGrawXxXxxx-Hill Xxxx Companies, Inc. 55 Watxx 00 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXxx Xxxx 00000 Attention: Residential Mortgages If to Fitch Ratings, to: Fitch, Inc. Xxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Residential Mortgages (000c) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx The Securities Administrator shall provide or at such address as shall be provided in writing make available to the Depositor by Rating Agencies reports prepared pursuant to Section 4.02. In addition, the Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency such information as such Rating AgencyAgency may reasonably request regarding the Certificates or the Trust Fund, to the extent that such information is reasonably available to the Securities Administrator. (d) The TrusteeDepositor hereby represents to S&P that, or in to the case of clauses (i) and (ii)Depositor's knowledge, the successor trustee shall give prompt notice information provided to such Rating Agency, including the loan level detail, is true and correct according to such Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37Agency's requirements. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser Agencies of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03; (ii) any Assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.02; and (xvii) an Event any termination of Defaultthe rights and obligations of any Servicer under the applicable Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchMoody's, to: Moody's Investors Service, Inc. 99 Church Street New Xxxx, Xew York 10007 Attention: Xxxxxxxxxxx Xxxxxxxxx Xx xx X&X, xx: Standard & Poor's Ratings Service, a Division of The McGraw-Hill Companies, Inc. 55 Water Street Xxx Xxxx, New York 10041 Attention: Xxxxxxxxxxx Xxxxxxxxx Xx xx Xxxxx Xxxxxgs, to: Fitch, Inc. One State Street Plaza New York, NY New York 10004 XxxAttenxxxx: Xxxxxxxxxxx Xxxxxxxxx (000x) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx New York, NY 10041 Fax: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx Xxx Xxxxxxxxxs Administrator shall provide or at such address as shall be provided in writing make available to the Depositor by Rating Agencies reports prepared pursuant to Section 4.02. In addition, the Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency such information as such Rating AgencyAgency may reasonably request regarding the Certificates or the Trust Fund, to the extent that such information is reasonably available to the Securities Administrator. (d) The TrusteeDepositor hereby represents to S&P that, or in to the case of clauses (i) and (ii)Depositor's knowledge, the successor trustee shall give prompt notice information provided to such Rating Agency, including the loan level detail, is true and correct according to such Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37Agency's requirements. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to each Rating Agency through the Rating Agencies, the applicable Special Servicer and the Operating Adviser Rule 17g-5 Information Provider of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 12.03, including prior advance written notice of any amendment to this Agreement pursuant to Section 12.03(a); (ii) any assignment by the Interim Certification and Servicers or Master Servicer of its respective rights hereunder or delegation of its respective duties under the Final Certification required pursuant to Section 2.2 hereofrelated Servicing Agreement or hereunder, as applicable; (iii) notice of the repurchase occurrence of any Mortgage Loan Event of Default or SPS Event of Default and any waiver of any Event of Default or SPS Event of Default pursuant to Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer or Servicer pursuant to Sections 6.14 and 10.34 respectively, and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser Servicer or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment termination of any successor to a any Master Servicer, the Trustee, the Operating Adviser Servicer or the Special Servicer pursuant to Section 7.7Sections 6.14; or 9.01, 7.14 or 9.37 hereofrespectively; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.01; and (xvii) an Event any termination of Defaultthe rights and obligations of the Servicers under this Agreement or the Servicing Agreements and any transfer of servicing under this Agreement or the Servicing Agreements. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for in this Section shall be in writing and sent first to the Rule 17g-5 Information Provider and then by first class mail, telecopy telecopy, electronic mail or overnight courier, as applicable, as follows: If to FitchDBRS, Inc., to: FitchDBRS, Inc. One State Street Plaza New York140 Xxxxxxxx, NY 10004 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 If to S&P, to: Standard & Poor's ’s Ratings Services, a division of The McGraw-Hill CompaniesStandard & Poor’s Financial Services LLC business, Inc. 55 Watxx Xxxxxx New York, NY 10041 Faxto: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing to the Depositor by such Rating Agency.RXXXXxxx@xxxxxxxxxxxxxxxx.xxx (dc) The Trustee, Securities Administrator shall provide or in make available to each Rating Agency through the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee Rule 17g-5 Information Provider reports prepared pursuant to Section 7.6; or (ii) 4.02. In addition, the appointment Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency through the Rule 17g-5 Information Provider such information as a successor trustee pursuant to Section 7.7; or (iii) Rating Agency may reasonably request regarding the appointment of a successor Operating Adviser pursuant to Section 9.37. (e) The Master Servicers shall deliver Certificates or the Trust Fund, to the Rating Agencies and the Depositor any other extent that such information as is reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver available to the Primary Servicers and Securities Administrator; provided, the General Special Servicer each of the reports Securities Administrator shall not be required to be delivered by the General Master Servicer post to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor Rule 17g-5 Website any information as reasonably requested by previously posted to and available on the Rating Agencies and Depositor, as the case may beSecurities Administrator’s website. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser Agencies of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 12.03; (ii) any Assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.02; and (xvii) an Event any termination of Defaultthe rights and obligations of the Servicer under the applicable Purchase and Servicing Agreement or Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchMoody’s, to: Mxxxx’x Investors Service, Inc. 90 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 If to S&P, to Standard & Poor’s Ratings Services, a division of the MxXxxx-Xxxx Companies, Inc 50 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Structured Finance Surveillance Group If to Fitch Ratings, to: Fitch, Inc. One State Street Plaza New YorkOxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, NY 10004 XxxXxx Xxxx 00000 Attention: Residential Mortgages (000c) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx New York, NY 10041 Fax: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx Securities Administrator shall provide or at such address as shall be provided in writing make available to the Depositor by Rating Agencies reports prepared pursuant to Section 4.02. In addition, the Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency such information as such Rating AgencyAgency may reasonably request regarding the Certificates or the Trust Fund, to the extent that such information is reasonably available to the Securities Administrator. (d) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37[Reserved]. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 14.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof; (iii) notice of the repurchase of any Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a the Master Servicer, a the Special Servicer, the Paying Agent, the Operating Adviser or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Trustee, the Paying Agent, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Properties; (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: [If to FitchMoody’s, to: FitchMxxxx’x Investors Service, Inc. One State Street Plaza New York90 Xxxxxx Xxxxxx Xxx Xxxx, NY 10004 XxxXX 00000 Fax: (000) 000-000 0000 XxxxxxxxxAttention: Xxxxxxxial Mortgage Surveillxxxx Structured Finance Commercial Real Estate Monitoring If to S&P, to: Standard & Poor's ’s Ratings ServicesServices 50 Xxxxx Xxxxxx Xxx Xxxx, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx New York, NY 10041 XX 00000 Fax: (000) 000-0000 XxxxxxxxxAttention: Xxxxxxxial Commercial Mortgage Surveillxxxx Xxxxxxx Surveillance Manager] or at such address as shall be provided in writing to the Depositor by such Rating Agency. (dc) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ed) The Master Servicers Servicer shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee Trustee, the Paying Agent and the Special Servicers Servicer shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fe) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer, the Paying Agent or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer or, in the case of the items in clauses (vi) and (vii) below), the successor trustee) shall give prompt notice to the Rating AgenciesAgencies and, except in the applicable Special Servicer and case of clause (viii), the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof; (ii) any repurchase or replacement of any Mortgage Loan by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofSeller; (iii) notice waiver of the repurchase of any Mortgage Loan pursuant to a due-on-sale or due-on-encumbrance clause as provided in Section 2.3(a) hereof8.6; (iv) any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser Servicer or the Trustee Special Servicer pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Trustee, the Operating Adviser Servicer or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereofthis Agreement; (vi) waiver the resignation or removal of a due-on-sale clause as provided in the Trustee pursuant to Section 14.17.6; (vii) waiver the appointment of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect successor trustee pursuant to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Section 7.7; (viii) the making election, resignation or removal of a final payment an Operating Adviser pursuant to Section 10.3 hereof;8.32; or (ix) a Servicing Transfer Event; and (x) an Event termination of Defaultthe Trust pursuant to Article X hereof. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: FitchFitch IBCA, Inc. One State Street Plaza New YorkXxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, NY 10004 XxxXxx Xxxx 00000 Attention: Commercial Mortgage Surveillance Telecopy: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&PMoody's, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill CompaniesXxxxx'x Investors Service, Inc. 55 Watxx 00 Xxxxxx New YorkXxxxxx Xxx Xxxx, NY 10041 FaxXxx Xxxx 00000 Attention: Commercial Mortgage Surveillance Telecopy: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or If to any other Rating Agency, at such address as shall be provided in writing to the Depositor by such Rating Agency. (d) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ec) The Master Servicers Servicer and the Special Servicer shall each deliver to the Trustee, the Rating Agencies and the Depositor Depositor, copies of all reports prepared by the Master Servicer or Special Servicer, as the case may be, pursuant to this Agreement and required to be delivered to each other, the Trustee or the Certificateholders, together with any other information relating to the Mortgage Loans or this Agreement as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fd) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer, the Special Servicer or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer or, in the case of the items in clauses (vi) and (vii) below), the successor trustee) shall give prompt notice to the Rating AgenciesAgencies and, except in the applicable Special Servicer and case of clause (viii), the Operating Adviser (or if no Operating Adviser has been elected, the Majority Certificateholder of the Controlling Class), of the occurrence of any of the following events of which it has noticenotice or actual knowledge: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofany repurchase or replacement of any Mortgage Loan by a Seller; (iii) notice waiver of the repurchase of any Mortgage Loan pursuant to a due-on-sale or due-on-encumbrance clause as provided in Section 2.3(a) hereof8.6; (iv) any resignation or removal of a the Master Servicer, a the Special Servicer, the Operating Adviser Servicer or the Trustee Fiscal Agent pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Trustee, the Operating Adviser Special Servicer or the Special Servicer Fiscal Agent pursuant to Section 7.7, 7.14 or 9.37 hereofthis Agreement; (vi) waiver the resignation or removal of a due-on-sale clause as provided in the Trustee pursuant to Section 14.17.6; (vii) waiver the appointment of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect successor trustee pursuant to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Section 7.7; (viii) the making election, resignation or removal of a final payment an Operating Adviser pursuant to Section 10.3 hereof8.32; (ix) a Servicing Transfer Event; andtermination of the Trust pursuant to Article X hereof; (x) the final distribution to any Class of Certificateholders; or (xi) an Event of Default.. 189 (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchMoody's, to: FitchXxxxx'x Investors Service, Inc. One State Street Plaza New York00 Xxxxxx Xxxxxx Xxx Xxxx, NY 10004 XxxXX 00000 Attention: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Structured Finance Commercial Real Estate Monitoring If to S&PFitch IBCA, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill CompaniesFitch IBCA, Inc. 55 Watxx Xxx Xxxxx Xxxxxx New YorkXxxxx Xxx Xxxx, NY 10041 FaxXX 00000 Attention: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Commercial Mortgage Surveillxxxx Xxxxxxx or Surveillance If to any other Rating Agency, at such address as shall be provided in writing to the Depositor by such Rating Agency. (d) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ec) The Master Servicers Servicer and the Special Servicer shall each deliver to the Trustee, and the Trustee shall deliver to the Rating Agencies and the Depositor Depositor, copies of all reports prepared by the Master Servicer or Special Servicer, as the case may be, pursuant to this Agreement and required to be delivered to each other, the Trustee or the Certificateholders, together with any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fd) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer, the Special Servicer or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies. (e) The Trustee, the Master Servicer and the Special Servicer, as applicable, shall furnish to each Rating Agency with respect to each Mortgage Loan such information as the Rating Agency shall reasonably request and which the Trustee, Master Servicer or Special Servicer can reasonably provide in accordance with applicable law, the related Mortgage Loan documents and without waiving any attorney-client privilege relating to such information. The Trustee, Master Servicer and Special Servicer, as applicable, may include any reasonable disclaimer they deem appropriate with respect to such information. 190 (f) The parties hereto acknowledge that the Sellers are obligated to pay the surveillance fees of the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 14.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof; (iii) notice of the repurchase of any Mortgage Loan or REO Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a the Master Servicer, a Special Servicer, the Paying Agent, the Operating Adviser or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Trustee, the Paying Agent, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Properties; (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: Fitchcccxviii Fitch Ratings, Inc. One State Street Plaza New York, NY 10004 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx New York, NY 10041 10009 Fax: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Xxxxxxxxxx Xortgage Surveillxxxx Xxxxxxx If to Moody's, to: Moody's Investors Services, Inc. 99 Church Street Xew York, NY 10009 Fax: (200) 000-0000 Xxxxxxxxx: Xxxxxxxxxx Finance Commerciax Xxxx Xxxxxx Monitoring, or at such address as shall be provided in writing to the Depositor by such Rating Agency. (dc) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ed) The Master Servicers Servicer shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the applicable Primary Servicers Servicer and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the applicable Primary Servicers Servicer and the General Special Servicer pursuant to the terms of this Agreement. The Trustee Trustee, the Paying Agent and the Special Servicers Servicer shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fe) Any notice or other document required to be delivered or mailed by the Depositor, Master Servicer, the Master Servicers Paying Agent or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser Agencies of the occurrence of any of the following events of which it has notice:: 98795 Sequoia 2004-1 Pooling and Servicing Agmt. (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03; (ii) any Assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.02; and (xvii) an Event any termination of Defaultthe rights and obligations of any Servicer under the applicable Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchMoody’s, to: FitchMxxxx’x Investors Service, Inc. One State Street Plaza New York90 Xxxxxx Xxxxxx Xxx Xxxx, NY 10004 XxxXxx Xxxx 00000 Attention: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Residential Mortgages If to S&P, to: Standard & Poor's ’s Ratings Services, a division of The McGrawMxXxxx-Hill Xxxx Companies, Inc. 55 Watxx 50 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXxx Xxxx 00000 Attention: Residential Mortgages If to Fitch Ratings, to: Fitch, Inc. Oxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Residential Mortgages (000c) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx The Securities Administrator shall provide or at such address as shall be provided in writing make available to the Depositor by Rating Agencies reports prepared pursuant to Section 4.02. In addition, the Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency such information as such Rating AgencyAgency may reasonably request regarding the Certificates or the Trust Fund, to the extent that such information is reasonably available to the Securities Administrator. 98795 Sequoia 2004-1 Pooling and Servicing Agmt. (d) The TrusteeDepositor hereby represents to S&P that, or in to the case of clauses (i) and (ii)Depositor’s knowledge, the successor trustee shall give prompt notice information provided to such Rating Agency, including the loan level detail, is true and correct according to such Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37Agency’s requirements. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof; (iii) notice of the repurchase of any Mortgage Loan or REO Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a the Master Servicer, a Special Servicer, the Paying Agent, the Operating Adviser or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Fiscal Agent, the Trustee, the Paying Agent, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Properties; (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: FitchFitch Ratings, Inc. One State Street Plaza New YorkXxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, NY 10004 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx New York, NY 10041 XX 00000 Fax: (000) 000-0000 XxxxxxxxxAttention: Xxxxxxxial Commercial Mortgage Surveillxxxx Xxxxxxx Surveillance If to Moody's, to: Xxxxx'x Investors Service, Inc. 00 Xxxxxx Xxxxxx Xxx Xxxx, XX 00000 Fax: (000) 000-0000 Attention: Structured Finance Commercial Real Estate Monitoring or at such address as shall be provided in writing to the Depositor by such Rating Agency. (dc) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ed) The Master Servicers Servicer shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee Trustee, the Paying Agent and the Special Servicers Servicer shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fe) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer, Paying Agent or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof; (iii) notice of the repurchase of any Mortgage Loan or REO Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a the Master Servicer, a Special Servicer, the Paying Agent, the Operating Adviser or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Fiscal Agent, the Trustee, the Paying Agent, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Properties; (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchMoody's, to: FitchXxxxx'x Investors Service, Inc. One State Street Plaza New York00 Xxxxxx Xxxxxx Xxx Xxxx, NY 10004 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx New York, NY 10041 XX 00000 Fax: (000) 000-0000 XxxxxxxxxAttention: Xxxxxxxial Structured Finance Commercial Real Estate Monitoring If to Fitch, to: Fitch Ratings Xxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, XX 00000 Fax: (000) 000-0000 Attention: Commercial Mortgage Surveillxxxx Xxxxxxx Surveillance or at such address as shall be provided in writing to the Depositor by such Rating Agency. (dc) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ed) The Master Servicers Servicer shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers Servicer and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers Servicer and the General Special Servicer pursuant to the terms of this Agreement. The Trustee Trustee, the Paying Agent and the Special Servicers Servicer shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fe) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer, Paying Agent or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser Agencies of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03; (ii) any Assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof;Master Servicer of its rights hereunder or delegation of its duties hereunder; 105 (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.02; and (xvii) an Event any termination of Defaultthe rights and obligations of any Servicer under the applicable Purchase and Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchMoody's, to: FitchMoody's Investors Service, Inc. One State 99 Church Street Plaza New York, NY 10004 Xxx: (000) 000-0000 Xxx Xxxx 00000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxxxxxx Mortgages If to S&P, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx 00 Xxxxx Street New York, NY 10041 Fax: (000) 000-0000 Xxx Xxxx 00000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx Xxxxxxxxxxx Mortgages If to Fitch Ratings, to: Fitch, Inc. One State Street Plaza Nex Xxxx, Xxx Xxxx 00000 Xxxxxxxxx: Xxxxxxxxxxx Mortgages (c) The Securities Administrator shall provide or at such address as shall be provided in writing make available to the Depositor by Rating Agencies reports prepared pursuant to Section 4.02. In addition, the Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency such information as such Rating AgencyAgency may reasonably request regarding the Certificates or the Trust Fund, to the extent that such information is reasonably available to the Securities Administrator. (d) The TrusteeDepositor hereby represents to S&P that, or in to the case of clauses (i) and (ii)Depositor's knowledge, the successor trustee shall give prompt notice information provided to such Rating Agency, including the loan level detail, is true and correct according to such Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this AgreementAgency's requirements. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.106

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof;; -285- (iii) notice of the repurchase of any Mortgage Loan or REO Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a the Master Servicer, a Special Servicer, the Paying Agent, the Operating Adviser or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Fiscal Agent, the Trustee, the Paying Agent, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Properties; (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New York, NY 10004 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's Ratings ServicesRating Services 00 Xxxxx Xxxxxx Xxx Xxxx, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx New York, NY 10041 XX 00000 Fax: (000) 000-0000 XxxxxxxxxAttention: Xxxxxxxial Commercial Mortgage Surveillxxxx Xxxxxxx Surveillance Manager If to Moody's, to: Xxxxx'x Investors Service, Inc. 00 Xxxxxx Xxxxxx Xxx Xxxx, XX 00000 Fax: (000) 000-0000 Attention: Structured Finance Commercial Real Estate Monitoring or at such address as shall be provided in writing to the Depositor by such Rating Agency. (dc) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ed) The Master Servicers Servicer shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers Servicer and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers Servicer and the General Special Servicer pursuant to the terms of this Agreement. The Trustee Trustee, the Paying Agent and the Special Servicers Servicer shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fe) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer, Paying Agent or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer or, in the case of the items in clauses (vi) and (vii) below), the successor trustee) shall give prompt notice to the Rating AgenciesAgencies and, except in the applicable Special Servicer and case of clause (viii), the Operating Adviser (or if no Operating Adviser has been elected, the Majority Certificateholder of the Controlling Class), of the occurrence of any of the following events of which it has noticenotice or actual knowledge: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofany repurchase or replacement of any Mortgage Loan by a Seller; (iii) notice waiver of the repurchase of any Mortgage Loan pursuant to a due-on-sale or due-on-encumbrance clause as provided in Section 2.3(a) hereof;8.6; 155 (iv) any resignation or removal of a the Master Servicer, a the Special Servicer, the Operating Adviser Servicer or the Trustee Fiscal Agent pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Trustee, the Operating Adviser Special Servicer or the Special Servicer Fiscal Agent pursuant to Section 7.7, 7.14 or 9.37 hereofthis Agreement; (vi) waiver the resignation or removal of a due-on-sale clause as provided in the Trustee pursuant to Section 14.17.6; (vii) waiver the appointment of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect successor trustee pursuant to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Section 7.7; (viii) the making election, resignation or removal of a final payment an Operating Adviser pursuant to Section 10.3 hereof8.32; (ix) a Servicing Transfer Eventtermination of the Trust pursuant to Article X hereof; (x) the final distribution to any Class of Certificateholders; and (xxi) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchDCR, to: FitchDuff & Xxxxxx Credit Rating Co. 00 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Inc. One State Street Plaza New York, NY 10004 XxxXxxxxxxx 00000 Attention: Structured Finance Commercial Real Estate Monitoring Telecopy: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&PFitch, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill CompaniesFitch IBCA, Inc. 55 Watxx Xxx Xxxxx Xxxxxx New YorkXxxxx Xxx Xxxx, NY 10041 FaxX.X. 00000 Attention: Commercial Mortgage Surveillance Telecopy: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or If to any other Rating Agency, at such address as shall be provided in writing to the Depositor by such Rating Agency. (d) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ec) The Master Servicers Servicer and the Special Servicer shall each deliver to the Trustee, and the Trustee shall deliver to the Rating Agencies and the Depositor Depositor, copies of all reports prepared by the Master Servicer or Special Servicer, as the case may be, pursuant to this Agreement and required to be delivered to each other, the Trustee or the Certificateholders, together with any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fd) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer, the Special Servicer or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless 156 otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser Agencies of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03; (ii) any assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.02; and (xvii) an Event any termination of Defaultthe rights and obligations of any Servicer under the applicable Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchMoody's, to: FitchXxxxx'x Investors Service, Inc. One State Street Plaza New York00 Xxxxxx Xxxxxx Xxx Xxxx, NY 10004 XxxXxx Xxxx 00000 Attention: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Residential Mortgages 108 If to S&P, to: Standard & Poor's Ratings Services, a division of The McGrawXxXxxx-Hill Xxxx Companies, Inc. 55 Watxx 00 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXxx Xxxx 00000 Attention: Residential Mortgages If to Fitch Ratings, to: Fitch, Inc. Xxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Residential Mortgages (000c) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx The Securities Administrator shall provide or at such address as shall be provided in writing make available to the Depositor by Rating Agencies reports prepared pursuant to Section 4.02. In addition, the Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency such information as such Rating AgencyAgency may reasonably request regarding the Certificates or the Trust Fund, to the extent that such information is reasonably available to the Securities Administrator. (d) The TrusteeDepositor hereby represents to S&P that, or in to the case of clauses (i) and (ii)Depositor's knowledge, the successor trustee shall give prompt notice information provided to such Rating Agency, including the loan level detail, is true and correct according to such Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37Agency's requirements. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to each Rating Agency through the Rating Agencies, the applicable Special Servicer and the Operating Adviser Rule 17g-5 Information Provider of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03, including prior advance written notice of any amendment to this Agreement pursuant to Section 11.03(a); (ii) any assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan Event of Default and any waiver of any Event of Default pursuant to Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment termination of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.01; and (xvii) an Event any termination of Defaultthe rights and obligations of a Servicer or the Servicing Administrator under any Servicing Agreement and any transfer of servicing or servicing administration under any Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for in this Section shall be in writing and sent first to the Rule 17g-5 Information Provider and then by first class mail, telecopy telecopy, electronic mail or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New YorkOxx Xxxxx Xxxxxx Xxxxx, NY 10004 Xxx00xx Xxxxx Xxx Xxxx, XX 00000 Attn: (000) 000SEMT 2013-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx 1 If to S&PKBRA, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill CompaniesKxxxx Bond Rating Agency, Inc. 55 Watxx 800 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXX 00000 Electronic Mail: (000) 000-0000 Xxxxxxxxxmxxxxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx Attention: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing RMBS Surveillance If to the Depositor by such Rating Agency.Moody’s, to: Mxxxx’x Investors Service 7 World Trade Center @ 200 Xxxxxxxxx Xx. Xxx Xxxx, XX 00000 Electronic Mail: sxxxxxxxxxxxxxx@xxxxxx.xxx Attn: Residential Mortgages (dc) The Trustee, Securities Administrator shall provide or in make available to each Rating Agency through the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee Rule 17g-5 Information Provider reports prepared pursuant to Section 7.6; or (ii) 4.02 and the appointment of a successor trustee reports filed on Form 10-K pursuant to Section 7.7; or 6.21(b)(i)(1) through (iii) 4). In addition, the appointment Securities Administrator shall, at the expense of a successor Operating Adviser pursuant the Trust Fund, make available to Section 9.37. (e) The Master Servicers shall deliver each Rating Agency through the Rule 17g-5 Information Provider such information as each Rating Agency may reasonably request regarding the Certificates or the Trust Fund, to the Rating Agencies and the Depositor any other extent that such information as is reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver available to the Primary Servicers and Securities Administrator; provided, the General Special Servicer each of the reports Securities Administrator shall not be required to be delivered by the General Master Servicer post to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor Rule 17g-5 Website any information as reasonably requested by previously posted to and available on the Rating Agencies and Depositor, as the case may beSecurities Administrator’s website. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 14.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof; (iii) notice of the repurchase of any Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a the Master Servicer, a the Special Servicer, the Paying Agent, the Operating Adviser or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Trustee, the Paying Agent, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Properties; (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: [If to FitchMoody's, to: FitchMoody's Investors Service, Inc. One State 99 Church Street Plaza New York, NY 10004 10009 Xxx: (000) 000-000 0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Structured Finance Commexxxxx Xxxx Xxxate Monitoring If to S&P, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. Services 55 Watxx Xxxxxx Water Street New York, NY 10041 FaxXxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Commercial Mortgage Surveillxxxx Xxxxxxx Survxxxxxxxx Xxxxxer] or at such address as shall be provided in writing to the Depositor by such Rating Agency. (dc) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ed) The Master Servicers Servicer shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee Trustee, the Paying Agent and the Special Servicers Servicer shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fe) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer, the Paying Agent or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser Agencies of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03; (ii) any Assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.02; and (xvii) an Event any termination of Defaultthe rights and obligations of any Servicer under the applicable Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchMoody's, to: FitchXxxxx'x Investors Service, Inc. One State Street Plaza New York00 Xxxxxx Xxxxxx Xxx Xxxx, NY 10004 XxxXxx Xxxx 00000 Attention: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Residential Mortgages 108 If to S&P, to: Standard & Poor's Ratings Services, a division of The McGrawXxXxxx-Hill Xxxx Companies, Inc. 55 Watxx 00 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXxx Xxxx 00000 Attention: Residential Mortgages If to Fitch Ratings, to: Fitch, Inc. Xxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Residential Mortgages (000c) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx The Securities Administrator shall provide or at such address as shall be provided in writing make available to the Depositor by Rating Agencies reports prepared pursuant to Section 4.02. In addition, the Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency such information as such Rating AgencyAgency may reasonably request regarding the Certificates or the Trust Fund, to the extent that such information is reasonably available to the Securities Administrator. (d) The TrusteeDepositor hereby represents to S&P that, or in to the case of clauses (i) and (ii)Depositor's knowledge, the successor trustee shall give prompt notice information provided to such Rating Agency, including the loan level detail, is true and correct according to such Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37Agency's requirements. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer or, in the case of the items in clauses (vi) and (vii) below), the successor trustee) shall give prompt notice to the Rating AgenciesAgencies and, except in the case of clause (viii), the applicable Special Servicer and the Operating Adviser Adviser, of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofany repurchase or replacement of any Mortgage Loan by a Seller; (iii) notice waiver of the repurchase of any Mortgage Loan pursuant to a due-on-sale or due-on-encumbrance clause as provided in Section 2.3(a) hereof8.6; (iv) any resignation or removal of a the Master Servicer, a the Special Servicer, the Operating Adviser Servicer or the Trustee Fiscal Agent pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Trustee, the Operating Adviser Special Servicer or the Special Servicer Fiscal Agent pursuant to Section 7.7, 7.14 or 9.37 hereofthis Agreement; (vi) waiver the resignation or removal of a due-on-sale clause as provided in the Trustee pursuant to Section 14.17.6; (vii) waiver the appointment of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect successor trustee pursuant to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Section 7.7; (viii) the making election, resignation or removal of a final payment an Operating Adviser pursuant to Section 10.3 hereof;8.32; or (ix) a Servicing Transfer Event; and (x) an Event termination of Defaultthe Trust pursuant to Article X hereof. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: 165 If to FitchDCR, to: FitchDuff & Xxxxxx Credit Rating Co. 00 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Inc. One State Street Plaza New York, NY 10004 XxxXxxxxxxx 00000 Attention: Structured Finance Commercial Real Estate Monitoring Telecopy: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's Ratings ServicesServices 00 Xxxxxxxx Xxx Xxxx, a division of The McGraw-Hill CompaniesXxx Xxxx 00000 Attention: Commercial Mortgage Surveillance Manager If to any other Rating Agency, Inc. 55 Watxx Xxxxxx New York, NY 10041 Fax: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing to the Depositor by such Rating Agency. (d) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ec) The Master Servicers Servicer and the Special Servicer shall each deliver to the Trustee, and the Trustee shall deliver to the Rating Agencies and the Depositor Depositor, copies of all reports prepared by the Master Servicer or Special Servicer, as the case may be, pursuant to this Agreement and required to be delivered to each other, the Trustee or the Certificateholders, together with any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fd) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer, the Special Servicer or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses Trustee, or, with respect to items (vi), (vii) and (viiix) below) , the Master Servicer, shall give prompt notice to the Rating Agencies, the applicable Special Servicer Servicers and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof; (iii) notice of the repurchase of any Mortgage Loan or REO Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a the Master Servicer, a Special Servicer, the Paying Agent, the Operating Adviser or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Trustee, the Paying Agent, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Properties; (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchMoody's, to: FitchXxxxx'x Investors Service, Inc. One State Street Plaza New York00 Xxxxxx Xxxxxx Xxx Xxxx, NY 10004 XxxXX 00000 Fax: (000) 000-0000 XxxxxxxxxAttention: Xxxxxxxial Mortgage Surveillxxxx Structured Finance Commercial Real Estate Monitoring If to S&P, to: Standard & Poor's Ratings ServicesServices 00 Xxxxx Xxxxxx Xxx Xxxx, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx New York, NY 10041 XX 00000 Fax: (000) 000-0000 XxxxxxxxxAttention: Xxxxxxxial Commercial Mortgage Surveillxxxx Xxxxxxx Surveillance Manager or at such address as shall be provided in writing to the Depositor by such Rating Agency. (dc) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ed) The Master Servicers Servicer shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers Servicer and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers Servicer and the General Special Servicer pursuant to the terms of this Agreement. The Trustee Trustee, the Paying Agent and the Special Servicers Servicer shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fe) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer, Paying Agent or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof; (iii) notice of the repurchase of any Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a Master Servicer, a Special Servicer, the Paying Agent, the Operating Adviser or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a Master Servicer, the Trustee, the Paying Agent, the Operating Adviser or the a Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchMoody's, to: FitchMoody's Investors Service, Inc. One State 99 Church Street Plaza New York, NY 10004 10009 Xxx: (000) 000-000 0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Structured Finance Commexxxxx Xxxx Xxxate Monitoring If to S&P, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. Services 55 Watxx Xxxxxx Water Street New York, NY 10041 FaxXxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Commercial Mortgage Surveillxxxx Xxxxxxx Survxxxxxxxx Xxxxxer or at such address as shall be provided in writing to the Depositor by such Rating Agency. (dc) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ed) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee Trustee, the Paying Agent and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fe) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicers, the Paying Agent or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee Paying Agent (or the applicable Master Servicer in the case of clauses (vi), (vii) and (viiix) below, the Custodian in the case of clause (ii) below) and the Trustee in the case of clauses (iii) and (x) below shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof; (iii) notice of the repurchase of any Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a Master Servicer, a the Special Servicer, the Paying Agent, the Operating Adviser or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a Master Servicer, the Trustee, the Paying Agent, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New YorkXxx Xxxx, NY 10004 XX 00000 Xxx: (000) 000-0000 Xxxxxxxxx0294 Axxxxxxxx: Xxxxxxxial Xxxxercial Mortgage Surveillxxxx Surveillance If to S&P, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx New YorkWater Street Xxx Xxxx, NY 10041 FaxXX 00000 Xxx: (000) 000-0000 Xxxxxxxxx2662 Axxxxxxxx: Xxxxxxxial Xxxxercial Mortgage Surveillxxxx Xxxxxxx Surveillance Manager If to DBRS, to: DBRS, Inc. 101 North Wacker Drive Xxxxx 000 Chicago, Illinois 60606-1714 Fax: (312) 332-3492 Axxxxxxxx: Xxxmercial Mortgage Surveillance Group or at such address as shall be provided in writing to the Depositor by such Rating Agency. (d) The TrusteePaying Agent, or in the case of clauses (i) and (ii), the successor trustee or paying agent, as applicable, shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee or the Paying Agent pursuant to Section 7.6; or (ii) the appointment of a successor trustee or paying agent pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General applicable Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General applicable Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee Trustee, the Paying Agent and the Special Servicers Servicer shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicers, the Paying Agent or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to each Rating Agency through the Rating Agencies, the applicable Special Servicer and the Operating Adviser Rule 17g-5 Information Provider of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03; (ii) any assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.02; and (xvii) an Event any termination of Defaultthe rights and obligations of any Servicer under the applicable Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent first to the Rule 17g-5 Information Provider and then by first class mail, telecopy or overnight courier, as follows: If to FitchMoody’s, to: FitchMxxxx’x Investors Service 90 Xxxxxx Xxxxxx Xxx Xxxx, Inc. One State Street Plaza New York, NY 10004 XxxXxx Xxxx 00000 Attn: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Residential Mortgages If to S&P, to: Standard & Poor's ’s Ratings Services, a division of The McGrawMxXxxx-Hill Xxxx Companies, Inc. 55 Watxx 50 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXxx Xxxx 00000 Attn: Residential Mortgages (000c) 000The Securities Administrator shall provide or make available to each Rating Agency through the Information Provider reports prepared pursuant to Section 4.02 and the reports filed on Form 10-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx K pursuant to Section 6.12(b)(i)(1) through (4). In addition, the Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency through the Rule 17g-5 Information Provider such information as such Rating Agency may reasonably request regarding the Certificates or at such address as shall be provided in writing the Trust Fund, to the Depositor by extent that such Rating Agencyinformation is reasonably available to the Securities Administrator; provided, the Securities Administrator shall not be required to post to the Rule 17g-5 Website any information previously posted to and available on the Securities Administrator’s website. (d) The TrusteeDepositor hereby represents to S&P that, or in to the case of clauses (i) and (ii)Depositor’s knowledge, the successor trustee shall give prompt notice information provided to such Rating Agency, including the loan level detail, is true and correct according to such Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37Agency’s requirements. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser Agencies of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03; (ii) any assignment by the Interim Certification Master Servicer of its rights hereunder or delegation of its duties hereunder; 150029 Sequoia 2005-3 Pooling and the Final Certification required pursuant to Section 2.2 hereof;Servicing Agmt. (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.02; and (xvii) an Event any termination of Defaultthe rights and obligations of any Servicer under the applicable Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchMoody's, to: FitchXxxxx'x Investors Service, Inc. One State Street Plaza New York00 Xxxxxx Xxxxxx Xxx Xxxx, NY 10004 XxxXxx Xxxx 00000 Attention: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Residential Mortgages If to S&P, to: Standard & Poor's Ratings Services, a division of The McGrawXxXxxx-Hill Xxxx Companies, Inc. 55 Watxx 00 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXxx Xxxx 00000 Attention: Residential Mortgages If to Fitch Ratings, to: Fitch, Inc. Xxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Residential Mortgages If to DBRS, to: Dominion Bond Rating Service, Inc. 00 Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Sequoia 2005-3 150029 Sequoia 2005-3 Pooling and Servicing Agmt. (000c) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx The Securities Administrator shall provide or at such address as shall be provided in writing make available to the Depositor by Rating Agencies reports prepared pursuant to Section 4.02. In addition, the Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency such information as such Rating AgencyAgency may reasonably request regarding the Certificates or the Trust Fund, to the extent that such information is reasonably available to the Securities Administrator. (d) The TrusteeDepositor hereby represents to S&P that, or in to the case of clauses (i) and (ii)Depositor's knowledge, the successor trustee shall give prompt notice information provided to such Rating Agency, including the loan level detail, is true and correct according to such Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37Agency's requirements. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser Agencies of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03; (ii) any Assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.02; and (xvii) an Event any termination of Defaultthe rights and obligations of any Servicer under the applicable Purchase and Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New York, NY 10004 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P’s, to: Standard & Poor's ’s Ratings Services, a division of The McGrawXxXxxx-Hill Xxxx Companies, Inc. 55 Watxx 00 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXxx Xxxx 00000 Attention: (000) 000-0000 XxxxxxxxxResidential Mortgages If to Fitch Ratings, to: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing Fitch, Inc. Xxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Residential Mortgages If to the Depositor by such DBRS, to: Dominion Bond Rating Agency.Service, Inc. One Exchange Plaza 00 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 (dc) The Trustee, or in the case of clauses (i) and (ii), the successor trustee Securities Administrator shall give prompt notice make available to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee reports prepared pursuant to Section 7.6; or (ii) 4.04. In addition, the appointment Securities Administrator shall, at the expense of a successor trustee pursuant the Trust Fund, make available to Section 7.7; or (iii) each Rating Agency such information as such Rating Agency may reasonably request regarding the appointment of a successor Operating Adviser pursuant to Section 9.37. (e) The Master Servicers shall deliver Certificates or the Trust Fund, to the Rating Agencies and the Depositor any other extent that such information as is reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver available to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may beSecurities Administrator. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser Agencies of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03; (ii) any Assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this Agreement;Servicer hereunder; 109 (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.02; and (xvii) an Event any termination of Defaultthe rights and obligations of any Servicer under the applicable Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchMoody's, to: FitchXxxxx'x Investors Service, Inc. One State Street Plaza New York00 Xxxxxx Xxxxxx Xxx Xxxx, NY 10004 XxxXxx Xxxx 00000 Attention: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Residential Mortgages If to S&P, to: Standard & Poor's Ratings Services, a division of The McGrawXxXxxx-Hill Xxxx Companies, Inc. 55 Watxx 00 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXxx Xxxx 00000 Attention: Residential Mortgages If to Fitch Ratings, to: Fitch, Inc. Xxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Residential Mortgages (000c) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx The Securities Administrator shall provide or at such address as shall be provided in writing make available to the Depositor by Rating Agencies reports prepared pursuant to Section 4.02. In addition, the Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency such information as such Rating AgencyAgency may reasonably request regarding the Certificates or the Trust Fund, to the extent that such information is reasonably available to the Securities Administrator. (d) The TrusteeDepositor hereby represents to S&P that, or in to the case of clauses (i) and (ii)Depositor's knowledge, the successor trustee shall give prompt notice information provided to such Rating Agency, including the loan level detail, is true and correct according to such Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37Agency's requirements. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to each Rating Agency through the Rating Agencies, the applicable Special Servicer and the Operating Adviser Rule 17g-5 Information Provider of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03; (ii) any assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.02; and (xvii) an Event any termination of Defaultthe rights and obligations of any Servicer under the applicable Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent first to the Rule 17g-5 Information Provider and then by first class mail, telecopy or overnight courier, as follows: If to FitchMoody’s, to: FitchXxxxx’x Investors Service 00 Xxxxxx Xxxxxx Xxx Xxxx, Inc. One State Street Plaza New York, NY 10004 XxxXxx Xxxx 00000 Attn: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Residential Mortgages If to S&P, to: Standard & Poor's ’s Ratings Services, a division of The McGrawXxXxxx-Hill Xxxx Companies, Inc. 55 Watxx 00 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXxx Xxxx 00000 Attn: Residential Mortgages (000c) 000The Securities Administrator shall provide or make available to each Rating Agency through the Information Provider reports prepared pursuant to Section 4.02 and the reports filed on Form 10-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx K pursuant to Section 6.12(b)(i)(1) through (4). In addition, the Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency through the Rule 17g-5 Information Provider such information as such Rating Agency may reasonably request regarding the Certificates or at such address as shall be provided in writing the Trust Fund, to the Depositor by extent that such Rating Agencyinformation is reasonably available to the Securities Administrator; provided, the Securities Administrator shall not be required to post to the Rule 17g-5 Website any information previously posted to and available on the Securities Administrator’s website. (d) The TrusteeDepositor hereby represents to S&P that, or in to the case of clauses (i) and (ii)Depositor’s knowledge, the successor trustee shall give prompt notice information provided to such Rating Agency, including the loan level detail, is true and correct according to such Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37Agency’s requirements. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser Agencies of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03; (ii) any Assignment by the Interim Certification and Master Servicer or the Final Certification required pursuant to Section 2.2 hereofSecurities Administrator of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer or the Securities Administrator pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser Servicer or the Trustee pursuant to this AgreementSecurities Administrator hereunder; (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser Servicer or the Special Servicer Securities Administrator pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver the addition of a due-on-sale clause as provided in Subsequent Mortgage Loans pursuant to Section 14.1;2.01(b); and (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default7.02. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchMoody’s, to: FitchXxxxx’x Investors Service, Inc. One State Street Plaza New York00 Xxxxxx Xxxxxx Xxx Xxxx, NY 10004 XxxXxx Xxxx 00000 Attention: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If Residential Mortgages if to S&P, to: Standard & Poor's Poors Ratings Services, a division of The McGrawXxXxxx-Hill Xxxx Companies, Inc. 55 Watxx 00 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXxx Xxxx 00000 Attention: Residential Mortgage Surveillance Group Fax no.: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing to the Depositor by such Rating Agency.0000 (dc) The Trustee, or in the case of clauses (i) Securities Administrator and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee shall provide or make available to each Rating Agency reports prepared pursuant to Section 7.6; or (ii) 4.03. In addition, the appointment Securities Administrator and the Trustee shall, at the expense of a successor trustee pursuant the Trust Fund, make available to Section 7.7; or (iii) each Rating Agency such information as such Rating Agency may reasonably request regarding the appointment of a successor Operating Adviser pursuant to Section 9.37. (e) The Master Servicers shall deliver Certificates or the Trust Fund, to the Rating Agencies and the Depositor any other extent that such information as is reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver available to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may besuch party. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof;; -263- (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof; (iii) notice of the repurchase of any Mortgage Loan or REO Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a the Master Servicer, a Special Servicer, the Paying Agent, the Operating Adviser or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Fiscal Agent, the Trustee, the Paying Agent, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Properties; (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New York, NY 10004 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's Ratings ServicesServices 00 Xxxxx Xxxxxx Xxx Xxxx, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx New York, NY 10041 XX 00000 Fax: (000) 000-0000 XxxxxxxxxAttention: Xxxxxxxial Commercial Mortgage Surveillxxxx Xxxxxxx Surveillance Manager If to Moody's, to: Xxxxx'x Investors Service, Inc. 00 Xxxxxx Xxxxxx Xxx Xxxx, XX 00000 Fax: (000) 000-0000 Attention: Structured Finance Commercial Real Estate Monitoring If to Fitch, to: Fitch Ratings Xxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, XX 00000 -264- Fax: (000) 000-0000 Attention: Commercial Mortgage Surveillance or at such address as shall be provided in writing to the Depositor by such Rating Agency. (dc) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ed) The Master Servicers Servicer shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee Trustee, the Paying Agent and the Special Servicers Servicer shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fe) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer, Paying Agent or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser Agencies of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03; (ii) any Assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this Agreement;Servicer hereunder; 70478 Sequoia 2003-1 Pooling and Servicing Agreement 108 (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.02; and (xvii) an Event any termination of Defaultthe rights and obligations of any Servicer under the applicable Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchMoody's, to: FitchXxxxx'x Investors Service, Inc. One State Street Plaza New York00 Xxxxxx Xxxxxx Xxx Xxxx, NY 10004 XxxXxx Xxxx 00000 Attention: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Residential Mortgages If to S&P, to: Standard & Poor's Ratings ServicesService, a division Division of The McGrawXxXxxx-Hill Xxxx Companies, Inc. 55 Watxx 00 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXxx Xxxx 00000 Attention: Residential Mortgages If to Fitch Ratings, to: Fitch, Inc. Xxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Residential Mortgages (000c) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx The Securities Administrator shall provide or at such address as shall be provided in writing make available to the Depositor by Rating Agencies reports prepared pursuant to Section 4.02. In addition, the Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency such information as such Rating AgencyAgency may reasonably request regarding the Certificates or the Trust Fund, to the extent that such information is reasonably available to the Securities Administrator. (d) The TrusteeDepositor hereby represents to S&P that, or in to the case of clauses (i) and (ii)Depositor's knowledge, the successor trustee shall give prompt notice information provided to such Rating Agency, including the loan level detail, is true and correct according to such Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37Agency's requirements. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser Agencies of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03; (ii) any assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.02; and (xvii) an Event any termination of Defaultthe rights and obligations of any Servicer under the applicable Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchMoody's, to: FitchXxxxx'x Investors Service, Inc. One State Street Plaza New York00 Xxxxxx Xxxxxx Xxx Xxxx, NY 10004 XxxXxx Xxxx 00000 Attention: (000) 000Residential Mortgages 125547 Sequoia 2004-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx 11 Pooling and Servicing Agmt. 108 If to S&P, to: Standard & Poor's Ratings Services, a division of The McGrawXxXxxx-Hill Xxxx Companies, Inc. 55 Watxx 00 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXxx Xxxx 00000 Attention: Residential Mortgages If to Fitch Ratings, to: Fitch, Inc. Xxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Residential Mortgages (000c) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx The Securities Administrator shall provide or at such address as shall be provided in writing make available to the Depositor by Rating Agencies reports prepared pursuant to Section 4.02. In addition, the Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency such information as such Rating AgencyAgency may reasonably request regarding the Certificates or the Trust Fund, to the extent that such information is reasonably available to the Securities Administrator. (d) The TrusteeDepositor hereby represents to S&P that, or in to the case of clauses (i) and (ii)Depositor's knowledge, the successor trustee shall give prompt notice information provided to such Rating Agency, including the loan level detail, is true and correct according to such Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37Agency's requirements. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer or, in the case of the items in clauses (vi) and (vii) below), the successor trustee) shall give prompt notice to the Rating AgenciesAgencies and, except in the applicable Special Servicer and case of clause (viii), the Operating Adviser (or if no Operating Adviser has been elected, the Majority Certificateholder of the 159 Controlling Class), of the occurrence of any of the following events of which it has noticenotice or actual knowledge: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofany repurchase or replacement of any Mortgage Loan by a Seller; (iii) notice waiver of the repurchase of any Mortgage Loan pursuant to a due-on-sale or due-on-encumbrance clause as provided in Section 2.3(a) hereof8.6; (iv) any resignation or removal of a the Master Servicer, a Special Servicer, the Operating Adviser Servicer or the Trustee Special Servicer pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Trustee, the Operating Adviser Servicer or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereofthis Agreement; (vi) waiver the resignation or removal of a due-on-sale clause as provided in the Trustee pursuant to Section 14.17.6; (vii) waiver the appointment of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect successor trustee pursuant to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Section 7.7; (viii) the making election, resignation or removal of a final payment an Operating Adviser pursuant to Section 10.3 hereof8.32; (ix) a Servicing Transfer Event; andtermination of the Trust pursuant to Article X hereof; (x) the final distribution to any Class of Certificateholders; or (xi) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New York, NY 10004 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's Ratings ServicesServices 00 Xxxxxxxx Xxx Xxxx, a division of The McGraw-Hill CompaniesXX 00000 Attention: Commercial Mortgage Surveillance Manager If to Fitch, to: Fitch IBCA, Inc. 55 Watxx Xxx Xxxxx Xxxxxx New YorkXxxxx Xxx Xxxx, NY 10041 FaxXX 00000 Attention: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Commercial Mortgage Surveillxxxx Xxxxxxx or Surveillance If to any other Rating Agency, at such address as shall be provided in writing to the Depositor by such Rating Agency.. 160 (d) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ec) The Master Servicers Servicer and the Special Servicer shall each deliver to the Trustee, and the Trustee shall deliver to the Rating Agencies and the Depositor Depositor, copies of all reports prepared by the Master Servicer or Special Servicer, as the case may be, pursuant to this Agreement and required to be delivered to each other, the Trustee or the Certificateholders, together with any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fd) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer, the Special Servicer or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies. (e) The Trustee, the Master Servicer and the Special Servicer, as applicable, shall furnish to each Rating Agency with respect to each Mortgage Loan such information as the Rating Agency shall reasonably request and which the Trustee, Master Servicer or Special Servicer can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating to such information. The Trustee, Master Servicer and Special Servicer, as applicable, may include any reasonable disclaimer they deem appropriate with respect to such information. (f) The parties hereto acknowledge that FINOVA is obligated to pay the surveillance fee of the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof; (iii) notice of the repurchase of any Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a Master Servicer, a the Special Servicer, the Paying Agent, the Operating Adviser or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a Master Servicer, the Trustee, the Paying Agent, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Properties; (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New York, NY 10004 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Commercial Mortgage Surveillxxxx Survxxxxxxxx If to S&P, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx New York, NY 10041 Fax: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing to the Depositor by such Rating Agency. (d) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee Trustee, the Paying Agent and the Special Servicers Servicer shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicers, the Paying Agent or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof; (iii) notice of the repurchase of any Mortgage Loan or REO Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a the Master Servicer, a Special Servicer, the Paying Agent, the Operating Adviser or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Fiscal Agent, the Trustee, the Paying Agent, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Properties; (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: FitchFitch Ratings, Inc. One State Street Plaza New York, NY 10004 10009 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Commercial Mortgage Surveillxxxx Surveillance If to S&PMoody's, to: Standard & PoorMoody's Ratings Services, a division of The McGraw-Hill CompaniesInvestors Service, Inc. 55 Watxx Xxxxxx 99 Church Street New York, NY 10041 Fax10009 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx Structured Finance Xxxxxxxxxx Xxxl Estate Monitoring or at such address as shall be provided in writing to the Depositor by such Rating Agency. (dc) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ed) The Master Servicers Servicer shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee Trustee, the Paying Agent and the Special Servicers Servicer shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fe) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer, Paying Agent or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser Agencies of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03; (ii) any Assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.02; and (xvii) an Event any termination of Defaultthe rights and obligations of any Servicer under the applicable Purchase and Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchMoody's, to: FitchMoody's Investors Service, Inc. One State 00 Church Street Plaza New York, NY 10004 Xxx: (000) 000-0000 Nxx Xxxx 00000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxxxxxx Xxxxgages If to S&P, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx 00 Xxxxx Xxreet New York, NY 10041 Fax: (000) 000-0000 Nex Xxxx 00000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx Xxxxxxxxxxx Xxxtgages If to Fitch Ratings, to: Fitch, Inc. One State Street Plaza New Yxxx, Xxx Xxxx 00000 Xxxxxxxxx: Xxxxxxxxxxx Xxxtgages (c) The Securities Administrator shall provide or at such address as shall be provided in writing make available to the Depositor by Rating Agencies reports prepared pursuant to Section 4.02. In addition, the Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency such information as such Rating AgencyAgency may reasonably request regarding the Certificates or the Trust Fund, to the extent that such information is reasonably available to the Securities Administrator. (d) The TrusteeDepositor hereby represents to S&P that, or in to the case of clauses (i) and (ii)Depositor's knowledge, the successor trustee shall give prompt notice information provided to such Rating Agency, including the loan level detail, is true and correct according to such Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37Agency's requirements. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser Agencies of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03; (ii) any Assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.02; and (xvii) an Event any termination of Defaultthe rights and obligations of the Servicer under the Purchase and Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchMoody's, to: FitchMoody's Investors Service, Inc. One State 00 Church Street Plaza New York, NY 10004 Xxx: (000) 000-0000 Nxx Xxxx 00000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxxxxxx Xxxtgages If to S&P, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx 00 Xxxxx Xxreet New York, NY 10041 Fax: (000) 000-0000 Nex Xxxx 00000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx Xxxxxxxxxxx Xxxtgages If to Fitch Ratings, to: Fitch, Inc. One State Street Plaza New Yxxx, Xxx Xxxx 00000 Xxxxxxxxx: Xxxxxxxxxxx Xxxtgages (c) The Securities Administrator shall provide or at such address as shall be provided in writing make available to the Depositor by Rating Agencies reports prepared pursuant to Section 4.02. In addition, the Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency such information as such Rating AgencyAgency may reasonably request regarding the Certificates or the Trust Fund, to the extent that such information is reasonably available to the Securities Administrator. (d) The TrusteeDepositor hereby represents to S&P that, or in to the case of clauses (i) and (ii)Depositor's knowledge, the successor trustee shall give prompt notice information provided to such Rating Agency, including the loan level detail, is true and correct according to such Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37Agency's requirements. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser Agencies of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03; (ii) any Assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.02; and (xvii) an Event any termination of Defaultthe rights and obligations of any Servicer under the applicable Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchMoody's, to: FitchXxxxx'x Investors Service, Inc. One State Street Plaza New York00 Xxxxxx Xxxxxx Xxx Xxxx, NY 10004 XxxXxx Xxxx 00000 Attention: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Residential Mortgages If to S&P, to: Standard & Poor's Ratings Services, a division of The McGrawXxXxxx-Hill Xxxx Companies, Inc. 55 Watxx 00 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXxx Xxxx 00000 Attention: Residential Mortgages If to Fitch Ratings, to: Fitch, Inc. Xxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Residential Mortgages (000c) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx The Securities Administrator shall provide or at such address as shall be provided in writing make available to the Depositor by Rating Agencies reports prepared pursuant to Section 4.02. In addition, the Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency such information as such Rating Agency.Agency may reasonably request regarding the Certificates or the Trust Fund, to the extent that such information is reasonably available to the Securities Administrator. 115 (d) The TrusteeDepositor hereby represents to S&P that, or in to the case of clauses (i) and (ii)Depositor's knowledge, the successor trustee shall give prompt notice information provided to such Rating Agency, including the loan level detail, is true and correct according to such Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37Agency's requirements. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser Agencies of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03; (ii) any assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.02; and (xvii) an Event any termination of Defaultthe rights and obligations of any Servicer under the applicable Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchFitch Ratings, to: FitchFitch Ratings Xxx Xxxxx Xxxxxx Xxxxx, Inc. One State Street Plaza New York00xx Xxxxx Xxx Xxxx, NY 10004 XxxXxx Xxxx 00000 Attn: (000) 000SEMT 2007-0000 Xxxxxxxxx3 If to Moody’s, to: Xxxxxxxial Mortgage Surveillxxxx Xxxxx’x Investors Service 00 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Residential Mortgages If to S&P, to: Standard & Poor's ’s Ratings Services, a division of The McGrawXxXxxx-Hill Xxxx Companies, Inc. 55 Watxx 00 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXxx Xxxx 00000 Attn: Residential Mortgages (000c) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx The Securities Administrator shall provide or at such address as shall be provided in writing make available to the Depositor by Rating Agencies reports prepared pursuant to Section 4.02. In addition, the Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency such information as such Rating AgencyAgency may reasonably request regarding the Certificates or the Trust Fund, to the extent that such information is reasonably available to the Securities Administrator. (d) The TrusteeDepositor hereby represents to S&P that, or in to the case of clauses (i) and (ii)Depositor’s knowledge, the successor trustee shall give prompt notice information provided to such Rating Agency, including the loan level detail, is true and correct according to such Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37Agency’s requirements. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof; (ii) the Interim Initial Certification and the Final Certification required pursuant to Section 2.2 hereof; (iii) notice of the repurchase of any Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser Servicer or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the TrusteeFiscal Agent, the Operating Adviser Trustee or the Special Servicer pursuant to Section 7.7, 7.7 or 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Properties; (viii) the making of a final payment pursuant to Section 10.3 hereof;; and (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New York, NY 10004 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's Ratings Services 00 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Commercial Mortgage Surveillance Manager If to Moody's, to: Xxxxx'x Investor Services, a division of The McGraw-Hill CompaniesInc. 00 Xxxxxx Xxxxxx Xxx Xxxx, Inc. 55 Watxx Xxxxxx New YorkXX 00000 Attention: CMBS Monitoring If to any other Rating Agency, NY 10041 Fax: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing to the Depositor by such Rating Agency. (dc) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ed) The Master Servicers Servicer shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers Servicer and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers Servicer and the General Special Servicer pursuant to the terms of this Agreement. If the Master Servicer or Special Servicer cannot obtain insurance at commercially reasonable rates, the Master Servicer shall deliver to the Rating Agencies' notice of such fact identifying each Mortgaged Property, the type of insurance not maintained and the rationale for determining such insurance was not available at commercially reasonable rates. The Trustee and the Special Servicers Servicer shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fe) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof; (iii) notice of the repurchase of any Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser Paying Agent or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Fiscal Agent, the Trustee, the Operating Adviser Paying Agent or the Special Servicer pursuant to Section 7.7, 7.7 or 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Properties; (viii) the making of a final payment pursuant to Section 10.3 hereof;; and (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New York, NY 10004 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's Ratings ServicesServices 00 Xxxxx Xxxxxx Xxx Xxxx, a division of The McGraw-Hill CompaniesXX 00000 Attention: Commercial Mortgage Surveillance Manager If to Fitch, to: Fitch IBCA, Inc. 55 Watxx Xxx Xxxxx Xxxxxx New YorkXxxxx Xxx Xxxx, NY 10041 FaxXX 00000 Attention: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Commercial Mortgage Surveillxxxx Xxxxxxx or Surveillance If to any other Rating Agency, at such address as shall be provided in writing to the Depositor by such Rating Agency. (dc) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ed) The Master Servicers Servicer shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee Paying Agent and the Special Servicers Servicer shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fe) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer, Paying Agent or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof; (iii) notice of the repurchase of any Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a Master Servicer, a Special Servicer, the Paying Agent, the Operating Adviser or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a Master Servicer, the Trustee, the Paying Agent, the Operating Adviser or the a Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New York, NY 10004 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Xommercial Mortgage Surveillxxxx Survexxxxxxx If to S&P, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx Water Street New York, NY 10041 FaxXxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Xommercial Mortgage Surveillxxxx Xxxxxxx Survexxxxxxx Xxxxxxr or at such address as shall be provided in writing to the Depositor by such Rating Agency. (d) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee Trustee, the Paying Agent and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicers, the Paying Agent or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof; (ii) the Interim Certification required pursuant to Sections 2.2(b) and (c) hereof and the Final Certification required pursuant to Section 2.2 2.2(c) hereof; (iii) notice of the repurchase of any Mortgage Loan pursuant to Section 2.3(a2.3(b) hereof; (iv) any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser Fiscal Agent, or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the TrusteeFiscal Agent, the Operating Adviser Trustee or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied);Properties; or (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchDCR, to: FitchDuff & Phelxx Xxxdit Rating Co. 55 Exxx Xxxxxx Xxxxxx Xxxxxxx, Inc. One State Street Plaza New York, NY 10004 XxxXxxxxxxx 00000 Attention: Structured Finance -Commercial Real Estate Monitoring Telecopy: (000312) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's Ratings ServicesServices 25 Bxxxxxxx Xxx Xxxx, a division of The McGraw-Hill CompaniesXxx Xxxx 00000 Attention: Real Estate Ratings Group, Inc. 55 Watxx Xxxxxx New York, NY 10041 FaxSurveillance Manager Telecopy: (000212) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or 185 193 If to any other Rating Agency, at such address as shall be provided in writing to the Depositor by such Rating Agency. (dc) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ed) The Master Servicers Servicer shall deliver to the Rating Agencies Agencies, the Depositor and the Depositor Special Servicer reports prepared pursuant to this Agreement (including the Special Servicer Reports in its possession prepared pursuant to Section 9.32) and any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fe) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser Agencies of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03; (ii) any Assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.02; and (xvii) an Event any termination of Defaultthe rights and obligations of any Servicer under the applicable Purchase and Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchMoody's, to: FitchXxxxx'x Investors Service, Inc. One State Street Plaza New York00 Xxxxxx Xxxxxx Xxx Xxxx, NY 10004 XxxXxx Xxxx 00000 Attention: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Residential Mortgages If to S&P, to: Standard & Poor's Ratings Services, a division of The McGrawXxXxxx-Hill Xxxx Companies, Inc. 55 Watxx 00 Xxxxx Xxxxxx New YorkXxx Xxxx, NY 10041 FaxXxx Xxxx 00000 Attention: Residential Mortgages If to Fitch Ratings, to: Fitch, Inc. Xxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Residential Mortgages (000c) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx The Securities Administrator shall provide or at such address as shall be provided in writing make available to the Depositor by Rating Agencies reports prepared pursuant to Section 4.02. In addition, the Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency such information as such Rating AgencyAgency may reasonably request regarding the Certificates or the Trust Fund, to the extent that such information is reasonably available to the Securities Administrator. (d) The TrusteeDepositor hereby represents to S&P that, or in to the case of clauses (i) and (ii)Depositor's knowledge, the successor trustee shall give prompt notice information provided to such Rating Agency, including the loan level detail, is true and correct according to such Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37Agency's requirements. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser Agencies of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03; (ii) any assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofMaster Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this AgreementServicer hereunder; (v) the appointment of any successor to a any Master Servicer, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof6.14; (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event7.02; and (xvii) an Event any termination of Defaultthe rights and obligations of any Servicer under the applicable Servicing Agreement. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchMoody's, to: FitchXxxxx'x Investors Service, Inc. One State Street Plaza New York00 Xxxxxx Xxxxxx Xxx Xxxx, NY 10004 XxxXxx Xxxx 00000 Attention: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Residential Mortgages If to S&P, to: Standard & Poor's Ratings Services, a division of The McGrawXxXxxx-Hill Xxxx Companies, Inc. 55 Watxx 00 Xxxxx Xxxxxx New York000 Xxx Xxxx, NY 10041 FaxXxx Xxxx 00000 Attention: Residential Mortgages If to Fitch Ratings, to: Fitch, Inc. Xxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Residential Mortgages (000c) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx The Securities Administrator shall provide or at such address as shall be provided in writing make available to the Depositor by Rating Agencies reports prepared pursuant to Section 4.02. In addition, the Securities Administrator shall, at the expense of the Trust Fund, make available to each Rating Agency such information as such Rating AgencyAgency may reasonably request regarding the Certificates or the Trust Fund, to the extent that such information is reasonably available to the Securities Administrator. (d) The TrusteeDepositor hereby represents to S&P that, or in to the case of clauses (i) and (ii)Depositor's knowledge, the successor trustee shall give prompt notice information provided to such Rating Agency, including the loan level detail, is true and correct according to such Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37Agency's requirements. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof; (iii) notice of the repurchase of any Mortgage Loan or REO Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a the Master Servicer, a Special Servicer, the Paying Agent, the Operating Adviser or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Fiscal Agent, the Trustee, the Paying Agent, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Properties; (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: FitchFitch Ratings, Inc. One State Street Plaza New YorkXxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, NY 10004 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx New York, NY 10041 XX 00000 Fax: (000) 000-0000 XxxxxxxxxAttention: Xxxxxxxial Commercial Mortgage Surveillxxxx Xxxxxxx Surveillance If to Moody's, to: Xxxxx'x Investors Service, Inc. 00 Xxxxxx Xxxxxx Xxx Xxxx, XX 00000 Fax: (000) 000-0000 Attention: Structured Finance Commercial Real Estate Monitoring or at such address as shall be provided in writing to the Depositor by such Rating Agency. (dc) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ed) The Master Servicers Servicer shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee Trustee, the Paying Agent and the Special Servicers Servicer shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fe) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer, Paying Agent or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof;; -264- (iii) notice of the repurchase of any Mortgage Loan or REO Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a the Master Servicer, a Special Servicer, the Paying Agent, the Operating Adviser or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Trustee, the Paying Agent, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Properties; (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchMoody's, to: FitchXxxxx'x Investors Services, Inc. One State Street Plaza New York00 Xxxxxx Xxxxxx Xxx Xxxx, NY 10004 XxxXX 00000 Fax: (000) 000-0000 XxxxxxxxxAttention: Xxxxxxxial Mortgage Surveillxxxx Structured Finance Commercial Real Estate Monitoring If to S&P, to: Standard & Poor's Ratings ServicesServices 00 Xxxxx Xxxxxx Xxx Xxxx, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx New York, NY 10041 XX 00000 Fax: (000) 000-0000 XxxxxxxxxAttention: Xxxxxxxial Commercial Mortgage Surveillxxxx Xxxxxxx Surveillance Manager or at such address as shall be provided in writing to the Depositor by such Rating Agency. (dc) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ed) The Master Servicers Servicer shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the applicable Primary Servicers Servicer and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the applicable Primary Servicers Servicer and the General Special Servicer pursuant to the terms of this Agreement. The Trustee Trustee, the Paying Agent and the Special Servicers Servicer shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fe) Any notice or other document required to be delivered or mailed by the Depositor, Master Servicer, the Master Servicers Paying Agent or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer or, in the case of the items in clauses (vi) and (vii) below), the successor trustee) shall give prompt notice to the Rating AgenciesAgencies and, except in the applicable Special Servicer and case of clause (viii), the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof; (ii) any repurchase or replacement of any Mortgage Loan by a Seller, an Additional Warranting Party or the Interim Certification and the Final Certification required pursuant to Section 2.2 hereofXxxxx Guarantor; (iii) notice waiver of the repurchase of any Mortgage Loan pursuant to a due-on-sale or due-on-encumbrance clause as provided in Section 2.3(a) hereof8.6; (iv) any resignation of a the Master Servicer, a the Special Servicer, the Operating Adviser Servicer or the Trustee Fiscal Agent pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Trustee, the Operating Adviser Special Servicer or the Special Servicer Fiscal Agent pursuant to Section 7.7, 7.14 or 9.37 hereofthis Agreement; (vi) waiver the resignation or removal of a due-on-sale clause as provided in the Trustee pursuant to Section 14.17.6; (vii) waiver the appointment of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect successor trustee pursuant to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Section 7.7; (viii) the making election, resignation or removal of a final payment an Operating Adviser pursuant to Section 10.3 hereof;8.32; or (ix) a Servicing Transfer Event; and (x) an Event termination of Defaultthe Trust pursuant to Article X hereof. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchDCR, to: FitchDuff & Xxxxxx Credit Rating Co. 00 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Inc. One State Street Plaza New York, NY 10004 XxxXxxxxxxx 00000 Attention: Structured Finance-Commercial Real Estate Monitoring Telecopy: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&PMoody's, to: Standard & Poor's Ratings ServicesXxxxx'x Investor Service 00 Xxxxxx Xxxxxx Xxx Xxxx, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx New York, NY 10041 FaxXxx Xxxx 00000 Attention: Commercial Mortgage Surveillance Telecopy: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx Xxxxxxx or If to any other Rating Agency, at such address as shall be provided in writing to the Depositor by such Rating Agency. (d) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ec) The Master Servicers Servicer and the Special Servicer shall each deliver to the Trustee, and the Trustee shall deliver to the Rating Agencies and the Depositor Depositor, copies of all reports prepared by the Master Servicer or Special Servicer, as the case may be, pursuant to this Agreement and required to be delivered to each other, the Trustee or the Certificateholders, together with any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fd) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer, the Special Servicer or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee Paying Agent (or the applicable Master Servicer in the case of clauses (vi), (vii) and (viiix) below, the Custodian in the case of clause (ii) below) and the Trustee in the case of clauses (iii) and (x) below shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof; (iii) notice of the repurchase of any Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a Master Servicer, a the Special Servicer, the Paying Agent, the Operating Adviser or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a Master Servicer, the Trustee, the Paying Agent, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Properties; (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New YorkXxx Xxxx, NY 10004 XX 00000 Xxx: (000) 000-0000 Xxxxxxxxx0294 Atxxxxxxx: Xxxxxxxial Xxxxxrcial Mortgage Surveillxxxx Surveillance If to S&P, to: Standard & Poor's Ratings Services, a division of The McGraw-Hill CompaniesComxxxxxx, Inc. Xxx. 55 Watxx Xxxxxx New YorkWater Street Nxx Xxxx, NY 10041 FaxXX 00000 Xxx: (000) 000-0000 Xxxxxxxxx0662 Atxxxxxxx: Xxxxxxxial Xxxxxrcial Mortgage Surveillxxxx Xxxxxxx Surveillance Manager or at such address as shall be provided in writing to the Depositor by such Rating Agency. (d) The TrusteePaying Agent, or in the case of clauses (i) and (ii), the successor trustee or paying agent, as applicable, shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee or the Paying Agent pursuant to Section 7.6; or (ii) the appointment of a successor trustee or paying agent pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (e) The Master Servicers shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General applicable Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General applicable Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee Trustee, the Paying Agent and the Special Servicers Servicer shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicers, the Paying Agent or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof; (iii) notice of the repurchase of any Mortgage Loan or REO Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a the Master Servicer, a Special Servicer, the Paying Agent, the Operating Adviser or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Fiscal Agent, the Trustee, the Paying Agent, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Properties; (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New York, NY 10004 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's Ratings ServicesServices 00 Xxxxx Xxxxxx Xxx Xxxx, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx New York, NY 10041 XX 00000 Fax: (000) 000-0000 XxxxxxxxxAttention: Xxxxxxxial Commercial Mortgage Surveillxxxx Xxxxxxx Surveillance Manager If to Fitch, to: Fitch Ratings Xxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, XX 00000 Fax: (000) 000-0000 Attention: Commercial Mortgage Surveillance or at such address as shall be provided in writing to the Depositor by such Rating Agency. (dc) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ed) The Master Servicers Servicer shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee Trustee, the Paying Agent and the Special Servicers Servicer shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fe) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer, Paying Agent or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) Depositor shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser Agencies of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 hereofSection 11.03; (ii) any Assignment by the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof[Master] Servicer of its rights hereunder or delegation of its duties hereunder; (iii) notice of the repurchase occurrence of any Mortgage Loan pursuant to Event of Default described in Section 2.3(a) hereof6.14; (iv) any notice of termination given to the [Master] Servicer pursuant to Section 6.14 and any resignation of a Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this Agreement[Master] Servicer hereunder; (v) the appointment of any successor to a Master Servicer, the Trustee, the Operating Adviser or the Special any [Master] Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof;6.14; and (vi) waiver of a due-on-sale clause as provided in Section 14.1; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied); (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default7.02. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New York, NY 10004 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's Ratings ServicesServices 00 Xxxxx Xxxxxx, a division of The McGraw-Hill Companies00xx Xxxxx 000 Xxx Xxxx, Inc. 55 Watxx Xxx Xxxx 00000 Attention: Residential Mortgage Surveillance If to Moody's, to: Xxxxx'x Investors Service 00 Xxxxxx New YorkXxxxxx Xxx Xxxx, NY 10041 FaxXxx Xxxx 00000 Attn: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Residential Mortgage Surveillxxxx Xxxxxxx or at such address as shall be provided in writing to the Depositor by such Rating Agency.Surveillance (dc) The Trustee, Securities Administrator shall provide or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice make available to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee reports prepared pursuant to Section 7.6; or (ii) 4.03. In addition, the appointment Securities Administrator shall, at the expense of a successor trustee pursuant the Trust Fund, make available to Section 7.7; or (iii) each Rating Agency such information as such Rating Agency may reasonably request regarding the appointment of a successor Operating Adviser pursuant to Section 9.37. (e) The Master Servicers shall deliver Certificates or the Trust Fund, to the Rating Agencies and the Depositor any other extent that such information as is reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver available to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may beSecurities Administrator. (f) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof; (iii) notice of the repurchase of any Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a the Master Servicer, a Special Servicer, the Paying Agent, the Operating Adviser or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Fiscal Agent, the Trustee, the Paying Agent, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Properties; (viii) the making of a final payment pursuant to Section 10.3 hereof;; and (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to Fitch, to: Fitch, Inc. One State Street Plaza New York, NY 10004 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Mortgage Surveillxxxx If to S&P, to: Standard & Poor's Ratings Services. 00 Xxxxx Xxxxxx Xxx Xxxx, a division of The McGraw-Hill CompaniesXX 00000 Attention: Commercial Mortgage Surveillance Manager If to Fitch, to: Fitch, Inc. 55 Watxx Xxx Xxxxx Xxxxxx New YorkXxxxx Xxx Xxxx, NY 10041 FaxXX 00000 Attention: (000) 000-0000 Xxxxxxxxx: Xxxxxxxial Commercial Mortgage Surveillxxxx Xxxxxxx or Surveillance If to any other Rating Agency, at such address as shall be provided in writing to the Depositor by such Rating Agency. (dc) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ed) The Master Servicers Servicer shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee Trustee, the Paying Agent and the Special Servicers Servicer shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fe) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer, Paying Agent or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.

Special Notices to the Rating Agencies. (a) The Trustee (or the applicable Master Servicer in the case of clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies, the applicable Special Servicer and the Operating Adviser of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Sections 13.13 or 15.3 Section 13.3 hereof; (ii) the Interim Certification and the Final Certification required pursuant to Section 2.2 hereof; (iii) notice of the repurchase of any Mortgage Loan or REO Mortgage Loan pursuant to Section 2.3(a) hereof; (iv) any resignation of a the Master Servicer, a Special Servicer, the Operating Adviser or the Trustee pursuant to this Agreement; (v) the appointment of any successor to a the Master Servicer, the Fiscal Agent, the Trustee, the Operating Adviser or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof; (vi) waiver of a due-on-sale clause as provided in Section 14.18.7; (vii) waiver of a prohibition on subordinate liens on the Mortgaged Properties (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied)Properties; (viii) the making of a final payment pursuant to Section 10.3 hereof; (ix) a Servicing Transfer Event; and (x) an Event of Default. (b) Each Certifying Servicer shall, and the Certifying Servicers shall each (i) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (ii) cause each Additional Servicer and each Sub-Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to (x) forward a copy of each annual compliance statement pursuant to Section 13.9 hereof, (y) forward a copy of each annual report on assessment with servicing criteria pursuant to Section 13.10 hereof and (z) forward a copy of each annual independent public accountants' servicing report pursuant to Section 13.11 hereof to the Rating Agencies and the Operating Adviser. (c) All notices to the Rating Agencies shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to FitchMoody's, to: FitchXxxxx'x Investors Service, Inc. One State Street Plaza New York00 Xxxxxx Xxxxxx Xxx Xxxx, NY 10004 XxxXX 00000 Fax: (000) 000-0000 XxxxxxxxxAttention: Xxxxxxxial Mortgage Surveillxxxx Structured Finance Commercial Real Estate Monitoring If to S&P, to: Standard & Poor's Ratings ServicesServices 00 Xxxxx Xxxxxx Xxx Xxxx, a division of The McGraw-Hill Companies, Inc. 55 Watxx Xxxxxx New York, NY 10041 XX 00000 Fax: (000) 000-0000 XxxxxxxxxAttention: Xxxxxxxial Commercial Mortgage Surveillxxxx Xxxxxxx Surveillance Manager or at such address as shall be provided in writing to the Depositor by such Rating Agency. (dc) The Trustee, or in the case of clauses (i) and (ii), the successor trustee shall give prompt notice to the Rating Agencies of the occurrence of any of the following events: (i) the resignation or removal of the Trustee pursuant to Section 7.6; or (ii) the appointment of a successor trustee pursuant to Section 7.7; or (iii) the appointment of a successor Operating Adviser pursuant to Section 9.37. (ed) The Master Servicers Servicer shall deliver to the Rating Agencies and the Depositor any other information as reasonably requested by the Rating Agencies and the Depositor, and the General Master Servicer shall deliver to the Primary Servicers and the General Special Servicer each of the reports required to be delivered by the General Master Servicer to the Primary Servicers and the General Special Servicer pursuant to the terms of this Agreement. The Trustee and the Special Servicers Servicer shall deliver to the Rating Agencies and the Depositor any information as reasonably requested by the Rating Agencies and Depositor, as the case may be. (fe) Any notice or other document required to be delivered or mailed by the Depositor, the Master Servicers Servicer or the Trustee shall be given by such parties, respectively, on a best efforts basis and only as a matter of courtesy and accommodation to the Rating Agencies, unless otherwise specifically required herein, and such parties, respectively, shall have no liability for failure to deliver any such notice or document to the Rating Agencies.