Exchange Act Rule 17g-5 Procedures Sample Clauses: 178 Samples

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 12.06 of this Agreement or this Section 12.13 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the Trust Certificates or the Trust Loans relevant to the Rating Agencies’ surveillance of the Trust Certificates or the Trust Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the Trust Certificates or the Trust Loans relevant to such Rating Agency’s surveillance of the Trust Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the Trust Certificates or the Trust Loans relevant to such Rating Agency’s surveillance of the Trust Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing. (b) To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and shall provide such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall upload such information or communication to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. (c) Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h). (d) Each of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity), joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including such reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section 12.06, Section 12.13(a), Section 12.13(b), Section 12.13(c), Section 12.13(g) or Section 12.13(h) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website. (f) None of the foregoing restrictions in this Section 12.13 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the Trust Certificates or the Trust Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; (y) the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule 17g-5 Information Provider and does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has been posted to the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of Trust Certificates (and the party providing such information to a Rating Agency shall, upon written request, certify to the Depositor that it received the confirmation described in this clause (z)). (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, specifically with a subject reference of “Benchmark 2025-V13” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (i) all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06; (ii) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b) and 12.13(c); (iii) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (v) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (specifically referencing “Benchmark 2025-V13” in the subject line) (or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate). The 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or ot

Appears in 7 contracts

Sources: Pooling and Servicing Agreement (BMO 2025-5c10 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2025-V14 Mortgage Trust), Pooling and Servicing Agreement (BMO 2025-5c9 Mortgage Trust)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 12.06 of this Agreement or this Section 12.13 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to the Rating Agencies’ surveillance of the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response~~. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing~~. (b) To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and shall provide such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall upload such information or communication to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. (c) Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h). (d) Each of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~), joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section 12.06, Section 12.13(a), Section 12.13(b), Section 12.13(c), Section 12.13(g) or Section 12.13(h) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website. (f) None of the foregoing restrictions in this Section 12.13 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; (y) the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule 17g-5 Information Provider and does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has been posted to the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of ~~Trust~~ Certificates (and the party providing such information to a Rating Agency shall, upon written request, certify to the Depositor that it received the confirmation described in this clause (z)). (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, specifically with a subject reference of “~~Benchmark 2025~~CGCMT 2016-~~V13~~P3” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (iA) all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06; (iiB) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections ~~12.13(a~~11.13(a), ~~12.13(b~~11.13(b) and ~~12.13(c~~11.13(c); (~~iii~~C) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor~~; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor~~; and (vD) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (Ai) each Registered Rating Agency and (Bii) upon request, the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website (provided that if the Master Servicer or Special Servicer has registered for access to the 17g-5 Information Provider’s Website, such party will automatically receive notification when such item has been posted and no request shall be required). The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (~~specifically referencing “Benchmark 2025-V13” in the subject line) (~~or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate). The 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or otother NRSROs unless such information was delivered to the Rule 17g-5 Information Provider at the e-mail address set forth herein (or by any other form of electronic delivery reasonably acceptable to Rule 17g-5 Information Provider pursuant to the terms of this Agreement), with a s

Appears in 7 contracts

Sources: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P4), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-C34), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-Gc37)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 12.06 of this Agreement or this Section 12.13 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to the Rating Agencies’ surveillance of the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response~~. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing~~. (b) To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and shall provide such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall upload such information or communication to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. (c) Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h). (d) Each of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~), joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section 12.06, Section 12.13(a), Section 12.13(b), Section 12.13(c), Section 12.13(g) or Section 12.13(h) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website. (f) None of the foregoing restrictions in this Section 12.13 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; (y) the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule 17g-5 Information Provider and does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has been posted to the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of ~~Trust~~ Certificates (and the party providing such information to a Rating Agency shall, upon written request, certify to the Depositor that it received the confirmation described in this clause (z)). (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “~~Benchmark 2025~~CGCMT 2016-~~V13~~GC36” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (iA) all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06; (iiB) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections ~~12.13(a~~11.13(a), ~~12.13(b~~11.13(b) and ~~12.13(c~~11.13(c); (~~iii~~C) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor~~; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor~~; and (vD) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (Ai) each Registered Rating Agency and (Bii) upon request, the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website (provided that if the Master Servicer or Special Servicer has registered for access to the 17g-5 Information Provider’s Website, such party will automatically receive notification when such item has been posted and no request shall be required). The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-(▇▇▇-) ▇▇▇-▇▇▇▇ ~~and~~ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (specifically referencing “~~Benchmark 2025~~CGCMT 2016-~~V13~~GC36” in the subject line) (or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate). The 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or otother NRSROs unless such information was delivered to the Rule 17g-5 Information Provider at the e-mail address set forth herein (or by any other form of electronic delivery reasonably acceptab

Appears in 6 contracts

Sources: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P4), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-C1), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-Gc37)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 12.06 of this Agreement or this Section 12.13 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the Trust Loans relevant to the Rating Agencies’ surveillance of the ~~Trust~~ Certificates or the Trust Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the Trust Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the ~~Trust~~ Certificates or the Trust Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response~~. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing~~. (b) To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and shall provide such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall upload such information or communication to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. (c) Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h). (d) Each of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity), joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including such reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section 12.06, Section 12.13(a), Section 12.13(b), Section 12.13(c), Section 12.13(g) or Section 12.13(h) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website. (f) None of the foregoing restrictions in this Section 12.13 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the Trust Certificates or the Trust Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; (y) the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule 17g-5 Information Provider and does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has been posted to the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of Trust Certificates (and the party providing such information to a Rating Agency shall, upon written request, certify to the Depositor that it received the confirmation described in this clause (z)). (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, specifically with a subject reference of “Benchmark 2025-V13” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (i) all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06; (ii) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b) and 12.13(c); (iii) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (v) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (specifically referencing “Benchmark 2025-V13” in the subject line) (or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate). The 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or otafter

Appears in 6 contracts

Sources: Pooling and Servicing Agreement (BMO 2022-C3 Mortgage Trust), Pooling and Servicing Agreement (BMO 2022-C2 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2022-Gc48)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section ~~12.06~~ 11.06 of this Agreement or this Section ~~12.13~~ 11.13 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to the Rating Agencies’ surveillance of the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section ~~12.13(h~~11.13(h), whereupon the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website ~~on the same~~ within two (2) Business ~~Day~~ Days of receipt ~~of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m.~~ (or, if the responding party is the Rule 17g-5 Information Provider, ~~on the same~~ within two (2) Business ~~Day~~ Days of ~~preparation~~ preparation) of such ~~response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.)~~response, and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response~~. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing~~. (b) To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and shall provide such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section ~~12.13(h~~11.13(h), whereupon the Rule 17g-5 Information Provider shall upload such information or communication to the Rule 17g-5 Information Provider’s Website ~~on the same~~ within two (2) Business ~~Day~~ Days of receipt ~~of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m.~~ (or, if the applicable party is the Rule 17g-5 Information Provider, ~~on the same~~ within two (2) Business ~~Day~~ Days of ~~preparation~~ preparation) of such ~~response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.)~~written information or communication, and the Rule 17g-5 Information Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. (c) Notwithstanding the provisions of Section ~~12.13(a~~11.13(a) or Section ~~12.13(b) of~~ 11.13(b)of this Agreement, the Depositor may authorize, in its sole discretion, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian to provide information directly to, or communicate with, a Rating Agency (including, but not limited to, responses to inquiries from such Rating Agency). Any such authorization shall be ~~permitted~~ in writing (~~but are not required~~which writing may be electronic mail) ~~to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides~~ by a ~~written summary~~ Responsible Officer of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, ~~in its sole discretion, provides a written authorization (which may be by electronic email) from~~ and shall set forth the ~~Depositor to~~ procedures that the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to ~~orally communicate with~~ provide information directly to the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h). (d) Each of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~), joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section ~~12.06~~11.06, Section ~~12.13(a~~11.13(a), Section ~~12.13(b~~11.13(b), Section ~~12.13(c~~11.13(c), Section ~~12.13(g~~11.13(g) or Section ~~12.13(h~~11.13(h) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website. (f) None of the foregoing restrictions in this Section ~~12.13~~ 11.13 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; or (y) ~~the Master Servicer or the Special Servicer, as applicable, has in fact previously provided~~ such information has already been provided to the Rule 17g-5 Information Provider and ~~does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information~~ has been ~~posted~~ uploaded on to the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of Trust Certificates (and the party providing such information to a Rating Agency shall, upon written request, certify to the Depositor that it received the confirmation described in this clause (z))Website. (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section ~~12.13~~ 11.13 and Section ~~12.06~~ 11.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, specifically with a subject reference of “~~Benchmark 2025~~CGCMT 2015-~~V13~~GC29” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (iA) all items delivered to the Rule 17g-5 Information Provider pursuant to Section ~~12.06~~11.06; (iiB) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to ~~Sections 12.13(a), 12.13(b~~Section 11.13(a) and ~~12.13(c~~(b); (iii) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (vC) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to ~~Certificate Administrator’s Website or~~ the Rule 17g-5 Information Provider’s Website~~, as applicable~~. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-(▇▇▇-) ▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (~~specifically referencing “Benchmark 2025-V13” in the subject line) (~~or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate). The 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or otother NRSROs unless such information was delivered to the Rule 17g-5 Information Provider at the e-mail address set forth herein (or by any other form of electronic delivery reasonably acceptable to Rule 17g-5 Information Provider pursuant to the terms of this Agreement), with a subject heading of “CGCMT 2015-GC29” and sufficient detail to indicate that such information is required to be posted on the Rule 17g-5 Information Provider’s Website. In connection with notifying a Registered Rating Agency of any information posted to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider shall only be responsible for sending such notices to the electronic mail address of such Registered Rating Agency as provided by such Registered Rating Agency upon its registration as user of the Rule 17g-5 Information Provider’s Website or upon any subsequent update of such electronic mail address made by such Registered Rating Agency through the Rule 17g-5 Information Provider’s Website, and the Rule 17g-5 Information Provider shall not be responsible for sending any notices to any electronic mail address of any Registered Rating Agency that is not provided to the Rule 17g-5 Information in the manner described in this sentence. (i) In connection with the delivery by the Master Servicer to the Rule 17g-5 Information Provider of any information, report, notice or document for posting to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider shall notify the Master Servicer of when such information, report, notice or other document has been posted to the Rule 17g-5 Information Provider’s Website, and the Master Servicer may (but is not obligated to) send such information, report, notice or other document to the applicable Rating Agency promptly following the earlier of (a) receipt of notification from the Rule 17g-5 Information Provider that such information, report, notice or other document has been posted to the Rule 17g-5 Information Provider’s Website and (b) the second Business Day after it has provided such information, report, notice or other document to the Rule 17g-5 Information Provider.

Appears in 6 contracts

Sources: Pooling and Servicing Agreement (Benchmark 2021-B23 Mortgage Trust), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2015-Gc32), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc29)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 12.06 of this Agreement or this Section 12.13 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to the Rating Agencies’ surveillance of the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response~~. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing~~. (b) To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and shall provide such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall upload such information or communication to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. (c) Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h). (d) Each of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity), joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including such reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section 12.06, Section 12.13(a), Section 12.13(b), Section 12.13(c), Section 12.13(g) or Section 12.13(h) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website. (f) None of the foregoing restrictions in this Section 12.13 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; (y) the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule 17g-5 Information Provider and does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has been posted to the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of ~~Trust~~ Certificates (and the party providing such information to a Rating Agency shall, upon written request, certify to the Depositor that it received the confirmation described in this clause (z)). (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “Benchmark ~~2025~~2022-~~V13~~B35” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (i) all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06; (ii) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b) and 12.13(c); (iii) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (v) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (specifically referencing “Benchmark ~~2025~~2022-~~V13~~B35” in the subject line) (or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate). The 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or otother NRSROs unless such information was delivered to the Rule 17g-5 Information Provider at the e-mail address set forth herein (or by any other form o

Appears in 6 contracts

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 12.06 of this Agreement or this Section 12.13 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to the Rating Agencies’ surveillance of the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response~~. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing~~. (b) To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and shall provide such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall upload such information or communication to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. (c) Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h). (d) Each of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~), joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section 12.06, Section 12.13(a), Section 12.13(b), Section 12.13(c), Section 12.13(g) or Section 12.13(h) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website. (f) None of the foregoing restrictions in this Section 12.13 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; (y) the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule 17g-5 Information Provider and does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has been posted to the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of ~~Trust~~ Certificates (and the party providing such information to a Rating Agency shall, upon written request, certify to the Depositor that it received the confirmation described in this clause (z)). (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, specifically with a subject reference of “~~Benchmark 2025~~CGCMT 2017-~~V13~~P8” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (iA) all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06; (iiB) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b) and 12.13(c); (~~iii~~C) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (ivD) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (vE) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (Ai) each Registered Rating Agency and (Bii) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (specifically referencing “~~Benchmark 2025~~CGCMT 2017-~~V13~~P8” in the subject line) (or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate). The 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or otother NRSROs unless such information was delivered to the Rule 17g-5 Information Provider at the e-mail address set forth herein (or by any other form of electronic delivery reasonably acceptable to Rule 17g-5 Information Provider pursuant to the terms of this Agreement), with a subject heading of “CGCMT 2017-P8” and

Appears in 5 contracts

Sources: Pooling and Servicing Agreement (CD 2017-Cd6 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2017-C4), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2017-C34)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section ~~12.06~~ 11.06 of this Agreement or this Section ~~12.13~~ 11.13 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to the Rating Agencies’ surveillance of the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the ~~Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider~~ Depositor who shall post such written response to the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website ~~on the same~~ within five (5) Business ~~Day~~ Days of receipt of such ~~response if received by 2:00 p.m. or~~response, ~~if received~~ and after ~~2:00 p.m., on the next Business Day by 12:00 p.m. (or, if~~ the responding party is receives written notification from the ~~Rule 17g-5 Information Provider, on~~ Depositor (which may be in the ~~same Business Day~~ form of ~~preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after~~ e-mail) that such response has been posted to on the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website, ~~notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of~~ such ~~response. Any communications from a Rating Agency~~ responding party may provide such response to ~~the Master Servicer, including any specific requests from a~~ such Rating Agency~~, shall be in writing~~. (b) To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall ~~do so in writing and shall~~ provide ~~such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall upload~~ such information or communication to an Authorized Representative of the ~~Rule~~ Depositor by e-mail, which the Depositor shall upload to the Depositor’s 17g-5 ~~Information Provider’s~~ Website ~~on the same~~ within five (5) Business ~~Day of receipt of such response if received by 2:00 p.m. or~~Days, ~~if received~~ and after ~~2:00 p.m., on the next Business Day by 12:00 p.m. (or, if~~ the applicable party is has received written notification from the ~~Rule 17g-5 Information Provider, on~~ Depositor (which may be in the ~~same Business Day~~ form of ~~preparation of~~ e-mail) that such ~~response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such written~~ information ~~or communication~~ has been uploaded to the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website, ~~notify, or cause~~ the ~~notification of, each Registered~~ applicable party shall send such information to such Rating Agency ~~by electronic mail of~~ in accordance with the ~~posting of such written information or communication~~delivery instructions set forth herein. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. The Depositor shall notify each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian in writing of any change in the identity or contact information of an Authorized Representative. (c) Notwithstanding the provisions of Section ~~12.13(a~~11.13(a) or Section ~~12.13(b~~11.13(b) of this Agreement, the Depositor may authorize, in its sole discretion, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian to provide information directly to, or communicate with, a Rating Agency (including, but not limited to, responses to inquiries from such Rating Agency). Any such authorization shall be ~~permitted~~ in writing (~~but are not required~~which writing may be electronic mail) ~~to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides~~ by a ~~written summary~~ Responsible Officer of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, ~~in its sole discretion, provides a written authorization (which may be by electronic email) from~~ and shall set forth the ~~Depositor to~~ procedures that the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to ~~orally communicate with~~ provide information directly to the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow ~~compliance~~ the Depositor to comply with Exchange Act Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h). (d) Each of ~~the Rule 17g-5 Information Provider,~~ the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~), joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section ~~12.06, Section 12.13(a~~11.13(a), Section ~~12.13(b), Section 12.13(c), Section 12.13(g~~11.13(b) or Section ~~12.13(h~~11.13(c) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the Master Servicer, the Special Servicer, the Certificate ~~Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider)~~Administrator, the Trustee, the Operating Advisor or the Custodian shall have any liability for (i) the ~~Rule 17g-5 Information Provider~~Depositor’s failure to post information provided by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the ~~Rule 17g-5 Information Provider~~ Depositor posts the related information or communication if the ~~Rule 17g-5 Information Provider~~ Depositor fails to notify such party that it has posted such information or communication on the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website. (f) None of the foregoing restrictions in this Section ~~12.13~~ 11.13 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; or (y) the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule 17g-5 Information Provider and does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has already been ~~posted to the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has~~ provided such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of Trust Certificates (and the party providing such information to a Rating Agency shall, upon written request, certify to the Depositor ~~that it received~~ and has been uploaded on to the ~~confirmation described in this clause (z))~~Depositor’s 17g-5 Website. (g) The ~~Rule 17g-5 Information Provider~~ Depositor shall ~~establish and~~ maintain the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s Website in the form of a password-protected Internet~~ Website in accordance with ~~this Section 12.13 and Section 12.06 of this Agreement~~Exchange Act Rule 17g-5(a)(3)(iii). (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, specifically with a subject reference of “Benchmark 2025-V13” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (i) all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06; (ii) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b) and 12.13(c); (iii) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (v) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (specifically referencing “Benchmark 2025-V13” in the subject line) (or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate). The 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or ot

Appears in 4 contracts

Sources: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2011-Gc5), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2012-Gcj7), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2012-Gcj7)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section ~~12.06 of this Agreement~~ 10.16 or this Section ~~12.13~~ 10.17 or otherwise in this Agreement or as required by law, none of the ~~Master~~ Servicer, the Special Servicer, the Certificate ~~Administrator, the Trustee, the Operating Advisor~~ Administrator or the ~~Custodian~~ Trustee shall provide any information directly to, or communicate with, either orally or in writing, ~~any~~ the Rating Agency regarding the ~~Trust~~ Certificates or the Trust ~~Loans~~ Loan relevant to the Rating ~~Agencies’~~ Agency’s surveillance of the ~~Trust~~ Certificates or the Trust ~~Loans~~Loan, including, but not limited to, providing responses to inquiries from a the Rating Agency regarding the ~~Trust~~ Certificates or the Trust ~~Loans~~ Loan relevant to ~~such~~ the Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a the Rating Agency makes an inquiry or initiates communications with the ~~Master~~ Servicer, the Special Servicer, the ~~Certificate Administrator, the Trustee, the Operating Advisor~~ Trustee or the ~~Custodian~~ Certificate Administrator regarding the ~~Trust~~ Certificates ~~or the Trust Loans~~ relevant to ~~such~~ the Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from ~~such~~ the Rating Agency shall be made in writing by the responding party and shall be provided to the ~~Rule~~ 17g-5 Information Provider ~~as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider~~ who shall post such written response to the ~~Rule~~ 17g-5 Information Provider’s ~~Website~~ Website; provided that the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, shall not be required to answer each inquiry, if it determines that (a) answering the inquiry would be in violation of applicable law, the Accepted Servicing Practices, this Agreement, or the applicable loan documents, (b) answering the inquiry would or is reasonably expected to result in a waiver of an attorney client privilege or the disclosure of attorney work product, or (c) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, such party, and the performance of such additional duty or the payment of such additional cost or expense is beyond the scope of its duties under this Agreement. Information shall be posted on the same Business Day ~~of receipt of~~ as receipt, provided that such ~~response if~~ information is received by 2:00 p.m. (New York time). If the Rating Agency requests access to the 17g-5 Information Provider’s Website, access shall be granted by the 17g-5 Information Provider on the same Business Day, provided that such request is made before 2:00 p.m. (New York time), or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next following Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing. (b) To the extent that any of the ~~Master~~ Servicer, the Special Servicer, the Certificate ~~Administrator, the Trustee, the Operating Advisor~~ Administrator or the ~~Custodian~~ Trustee is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the ~~Master~~ Servicer, the Special Servicer, the Certificate ~~Administrator,~~ Administrator or the Trustee~~, the Operating Advisor or the Custodian~~, as applicable, shall ~~do so in writing and shall~~ provide ~~such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall upload~~ such information or communication to the ~~Rule~~ 17g-5 Information Provider by e-mail, which the 17g-5 Information Provider shall upload to the 17g-5 Information Provider’s ~~Website~~ Website. Information shall be posted on the same Business Day of ~~receipt of~~ receipt, provided that such ~~response if~~ information is received by 2:00 p.m. (New York time) or, if received after 2:00 ~~p.m.~~p.m. (New York time), on the next Business Day by 12:00 p.m. (or, if the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.New York time), and the Rule 17g-5 Information Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the ~~applicable~~ Rating Agency to make its decision~~. (c) Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any~~ . The 17g-5 Information Provider shall notify each of the ~~Master~~ Servicer, the Special Servicer, the Trustee and the Certificate ~~Administrator~~Administrator in writing of any change in the identity or contact information of the 17g-5 Information Provider. (c) The Servicer, the ~~Trustee,~~ Special Servicer and the ~~Operating Advisor or the Custodian~~ Trustee shall be permitted ~~(but are not required)~~ to orally communicate with the Rating ~~Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i)~~ Agency; provided that such party ~~provides a written summary of~~ summarizes the information provided to the Rating ~~Agencies during~~ Agency in such communication to in writing and provides the 17g-5 Information Provider ~~electronically as provided~~ with such written summary in ~~Section 12.13(h)~~ accordance with the procedures set forth in herein on the same day such ~~oral~~ communication takes ~~place (~~place; provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall post ~~any summary, communication or other information provided to it in accordance with this paragraph~~ such summary on the 17g-5 Information Provider’s Website in accordance with the procedures set forth herein. The 17g-5 Information Provider shall notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in ~~Section 12.13(h)~~respect of the transaction governed by this Agreement each time an additional document is posted to the 17g-5 Information Provider’s Website. The 17g-5 Information Provider shall send such notice to such Person’s email address provided by and used by such Person for the purpose of accessing the 17g-5 Information Provider’s Website, including a general email address if such general email address has been provided to the 17g-5 Information Provider in connection with a completed NRSRO Certification in the form of Exhibit M hereto. In connection with the delivery by the Servicer or the Special Servicer to the 17g-5 Information Provider of any information, report notice or document for posting to the 17g-5 Information Provider’s Website, the Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, send such information, report, notice or document to the Rating Agency, so long as such information, report notice or document (i) was previously provided to the 17g-5 Information Provider or (ii) is simultaneously provided to the 17g-5 Information Provider. (d) Each of the ~~Rule 17g-5 Information Provider, the Master~~ Servicer, the Special Servicer, the ~~Certificate Administrator~~Operating Advisor, the ~~Trustee, the Operating Advisor~~ Certificate Administrator and the ~~Custodian~~ Trustee (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~), joint or several, to which any such Indemnified Party may become subject, under the Securities Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section ~~12.06,~~ 10.16 or Section ~~12.13(a~~10.17(a), ~~Section 12.13(b~~(b), ~~Section 12.13(c~~and (c), ~~Section 12.13(g) or Section 12.13(h) of this Agreement~~ as applicable, or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the ~~Master~~ Servicer, the Special Servicer~~, the Certificate Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider)~~, the Trustee, the Operating Advisor or the ~~Custodian~~ Certificate Administrator shall have any liability for (i) the ~~Rule~~ 17g-5 Information Provider’s failure to post on the 17g-5 Information Provider’s Website information provided by the ~~Master~~ Servicer, the Special Servicer~~, the Certificate Administrator~~, the Trustee, the Operating Advisor or the ~~Custodian~~ Certificate Administrator in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the ~~Rule~~ 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating ~~Agencies~~ Agency that ~~are~~ is required to be performed after the ~~Rule~~ 17g-5 Information Provider posts the related information or communication if the ~~Rule~~ 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the ~~Rule~~ 17g-5 Information Provider’s Website. (f) None of the foregoing restrictions in this Section ~~12.13~~ 10.17 prohibit or restrict oral or written communications, or providing information, between the ~~Master~~ Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) ~~such~~ the Rating Agency’s review of the ratings it assigns to the ~~Master~~ Servicer or the Special Servicer, as applicable, (ii) ~~such~~ the Rating Agency’s approval of the ~~Master~~ Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) ~~such~~ the Rating Agency’s evaluation of the ~~Master~~ Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the ~~Master~~ Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the Trust ~~Loans~~ Loan to ~~such~~ the Rating Agency in connection with such review and evaluation by ~~such~~ the Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; (y) ~~the Master Servicer or the Special Servicer, as applicable, has in fact previously provided~~ such information has already been provided to the ~~Rule~~ 17g-5 Information Provider and ~~does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information~~ has been ~~posted~~ uploaded on to the ~~Rule~~ 17g-5 Information Provider’s Website ~~and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information to the Rule 17g-5 Information Provider;~~ or (z) ~~such~~ the Rating Agency has confirmed in writing to the ~~Master~~ Servicer or and the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of ~~Trust Certificates (and~~ Certificates; provided, however, that the ~~party providing such information to a~~ Rating Agency ~~shall, upon written request, certify to~~ may use information delivered in reliance on the ~~Depositor that it received the confirmation described~~ certification provided in this clause (z~~)). (g~~) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, for any purpose to the extent ~~such items are delivered to~~ it ~~in an electronic document format suitable for website posting~~ is publicly available (~~and~~ unless the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, specifically with availability results from a ~~subject reference~~ breach of “Benchmark 2025-V13” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto this Agreement or any other ~~delivery method established~~ confidentiality agreement to which the Rating Agency is subject) or ~~approved~~ comprised of information collected by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (i) all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06; (ii) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b) and 12.13(c); (iii) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (v) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on Rating Agency from the 17g-5 Information Provider’s Website on (or another 17g-5 information provider’s website that the ~~same Business Day of receipt if received by 2:00 p.m. or~~Rating Agency has access to) (in each case, ~~if received after 2:00 p.m., on~~ subject to any agreement governing the ~~next Business Day by 12:00 p.m., and shall, promptly following the posting~~ use of such ~~item to the 17g-5 Information Provider’s Website~~information, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any ~~Rating Agency) requests access to~~ engagement letter with the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, Depositor or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (specifically referencing “Benchmark 2025-V13” in the subject line) (or to such any other ~~telephone number or e-mail address as the Rule 17g-5 Information Provider may designate~~applicable depositor). The 17g-5 Information Provider shall ~~provide a mechanism to promptly notify each Person that has signed up for access to~~ maintain the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with ~~the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The~~ Exchange Act Rule ~~17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or ot~~17g-5(a)(3)(iii).

Appears in 4 contracts

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

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 12.06 of this Agreement or this Section 12.13 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to the Rating Agencies’ surveillance of the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response~~. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing~~. (b) To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and shall provide such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall upload such information or communication to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. (c) Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h). (d) Each of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~), joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section 12.06, Section 12.13(a), Section 12.13(b), Section 12.13(c), Section 12.13(g) or Section 12.13(h) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website. (f) None of the foregoing restrictions in this Section 12.13 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; (y) the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule 17g-5 Information Provider and does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has been posted to the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of ~~Trust~~ Certificates (and the party providing such information to a Rating Agency shall, upon written request, certify to the Depositor that it received the confirmation described in this clause (z)). (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, specifically with a subject reference of “~~Benchmark 2025~~CGCMT 2016-~~V13~~C2” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (iA) all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06; (iiB) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b) and 12.13(c); (~~iii~~C) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (ivD) any transaction ~~documents, closing~~ documents ~~and opinions~~ relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (vE) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (Ai) each Registered Rating Agency and (Bii) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (specifically referencing “~~Benchmark 2025~~CGCMT 2016-~~V13~~C2” in the subject line) (or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate). The 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or otother NRSROs unless such information was delivered to the Rule 17g-5 Information Provider at the e-mail address set forth herein (or by any other form of electronic delivery reasonably acceptable to Rule 17g-5 Information Provider pursuant to the terms of this Agreement), with a subject heading of “CGCMT 2016-C2” and sufficient detail to indicate th

Appears in 4 contracts

Sources: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Pooling and Servicing Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc24)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise expressly and specifically provided ~~in Section 12.06 of this Agreement or this Section 12.13 or otherwise~~ in this Agreement or as required by law, none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the ~~Trustee~~Trust Advisor, the ~~Operating Advisor~~ Certificate Registrar, the Trustee or the Custodian shall provide any information relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage Loans directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust Loans relevant to the Rating Agencies’ surveillance of the Trust Certificates or the Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with ~~the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian~~ any such party regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and ~~shall be provided~~ delivered to the ~~Rule~~ 17g-5 Information Provider electronically as provided in Section ~~12.13(h~~5.7(g), ~~whereupon~~ which written response the ~~Rule~~ 17g-5 Information Provider shall post ~~such written response~~ to the ~~Rule~~ 17g-5 Information Provider’s Website on within two (2) Business Days of receipt, after the ~~same Business Day~~ end of ~~receipt of~~ which time period such responding party may provide such response ~~if received by 2:00 p.m. or, if received after 2:00 p.m., on~~ to such Rating Agency in accordance with the ~~next Business Day by 12:00 p.m. (or, if~~ delivery instructions set forth herein; provided that the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), foregoing shall not apply to Inquiries and ~~the Rule 17g-5 Information Provider shall, promptly after such response has been posted~~ responses thereto submitted and answered pursuant to the ~~Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered~~ “Rating Agency ~~by electronic mail of the posting of such response. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing~~Q&A Forum and Document Request Tool”. (b) To the extent that any ~~of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian~~ party to this Agreement is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this ~~Agreement~~Agreement or applicable law, ~~the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and~~ such party shall provide such ~~written~~ information or communication to the ~~Rule~~ 17g-5 Information Provider electronically as provided in Section ~~12.13(h~~5.7(g), ~~whereupon~~ and the ~~Rule~~ 17g-5 Information Provider shall upload such information or communication to the ~~Rule~~ 17g-5 Information Provider’s Website on within two (2) Business Days of receipt, after the ~~same Business Day~~ end of ~~receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m.~~ which time period (or, if earlier, after receipt of notification from the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider ~~shall, promptly after~~ that such ~~written~~ information ~~or communication~~ has been ~~uploaded~~ posted to the ~~Rule~~ 17g-5 Information Provider’s Website~~, notify, or cause~~ ) the ~~notification of, each Registered~~ applicable party may send such information to such Rating Agency ~~by electronic mail of~~ in accordance with the ~~posting of such written information or communication~~delivery instructions set forth herein. The foregoing shall include any Rating Agency ~~Confirmation request made~~ Communication provided pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. (c) Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall ~~post~~ notify each other party to this Agreement in writing of any ~~summary, communication~~ change in the identity or ~~other~~ contact information ~~provided to it in accordance with this paragraph on~~ of the 17g-5 Information Provider~~’s Website~~ . Any Rating Agency Confirmation request shall be made in accordance with ~~the procedures set forth in~~ Section ~~12.13(h)~~1.7. (dc) Each ~~of the Rule~~ 17g-5 ~~Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “~~Indemnifying ~~Party”)~~ Party hereby expressly agrees to indemnify and hold harmless the ~~Depositor~~ Depositor, the Sellers, the Underwriters, the Initial Purchasers and ~~its~~ their respective ~~officers~~Affiliates, directors, ~~shareholders~~officers, employees, members, ~~managers, employees,~~ managers and agents~~, Affiliates and controlling persons~~, and the Trust ~~Fund~~ (each, an for purposes of this Section 5.7(c), a “17g-5 Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~)~~, joint or several~~, to which any such 17g-5 Indemnified Party may become subject, under the Securities Act, the Exchange ~~Act~~ Act, by contract or otherwise~~, pursuant to a third-party claim~~, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such 17g-5 Indemnifying Party’s breach of Section ~~12.06, Section 12.13(a~~5.7(a), Section ~~12.13(b~~5.7(b), Section ~~12.13(c), Section 12.13(g~~5.7(f) or Section ~~12.13(h~~1.7 (it being acknowledged that Section 5.7(f) and Section 1.7 do not apply to the Trust Advisor) or any other provision of this Agreement relating to the delivery of any information or communication for posting on, or the posting of any information or communication to, the 17g-5 Information Provider’s Website, or (ii) if the 17g-5 Indemnifying Party is the 17g-5 Information Provider, any negligence, willful misconduct or bad faith on its part in connection with establishing, posting information and communications to, granting access to, and otherwise performing its obligations and duties hereunder with respect to, the 17g-5 Information Provider’s Website, or (iii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by by, or any negligence, willful misconduct or bad faith referred to in clause (ii) above on the part of, the applicable 17g-5 Indemnifying Party, and will reimburse such 17g-5 Indemnified Party for any legal or other expenses reasonably incurred by such 17g-5 Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (ed) None of the Depositor, the Sellers, the Master Servicer, the Special Servicer, the ~~Certificate Administrator (unless~~ Trust Advisor, the Certificate ~~Administrator is acting in the capacity of the Rule 17g-5 Information Provider)~~Registrar, the Trustee, the ~~Operating Advisor~~ Certificate Administrator (if it is not also the 17g-5 Information Provider) or the Custodian shall have any liability for (i) the ~~Rule~~ 17g-5 Information Provider’s failure to post information provided by the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate ~~Administrator~~Registrar, the Trustee, the ~~Operating Advisor~~ Certificate Administrator (if it is not also the 17g-5 Information Provider) or the Custodian in accordance with the terms of this Agreement, or (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website. (fe) None of the foregoing restrictions in this Section ~~12.13~~ 5.7 prohibit or restrict oral or written communications, or providing information, between the Master Servicer, the Special Servicer or the ~~Special Servicer~~Trust Advisor, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer, the Special Servicer or the ~~Special Servicer~~Trust Advisor, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary ~~servicer~~ servicer, or the Trust Advisor as an operating advisor or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general, or the Trust Advisor’s operations in general; ~~provided, however,~~ provided that the Master Servicer, the Special Servicer or the ~~Special Servicer~~Trust Advisor, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency ~~unless: (x)~~ unless borrower, property or deal specific identifiers are redacted; . (yf) ~~the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule~~ The 17g-5 Information Provider shall, at all times that any Certificates are outstanding and ~~does not provide such information to such~~ rated by a Rating ~~Agency until~~ Agency, maintain the ~~earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has been posted to the Rule~~ 17g-5 Information Provider’s ~~Website~~ Website, and ~~(ii) after 12:00 p.m. on the first Business Day following the date it has provided such information~~ grant access thereto to the ~~Rule 17g-5 Information Provider; or (z) such~~ Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of Trust Certificates (Agencies and the ~~party providing such information to a Rating Agency shall~~other NRSROs, ~~upon written request, certify to the Depositor that it received the confirmation described~~ in accordance with this ~~clause (z))~~Agreement. (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the ~~Rule~~ 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other ~~NRSROs,~~ NRSROs the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the ~~Rule~~ 17g-5 Information Provider agree to do ~~so in such format~~so) via electronic mail at 1▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “~~Benchmark 2025~~MSBAM 2013-~~V13~~C12” and an identification of the type of information being provided in the body of such electronic ~~mail (~~mail; or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the ~~Rule~~ 17g-5 Information Provider if or as may be necessary or beneficial):: (i) any and all ~~items~~ Officer’s Certificates and other evidence delivered to the ~~Rule~~ 17g-5 Information Provider ~~pursuant~~ to ~~Section 12.06~~support the Master Servicer’s, the Trustee’s or the Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance and notices of a determination to reimburse Nonrecoverable Advances from sources other than principal collections; (ii) ~~all information and communications~~ any Final Asset Status Report delivered to by the ~~Rule 17g-5 Information Provider~~ Special Servicer pursuant to ~~Sections 12.13(a), 12.13(b) and 12.13(c~~Section 9.32(h); (iii) any ~~Form ABS Due Diligence-15E~~ Third Party Reports delivered to the ~~Rule~~ 17g-5 Information Provider; (iv) all of the annual compliance statements and annual assessments as to compliance delivered to the 17g-5 Information Provider since the Closing Date pursuant to Section 13.9 and Section 13.10, respectively; (v) all of the annual independent public accountants’ servicing reports caused to be delivered to the 17g-5 Information Provider since the Closing Date pursuant to Section 13.11; (vi) copies of any Rating Agency Communications that are delivered to the 17g-5 Information Provider; (vii) copies of any questions or requests submitted by the Rating Agencies directed toward the Master Servicer, Special Servicer, Trust Advisor, Custodian, Certificate Administrator or Trustee, and the responses thereto; (viii) all notices of termination, resignation or assignment of rights and duties of the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator or the Trustee) received by the 17g-5 Information Provider; (ix) all notices of the occurrence of a Servicer Termination Event, in the case of the Master Servicer, events described in Section 9.30(b), in the case of the Special Servicer, or events described in Section 10.12, in the case of the Trust Advisor, received by the 17g-5 Information Provider; (x) all notices of merger or consolidation of the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian or the Trustee) received by the 17g-5 Information Provider; (xi) any Trust Advisor Annual Reports received by the 17g-5 Information Provider; (xii) any notice of any amendment of this Agreement pursuant to Section 14.3; (xiii) any notice or other information provided to any Rating Agency pursuant to Section 1.7; (xiv) any Initial Certification, Final Certification and updated schedule of exceptions received by the 17g-5 Information Provider pursuant to Section ~~12.13(l) or by the Depositor~~2.2; (ivxv) notice of any Material Breach or Material Document Defect, and notice of any repurchase or replacement of a Mortgage Loan in connection therewith, received by the 17g-5 Information Provider pursuant to Section 2.3; (xvi) any ~~transaction documents, closing documents and opinions relating to this transaction~~ requests for a Rating Agency Confirmation that are delivered to the ~~Rule~~ 17g-5 Information Provider ~~by the Depositor; and~~pursuant to Section 1.7; (vxvii) any other information delivered to the ~~Rule~~ 17g-5 Information Provider pursuant to this Agreement, including pursuant to Section 5.7(a) and Section 5.7(b); and (xviii) the Rating Agency Q&A Forum and Document Request Tool. The ~~17g-5 Information Provider~~ foregoing information shall ~~post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received~~ be made available by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider ~~for posting~~ on the 17g-5 Information Provider’s Website, a link to which shall be provided on NetRoadshow’s website at w▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other website as MSMCH may notify the parties hereto in ~~each case by electronic mail, of the posting of such item on~~ writing. Information will be posted to the 17g-5 Information Provider’s ~~Website~~Website within two (2) Business Days of receipt. The ~~Rule~~ 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the ~~Rule~~ 17g-5 Information Provider may remove it from the ~~Rue~~ 17g-5 Information Provider’s Website. The Certificate Administrator and the ~~Rule~~ 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to ~~Certificate Administrator’s Website or~~ the ~~Rule~~ 17g-5 Information Provider’s Website~~, as applicable~~. Access will be provided by the ~~Rule~~ 17g-5 Information Provider to ~~(i)~~ the Rating Agencies ~~upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof~~ and ~~(ii)~~ other NRSROs upon ~~registration at the Rule 17g-5 Information Provider’s Website as a user thereof and~~ receipt ~~by the Rule 17g-5 Information Provider~~ of an NRSRO Certification (which certification may be submitted electronically via ~~e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to~~ the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website). Questions regarding delivery of information to the ~~Rule~~ 17g-5 Information Provider may be directed to ▇-(▇▇▇-) ▇▇▇-▇▇▇▇ and 1▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ~~(specifically referencing “Benchmark 2025-V13” in the subject line)~~ (or to such other telephone number or ~~e-mail~~ email address as the ~~Rule~~ 17g-5 Information Provider may designate). Upon request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information Provider electronically in accordance with this Section 5.7. In no event shall the 17g-5 Information Provider disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such additional information. The 17g-5 Information Provider shall provide a mechanism to ~~promptly~~ notify each ~~Person that has signed up for access~~ Rating Agency or other NRSRO each time the 17g-5 Information Provider posts an additional document to the 17g-5 Information Provider’s ~~Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto~~Website. ~~In connection with providing access~~ The 17g-5 Information Provider shall make available, only to the ~~Rule~~ Rating Agencies and other NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information Provider’s Website, where Rating Agencies and other NRSROs may (i) submit questions to the ~~Rule 17g-5 Information Provider may require registration~~ Certificate Administrator relating to the Distribution Date Statement, or submit questions to the Trust Advisor, the Master Servicer or the Special Servicer, as applicable, relating to the reports being made available pursuant to this Section 5.7, the Mortgage Loans, the A/B Whole Loans, Loan Pairs or the Mortgaged Properties (“Rating Agency Inquiries”), (ii) view Rating Agency Inquiries that have been previously submitted and answered, together with the ~~acceptance~~ answers thereto and (iii) submit requests for loan-level reports and information. Upon receipt of a ~~disclaimer. The Rule~~ Rating Agency Inquiry for the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer, the 17g-5 Information Provider shall ~~not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as~~ forward such Rating Agency Inquiry to the ~~accuracy~~ Certificate Administrator, the Trust Advisor, the Master Servicer or ~~completeness~~ the Special Servicer, as applicable, in each case within a commercially reasonable period following receipt thereof. Following receipt of a Rating Agency Inquiry, the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer, as applicable, unless it determines not to answer such ~~information being made available~~Rating Agency Inquiry as provided below, ~~and assumes no responsibility for such information~~shall reply to the Rating Agency Inquiry, which reply of the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer shall be by email to the 17g-5 Information Provider. The ~~Rule~~ 17g-5 Information Provider shall ~~not be liable for its failure to make~~ post (within a commercially reasonable period, and in any ~~information available~~ event within two (2) Business Days, following preparation or receipt of such answer, as the case may be) such Rating Agency Inquiry and the related answer (or reports, as applicable) to the 17g-5 Information Provider’s Website. Any report posted by the 17g-5 Information Provider in response to a request may be posted on a page accessible by a link on the 17g-5 Information Provider’s Website. If the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering any Rating ~~Agencies~~ Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or otthe applicable Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product or (iii)

Appears in 4 contracts

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

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise expressly and specifically provided ~~in Section 12.06 of this Agreement or this Section 12.13 or otherwise~~ in this Agreement or as required by law, none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the ~~Trustee~~Trust Advisor, the ~~Operating Advisor~~ Certificate Registrar, the Trustee or the Custodian shall provide any information relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage Loans directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust Loans relevant to the Rating Agencies’ surveillance of the Trust Certificates or the Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with ~~the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian~~ any such party regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and ~~shall be provided~~ delivered to the ~~Rule~~ 17g-5 Information Provider electronically as provided in Section ~~12.13(h~~5.7(g), ~~whereupon~~ which written response the ~~Rule~~ 17g-5 Information Provider shall post ~~such written response~~ to the ~~Rule~~ 17g-5 Information Provider’s Website on within two (2) Business Days of receipt, after the ~~same Business Day~~ end of ~~receipt of~~ which time period such responding party may provide such response ~~if received by 2:00 p.m. or, if received after 2:00 p.m., on~~ to such Rating Agency in accordance with the ~~next Business Day by 12:00 p.m. (or, if~~ delivery instructions set forth herein; provided that the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), foregoing shall not apply to Inquiries and ~~the Rule 17g-5 Information Provider shall, promptly after such response has been posted~~ responses thereto submitted and answered pursuant to the ~~Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered~~ “Rating Agency ~~by electronic mail of the posting of such response. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing~~Q&A Forum and Document Request Tool”. (b) To the extent that any ~~of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian~~ party to this Agreement is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this ~~Agreement~~Agreement or applicable law, ~~the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and~~ such party shall provide such ~~written~~ information or communication to the ~~Rule~~ 17g-5 Information Provider electronically as provided in Section ~~12.13(h~~5.7(g), ~~whereupon~~ and the ~~Rule~~ 17g-5 Information Provider shall upload such information or communication to the ~~Rule~~ 17g-5 Information Provider’s Website on within two (2) Business Days of receipt, after the ~~same Business Day~~ end of ~~receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m.~~ which time period (or, if earlier, after receipt of notification from the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider ~~shall, promptly after~~ that such ~~written~~ information ~~or communication~~ has been ~~uploaded~~ posted to the ~~Rule~~ 17g-5 Information Provider’s Website~~, notify, or cause~~ ) the ~~notification of, each Registered~~ applicable party may send such information to such Rating Agency ~~by electronic mail of~~ in accordance with the ~~posting of such written information or communication~~delivery instructions set forth herein. The foregoing shall include any Rating Agency ~~Confirmation request made~~ Communication provided pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. (c) Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall ~~post~~ notify each other party to this Agreement in writing of any ~~summary, communication~~ change in the identity or ~~other~~ contact information ~~provided to it in accordance with this paragraph on~~ of the 17g-5 Information Provider~~’s Website~~ . Any Rating Agency Confirmation request shall be made in accordance with ~~the procedures set forth in~~ Section ~~12.13(h)~~1.7. (dc) Each ~~of the Rule~~ 17g-5 ~~Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “~~Indemnifying ~~Party”)~~ Party hereby expressly agrees to indemnify and hold harmless the ~~Depositor~~ Depositor, the Sellers, the Underwriters, the Initial Purchasers and ~~its~~ their respective ~~officers~~Affiliates, directors, ~~shareholders~~officers, employees, members, ~~managers, employees,~~ managers and agents~~, Affiliates and controlling persons~~, and the Trust ~~Fund~~ (each, an for purposes of this Section 5.7(c), a “17g-5 Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~)~~, joint or several~~, to which any such 17g-5 Indemnified Party may become subject, under the Securities Act, the Exchange ~~Act~~ Act, by contract or otherwise~~, pursuant to a third-party claim~~, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such 17g-5 Indemnifying Party’s breach of Section ~~12.06, Section 12.13(a~~5.7(a), Section ~~12.13(b~~5.7(b), Section ~~12.13(c), Section 12.13(g~~5.7(f) or Section ~~12.13(h~~1.7 (it being acknowledged that Section 5.7(f) and Section 1.7 do not apply to the Trust Advisor) or any other provision of this Agreement relating to the delivery of any information or communication for posting on, or the posting of any information or communication to, the 17g-5 Information Provider’s Website, or (ii) if the 17g-5 Indemnifying Party is the 17g-5 Information Provider, any negligence, willful misconduct or bad faith on its part in connection with establishing, posting information and communications to, granting access to, and otherwise performing its obligations and duties hereunder with respect to, the 17g-5 Information Provider’s Website, or (iii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by by, or any negligence, willful misconduct or bad faith referred to in clause (ii) above on the part of, the applicable 17g-5 Indemnifying Party, and will reimburse such 17g-5 Indemnified Party for any legal or other expenses reasonably incurred by such 17g-5 Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (ed) None of the Depositor, the Sellers, the Master Servicer, the Special Servicer, the ~~Certificate Administrator (unless~~ Trust Advisor, the Certificate ~~Administrator is acting in the capacity of the Rule 17g-5 Information Provider)~~Registrar, the Trustee, the ~~Operating Advisor~~ Certificate Administrator (if it is not also the 17g-5 Information Provider) or the Custodian shall have any liability for (i) the ~~Rule~~ 17g-5 Information Provider’s failure to post information provided by the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate ~~Administrator~~Registrar, the Trustee, the ~~Operating Advisor~~ Certificate Administrator (if it is not also the 17g-5 Information Provider) or the Custodian in accordance with the terms of this Agreement, or (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website. (fe) None of the foregoing restrictions in this Section ~~12.13~~ 5.7 prohibit or restrict oral or written communications, or providing information, between the Master Servicer, the Special Servicer or the ~~Special Servicer~~Trust Advisor, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer, the Special Servicer or the ~~Special Servicer~~Trust Advisor, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary ~~servicer~~ servicer, or the Trust Advisor as an operating advisor or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general, or the Trust Advisor’s operations in general; ~~provided, however,~~ provided that the Master Servicer, the Special Servicer or the ~~Special Servicer~~Trust Advisor, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency ~~unless: (x)~~ unless borrower, property or deal specific identifiers are redacted; . (yf) ~~the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule~~ The 17g-5 Information Provider shall, at all times that any Certificates are outstanding and ~~does not provide such information to such~~ rated by a Rating ~~Agency until~~ Agency, maintain the ~~earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has been posted to the Rule~~ 17g-5 Information Provider’s ~~Website~~ Website, and ~~(ii) after 12:00 p.m. on the first Business Day following the date it has provided such information~~ grant access thereto to the ~~Rule 17g-5 Information Provider; or (z) such~~ Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of Trust Certificates (Agencies and the ~~party providing such information to a Rating Agency shall~~other NRSROs, ~~upon written request, certify to the Depositor that it received the confirmation described~~ in accordance with this ~~clause (z))~~Agreement. (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the ~~Rule~~ 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other ~~NRSROs,~~ NRSROs the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the ~~Rule~~ 17g-5 Information Provider agree to do ~~so in such format~~so) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “~~Benchmark 2025~~MSBAM 2014-~~V13~~C16” and an identification of the type of information being provided in the body of such electronic ~~mail (~~mail; or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the ~~Rule~~ 17g-5 Information Provider if or as may be necessary or beneficial):: (i) any and all ~~items~~ Officer’s Certificates and other evidence delivered to the ~~Rule~~ 17g-5 Information Provider ~~pursuant~~ to ~~Section 12.06~~support the Master Servicer’s, the Trustee’s or the Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance and notices of a determination to reimburse Nonrecoverable Advances from sources other than principal collections; (ii) ~~all information and communications~~ any Final Asset Status Report delivered to by the ~~Rule 17g-5 Information Provider~~ Special Servicer pursuant to ~~Sections 12.13(a), 12.13(b) and 12.13(c~~Section 9.32(h); (iii) any ~~Form ABS Due Diligence-15E~~ Third Party Reports delivered to the ~~Rule~~ 17g-5 Information Provider; (iv) all of the annual compliance statements and annual assessments as to compliance delivered to the 17g-5 Information Provider since the Closing Date pursuant to Section 13.9 and Section 13.10, respectively; (v) all of the annual independent public accountants’ servicing reports caused to be delivered to the 17g-5 Information Provider since the Closing Date pursuant to Section 13.11; (vi) copies of any Rating Agency Communications that are delivered to the 17g-5 Information Provider; (vii) copies of any questions or requests submitted by the Rating Agencies directed toward the Master Servicer, Special Servicer, Trust Advisor, Custodian, Certificate Administrator or Trustee, and the responses thereto; (viii) all notices of termination, resignation or assignment of rights and duties of the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator or the Trustee) received by the 17g-5 Information Provider; (ix) all notices of the occurrence of a Servicer Termination Event, in the case of the Master Servicer, events described in Section 9.30(b), in the case of the Special Servicer, or events described in Section 10.12, in the case of the Trust Advisor, received by the 17g-5 Information Provider; (x) all notices of merger or consolidation of the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian or the Trustee) received by the 17g-5 Information Provider; (xi) any Trust Advisor Annual Reports received by the 17g-5 Information Provider; (xii) any notice of any amendment of this Agreement pursuant to Section 14.3; (xiii) any notice or other information provided to any Rating Agency pursuant to Section 1.7; (xiv) any Initial Certification, Final Certification and updated schedule of exceptions received by the 17g-5 Information Provider pursuant to Section ~~12.13(l) or by the Depositor~~2.2; (ivxv) notice of any Material Breach or Material Document Defect, and notice of any repurchase or replacement of a Mortgage Loan in connection therewith, received by the 17g-5 Information Provider pursuant to Section 2.3; (xvi) any ~~transaction documents, closing documents and opinions relating to this transaction~~ requests for a Rating Agency Confirmation that are delivered to the ~~Rule~~ 17g-5 Information Provider ~~by the Depositor; and~~pursuant to Section 1.7; (vxvii) any other information delivered to the ~~Rule~~ 17g-5 Information Provider pursuant to this Agreement, including pursuant to Section 5.7(a) and Section 5.7(b); and (xviii) the Rating Agency Q&A Forum and Document Request Tool. The ~~17g-5 Information Provider~~ foregoing information shall ~~post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received~~ be made available by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider ~~for posting~~ on the 17g-5 Information Provider’s Website, a link to which shall be provided on NetRoadshow’s website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other website as MSMCH may notify the parties hereto in ~~each case by electronic mail, of the posting of such item on~~ writing. Information will be posted to the 17g-5 Information Provider’s ~~Website~~Website within two (2) Business Days of receipt. The ~~Rule~~ 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the ~~Rule~~ 17g-5 Information Provider may remove it from the ~~Rue~~ 17g-5 Information Provider’s Website. The Certificate Administrator and the ~~Rule~~ 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to ~~Certificate Administrator’s Website or~~ the ~~Rule~~ 17g-5 Information Provider’s Website~~, as applicable~~. Access will be provided by the ~~Rule~~ 17g-5 Information Provider to ~~(i)~~ the Rating Agencies ~~upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof~~ and ~~(ii)~~ other NRSROs upon ~~registration at the Rule 17g-5 Information Provider’s Website as a user thereof and~~ receipt ~~by the Rule 17g-5 Information Provider~~ of an NRSRO Certification (which certification may be submitted electronically via ~~e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to~~ the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website). Questions regarding delivery of information to the ~~Rule~~ 17g-5 Information Provider may be directed to ▇-(▇▇▇-) ▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ (~~specifically referencing “Benchmark 2025-V13” in the subject line) (~~or to such other telephone number or ~~e-mail~~ email address as the ~~Rule~~ 17g-5 Information Provider may designate). Upon request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information Provider electronically in accordance with this Section 5.7. In no event shall the 17g-5 Information Provider disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such additional information. The 17g-5 Information Provider shall provide a mechanism to ~~promptly~~ notify each ~~Person that has signed up for access~~ Rating Agency or other NRSRO each time the 17g-5 Information Provider posts an additional document to the 17g-5 Information Provider’s ~~Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto~~Website. ~~In connection with providing access~~ The 17g-5 Information Provider shall make available, only to the ~~Rule~~ Rating Agencies and other NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information Provider’s Website, where Rating Agencies and other NRSROs may (i) submit questions to the ~~Rule 17g-5 Information Provider may require registration~~ Certificate Administrator relating to the Distribution Date Statement, or submit questions to the Trust Advisor, the Master Servicer or the Special Servicer, as applicable, relating to the reports being made available pursuant to this Section 5.7, the Mortgage Loans, the A/B Whole Loans, Loan Pairs or the Mortgaged Properties (“Rating Agency Inquiries”), (ii) view Rating Agency Inquiries that have been previously submitted and answered, together with the ~~acceptance~~ answers thereto and (iii) submit requests for loan-level reports and information. Upon receipt of a ~~disclaimer. The Rule~~ Rating Agency Inquiry for the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer, the 17g-5 Information Provider shall ~~not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as~~ forward such Rating Agency Inquiry to the ~~accuracy~~ Certificate Administrator, the Trust Advisor, the Master Servicer or ~~completeness~~ the Special Servicer, as applicable, in each case within a commercially reasonable period following receipt thereof. Following receipt of a Rating Agency Inquiry, the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer, as applicable, unless it determines not to answer such ~~information being made available~~Rating Agency Inquiry as provided below, ~~and assumes no responsibility for such information~~shall reply to the Rating Agency Inquiry, which reply of the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer shall be by email to the 17g-5 Information Provider. The ~~Rule~~ 17g-5 Information Provider shall ~~not be liable for its failure to make~~ post (within a commercially reasonable period, and in any ~~information available~~ event within two (2) Business Days, following preparation or receipt of such answer, as the case may be) such Rating Agency Inquiry and the related answer (or reports, as applicable) to the 17g-5 Information Provider’s Website. Any report posted by the 17g-5 Information Provider in response to a request may be posted on a page accessible by a link on the 17g-5 Information Provider’s Website. If the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering any Rating ~~Agencies~~ Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or otthe applicable Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product or (iii)(A) answ

Appears in 3 contracts

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

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise expressly and specifically provided ~~in Section 12.06 of this Agreement or this Section 12.13 or otherwise~~ in this Agreement or as required by law, none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the ~~Trustee~~Trust Advisor, the ~~Operating Advisor~~ Certificate Registrar, the Trustee or the Custodian shall provide any information relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage Loans directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust Loans relevant to the Rating Agencies’ surveillance of the Trust Certificates or the Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with ~~the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian~~ any such party regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and ~~shall be provided~~ delivered to the ~~Rule~~ 17g-5 Information Provider electronically as provided in Section ~~12.13(h~~5.7(g), ~~whereupon~~ which written response the ~~Rule~~ 17g-5 Information Provider shall post ~~such written response~~ to the ~~Rule~~ 17g-5 Information Provider’s Website on within two (2) Business Days of receipt, after the ~~same Business Day~~ end of ~~receipt of~~ which time period such responding party may provide such response ~~if received by 2:00 p.m. or, if received after 2:00 p.m., on~~ to such Rating Agency in accordance with the ~~next Business Day by 12:00 p.m. (or, if~~ delivery instructions set forth herein; provided that the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), foregoing shall not apply to Inquiries and ~~the Rule 17g-5 Information Provider shall, promptly after such response has been posted~~ responses thereto submitted and answered pursuant to the ~~Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered~~ “Rating Agency ~~by electronic mail of the posting of such response. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing~~Q&A Forum and Document Request Tool”. (b) To the extent that any ~~of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian~~ party to this Agreement is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this ~~Agreement~~Agreement or applicable law, ~~the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and~~ such party shall provide such ~~written~~ information or communication to the ~~Rule~~ 17g-5 Information Provider electronically as provided in Section ~~12.13(h~~5.7(g), ~~whereupon~~ and the ~~Rule~~ 17g-5 Information Provider shall upload such information or communication to the ~~Rule~~ 17g-5 Information Provider’s Website on within two (2) Business Days of receipt, after the ~~same Business Day~~ end of ~~receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m.~~ which time period (or, if earlier, after receipt of notification from the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider ~~shall, promptly after~~ that such ~~written~~ information ~~or communication~~ has been ~~uploaded~~ posted to the ~~Rule~~ 17g-5 Information Provider’s Website~~, notify, or cause~~ ) the ~~notification of, each Registered~~ applicable party may send such information to such Rating Agency ~~by electronic mail of~~ in accordance with the ~~posting of such written information or communication~~delivery instructions set forth herein. The foregoing shall include any Rating Agency ~~Confirmation request made~~ Communication provided pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. (c) Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall ~~post~~ notify each other party to this Agreement in writing of any ~~summary, communication~~ change in the identity or ~~other~~ contact information ~~provided to it in accordance with this paragraph on~~ of the 17g-5 Information Provider~~’s Website~~ . Any Rating Agency Confirmation request shall be made in accordance with ~~the procedures set forth in~~ Section ~~12.13(h)~~1.7. (dc) Each ~~of the Rule~~ 17g-5 ~~Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “~~Indemnifying ~~Party”)~~ Party hereby expressly agrees to indemnify and hold harmless the ~~Depositor~~ Depositor, the Sellers, the Underwriters, the Initial Purchasers and ~~its~~ their respective ~~officers~~Affiliates, directors, ~~shareholders~~officers, employees, members, ~~managers, employees,~~ managers and agents~~, Affiliates and controlling persons~~, and the Trust ~~Fund~~ (each, an for purposes of this Section 5.7(c), a “17g-5 Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~)~~, joint or several~~, to which any such 17g-5 Indemnified Party may become subject, under the Securities Act, the Exchange ~~Act~~ Act, by contract or otherwise~~, pursuant to a third-party claim~~, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such 17g-5 Indemnifying Party’s breach of Section ~~12.06, Section 12.13(a~~5.7(a), Section ~~12.13(b~~5.7(b), Section ~~12.13(c), Section 12.13(g~~5.7(f) or Section ~~12.13(h~~1.7 (it being acknowledged that Section 5.7(f) and Section 1.7 do not apply to the Trust Advisor) or any other provision of this Agreement relating to the delivery of any information or communication for posting on, or the posting of any information or communication to, the 17g-5 Information Provider’s Website, or (ii) if the 17g-5 Indemnifying Party is the 17g-5 Information Provider, any negligence, willful misconduct or bad faith on its part in connection with establishing, posting information and communications to, granting access to, and otherwise performing its obligations and duties hereunder with respect to, the 17g-5 Information Provider’s Website, or (iii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by by, or any negligence, willful misconduct or bad faith referred to in clause (ii) above on the part of, the applicable 17g-5 Indemnifying Party, and will reimburse such 17g-5 Indemnified Party for any legal or other expenses reasonably incurred by such 17g-5 Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (ed) None of the Depositor, the Sellers, the Master Servicer, the Special Servicer, the ~~Certificate Administrator (unless~~ Trust Advisor, the Certificate ~~Administrator is acting in the capacity of the Rule 17g-5 Information Provider)~~Registrar, the Trustee, the ~~Operating Advisor~~ Certificate Administrator (if it is not also the 17g-5 Information Provider) or the Custodian shall have any liability for (i) the ~~Rule~~ 17g-5 Information Provider’s failure to post information provided by the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate ~~Administrator~~Registrar, the Trustee, the ~~Operating Advisor~~ Certificate Administrator (if it is not also the 17g-5 Information Provider) or the Custodian in accordance with the terms of this Agreement, or (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website. (fe) None of the foregoing restrictions in this Section ~~12.13~~ 5.7 prohibit or restrict oral or written communications, or providing information, between the Master Servicer, the Special Servicer or the ~~Special Servicer~~Trust Advisor, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer, the Special Servicer or the ~~Special Servicer~~Trust Advisor, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary ~~servicer~~ servicer, or the Trust Advisor as an operating advisor or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general, or the Trust Advisor’s operations in general; ~~provided, however,~~ provided that the Master Servicer, the Special Servicer or the ~~Special Servicer~~Trust Advisor, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency ~~unless: (x)~~ unless borrower, property or deal specific identifiers are redacted; . (yf) ~~the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule~~ The 17g-5 Information Provider shall, at all times that any Certificates are outstanding and ~~does not provide such information to such~~ rated by a Rating ~~Agency until~~ Agency, maintain the ~~earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has been posted to the Rule~~ 17g-5 Information Provider’s ~~Website~~ Website, and ~~(ii) after 12:00 p.m. on the first Business Day following the date it has provided such information~~ grant access thereto to the ~~Rule 17g-5 Information Provider; or (z) such~~ Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of Trust Certificates (Agencies and the ~~party providing such information to a Rating Agency shall~~other NRSROs, ~~upon written request, certify to the Depositor that it received the confirmation described~~ in accordance with this ~~clause (z))~~Agreement. (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the ~~Rule~~ 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other ~~NRSROs,~~ NRSROs the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the ~~Rule~~ 17g-5 Information Provider agree to do ~~so in such format~~so) via electronic mail at 1▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “~~Benchmark 2025~~MSBAM 2013-~~V13~~C13” and an identification of the type of information being provided in the body of such electronic ~~mail (~~mail; or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the ~~Rule~~ 17g-5 Information Provider if or as may be necessary or beneficial):: (i) any and all ~~items~~ Officer’s Certificates and other evidence delivered to the ~~Rule~~ 17g-5 Information Provider ~~pursuant~~ to ~~Section 12.06~~support the Master Servicer’s, the Trustee’s or the Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance and notices of a determination to reimburse Nonrecoverable Advances from sources other than principal collections; (ii) ~~all information and communications~~ any Final Asset Status Report delivered to by the ~~Rule 17g-5 Information Provider~~ Special Servicer pursuant to ~~Sections 12.13(a), 12.13(b) and 12.13(c~~Section 9.32(h); (iii) any ~~Form ABS Due Diligence-15E~~ Third Party Reports delivered to the ~~Rule~~ 17g-5 Information Provider; (iv) all of the annual compliance statements and annual assessments as to compliance delivered to the 17g-5 Information Provider since the Closing Date pursuant to Section 13.9 and Section 13.10, respectively; (v) all of the annual independent public accountants’ servicing reports caused to be delivered to the 17g-5 Information Provider since the Closing Date pursuant to Section 13.11; (vi) copies of any Rating Agency Communications that are delivered to the 17g-5 Information Provider; (vii) copies of any questions or requests submitted by the Rating Agencies directed toward the Master Servicer, Special Servicer, Trust Advisor, Custodian, Certificate Administrator or Trustee, and the responses thereto; (viii) all notices of termination, resignation or assignment of rights and duties of the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator or the Trustee) received by the 17g-5 Information Provider; (ix) all notices of the occurrence of a Servicer Termination Event, in the case of the Master Servicer, events described in Section 9.30(b), in the case of the Special Servicer, or events described in Section 10.12, in the case of the Trust Advisor, received by the 17g-5 Information Provider; (x) all notices of merger or consolidation of the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian or the Trustee) received by the 17g-5 Information Provider; (xi) any Trust Advisor Annual Reports received by the 17g-5 Information Provider; (xii) any notice of any amendment of this Agreement pursuant to Section 14.3; (xiii) any notice or other information provided to any Rating Agency pursuant to Section 1.7; (xiv) any Initial Certification, Final Certification and updated schedule of exceptions received by the 17g-5 Information Provider pursuant to Section ~~12.13(l) or by the Depositor~~2.2; (ivxv) notice of any Material Breach or Material Document Defect, and notice of any repurchase or replacement of a Mortgage Loan in connection therewith, received by the 17g-5 Information Provider pursuant to Section 2.3; (xvi) any ~~transaction documents, closing documents and opinions relating to this transaction~~ requests for a Rating Agency Confirmation that are delivered to the ~~Rule~~ 17g-5 Information Provider ~~by the Depositor; and~~pursuant to Section 1.7; (vxvii) any other information delivered to the ~~Rule~~ 17g-5 Information Provider pursuant to this Agreement, including pursuant to Section 5.7(a) and Section 5.7(b); and (xviii) the Rating Agency Q&A Forum and Document Request Tool. The ~~17g-5 Information Provider~~ foregoing information shall ~~post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received~~ be made available by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider ~~for posting~~ on the 17g-5 Information Provider’s Website, a link to which shall be provided on NetRoadshow’s website at w▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other website as MSMCH may notify the parties hereto in ~~each case by electronic mail, of the posting of such item on~~ writing. Information will be posted to the 17g-5 Information Provider’s ~~Website~~Website within two (2) Business Days of receipt. The ~~Rule~~ 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the ~~Rule~~ 17g-5 Information Provider may remove it from the ~~Rue~~ 17g-5 Information Provider’s Website. The Certificate Administrator and the ~~Rule~~ 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to ~~Certificate Administrator’s Website or~~ the ~~Rule~~ 17g-5 Information Provider’s Website~~, as applicable~~. Access will be provided by the ~~Rule~~ 17g-5 Information Provider to ~~(i)~~ the Rating Agencies ~~upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof~~ and ~~(ii)~~ other NRSROs upon ~~registration at the Rule 17g-5 Information Provider’s Website as a user thereof and~~ receipt ~~by the Rule 17g-5 Information Provider~~ of an NRSRO Certification (which certification may be submitted electronically via ~~e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to~~ the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website). Questions regarding delivery of information to the ~~Rule~~ 17g-5 Information Provider may be directed to ▇-(▇▇▇-) ▇▇▇-▇▇▇▇ and 1▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ~~(specifically referencing “Benchmark 2025-V13” in the subject line)~~ (or to such other telephone number or ~~e-mail~~ email address as the ~~Rule~~ 17g-5 Information Provider may designate). Upon request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information Provider electronically in accordance with this Section 5.7. In no event shall the 17g-5 Information Provider disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such additional information. The 17g-5 Information Provider shall provide a mechanism to ~~promptly~~ notify each ~~Person that has signed up for access~~ Rating Agency or other NRSRO each time the 17g-5 Information Provider posts an additional document to the 17g-5 Information Provider’s ~~Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto~~Website. ~~In connection with providing access~~ The 17g-5 Information Provider shall make available, only to the ~~Rule~~ Rating Agencies and other NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information Provider’s Website, where Rating Agencies and other NRSROs may (i) submit questions to the ~~Rule 17g-5 Information Provider may require registration~~ Certificate Administrator relating to the Distribution Date Statement, or submit questions to the Trust Advisor, the Master Servicer or the Special Servicer, as applicable, relating to the reports being made available pursuant to this Section 5.7, the Mortgage Loans, the A/B Whole Loans, Loan Pairs or the Mortgaged Properties (“Rating Agency Inquiries”), (ii) view Rating Agency Inquiries that have been previously submitted and answered, together with the ~~acceptance~~ answers thereto and (iii) submit requests for loan-level reports and information. Upon receipt of a ~~disclaimer. The Rule~~ Rating Agency Inquiry for the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer, the 17g-5 Information Provider shall ~~not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as~~ forward such Rating Agency Inquiry to the ~~accuracy~~ Certificate Administrator, the Trust Advisor, the Master Servicer or ~~completeness~~ the Special Servicer, as applicable, in each case within a commercially reasonable period following receipt thereof. Following receipt of a Rating Agency Inquiry, the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer, as applicable, unless it determines not to answer such ~~information being made available~~Rating Agency Inquiry as provided below, ~~and assumes no responsibility for such information~~shall reply to the Rating Agency Inquiry, which reply of the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer shall be by email to the 17g-5 Information Provider. The ~~Rule~~ 17g-5 Information Provider shall ~~not be liable for its failure to make~~ post (within a commercially reasonable period, and in any ~~information available~~ event within two (2) Business Days, following preparation or receipt of such answer, as the case may be) such Rating Agency Inquiry and the related answer (or reports, as applicable) to the 17g-5 Information Provider’s Website. Any report posted by the 17g-5 Information Provider in response to a request may be posted on a page accessible by a link on the 17g-5 Information Provider’s Website. If the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering any Rating ~~Agencies~~ Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or otthe applicable Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product or (iii)

Appears in 3 contracts

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

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise expressly and specifically provided ~~in Section 12.06 of this Agreement or this Section 12.13 or otherwise~~ in this Agreement or as required by law, none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the ~~Trustee~~Trust Advisor, the ~~Operating Advisor~~ Certificate Registrar, the Trustee or the Custodian shall provide any information relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage Loans directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust Loans relevant to the Rating Agencies’ surveillance of the Trust Certificates or the Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with ~~the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian~~ any such party regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and ~~shall be provided~~ delivered to the ~~Rule~~ 17g-5 Information Provider electronically as provided in Section ~~12.13(h~~5.7(g), ~~whereupon~~ which written response the ~~Rule~~ 17g-5 Information Provider shall post ~~such written response~~ to the ~~Rule~~ 17g-5 Information Provider’s Website on within two (2) Business Days of receipt, after the ~~same Business Day~~ end of ~~receipt of~~ which time period such responding party may provide such response ~~if received by 2:00 p.m. or, if received after 2:00 p.m., on~~ to such Rating Agency in accordance with the ~~next Business Day by 12:00 p.m. (or, if~~ delivery instructions set forth herein; provided that the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), foregoing shall not apply to Inquiries and ~~the Rule 17g-5 Information Provider shall, promptly after such response has been posted~~ responses thereto submitted and answered pursuant to the ~~Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered~~ “Rating Agency ~~by electronic mail of the posting of such response. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing~~Q&A Forum and Document Request Tool”. (b) To the extent that any ~~of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian~~ party to this Agreement is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this ~~Agreement~~Agreement or applicable law, ~~the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and~~ such party shall provide such ~~written~~ information or communication to the ~~Rule~~ 17g-5 Information Provider electronically as provided in Section ~~12.13(h~~5.7(g), ~~whereupon~~ and the ~~Rule~~ 17g-5 Information Provider shall upload such information or communication to the ~~Rule~~ 17g-5 Information Provider’s Website on within two (2) Business Days of receipt, after the ~~same Business Day~~ end of ~~receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m.~~ which time period (or, if earlier, after receipt of notification from the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider ~~shall, promptly after~~ that such ~~written~~ information ~~or communication~~ has been ~~uploaded~~ posted to the ~~Rule~~ 17g-5 Information Provider’s Website~~, notify, or cause~~ ) the ~~notification of, each Registered~~ applicable party may send such information to such Rating Agency ~~by electronic mail of~~ in accordance with the ~~posting of such written information or communication~~delivery instructions set forth herein. The foregoing shall include any Rating Agency ~~Confirmation request made~~ Communication provided pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. (c) Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall ~~post~~ notify each other party to this Agreement in writing of any ~~summary, communication~~ change in the identity or ~~other~~ contact information ~~provided to it in accordance with this paragraph on~~ of the 17g-5 Information Provider~~’s Website~~ . Any Rating Agency Confirmation request shall be made in accordance with ~~the procedures set forth in~~ Section ~~12.13(h)~~1.7. (dc) Each ~~of the Rule~~ 17g-5 ~~Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “~~Indemnifying ~~Party”)~~ Party hereby expressly agrees to indemnify and hold harmless the ~~Depositor~~ Depositor, the Sellers, the Underwriters, the Initial Purchasers and ~~its~~ their respective ~~officers~~Affiliates, directors, ~~shareholders~~officers, employees, members, ~~managers, employees,~~ managers and agents~~, Affiliates and controlling persons~~, and the Trust ~~Fund~~ (each, an for purposes of this Section 5.7(c), a “17g-5 Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~)~~, joint or several~~, to which any such 17g-5 Indemnified Party may become subject, under the Securities Act, the Exchange ~~Act~~ Act, by contract or otherwise~~, pursuant to a third-party claim~~, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such 17g-5 Indemnifying Party’s breach of Section ~~12.06, Section 12.13(a~~5.7(a), Section ~~12.13(b~~5.7(b), Section ~~12.13(c), Section 12.13(g~~5.7(f) or Section ~~12.13(h~~1.7 (it being acknowledged that Section 5.7(f) and Section 1.7 do not apply to the Trust Advisor) or any other provision of this Agreement relating to the delivery of any information or communication for posting on, or the posting of any information or communication to, the 17g-5 Information Provider’s Website, or (ii) if the 17g-5 Indemnifying Party is the 17g-5 Information Provider, any negligence, willful misconduct or bad faith on its part in connection with establishing, posting information and communications to, granting access to, and otherwise performing its obligations and duties hereunder with respect to, the 17g-5 Information Provider’s Website, or (iii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by by, or any negligence, willful misconduct or bad faith referred to in clause (ii) above on the part of, the applicable 17g-5 Indemnifying Party, and will reimburse such 17g-5 Indemnified Party for any legal or other expenses reasonably incurred by such 17g-5 Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (ed) None of the Depositor, the Sellers, the Master Servicer, the Special Servicer, the ~~Certificate Administrator (unless~~ Trust Advisor, the Certificate ~~Administrator is acting in the capacity of the Rule 17g-5 Information Provider)~~Registrar, the Trustee, the ~~Operating Advisor~~ Certificate Administrator (if it is not also the 17g-5 Information Provider) or the Custodian shall have any liability for (i) the ~~Rule~~ 17g-5 Information Provider’s failure to post information provided by the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate ~~Administrator~~Registrar, the Trustee, the ~~Operating Advisor~~ Certificate Administrator (if it is not also the 17g-5 Information Provider) or the Custodian in accordance with the terms of this Agreement, or (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website. (fe) None of the foregoing restrictions in this Section ~~12.13~~ 5.7 prohibit or restrict oral or written communications, or providing information, between the Master Servicer, the Special Servicer or the ~~Special Servicer~~Trust Advisor, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer, the Special Servicer or the ~~Special Servicer~~Trust Advisor, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary ~~servicer~~ servicer, or the Trust Advisor as an operating advisor or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general, or the Trust Advisor’s operations in general; ~~provided, however,~~ provided that the Master Servicer, the Special Servicer or the ~~Special Servicer~~Trust Advisor, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency ~~unless: (x)~~ unless borrower, property or deal specific identifiers are redacted; . (yf) ~~the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule~~ The 17g-5 Information Provider shall, at all times that any Certificates are outstanding and ~~does not provide such information to such~~ rated by a Rating ~~Agency until~~ Agency, maintain the ~~earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has been posted to the Rule~~ 17g-5 Information Provider’s ~~Website~~ Website, and ~~(ii) after 12:00 p.m. on the first Business Day following the date it has provided such information~~ grant access thereto to the ~~Rule 17g-5 Information Provider; or (z) such~~ Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of Trust Certificates (Agencies and the ~~party providing such information to a Rating Agency shall~~other NRSROs, ~~upon written request, certify to the Depositor that it received the confirmation described~~ in accordance with this ~~clause (z))~~Agreement. (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the ~~Rule~~ 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other ~~NRSROs,~~ NRSROs the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the ~~Rule~~ 17g-5 Information Provider agree to do ~~so in such format~~so) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “~~Benchmark 2025~~MSBAM 2014-~~V13~~C14” and an identification of the type of information being provided in the body of such electronic ~~mail (~~mail; or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the ~~Rule~~ 17g-5 Information Provider if or as may be necessary or beneficial):: (i) any and all ~~items~~ Officer’s Certificates and other evidence delivered to the ~~Rule~~ 17g-5 Information Provider ~~pursuant~~ to ~~Section 12.06~~support the Master Servicer’s, the Trustee’s or the Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance and notices of a determination to reimburse Nonrecoverable Advances from sources other than principal collections; (ii) ~~all information and communications~~ any Final Asset Status Report delivered to by the ~~Rule 17g-5 Information Provider~~ Special Servicer pursuant to ~~Sections 12.13(a), 12.13(b) and 12.13(c~~Section 9.32(h); (iii) any ~~Form ABS Due Diligence-15E~~ Third Party Reports delivered to the ~~Rule~~ 17g-5 Information Provider; (iv) all of the annual compliance statements and annual assessments as to compliance delivered to the 17g-5 Information Provider since the Closing Date pursuant to Section 13.9 and Section 13.10, respectively; (v) all of the annual independent public accountants’ servicing reports caused to be delivered to the 17g-5 Information Provider since the Closing Date pursuant to Section 13.11; (vi) copies of any Rating Agency Communications that are delivered to the 17g-5 Information Provider; (vii) copies of any questions or requests submitted by the Rating Agencies directed toward the Master Servicer, Special Servicer, Trust Advisor, Custodian, Certificate Administrator or Trustee, and the responses thereto; (viii) all notices of termination, resignation or assignment of rights and duties of the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator or the Trustee) received by the 17g-5 Information Provider; (ix) all notices of the occurrence of a Servicer Termination Event, in the case of the Master Servicer, events described in Section 9.30(b), in the case of the Special Servicer, or events described in Section 10.12, in the case of the Trust Advisor, received by the 17g-5 Information Provider; (x) all notices of merger or consolidation of the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian or the Trustee) received by the 17g-5 Information Provider; (xi) any Trust Advisor Annual Reports received by the 17g-5 Information Provider; (xii) any notice of any amendment of this Agreement pursuant to Section 14.3; (xiii) any notice or other information provided to any Rating Agency pursuant to Section 1.7; (xiv) any Initial Certification, Final Certification and updated schedule of exceptions received by the 17g-5 Information Provider pursuant to Section ~~12.13(l) or by the Depositor~~2.2; (ivxv) notice of any Material Breach or Material Document Defect, and notice of any repurchase or replacement of a Mortgage Loan in connection therewith, received by the 17g-5 Information Provider pursuant to Section 2.3; (xvi) any ~~transaction documents, closing documents and opinions relating to this transaction~~ requests for a Rating Agency Confirmation that are delivered to the ~~Rule~~ 17g-5 Information Provider ~~by the Depositor; and~~pursuant to Section 1.7; (vxvii) any other information delivered to the ~~Rule~~ 17g-5 Information Provider pursuant to this Agreement, including pursuant to Section 5.7(a) and Section 5.7(b); and (xviii) the Rating Agency Q&A Forum and Document Request Tool. The ~~17g-5 Information Provider~~ foregoing information shall ~~post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received~~ be made available by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider ~~for posting~~ on the 17g-5 Information Provider’s Website, a link to which shall be provided on NetRoadshow’s website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other website as MSMCH may notify the parties hereto in ~~each case by electronic mail, of the posting of such item on~~ writing. Information will be posted to the 17g-5 Information Provider’s ~~Website~~Website within two (2) Business Days of receipt. The ~~Rule~~ 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the ~~Rule~~ 17g-5 Information Provider may remove it from the ~~Rue~~ 17g-5 Information Provider’s Website. The Certificate Administrator and the ~~Rule~~ 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to ~~Certificate Administrator’s Website or~~ the ~~Rule~~ 17g-5 Information Provider’s Website~~, as applicable~~. Access will be provided by the ~~Rule~~ 17g-5 Information Provider to ~~(i)~~ the Rating Agencies ~~upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof~~ and ~~(ii)~~ other NRSROs upon ~~registration at the Rule 17g-5 Information Provider’s Website as a user thereof and~~ receipt ~~by the Rule 17g-5 Information Provider~~ of an NRSRO Certification (which certification may be submitted electronically via ~~e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to~~ the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website). Questions regarding delivery of information to the ~~Rule~~ 17g-5 Information Provider may be directed to ▇-(▇▇▇-) ▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (~~specifically referencing “Benchmark 2025-V13” in the subject line) (~~or to such other telephone number or ~~e-mail~~ email address as the ~~Rule~~ 17g-5 Information Provider may designate). Upon request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information Provider electronically in accordance with this Section 5.7. In no event shall the 17g-5 Information Provider disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such additional information. The 17g-5 Information Provider shall provide a mechanism to ~~promptly~~ notify each ~~Person that has signed up for access~~ Rating Agency or other NRSRO each time the 17g-5 Information Provider posts an additional document to the 17g-5 Information Provider’s ~~Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto~~Website. ~~In connection with providing access~~ The 17g-5 Information Provider shall make available, only to the ~~Rule~~ Rating Agencies and other NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information Provider’s Website, where Rating Agencies and other NRSROs may (i) submit questions to the ~~Rule 17g-5 Information Provider may require registration~~ Certificate Administrator relating to the Distribution Date Statement, or submit questions to the Trust Advisor, the Master Servicer or the Special Servicer, as applicable, relating to the reports being made available pursuant to this Section 5.7, the Mortgage Loans, the A/B Whole Loans, Loan Pairs or the Mortgaged Properties (“Rating Agency Inquiries”), (ii) view Rating Agency Inquiries that have been previously submitted and answered, together with the ~~acceptance~~ answers thereto and (iii) submit requests for loan-level reports and information. Upon receipt of a ~~disclaimer. The Rule~~ Rating Agency Inquiry for the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer, the 17g-5 Information Provider shall ~~not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as~~ forward such Rating Agency Inquiry to the ~~accuracy~~ Certificate Administrator, the Trust Advisor, the Master Servicer or ~~completeness~~ the Special Servicer, as applicable, in each case within a commercially reasonable period following receipt thereof. Following receipt of a Rating Agency Inquiry, the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer, as applicable, unless it determines not to answer such ~~information being made available~~Rating Agency Inquiry as provided below, ~~and assumes no responsibility for such information~~shall reply to the Rating Agency Inquiry, which reply of the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer shall be by email to the 17g-5 Information Provider. The ~~Rule~~ 17g-5 Information Provider shall ~~not be liable for its failure to make~~ post (within a commercially reasonable period, and in any ~~information available~~ event within two (2) Business Days, following preparation or receipt of such answer, as the case may be) such Rating Agency Inquiry and the related answer (or reports, as applicable) to the 17g-5 Information Provider’s Website. Any report posted by the 17g-5 Information Provider in response to a request may be posted on a page accessible by a link on the 17g-5 Information Provider’s Website. If the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering any Rating ~~Agencies~~ Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or otthe applicable Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product or (iii)

Appears in 3 contracts

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

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section ~~12.06~~ 11.06 of this Agreement or this Section ~~12.13~~ 11.13 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to the Rating Agencies’ surveillance of the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the ~~Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider~~ Depositor who shall post such written response to the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website ~~on the same~~ within five (5) Business ~~Day~~ Days of receipt of such ~~response if received by 2:00 p.m. or~~response, ~~if received~~ and after ~~2:00 p.m., on the next Business Day by 12:00 p.m. (or, if~~ the responding party is receives written notification from the ~~Rule 17g-5 Information Provider, on~~ Depositor (which may be in the ~~same Business Day~~ form of ~~preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after~~ e-mail) that such response has been posted to on the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website, ~~notify~~such responding party may, ~~or cause the notification of~~but is not obligated to, ~~each Registered Rating Agency by electronic mail of the posting of~~ provide such ~~response. Any communications from a Rating Agency~~ response to ~~the Master Servicer, including any specific requests from a~~ such Rating Agency~~, shall be in writing~~. (b) To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall ~~do so in writing and shall~~ provide ~~such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall upload~~ such information or communication to an Authorized Representative of the ~~Rule~~ Depositor by e-mail, which the Depositor shall upload to the Depositor’s 17g-5 ~~Information Provider’s~~ Website ~~on the same~~ within five (5) Business ~~Day of receipt of such response if received by 2:00 p.m. or~~Days, ~~if received~~ and after ~~2:00 p.m., on the next Business Day by 12:00 p.m. (or, if~~ the applicable party is has received written notification from the ~~Rule 17g-5 Information Provider, on~~ Depositor (which may be in the ~~same Business Day~~ form of ~~preparation of~~ e-mail) that such ~~response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such written~~ information ~~or communication~~ has been uploaded to the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website, ~~notify, or cause~~ the ~~notification of, each Registered~~ applicable party shall send such information to such Rating Agency ~~by electronic mail of~~ in accordance with the ~~posting of such written information or communication~~delivery instructions set forth herein. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. The Depositor shall notify each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Custodian in writing of any change in the identity or contact information of an Authorized Representative. (c) Notwithstanding the provisions of Section ~~12.13(a~~11.13(a) or Section ~~12.13(b~~11.13(b) of this Agreement, the Depositor may authorize, in its sole discretion, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian to provide information directly to, or communicate with, a Rating Agency (including, but not limited to, responses to inquiries from such Rating Agency). Any such authorization shall be ~~permitted~~ in writing (~~but are not required~~which writing may be electronic mail) ~~to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides~~ by a ~~written summary~~ Responsible Officer of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, ~~in its sole discretion, provides a written authorization (which may be by electronic email) from~~ and shall set forth the ~~Depositor to~~ procedures that the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to ~~orally communicate with~~ provide information directly to the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow ~~compliance~~ the Depositor to comply with Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h). (d) Each of ~~the Rule 17g-5 Information Provider,~~ the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~), joint or several, to which any such Indemnified Party may become subject, under the Securities Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section ~~12.06~~11.06, Section ~~12.13(a~~11.13(a), Section ~~12.13(b), Section 12.13(c), Section 12.13(g~~11.13(b) or Section ~~12.13(h~~11.13(c) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to ~~Exchange Act~~ Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the Master Servicer, the Special Servicer, the Certificate ~~Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider)~~Administrator, the Trustee, the Operating Advisor or the Custodian shall have any liability for (i) the ~~Rule 17g-5 Information Provider~~Depositor’s failure to post information provided by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the ~~Rule 17g-5 Information Provider~~ Depositor posts the related information or communication if the ~~Rule 17g-5 Information Provider~~ Depositor fails to notify such party that it has posted such information or communication on the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website. (f) None of the foregoing restrictions in this Section ~~12.13~~ 11.13 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; or (y) the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule 17g-5 Information Provider and does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has already been ~~posted to the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has~~ provided such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of Trust Certificates (and the party providing such information to a Rating Agency shall, upon written request, certify to the Depositor ~~that it received~~ and has been uploaded on to the ~~confirmation described in this clause (z))~~Depositor’s 17g-5 Website. (g) The ~~Rule 17g-5 Information Provider~~ Depositor shall ~~establish and~~ maintain the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s Website in the form of a password-protected Internet~~ Website in accordance with ~~this Section 12.13 and Section 12.06 of this Agreement~~Rule 17g-5(a)(3)(iii). (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, specifically with a subject reference of “Benchmark 2025-V13” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (i) all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06; (ii) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b) and 12.13(c); (iii) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (v) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (specifically referencing “Benchmark 2025-V13” in the subject line) (or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate). The 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or ot

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Credit Suisse First Boston Mortgage Securities Corp), Pooling and Servicing Agreement (Gs Mortgage Securities Corp Ii)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise expressly and specifically provided ~~in Section 12.06 of this Agreement or this Section 12.13 or otherwise~~ in this Agreement or as required by law, none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the ~~Trustee~~Trust Advisor, the ~~Operating Advisor~~ Certificate Registrar, the Trustee or the Custodian shall provide any information relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage Loans directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust Loans relevant to the Rating Agencies’ surveillance of the Trust Certificates or the Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with ~~the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian~~ any such party regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and ~~shall be provided~~ delivered to the ~~Rule~~ 17g-5 Information Provider electronically as provided in Section ~~12.13(h~~5.7(g), ~~whereupon~~ which written response the ~~Rule~~ 17g-5 Information Provider shall post ~~such written response~~ to the ~~Rule~~ 17g-5 Information Provider’s Website on within two (2) Business Days of receipt, after the ~~same Business Day~~ end of ~~receipt of~~ which time period such responding party may provide such response ~~if received by 2:00 p.m. or, if received after 2:00 p.m., on~~ to such Rating Agency in accordance with the ~~next Business Day by 12:00 p.m. (or, if~~ delivery instructions set forth herein; provided that the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), foregoing shall not apply to Inquiries and ~~the Rule 17g-5 Information Provider shall, promptly after such response has been posted~~ responses thereto submitted and answered pursuant to the ~~Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered~~ “Rating Agency ~~by electronic mail of the posting of such response. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing~~Q&A Forum and Servicer Document Request Tool”. (b) To the extent that any ~~of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian~~ party to this Agreement is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this ~~Agreement~~Agreement or applicable law, ~~the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and~~ such party shall provide such ~~written~~ information or communication to the ~~Rule~~ 17g-5 Information Provider electronically as provided in Section ~~12.13(h~~5.7(g), ~~whereupon~~ and the ~~Rule~~ 17g-5 Information Provider shall upload such information or communication to the ~~Rule~~ 17g-5 Information Provider’s Website on within two (2) Business Days of receipt, after the ~~same Business Day~~ end of ~~receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if~~ which time period the applicable party ~~is the Rule 17g-5 Information Provider, on the same Business Day of preparation of~~ may send such ~~response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after~~ information to such ~~written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered~~ Rating Agency ~~by electronic mail of~~ in accordance with the ~~posting of such written information or communication~~delivery instructions set forth herein. The foregoing shall include any Rating Agency ~~Confirmation request made~~ Communication provided pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. (c) Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall ~~post~~ notify each other party to this Agreement in writing of any ~~summary, communication~~ change in the identity or ~~other~~ contact information ~~provided to it in accordance with this paragraph on~~ of the 17g-5 Information Provider~~’s Website~~ . Any Rating Agency Confirmation request shall be made in accordance with ~~the procedures set forth in~~ Section ~~12.13(h)~~1.7. (dc) Each ~~of the Rule~~ 17g-5 ~~Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “~~Indemnifying ~~Party”)~~ Party hereby expressly agrees to indemnify and hold harmless the ~~Depositor~~ Depositor, the Sellers, the Underwriters, the Initial Purchasers and ~~its~~ their respective ~~officers~~Affiliates, directors, ~~shareholders~~officers, employees, members, ~~managers, employees,~~ managers and agents~~, Affiliates and controlling persons~~, and the Trust ~~Fund~~ (each, an for purposes of this Section 5.7(c), a “17g-5 Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~)~~, joint or several~~, to which any such 17g-5 Indemnified Party may become subject, under the Securities Act, the Exchange ~~Act~~ Act, by contract or otherwise~~, pursuant to a third-party claim~~, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such 17g-5 Indemnifying Party’s breach of Section ~~12.06, Section 12.13(a~~5.7(a), Section ~~12.13(b~~5.7(b), Section ~~12.13(c), Section 12.13(g~~5.7(f) or Section ~~12.13(h~~1.7 (it being acknowledged that Section 5.7(f) and Section 1.7 do not apply to the Trust Advisor) or any other provision of this Agreement relating to the delivery of any information or communication for posting on, or the posting of any information or communication to, the 17g-5 Information Provider’s Website, or (ii) if the 17g-5 Indemnifying Party is the 17g-5 Information Provider, any negligence, willful misconduct or bad faith on its part in connection with establishing, posting information and communications to, granting access to, and otherwise performing its obligations and duties hereunder with respect to, the 17g-5 Information Provider’s Website, or (iii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by by, or any negligence, willful misconduct or bad faith referred to in clause (ii) above on the part of, the applicable 17g-5 Indemnifying Party, and will reimburse such 17g-5 Indemnified Party for any legal or other expenses reasonably incurred by such 17g-5 Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (ed) None of the Depositor, the Sellers, the Master Servicer, the Special Servicer, the ~~Certificate Administrator (unless~~ Trust Advisor, the Certificate ~~Administrator is acting in the capacity of the Rule 17g-5 Information Provider)~~Registrar, the Trustee, the ~~Operating Advisor~~ Certificate Administrator (if it is not also the 17g-5 Information Provider) or the Custodian shall have any liability for (i) the ~~Rule~~ 17g-5 Information Provider’s failure to post information provided by the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate ~~Administrator~~Registrar, the Trustee, the ~~Operating Advisor~~ Certificate Administrator (if it is not also the 17g-5 Information Provider) or the Custodian in accordance with the terms of this Agreement, or (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website. (fe) None of the foregoing restrictions in this Section ~~12.13~~ 5.7 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; ~~provided, however,~~ provided that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency ~~unless: (x)~~ unless borrower, property or deal specific identifiers are redacted; . (yf) ~~the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule~~ The 17g-5 Information Provider shall, at all times that any Certificates are outstanding and ~~does not provide such information to such~~ rated by a Rating ~~Agency until~~ Agency, maintain the ~~earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has been posted to the Rule~~ 17g-5 Information Provider’s ~~Website~~ Website, and ~~(ii) after 12:00 p.m. on the first Business Day following the date it has provided such information~~ grant access thereto to the ~~Rule 17g-5 Information Provider; or (z) such~~ Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of Trust Certificates (Agencies and the ~~party providing such information to a Rating Agency shall~~other NRSROs, ~~upon written request, certify to the Depositor that it received the confirmation described~~ in accordance with this ~~clause (z))~~Agreement. (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the ~~Rule~~ 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other ~~NRSROs,~~ NRSROs the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the ~~Rule~~ 17g-5 Information Provider agree to do ~~so in such format~~so) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “~~Benchmark 2025~~MSBAM 2013-~~V13~~C8” and an identification of the type of information being provided in the body of such electronic ~~mail (~~mail; or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the ~~Rule~~ 17g-5 Information Provider if or as may be necessary or beneficial):: (i) any and all ~~items~~ Officer’s Certificates and other evidence delivered to the ~~Rule~~ 17g-5 Information Provider ~~pursuant~~ to ~~Section 12.06~~support the Master Servicer’s, the Trustee’s or the Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance and notices of a determination to reimburse Nonrecoverable Advances from sources other than principal collections; (ii) ~~all information and communications~~ any Final Asset Status Report delivered to by the ~~Rule 17g-5 Information Provider~~ Special Servicer pursuant to ~~Sections 12.13(a), 12.13(b) and 12.13(c~~Section 9.32(h); (iii) any ~~Form ABS Due Diligence-15E~~ Third Party Reports delivered to the ~~Rule~~ 17g-5 Information Provider; (iv) all of the annual compliance statements and annual assessments as to compliance delivered to the 17g-5 Information Provider since the Closing Date pursuant to Section 13.9 and Section 13.10, respectively; (v) all of the annual independent public accountants’ servicing reports caused to be delivered to the 17g-5 Information Provider since the Closing Date pursuant to Section 13.11; (vi) copies of any Rating Agency Communications that are delivered to the 17g-5 Information Provider; (vii) copies of any questions or requests submitted by the Rating Agencies directed toward the Master Servicer, Special Servicer, Trust Advisor, Custodian, Certificate Administrator or Trustee, and the responses thereto; (viii) all notices of termination, resignation or assignment of rights and duties of the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator or the Trustee) received by the 17g-5 Information Provider; (ix) all notices of the occurrence of a Servicer Termination Event, in the case of the Master Servicer, events described in Section 9.30(b), in the case of the Special Servicer, or events described in Section 10.12, in the case of the Trust Advisor, received by the 17g-5 Information Provider; (x) all notices of merger or consolidation of the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian or the Trustee) received by the 17g-5 Information Provider; (xi) any Trust Advisor Annual Reports received by the 17g-5 Information Provider; (xii) any notice of any amendment of this Agreement pursuant to Section 14.3; (xiii) any notice or other information provided to any Rating Agency pursuant to Section 1.7; (xiv) any Initial Certification, Final Certification and updated schedule of exceptions received by the 17g-5 Information Provider pursuant to Section ~~12.13(l) or by the Depositor~~2.2; (ivxv) notice of any Material Breach or Material Document Defect, and notice of any repurchase or replacement of a Mortgage Loan in connection therewith, received by the 17g-5 Information Provider pursuant to Section 2.3; (xvi) any ~~transaction documents, closing documents and opinions relating to this transaction~~ requests for a Rating Agency Confirmation that are delivered to the ~~Rule~~ 17g-5 Information Provider ~~by the Depositor; and~~pursuant to Section 1.7; (vxvii) any other information delivered to the ~~Rule~~ 17g-5 Information Provider pursuant to this Agreement, including pursuant to Section 5.7(a) and Section 5.7(b); and (xviii) the Rating Agency Q&A Forum and Servicer Document Request Tool. The ~~17g-5 Information Provider~~ foregoing information shall ~~post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received~~ be made available by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider ~~for posting~~ on the 17g-5 Information Provider’s Website, a link to which shall be provided on NetRoadshow’s website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other website as BANA may notify the parties hereto in ~~each case by electronic mail, of the posting of such item on~~ writing. Information will be posted to the 17g-5 Information Provider’s ~~Website~~Website within two (2) Business Days of receipt. The ~~Rule~~ 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the ~~Rule~~ 17g-5 Information Provider may remove it from the ~~Rue~~ 17g-5 Information Provider’s Website. The Certificate Administrator and the ~~Rule~~ 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to ~~Certificate Administrator’s Website or~~ the ~~Rule~~ 17g-5 Information Provider’s Website~~, as applicable~~. Access will be provided by the ~~Rule~~ 17g-5 Information Provider to ~~(i)~~ the Rating Agencies ~~upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof~~ and ~~(ii)~~ other NRSROs upon ~~registration at the Rule 17g-5 Information Provider’s Website as a user thereof and~~ receipt ~~by the Rule 17g-5 Information Provider~~ of an NRSRO Certification (which certification may be submitted electronically via ~~e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to~~ the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website). Questions regarding delivery of information to the ~~Rule~~ 17g-5 Information Provider may be directed to ▇-(▇▇▇-) ▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (~~specifically referencing “Benchmark 2025-V13” in the subject line) (~~or to such other telephone number or ~~e-mail~~ email address as the ~~Rule~~ 17g-5 Information Provider may designate). Upon request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information Provider electronically in accordance with this Section 5.7. In no event shall the 17g-5 Information Provider disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such additional information. The 17g-5 Information Provider shall provide a mechanism to ~~promptly~~ notify each ~~Person that has signed up for access~~ Rating Agency or other NRSRO each time the 17g-5 Information Provider posts an additional document to the 17g-5 Information Provider’s ~~Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto~~Website. ~~In connection with providing access~~ The 17g-5 Information Provider shall make available, only to the ~~Rule~~ Rating Agencies and other NRSROs, the Rating Agency Q&A Forum and Servicer Document Request Tool. The “Rating Agency Q&A Forum and Servicer Document Request Tool” shall be a service available on the 17g-5 Information Provider’s Website, where Rating Agencies and other NRSROs may (i) submit questions to the ~~Rule 17g-5 Information Provider may require registration~~ Certificate Administrator relating to the Distribution Date Statement, or submit questions to the Trust Advisor, the Master Servicer or the Special Servicer, as applicable, relating to the reports being made available pursuant to this Section 5.7, the Mortgage Loans, the A/B Whole Loans, Loan Pairs or the Mortgaged Properties (“Rating Agency Inquiries”), (ii) view Rating Agency Inquiries that have been previously submitted and answered, together with the ~~acceptance~~ answers thereto and (iii) submit requests for loan-level reports and information. Upon receipt of a ~~disclaimer. The Rule~~ Rating Agency Inquiry for the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer, the 17g-5 Information Provider shall ~~not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as~~ forward such Rating Agency Inquiry to the ~~accuracy~~ Certificate Administrator, the Trust Advisor, the Master Servicer or ~~completeness~~ the Special Servicer, as applicable, in each case within a commercially reasonable period following receipt thereof. Following receipt of a Rating Agency Inquiry, the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer, as applicable, unless it determines not to answer such ~~information being made available~~Rating Agency Inquiry as provided below, ~~and assumes no responsibility for such information~~shall reply to the Rating Agency Inquiry, which reply of the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer shall be by email to the 17g-5 Information Provider. The ~~Rule~~ 17g-5 Information Provider shall ~~not be liable for its failure to make~~ post (within a commercially reasonable period, and in any ~~information available~~ event within two (2) Business Days, following preparation or receipt of such answer, as the case may be) such Rating Agency Inquiry and the related answer (or reports, as applicable) to the 17g-5 Information Provider’s Website. Any report posted by the 17g-5 Information Provider in response to a request may be posted on a page accessible by a link on the 17g-5 Information Provider’s Website. If the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering any Rating ~~Agencies~~ Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or otthe applicable Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product or (iii)(A) answering any Rating Agency Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer, as applicable, and (B) the Certificate Administra

Appears in 2 contracts

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

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section ~~12.06~~ 11.06 of this Agreement or this Section ~~12.13~~ 11.13 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to the Rating Agencies’ surveillance of the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section ~~12.13(h~~11.13(h), whereupon the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website ~~on the same~~ within two (2) Business ~~Day~~ Days of receipt ~~of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m.~~ (or, if the responding party is the Rule 17g-5 Information Provider, ~~on the same~~ within two (2) Business ~~Day~~ Days of ~~preparation~~ preparation) of such ~~response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.)~~response, and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response~~. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing~~. (b) To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and shall provide such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section ~~12.13(h~~11.13(h), whereupon the Rule 17g-5 Information Provider shall upload such information or communication to the Rule 17g-5 Information Provider’s Website ~~on the same~~ within two (2) Business ~~Day~~ Days of receipt ~~of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m.~~ (or, if the applicable party is the Rule 17g-5 Information Provider, ~~on the same~~ within two (2) Business ~~Day~~ Days of ~~preparation~~ preparation) of such ~~response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.)~~written information or communication, and the Rule 17g-5 Information Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision; provided that the party sending any Rating Agency Confirmation request shall, promptly but no earlier than the second Business Day after it has provided such Rating Agency Confirmation request to the Rule 17g-5 Information Provider pursuant to the immediately preceding sentence of this Section 11.12(b), send such Rating Agency Confirmation request to the applicable Rating Agency in accordance with the delivery instructions set forth herein. (c) Notwithstanding the provisions of Section ~~12.13(a~~11.13(a) or Section ~~12.13(b~~11.13(b) of this Agreement, the Depositor may authorize, in its sole discretion, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian to provide information directly to, or communicate with, a Rating Agency (including, but not limited to, responses to inquiries from such Rating Agency). Any such authorization shall be ~~permitted~~ in writing (~~but are not required~~which writing may be electronic mail) ~~to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides~~ by a ~~written summary~~ Responsible Officer of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, ~~in its sole discretion, provides a written authorization (which may be by electronic email) from~~ and shall set forth the ~~Depositor to~~ procedures that the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to ~~orally communicate with~~ provide information directly to the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Exchange Act Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h). (d) Each of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~), joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section ~~12.06~~11.06, Section ~~12.13(a~~11.13(a), Section ~~12.13(b~~11.13(b), Section ~~12.13(c~~11.13(c), Section ~~12.13(g~~11.13(g) or Section ~~12.13(h~~11.13(h) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website. (f) None of the foregoing restrictions in this Section ~~12.13~~ 11.13 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; or (y) ~~the Master Servicer or the Special Servicer, as applicable, has in fact previously provided~~ such information has already been provided to the Rule 17g-5 Information Provider and ~~does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information~~ has been ~~posted~~ uploaded on to the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of Trust Certificates (and the party providing such information to a Rating Agency shall, upon written request, certify to the Depositor that it received the confirmation described in this clause (z))Website. (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section ~~12.13~~ 11.13 and Section ~~12.06~~ 11.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇r▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, specifically with a subject reference of “~~Benchmark 2025~~CGCMT 2012-~~V13~~GC8” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (iA) all items delivered to the Rule 17g-5 Information Provider pursuant to Section ~~12.06~~11.06; (iiB) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections ~~12.13(a), 12.13(b~~11.13(a) and ~~12.13(c~~(b); (iii) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (vC) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to ~~Certificate Administrator’s Website or~~ the Rule 17g-5 Information Provider’s Website~~, as applicable~~. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-(▇▇▇-) ▇▇▇-▇▇▇▇ and ▇r▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (~~specifically referencing “Benchmark 2025-V13” in the subject line) (~~or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate). The 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or otother NRSROs unless such information was delivered to the Rule 17g-5 Information Provider at the e-mail address set forth herein, with a subject heading of “CGCMT 2012-GC8” and sufficient detail to indicate that such information is required to be posted on the Rule 17g-5 Information Provider’s Website. In connection with notifying a Registered Rating Agency of any information posted to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider shall only be responsible for sending such notices to the electronic mail address of such Registered Rating Agency as provided by such Registered Rating Agency upon its registration as user of the Rule 17g-5 Information Provider’s Website or upon any subsequent update of such electronic mail address made by such Registered Rating Agency through the Rule 17g-5 Information Provider’s Website, and the Rule 17g-5 Information Provider shall not be responsible for sending any notices to any electronic mail address of any Registered Rating Agency that is not provided to the Rule 17g-5 Information in the manner described in this sentence. (i) In connection with the delivery by the Master Servicer to the Rule 17g-5 Information Provider of any information, report, notice or document for posting to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider shall notify the Master Servicer of when such information, report, notice or other document has been posted to the Rule 17g-5 Information Provider’s Website, and the Master Servicer may (but, except as contemplated by the proviso to the last sentence of Section 3.13(b), is not obligated to) send such information, report, notice or other document to the applicable Rating Agency promptly but no earlier than the second Business Day after it has provided such information, report, notice or other document to the Rule 17g-5 Information Provider.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2012-Gc8), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2012-Gc8)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 12.06 of this Agreement or this Section 12.13 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the Trust Certificates or the Trust Loans relevant to the Rating Agencies’ surveillance of the Trust Certificates or the Trust Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the Trust Certificates or the Trust Loans relevant to such Rating Agency’s surveillance of the Trust Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the Trust Certificates or the Trust Loans relevant to such Rating Agency’s surveillance of the Trust Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response~~. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing~~. (b) To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and shall provide such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall upload such information or communication to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. (c) Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h). (d) Each of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity), joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including such reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section 12.06, Section 12.13(a), Section 12.13(b), Section 12.13(c), Section 12.13(g) or Section 12.13(h) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website. (f) None of the foregoing restrictions in this Section 12.13 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the Trust Certificates or the Trust Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; (y) the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule 17g-5 Information Provider and does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has been posted to the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of Trust Certificates (and the party providing such information to a Rating Agency shall, upon written request, certify to the Depositor that it received the confirmation described in this clause (z)). (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at 1▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “~~Benchmark 2025~~BMO 2024-~~V13~~5C7” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (i) all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06; (ii) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b) and 12.13(c); (iii) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (v) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-(▇▇▇-) ▇▇▇-▇▇▇▇ ~~and~~ or 1▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (specifically referencing “~~Benchmark 2025~~BMO 2024-~~V13~~5C7” in the subject line) (or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate). Upon delivery by the Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information from the Depositor’s 17g-5 Website (the “Pre-Close Information”), the 17g-5 Information Provider shall make such information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant to this Section 12.13(h). Such information shall be provided to the 17g-5 Information Provider via electronic media and delivered to the 17g-5 Information Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to the Pre-Close Information or any other information on the 17g-5 Information Provider’s Website to any designee or third party. The 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or ot

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Benchmark 2024-V11 Mortgage Trust), Pooling and Servicing Agreement (BMO 2024-5c7 Mortgage Trust)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section ~~12.06 of this Agreement~~ 10.16 or this Section ~~12.13~~ 10.17 or otherwise in this Agreement or as required by law, none of the ~~Master~~ Servicer, the Special Servicer, the Certificate ~~Administrator, the Trustee, the Operating Advisor~~ Administrator or the ~~Custodian~~ Trustee shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the Trust ~~Loans~~ Loan relevant to the Rating Agencies’ surveillance of the ~~Trust~~ Certificates or the Trust ~~Loans~~Loan, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the Trust ~~Loans~~ Loan relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To The 17g-5 Information Provider shall make the ~~extent that a~~ “Rating Agency ~~makes~~ Q&A Forum and Servicer Document Request Tool” available to NRSROs via the 17g-5 Information Provider’s Website, where NRSROs may (i) submit inquiries to be forwarded to the Certificate Administrator relating to the Distribution Date Statement, (ii) submit inquiries to be forwarded to the Servicer or the Special Servicer, as applicable, relating to reports provided by such parties, the Whole Loan or the Property, (iii) submit requests to be forwarded to the Servicer for loan-level reports and other related information, and (iv) view previously submitted inquiries and related answers or reports, as the case may be. Upon receipt of an inquiry or ~~initiates communications with~~ request from an NRSRO for the ~~Master Servicer, the Special Servicer~~Trustee, the Certificate Administrator, the ~~Trustee~~Servicer or the Special Servicer, the Operating Advisor or the Custodian regarding the Trust Certificates or the Trust Loans relevant to such Rating Agency’s surveillance of the Trust Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall ~~post~~ be required to forward such ~~written response~~ inquiry or request to the ~~Rule 17g-5 Information Provider’s Website on~~ appropriate person or entity at the ~~same Business Day~~ Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, in each case via email within a reasonable period of time following receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation inquiry or request. Following receipt of such ~~response if prepared by 2:00 p.m. or~~an inquiry, ~~if prepared after 2:00 p.m.~~the Trustee, on the ~~next Business Day by 12:00 p.m.)~~Certificate Administrator, the Servicer or the Special Servicer, as applicable, shall be required to answer each inquiry, unless it determines that (a) answering the inquiry would be in violation of applicable law, the Accepted Servicing Practices, this Agreement, or the applicable loan documents, (b) answering the inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product, or (c) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, such party, and the ~~Rule~~ performance of such additional duty or the payment of such additional cost or expense is beyond the scope of its duties under this Agreement. In the event any of the Trustee, the Certificate Administrator, the Servicer or the Special Servicer declines to answer an inquiry, it shall promptly email the 17g-5 Information Provider ~~shall~~with the basis of such declination. The 17g-5 Information Provider shall be required to post the inquiries and the related responses (or reports, as applicable) on the Rating Agency Q&A Forum and Servicer Document Request Tool promptly ~~after such response has been posted to~~ upon receipt, or in the ~~Rule~~ event that an inquiry is unanswered, the inquiry and the basis for which it was unanswered. The Rating Agency Q&A Forum and Servicer Document Request Tool may not reflect questions, answers, or other communications which are not submitted through the 17g-5 Information Provider’s Website. The party responding to an inquiry shall be required to ensure that the response does not identify the NRSRO in any manner, ~~notify, or cause~~ including in file names and in the ~~notification of, each Registered Rating Agency by electronic mail~~ content of the ~~posting of such~~ response. Any ~~communications from~~ reports posted by the 17g-5 Information Provider in response to an inquiry may be posted on a page accessible by a link on the 17g-5 Information Provider’s Website. Answers and information posted on the Rating Agency Q&A Forum and Servicer Document Request Tool shall be attributable only to the ~~Master Servicer~~respondent, ~~including~~ and shall not be deemed to be answers from any ~~specific requests from a Rating Agency~~other person. No such other person shall have any responsibility or liability for, and shall not be ~~in writing.~~deemed to have knowledge of, the content of any such information.. (b) To the extent that any of the ~~Master~~ Servicer, the Special Servicer, the Certificate ~~Administrator, the Trustee, the Operating Advisor~~ Administrator or the ~~Custodian~~ Trustee is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the ~~Master~~ Servicer, the Special Servicer, the Certificate ~~Administrator,~~ Administrator or the Trustee~~, the Operating Advisor or the Custodian~~, as applicable, shall ~~do so in writing and shall~~ provide ~~such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall upload~~ such information or communication to the ~~Rule~~ 17g-5 Information Provider by e-mail, which the 17g-5 Information Provider shall upload to the 17g-5 Information Provider’s ~~Website~~ Website. Information shall be posted on the same Business Day of receipt of provided that such ~~response if~~ information is received by 2:00 p.m. (New York time) or, if received after 2:00 ~~p.m.~~p.m. (New York time), on the next Business Day by 12:00 p.m. (or, if the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.New York time), and the Rule 17g-5 Information Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. The 17g-5 Information Provider shall notify each of the Servicer, the Special Servicer, the Trustee and the Certificate Administrator in writing of any change in the identity or contact information of the 17g-5 Information Provider. (c) Notwithstanding the provisions of Section ~~12.13(a~~10.17(a) or Section ~~12.13(b) of this Agreement~~10.17(b), the Depositor may authorize, in its sole discretion, any of the ~~Master~~ Servicer, the Special Servicer, the Certificate ~~Administrator, the Trustee, the Operating Advisor~~ Administrator or the ~~Custodian shall be permitted (but are not required)~~ Trustee to ~~orally~~ provide information directly to, or communicate ~~with the Rating Agencies in accordance with their respective obligations under this Agreement~~with, ~~under the following circumstances: (i) such party provides~~ a written summary of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, ~~providing~~ responses to inquiries from such Rating Agency)~~; provided, that any~~ . Any such authorization shall be in writing (which writing may be electronic mail) by a Responsible Officer of the Depositor, and shall set forth the procedures that ~~such party~~ the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, shall follow if it elects (in its sole discretion) to ~~orally communicate with~~ provide information directly to the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow ~~compliance~~ the Depositor to comply with Exchange Act Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h). (d) Each of the ~~Rule 17g-5 Information Provider, the Master~~ Servicer, the Special Servicer, the ~~Certificate Administrator~~Operating Advisor, the ~~Trustee, the Operating Advisor~~ Certificate Administrator and the ~~Custodian~~ Trustee (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~), joint or several, to which any such Indemnified Party may become subject, under the Securities Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section ~~12.06,~~ 10.16 or Section ~~12.13(a~~10.17(a), ~~Section 12.13(b~~(b), ~~Section 12.13(c~~and (c), ~~Section 12.13(g) or Section 12.13(h) of this Agreement~~ as applicable, or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the ~~Master~~ Servicer, the Special Servicer~~, the Certificate Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider)~~, the Trustee, the Operating Advisor or the ~~Custodian~~ Certificate Administrator shall have any liability for (i) the ~~Rule~~ 17g-5 Information Provider’s failure to post on the 17g-5 Information Provider’s Website information provided by the ~~Master~~ Servicer, the Special Servicer~~, the Certificate Administrator~~, the Trustee, the Operating Advisor or the ~~Custodian~~ Certificate Administrator in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the ~~Rule~~ 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the ~~Rule~~ 17g-5 Information Provider posts the related information or communication if the ~~Rule~~ 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the ~~Rule~~ 17g-5 Information Provider’s Website. (f) None of the foregoing restrictions in this Section ~~12.13~~ 10.17 prohibit or restrict oral or written communications, or providing information, between the ~~Master~~ Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the ~~Master~~ Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the ~~Master~~ Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the ~~Master~~ Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the ~~Master~~ Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the Trust ~~Loans~~ Loan to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; (y) ~~the Master Servicer or the Special Servicer, as applicable, has in fact previously provided~~ such information has already been provided to the ~~Rule~~ 17g-5 Information Provider and ~~does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information~~ has been ~~posted~~ uploaded on to the ~~Rule~~ 17g-5 Information Provider’s Website ~~and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information to the Rule 17g-5 Information Provider;~~ or (z) such Rating Agency has confirmed in writing to the ~~Master~~ Servicer or and the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of ~~Trust~~ Certificates (and the party providing such information to a Rating Agency shall, upon ~~written~~ request, certify to the Depositor that it received the confirmation described in this clause (z)). (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to ; provided, however, that the Rating Agencies ~~and other NRSROs,~~ may use information delivered in reliance on the ~~following items,~~ certification provided in this clause (z) for any purpose to the extent ~~such items are delivered to~~ it ~~in an electronic document format suitable for website posting~~ is publicly available (~~and~~ unless the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, specifically with availability results from a ~~subject reference~~ breach of “Benchmark 2025-V13” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto this Agreement or any other ~~delivery method established~~ confidentiality agreement to which such Rating Agency is subject) or ~~approved~~ comprised of information collected by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (i) all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06; (ii) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b) and 12.13(c); (iii) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (v) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on applicable Rating Agency from the 17g-5 Information Provider’s Website on (or another 17g-5 information provider’s website that such Rating Agency has access to) (in each case, subject to any agreement governing the ~~same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting~~ use of such ~~item to the 17g-5 Information Provider’s Website~~information, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any ~~Rating Agency) requests access to~~ engagement letter with the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, Depositor or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (specifically referencing “Benchmark 2025-V13” in the subject line) (or to such any other ~~telephone number or e-mail address as the Rule 17g-5 Information Provider may designate~~applicable depositor). The 17g-5 Information Provider shall ~~provide a mechanism to promptly notify each Person that has signed up for access to~~ maintain the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with ~~the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The~~ Exchange Act Rule ~~17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or ot~~17g-5(a)(3)(iii).

Appears in 2 contracts

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

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise expressly and specifically provided ~~in Section 12.06 of this Agreement or this Section 12.13 or otherwise~~ in this Agreement or as required by law, none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the ~~Trustee~~Trust Advisor, the ~~Operating Advisor~~ Certificate Registrar, the Trustee or the Custodian shall provide any information relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage Loans directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust Loans relevant to the Rating Agencies’ surveillance of the Trust Certificates or the Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with ~~the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian~~ any such party regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and ~~shall be provided~~ delivered to the ~~Rule~~ 17g-5 Information Provider electronically as provided in Section ~~12.13(h~~5.7(g), ~~whereupon~~ which written response the ~~Rule~~ 17g-5 Information Provider shall post ~~such written response~~ to the ~~Rule~~ 17g-5 Information Provider’s Website on within two (2) Business Days of receipt, after the ~~same Business Day~~ end of ~~receipt of~~ which time period such responding party may provide such response ~~if received by 2:00 p.m. or, if received after 2:00 p.m., on~~ to such Rating Agency in accordance with the ~~next Business Day by 12:00 p.m. (or, if~~ delivery instructions set forth herein; provided that the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), foregoing shall not apply to Inquiries and ~~the Rule 17g-5 Information Provider shall, promptly after such response has been posted~~ responses thereto submitted and answered pursuant to the ~~Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered~~ “Rating Agency ~~by electronic mail of the posting of such response. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing~~Q&A Forum and Document Request Tool”. (b) To the extent that any ~~of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian~~ party to this Agreement is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this ~~Agreement~~Agreement or applicable law, ~~the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and~~ such party shall provide such ~~written~~ information or communication to the ~~Rule~~ 17g-5 Information Provider electronically as provided in Section ~~12.13(h~~5.7(g), ~~whereupon~~ and the ~~Rule~~ 17g-5 Information Provider shall upload such information or communication to the ~~Rule~~ 17g-5 Information Provider’s Website on within two (2) Business Days of receipt, after the ~~same Business Day~~ end of ~~receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m.~~ which time period (or, if earlier, after receipt of notification from the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider ~~shall, promptly after~~ that such ~~written~~ information ~~or communication~~ has been ~~uploaded~~ posted to the ~~Rule~~ 17g-5 Information Provider’s Website~~, notify, or cause~~ ) the ~~notification of, each Registered~~ applicable party may send such information to such Rating Agency ~~by electronic mail of~~ in accordance with the ~~posting of such written information or communication~~delivery instructions set forth herein. The foregoing shall include any Rating Agency ~~Confirmation request made~~ Communication provided pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. (c) Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall ~~post~~ notify each other party to this Agreement in writing of any ~~summary, communication~~ change in the identity or ~~other~~ contact information ~~provided to it in accordance with this paragraph on~~ of the 17g-5 Information Provider~~’s Website~~ . Any Rating Agency Confirmation request shall be made in accordance with ~~the procedures set forth in~~ Section ~~12.13(h)~~1.7. (dc) Each ~~of the Rule~~ 17g-5 ~~Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “~~Indemnifying ~~Party”)~~ Party hereby expressly agrees to indemnify and hold harmless the ~~Depositor~~ Depositor, the Sellers, the Underwriters, the Initial Purchasers and ~~its~~ their respective ~~officers~~Affiliates, directors, ~~shareholders~~officers, employees, members, ~~managers, employees,~~ managers and agents~~, Affiliates and controlling persons~~, and the Trust ~~Fund~~ (each, an for purposes of this Section 5.7(c), a “17g-5 Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~)~~, joint or several~~, to which any such 17g-5 Indemnified Party may become subject, under the Securities Act, the Exchange ~~Act~~ Act, by contract or otherwise~~, pursuant to a third-party claim~~, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such 17g-5 Indemnifying Party’s breach of Section ~~12.06, Section 12.13(a~~5.7(a), Section ~~12.13(b~~5.7(b), Section ~~12.13(c), Section 12.13(g~~5.7(f) or Section ~~12.13(h~~1.7 (it being acknowledged that Section 5.7(f) and Section 1.7 do not apply to the Trust Advisor) or any other provision of this Agreement relating to the delivery of any information or communication for posting on, or the posting of any information or communication to, the 17g-5 Information Provider’s Website, or (ii) if the 17g-5 Indemnifying Party is the 17g-5 Information Provider, any negligence, willful misconduct or bad faith on its part in connection with establishing, posting information and communications to, granting access to, and otherwise performing its obligations and duties hereunder with respect to, the 17g-5 Information Provider’s Website, or (iii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by by, or any negligence, willful misconduct or bad faith referred to in clause (ii) above on the part of, the applicable 17g-5 Indemnifying Party, and will reimburse such 17g-5 Indemnified Party for any legal or other expenses reasonably incurred by such 17g-5 Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (ed) None of the Depositor, the Sellers, the Master Servicer, the Special Servicer, the ~~Certificate Administrator (unless~~ Trust Advisor, the Certificate ~~Administrator is acting in the capacity of the Rule 17g-5 Information Provider)~~Registrar, the Trustee, the ~~Operating Advisor~~ Certificate Administrator (if it is not also the 17g-5 Information Provider) or the Custodian shall have any liability for (i) the ~~Rule~~ 17g-5 Information Provider’s failure to post information provided by the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate ~~Administrator~~Registrar, the Trustee, the ~~Operating Advisor~~ Certificate Administrator (if it is not also the 17g-5 Information Provider) or the Custodian in accordance with the terms of this Agreement, or (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website. (fe) None of the foregoing restrictions in this Section ~~12.13~~ 5.7 prohibit or restrict oral or written communications, or providing information, between the Master Servicer, the Special Servicer or the ~~Special Servicer~~Trust Advisor, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer, the Special Servicer or the ~~Special Servicer~~Trust Advisor, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary ~~servicer~~ servicer, or the Trust Advisor as an operating advisor or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general, or the Trust Advisor’s operations in general; ~~provided, however,~~ provided that the Master Servicer, the Special Servicer or the ~~Special Servicer~~Trust Advisor, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency ~~unless: (x)~~ unless borrower, property or deal specific identifiers are redacted; . (yf) ~~the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule~~ The 17g-5 Information Provider shall, at all times that any Certificates are outstanding and ~~does not provide such information to such~~ rated by a Rating ~~Agency until~~ Agency, maintain the ~~earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has been posted to the Rule~~ 17g-5 Information Provider’s ~~Website~~ Website, and ~~(ii) after 12:00 p.m. on the first Business Day following the date it has provided such information~~ grant access thereto to the ~~Rule 17g-5 Information Provider; or (z) such~~ Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of Trust Certificates (Agencies and the ~~party providing such information to a Rating Agency shall~~other NRSROs, ~~upon written request, certify to the Depositor that it received the confirmation described~~ in accordance with this ~~clause (z))~~Agreement. (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the ~~Rule~~ 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other ~~NRSROs,~~ NRSROs the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the ~~Rule~~ 17g-5 Information Provider agree to do ~~so in such format~~so) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “~~Benchmark 2025~~MSBAM 2014-~~V13~~C15” and an identification of the type of information being provided in the body of such electronic ~~mail (~~mail; or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the ~~Rule~~ 17g-5 Information Provider if or as may be necessary or beneficial):: (i) any and all ~~items~~ Officer’s Certificates and other evidence delivered to the ~~Rule~~ 17g-5 Information Provider ~~pursuant~~ to ~~Section 12.06~~support the Master Servicer’s, the Trustee’s or the Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance and notices of a determination to reimburse Nonrecoverable Advances from sources other than principal collections; (ii) ~~all information and communications~~ any Final Asset Status Report delivered to by the ~~Rule 17g-5 Information Provider~~ Special Servicer pursuant to ~~Sections 12.13(a), 12.13(b) and 12.13(c~~Section 9.32(h); (iii) any ~~Form ABS Due Diligence-15E~~ Third Party Reports delivered to the ~~Rule~~ 17g-5 Information Provider; (iv) all of the annual compliance statements and annual assessments as to compliance delivered to the 17g-5 Information Provider since the Closing Date pursuant to Section 13.9 and Section 13.10, respectively; (v) all of the annual independent public accountants’ servicing reports caused to be delivered to the 17g-5 Information Provider since the Closing Date pursuant to Section 13.11; (vi) copies of any Rating Agency Communications that are delivered to the 17g-5 Information Provider; (vii) copies of any questions or requests submitted by the Rating Agencies directed toward the Master Servicer, Special Servicer, Trust Advisor, Custodian, Certificate Administrator or Trustee, and the responses thereto; (viii) all notices of termination, resignation or assignment of rights and duties of the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator or the Trustee) received by the 17g-5 Information Provider; (ix) all notices of the occurrence of a Servicer Termination Event, in the case of the Master Servicer, events described in Section 9.30(b), in the case of the Special Servicer, or events described in Section 10.12, in the case of the Trust Advisor, received by the 17g-5 Information Provider; (x) all notices of merger or consolidation of the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian or the Trustee) received by the 17g-5 Information Provider; (xi) any Trust Advisor Annual Reports received by the 17g-5 Information Provider; (xii) any notice of any amendment of this Agreement pursuant to Section 14.3; (xiii) any notice or other information provided to any Rating Agency pursuant to Section 1.7; (xiv) any Initial Certification, Final Certification and updated schedule of exceptions received by the 17g-5 Information Provider pursuant to Section ~~12.13(l) or by the Depositor~~2.2; (ivxv) notice of any Material Breach or Material Document Defect, and notice of any repurchase or replacement of a Mortgage Loan in connection therewith, received by the 17g-5 Information Provider pursuant to Section 2.3; (xvi) any ~~transaction documents, closing documents and opinions relating to this transaction~~ requests for a Rating Agency Confirmation that are delivered to the ~~Rule~~ 17g-5 Information Provider ~~by the Depositor; and~~pursuant to Section 1.7; (vxvii) any other information delivered to the ~~Rule~~ 17g-5 Information Provider pursuant to this Agreement, including pursuant to Section 5.7(a) and Section 5.7(b); and (xviii) the Rating Agency Q&A Forum and Document Request Tool. The ~~17g-5 Information Provider~~ foregoing information shall ~~post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received~~ be made available by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider ~~for posting~~ on the 17g-5 Information Provider’s Website, a link to which shall be provided on NetRoadshow’s website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other website as MSMCH may notify the parties hereto in ~~each case by electronic mail, of the posting of such item on~~ writing. Information will be posted to the 17g-5 Information Provider’s ~~Website~~Website within two (2) Business Days of receipt. The ~~Rule~~ 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the ~~Rule~~ 17g-5 Information Provider may remove it from the ~~Rue~~ 17g-5 Information Provider’s Website. The Certificate Administrator and the ~~Rule~~ 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to ~~Certificate Administrator’s Website or~~ the ~~Rule~~ 17g-5 Information Provider’s Website~~, as applicable~~. Access will be provided by the ~~Rule~~ 17g-5 Information Provider to ~~(i)~~ the Rating Agencies ~~upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof~~ and ~~(ii)~~ other NRSROs upon ~~registration at the Rule 17g-5 Information Provider’s Website as a user thereof and~~ receipt ~~by the Rule 17g-5 Information Provider~~ of an NRSRO Certification (which certification may be submitted electronically via ~~e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to~~ the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website). Questions regarding delivery of information to the ~~Rule~~ 17g-5 Information Provider may be directed to ▇-(▇▇▇-) ▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (~~specifically referencing “Benchmark 2025-V13” in the subject line) (~~or to such other telephone number or ~~e-mail~~ email address as the ~~Rule~~ 17g-5 Information Provider may designate). Upon request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information Provider electronically in accordance with this Section 5.7. In no event shall the 17g-5 Information Provider disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such additional information. The 17g-5 Information Provider shall provide a mechanism to ~~promptly~~ notify each ~~Person that has signed up for access~~ Rating Agency or other NRSRO each time the 17g-5 Information Provider posts an additional document to the 17g-5 Information Provider’s ~~Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto~~Website. ~~In connection with providing access~~ The 17g-5 Information Provider shall make available, only to the ~~Rule~~ Rating Agencies and other NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information Provider’s Website, where Rating Agencies and other NRSROs may (i) submit questions to the ~~Rule 17g-5 Information Provider may require registration~~ Certificate Administrator relating to the Distribution Date Statement, or submit questions to the Trust Advisor, the Master Servicer or the Special Servicer, as applicable, relating to the reports being made available pursuant to this Section 5.7, the Mortgage Loans, the A/B Whole Loans, Loan Pairs or the Mortgaged Properties (“Rating Agency Inquiries”), (ii) view Rating Agency Inquiries that have been previously submitted and answered, together with the ~~acceptance~~ answers thereto and (iii) submit requests for loan-level reports and information. Upon receipt of a ~~disclaimer. The Rule~~ Rating Agency Inquiry for the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer, the 17g-5 Information Provider shall ~~not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as~~ forward such Rating Agency Inquiry to the ~~accuracy~~ Certificate Administrator, the Trust Advisor, the Master Servicer or ~~completeness~~ the Special Servicer, as applicable, in each case within a commercially reasonable period following receipt thereof. Following receipt of a Rating Agency Inquiry, the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer, as applicable, unless it determines not to answer such ~~information being made available~~Rating Agency Inquiry as provided below, ~~and assumes no responsibility for such information~~shall reply to the Rating Agency Inquiry, which reply of the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer shall be by email to the 17g-5 Information Provider. The ~~Rule~~ 17g-5 Information Provider shall ~~not be liable for its failure to make~~ post (within a commercially reasonable period, and in any ~~information available~~ event within two (2) Business Days, following preparation or receipt of such answer, as the case may be) such Rating Agency Inquiry and the related answer (or reports, as applicable) to the 17g-5 Information Provider’s Website. Any report posted by the 17g-5 Information Provider in response to a request may be posted on a page accessible by a link on the 17g-5 Information Provider’s Website. If the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering any Rating ~~Agencies~~ Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or otthe applicable Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product or (iii)

Appears in 2 contracts

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

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section ~~12.06~~ 11.06 of this Agreement or this Section ~~12.13~~ 11.13 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to the Rating Agencies’ surveillance of the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the ~~Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider~~ Depositor who shall post such written response to the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website ~~on the same~~ within five (5) Business ~~Day~~ Days of receipt of such ~~response if received by 2:00 p.m. or~~response, ~~if received~~ and after ~~2:00 p.m., on the next Business Day by 12:00 p.m. (or, if~~ the responding party is receives written notification from the ~~Rule 17g-5 Information Provider, on~~ Depositor (which may be in the ~~same Business Day~~ form of ~~preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after~~ e-mail) that such response has been posted to on the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website, ~~notify~~such responding party may, ~~or cause the notification of~~but is not obligated to, ~~each Registered Rating Agency by electronic mail of the posting of~~ provide such ~~response. Any communications from a Rating Agency~~ response to ~~the Master Servicer, including any specific requests from a~~ such Rating Agency~~, shall be in writing~~. (b) To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall ~~do so in writing and shall~~ provide ~~such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall upload~~ such information or communication to an Authorized Representative of the ~~Rule~~ Depositor by e-mail, which the Depositor shall upload to the Depositor’s 17g-5 ~~Information Provider’s~~ Website ~~on the same~~ within five (5) Business ~~Day of receipt of such response if received by 2:00 p.m. or~~Days, ~~if received~~ and after ~~2:00 p.m., on the next Business Day by 12:00 p.m. (or, if~~ the applicable party is has received written notification from the ~~Rule 17g-5 Information Provider, on~~ Depositor (which may be in the ~~same Business Day~~ form of ~~preparation of~~ e-mail) that such ~~response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such written~~ information ~~or communication~~ has been uploaded to the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website, ~~notify, or cause~~ the ~~notification of, each Registered~~ applicable party shall send such information to such Rating Agency ~~by electronic mail of~~ in accordance with the ~~posting of such written information or communication~~delivery instructions set forth herein. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. The Depositor shall notify each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian in writing of any change in the identity or contact information of an Authorized Representative. (c) Notwithstanding the provisions of Section ~~12.13(a~~11.13(a) or Section ~~12.13(b~~11.13(b) of this Agreement, the Depositor may authorize, in its sole discretion, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian to provide information directly to, or communicate with, a Rating Agency (including, but not limited to, responses to inquiries from such Rating Agency). Any such authorization shall be ~~permitted~~ in writing (~~but are not required~~which writing may be electronic mail) ~~to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides~~ by a ~~written summary~~ Responsible Officer of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, ~~in its sole discretion, provides a written authorization (which may be by electronic email) from~~ and shall set forth the ~~Depositor to~~ procedures that the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to ~~orally communicate with~~ provide information directly to the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow ~~compliance~~ the Depositor to comply with Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h). (d) Each of ~~the Rule 17g-5 Information Provider,~~ the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~), joint or several, to which any such Indemnified Party may become subject, under the Securities Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section ~~12.06~~11.06, Section ~~12.13(a~~11.13(a), Section ~~12.13(b), Section 12.13(c), Section 12.13(g~~11.13(b) or Section ~~12.13(h~~11.13(c) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to ~~Exchange Act~~ Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the Master Servicer, the Special Servicer, the Certificate ~~Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider)~~Administrator, the Trustee, the Operating Advisor or the Custodian shall have any liability for (i) the ~~Rule 17g-5 Information Provider~~Depositor’s failure to post information provided by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the ~~Rule 17g-5 Information Provider~~ Depositor posts the related information or communication if the ~~Rule 17g-5 Information Provider~~ Depositor fails to notify such party that it has posted such information or communication on the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website. (f) None of the foregoing restrictions in this Section ~~12.13~~ 11.13 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; or (y) the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule 17g-5 Information Provider and does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has already been ~~posted to the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has~~ provided such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of Trust Certificates (and the party providing such information to a Rating Agency shall, upon written request, certify to the Depositor ~~that it received~~ and has been uploaded on to the ~~confirmation described in this clause (z))~~Depositor’s 17g-5 Website. (g) The ~~Rule 17g-5 Information Provider~~ Depositor shall ~~establish and~~ maintain the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s Website in the form of a password-protected Internet~~ Website in accordance with ~~this Section 12.13 and Section 12.06 of this Agreement~~Rule 17g-5(a)(3)(iii). (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, specifically with a subject reference of “Benchmark 2025-V13” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (i) all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06; (ii) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b) and 12.13(c); (iii) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (v) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (specifically referencing “Benchmark 2025-V13” in the subject line) (or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate). The 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or ot

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2013-Gcj12), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2013-Gcj12)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 12.06 of this Agreement or this Section 12.13 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to the Rating Agencies’ surveillance of the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response~~. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing~~. (b) To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and shall provide such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall upload such information or communication to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. (c) Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h). (d) Each of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity), joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including such reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section 12.06, Section 12.13(a), Section 12.13(b), Section 12.13(c), Section 12.13(g) or Section 12.13(h) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website. (f) None of the foregoing restrictions in this Section 12.13 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; (y) the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule 17g-5 Information Provider and does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has been posted to the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of ~~Trust~~ Certificates (and the party providing such information to a Rating Agency shall, upon written request, certify to the Depositor that it received the confirmation described in this clause (z)). (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ~~▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇~~17g5informationprovider@computershare.com, specifically with a subject reference of “~~Benchmark 2025~~BMO 2023-~~V13~~C5” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (i) all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06; (ii) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b) and 12.13(c); (iii) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (v) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇(866) 846-~~▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇~~ 4526 or 17g5informationprovider@computershare.com (specifically referencing “~~Benchmark 2025~~BMO 2023-~~V13~~C5” in the subject line) (or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate). Upon delivery by the Depositor to the 17g 5 Information Provider of information designated by the Depositor as pre-closing information from the Depositor’s 17g 5 Website (the “Pre-Close Information”), the 17g 5 Information Provider shall make such information available only to the Depositor and to NRSROs via the 17g 5 Information Provider’s Website pursuant to this Section 12.13(h). Such information shall be provided to the 17g 5 Information Provider via electronic media and delivered to the 17g 5 Information Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g 5 Information Provider to provide access to the Pre-Close Information or any other information on the 17g 5 Information Provider’s Website to any designee or third party. The 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or otwi

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (BMO 2023-C6 Mortgage Trust), Pooling and Servicing Agreement (BBCMS 2023-C20)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section ~~12.06~~ 11.06 of this Agreement or this Section ~~12.13~~ 11.13 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to the Rating Agencies’ surveillance of the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section ~~12.13(h~~11.13(h), whereupon the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website ~~on the same~~ within two (2) Business ~~Day~~ Days of receipt ~~of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m.~~ (or, if the responding party is the Rule 17g-5 Information Provider, ~~on the same~~ within two (2) Business ~~Day~~ Days of ~~preparation~~ preparation) of such ~~response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.)~~response, and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response~~. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing~~. (b) To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and shall provide such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section ~~12.13(h~~11.13(h), whereupon the Rule 17g-5 Information Provider shall upload such information or communication to the Rule 17g-5 Information Provider’s Website ~~on the same~~ within two (2) Business ~~Day~~ Days of receipt ~~of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m.~~ (or, if the applicable party is the Rule 17g-5 Information Provider, ~~on the same~~ within two (2) Business ~~Day~~ Days of ~~preparation~~ preparation) of such ~~response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.)~~written information or communication, and the Rule 17g-5 Information Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. (c) Notwithstanding the provisions of Section ~~12.13(a~~11.13(a) or Section ~~12.13(b) of~~ 11.13(b)of this Agreement, the Depositor may authorize, in its sole discretion, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian to provide information directly to, or communicate with, a Rating Agency (including, but not limited to, responses to inquiries from such Rating Agency). Any such authorization shall be ~~permitted~~ in writing (~~but are not required~~which writing may be electronic mail) ~~to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides~~ by a ~~written summary~~ Responsible Officer of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, ~~in its sole discretion, provides a written authorization (which may be by electronic email) from~~ and shall set forth the ~~Depositor to~~ procedures that the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to ~~orally communicate with~~ provide information directly to the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h). (d) Each of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~), joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section ~~12.06~~11.06, Section ~~12.13(a~~11.13(a), Section ~~12.13(b~~11.13(b), Section ~~12.13(c~~11.13(c), Section ~~12.13(g~~11.13(g) or Section ~~12.13(h~~11.13(h) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website. (f) None of the foregoing restrictions in this Section ~~12.13~~ 11.13 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; or (y) ~~the Master Servicer or the Special Servicer, as applicable, has in fact previously provided~~ such information has already been provided to the Rule 17g-5 Information Provider and ~~does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information~~ has been ~~posted~~ uploaded on to the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of Trust Certificates (and the party providing such information to a Rating Agency shall, upon written request, certify to the Depositor that it received the confirmation described in this clause (z))Website. (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section ~~12.13~~ 11.13 and Section ~~12.06~~ 11.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇r▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, specifically with a subject reference of “~~Benchmark 2025~~CGCMT 2015-~~V13~~GC27” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (iA) all items delivered to the Rule 17g-5 Information Provider pursuant to Section ~~12.06~~11.06; (iiB) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to ~~Sections 12.13(a), 12.13(b~~Section 11.13(a) and ~~12.13(c~~(b); (iii) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (vC) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to ~~Certificate Administrator’s Website or~~ the Rule 17g-5 Information Provider’s Website~~, as applicable~~. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-(▇▇▇-) ▇▇▇-▇▇▇▇ and ▇r▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (~~specifically referencing “Benchmark 2025-V13” in the subject line) (~~or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate). The 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or otother NRSROs unless such information was delivered to the Rule 17g-5 Information Provider at the e-mail address set forth herein (or by any other form of electronic delivery reasonably acceptable to Rule 17g-5 Information Provider pursuant to the terms of this Agreement), with a subject heading of “CGCMT 2015-GC27” and sufficient detail to indicate that such information is required to be posted on the Rule 17g-5 Information Provider’s Website. In connection with notifying a Registered Rating Agency of any information posted to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider shall only be responsible for sending such notices to the electronic mail address of such Registered Rating Agency as provided by such Registered Rating Agency upon its registration as user of the Rule 17g-5 Information Provider’s Website or upon any subsequent update of such electronic mail address made by such Registered Rating Agency through the Rule 17g-5 Information Provider’s Website, and the Rule 17g-5 Information Provider shall not be responsible for sending any notices to any electronic mail address of any Registered Rating Agency that is not provided to the Rule 17g-5 Information in the manner described in this sentence. (i) In connection with the delivery by the Master Servicer to the Rule 17g-5 Information Provider of any information, report, notice or document for posting to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider shall notify the Master Servicer of when such information, report, notice or other document has been posted to the Rule 17g-5 Information Provider’s Website, and the Master Servicer may (but is not obligated to) send such information, report, notice or other document to the applicable Rating Agency promptly following the earlier of (a) receipt of notification from the Rule 17g-5 Information Provider that such information, report, notice or other document has been posted to the Rule 17g-5 Information Provider’s Website and (b) the second Business Day after it has provided such information, report, notice or other document to the Rule 17g-5 Information Provider.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C27), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc27)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise expressly and specifically provided ~~in Section 12.06 of this Agreement or this Section 12.13 or otherwise~~ in this Agreement or as required by law, none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the ~~Trustee~~Trust Advisor, the ~~Operating Advisor~~ Certificate Registrar, the Trustee or the Custodian shall provide any information relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage Loans directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust Loans relevant to the Rating Agencies’ surveillance of the Trust Certificates or the Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with ~~the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian~~ any such party regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and ~~shall be provided~~ delivered to the ~~Rule~~ 17g-5 Information Provider electronically as provided in Section ~~12.13(h~~5.7(g), ~~whereupon~~ which written response the ~~Rule~~ 17g-5 Information Provider shall post ~~such written response~~ to the ~~Rule~~ 17g-5 Information Provider’s Website on within two (2) Business Days of receipt, after the ~~same Business Day~~ end of ~~receipt of~~ which time period such responding party may provide such response ~~if received by 2:00 p.m. or, if received after 2:00 p.m., on~~ to such Rating Agency in accordance with the ~~next Business Day by 12:00 p.m. (or, if~~ delivery instructions set forth herein; provided that the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), foregoing shall not apply to Inquiries and ~~the Rule 17g-5 Information Provider shall, promptly after such response has been posted~~ responses thereto submitted and answered pursuant to the ~~Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered~~ “Rating Agency ~~by electronic mail of the posting of such response. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing~~Q&A Forum and Servicer Document Request Tool”. (b) To the extent that any ~~of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian~~ party to this Agreement is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this ~~Agreement~~Agreement or applicable law, ~~the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and~~ such party shall provide such ~~written~~ information or communication to the ~~Rule~~ 17g-5 Information Provider electronically as provided in Section ~~12.13(h~~5.7(g), ~~whereupon~~ and the ~~Rule~~ 17g-5 Information Provider shall upload such information or communication to the ~~Rule~~ 17g-5 Information Provider’s Website on within two (2) Business Days of receipt, after the ~~same Business Day~~ end of ~~receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if~~ which time period the applicable party ~~is the Rule 17g-5 Information Provider, on the same Business Day of preparation of~~ may send such ~~response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after~~ information to such ~~written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered~~ Rating Agency ~~by electronic mail of~~ in accordance with the ~~posting of such written information or communication~~delivery instructions set forth herein. The foregoing shall include any Rating Agency ~~Confirmation request made~~ Communication provided pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. (c) Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall ~~post~~ notify each other party to this Agreement in writing of any ~~summary, communication~~ change in the identity or ~~other~~ contact information ~~provided to it in accordance with this paragraph on~~ of the 17g-5 Information Provider~~’s Website~~ . Any Rating Agency Confirmation request shall be made in accordance with ~~the procedures set forth in~~ Section ~~12.13(h~~14.10(b). (dc) Each ~~of the Rule~~ 17g-5 ~~Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “~~Indemnifying ~~Party”)~~ Party hereby expressly agrees to indemnify and hold harmless the ~~Depositor~~ Depositor, the Sellers, the Underwriters, the Initial Purchasers and ~~its~~ their respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust ~~Fund~~ (each, an for purposes of this Section 5.7(c), a “17g-5 Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~)~~, joint or several~~, to which any such 17g-5 Indemnified Party may become subject, under the Securities Act, the Exchange ~~Act~~ Act, by contract or otherwise~~, pursuant to a third-party claim~~, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such 17g-5 Indemnifying Party’s breach of Section ~~12.06, Section 12.13(a~~5.7(a), Section ~~12.13(b~~5.7(b), Section ~~12.13(c), Section 12.13(g~~5.7(f) or Section ~~12.13(h~~14.10 (it being acknowledged that Section 5.7(f) and Section 14.10 do not apply to the Trust Advisor) or any other provision of this Agreement relating to the delivery of any information or communication for posting on, or the posting of any information or communication to, the 17g-5 Information Provider’s Website, or (ii) if the 17g-5 Indemnifying Party is the 17g-5 Information Provider, any negligence, willful misconduct or bad faith on its part in connection with establishing, posting information and communications to, granting access to, and otherwise performing its obligations and duties hereunder with respect to, the 17g-5 Information Provider’s Website, or (iii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by by, or any negligence, willful misconduct or bad faith referred to in clause (ii) above on the part of, the applicable 17g-5 Indemnifying Party, and will reimburse such 17g-5 Indemnified Party for any legal or other expenses reasonably incurred by such 17g-5 Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (ed) None of the Depositor, the Sellers, the Master Servicer, the Special Servicer, the ~~Certificate Administrator (unless~~ Trust Advisor, the Certificate ~~Administrator is acting in the capacity of the Rule 17g-5 Information Provider)~~Registrar, the Trustee, the ~~Operating Advisor~~ Certificate Administrator (if it is not also the 17g-5 Information Provider) or the Custodian shall have any liability for (i) the ~~Rule~~ 17g-5 Information Provider’s failure to post information provided by the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate ~~Administrator~~Registrar, the Trustee, the ~~Operating Advisor~~ Certificate Administrator (if it is not also the 17g-5 Information Provider) or the Custodian in accordance with the terms of this Agreement, or (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website. (fe) None of the foregoing restrictions in this Section ~~12.13~~ 5.7 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency ~~unless: (x)~~ unless borrower, property or deal specific identifiers are redacted; (y) the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule 17g-5 Information Provider and does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has been posted to the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of Trust Certificates (and the party providing such information to a Rating Agency shall, upon written request, certify to the Depositor that it received the confirmation described in this clause (z)). (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, specifically with a subject reference of “Benchmark 2025-V13” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (i) all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06; (ii) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b) and 12.13(c); (iii) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (v) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (specifically referencing “Benchmark 2025-V13” in the subject line) (or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate). The 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or ot

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2011-C3), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2011-C3)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section ~~12.06~~ 11.06 of this Agreement or this Section ~~12.13~~ 11.13 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to the Rating Agencies’ surveillance of the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the ~~Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider~~ Depositor who shall post such written response to the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website ~~on the same~~ within five (5) Business ~~Day~~ Days of receipt of such ~~response if received by 2:00 p.m. or~~response, ~~if received~~ and after ~~2:00 p.m., on the next Business Day by 12:00 p.m. (or, if~~ the responding party is receives written notification from the ~~Rule 17g-5 Information Provider, on~~ Depositor (which may be in the ~~same Business Day~~ form of ~~preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after~~ e-mail) that such response has been posted to on the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website, ~~notify~~such responding party may, ~~or cause the notification of~~but is not obligated to, ~~each Registered Rating Agency by electronic mail of the posting of~~ provide such ~~response. Any communications from a Rating Agency~~ response to ~~the Master Servicer, including any specific requests from a~~ such Rating Agency~~, shall be in writing~~. (b) To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall ~~do so in writing and shall~~ provide ~~such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall upload~~ such information or communication to an Authorized Representative of the ~~Rule~~ Depositor by e-mail, which the Depositor shall upload to the Depositor’s 17g-5 ~~Information Provider’s~~ Website ~~on the same~~ within five (5) Business ~~Day of receipt of such response if received by 2:00 p.m. or~~Days, ~~if received~~ and after ~~2:00 p.m., on the next Business Day by 12:00 p.m. (or, if~~ the applicable party is has received written notification from the ~~Rule 17g-5 Information Provider, on~~ Depositor (which may be in the ~~same Business Day~~ form of ~~preparation of~~ e-mail) that such ~~response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such written~~ information ~~or communication~~ has been uploaded to the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website, ~~notify, or cause~~ the ~~notification of, each Registered~~ applicable party shall send such information to such Rating Agency ~~by electronic mail of~~ in accordance with the ~~posting of such written information or communication~~delivery instructions set forth herein. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. The Depositor shall notify each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian in writing of any change in the identity or contact information of an Authorized Representative. (c) Notwithstanding the provisions of Section ~~12.13(a~~11.13(a) or Section ~~12.13(b~~11.13(b) of this Agreement, the Depositor may authorize, in its sole discretion, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian to provide information directly to, or communicate with, a Rating Agency (including, but not limited to, responses to inquiries from such Rating Agency). Any such authorization shall be ~~permitted~~ in writing (~~but are not required~~which writing may be electronic mail) ~~to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides~~ by a ~~written summary~~ Responsible Officer of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, ~~in its sole discretion, provides a written authorization (which may be by electronic email) from~~ and shall set forth the ~~Depositor to~~ procedures that the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to ~~orally communicate with~~ provide information directly to the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow ~~compliance~~ the Depositor to comply with Exchange Act Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h). (d) Each of ~~the Rule 17g-5 Information Provider,~~ the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~), joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section ~~12.06~~11.06, Section ~~12.13(a~~11.13(a), Section ~~12.13(b), Section 12.13(c), Section 12.13(g~~11.13(b) or Section ~~12.13(h~~11.13(c) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the Master Servicer, the Special Servicer, the Certificate ~~Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider)~~Administrator, the Trustee, the Operating Advisor or the Custodian shall have any liability for (i) the ~~Rule 17g-5 Information Provider~~Depositor’s failure to post information provided by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the ~~Rule 17g-5 Information Provider~~ Depositor posts the related information or communication if the ~~Rule 17g-5 Information Provider~~ Depositor fails to notify such party that it has posted such information or communication on the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website. (f) None of the foregoing restrictions in this Section ~~12.13~~ 11.13 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; or (y) the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule 17g-5 Information Provider and does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has already been ~~posted to the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has~~ provided such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of Trust Certificates (and the party providing such information to a Rating Agency shall, upon written request, certify to the Depositor ~~that it received~~ and has been uploaded on to the ~~confirmation described in this clause (z))~~Depositor’s 17g-5 Website. (g) The ~~Rule 17g-5 Information Provider~~ Depositor shall ~~establish and~~ maintain the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s Website in the form of a password-protected Internet~~ Website in accordance with ~~this Section 12.13 and Section 12.06 of this Agreement~~Exchange Act Rule 17g-5(a)(3)(iii). (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, specifically with a subject reference of “Benchmark 2025-V13” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (i) all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06; (ii) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b) and 12.13(c); (iii) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (v) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (specifically referencing “Benchmark 2025-V13” in the subject line) (or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate). The 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or ot

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2012-Gcj9), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2012-Gcj9)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section ~~12.06~~ 11.06 of this Agreement or this Section ~~12.13~~ 11.13 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to the Rating Agencies’ surveillance of the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section ~~12.13(h~~11.13(h), whereupon the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website ~~on the same~~ within two (2) Business ~~Day~~ Days of receipt ~~of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m.~~ (or, if the responding party is the Rule 17g-5 Information Provider, ~~on the same~~ within two (2) Business ~~Day~~ Days of ~~preparation~~ preparation) of such ~~response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.)~~response, and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response~~. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing~~. (b) To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and shall provide such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section ~~12.13(h~~11.13(h), whereupon the Rule 17g-5 Information Provider shall upload such information or communication to the Rule 17g-5 Information Provider’s Website ~~on the same~~ within two (2) Business ~~Day~~ Days of receipt ~~of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m.~~ (or, if the applicable party is the Rule 17g-5 Information Provider, ~~on the same~~ within two (2) Business ~~Day~~ Days of ~~preparation~~ preparation) of such ~~response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.)~~written information or communication, and the Rule 17g-5 Information Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. (c) Notwithstanding the provisions of Section ~~12.13(a~~11.13(a) or Section ~~12.13(b) of~~ 11.13(b)of this Agreement, the Depositor may authorize, in its sole discretion, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian to provide information directly to, or communicate with, a Rating Agency (including, but not limited to, responses to inquiries from such Rating Agency). Any such authorization shall be ~~permitted~~ in writing (~~but are not required~~which writing may be electronic mail) ~~to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides~~ by a ~~written summary~~ Responsible Officer of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, ~~in its sole discretion, provides a written authorization (which may be by electronic email) from~~ and shall set forth the ~~Depositor to~~ procedures that the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to ~~orally communicate with~~ provide information directly to the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h). (d) Each of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~), joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section ~~12.06~~11.06, Section ~~12.13(a~~11.13(a), Section ~~12.13(b~~11.13(b), Section ~~12.13(c~~11.13(c), Section ~~12.13(g~~11.13(g) or Section ~~12.13(h~~11.13(h) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website. (f) None of the foregoing restrictions in this Section ~~12.13~~ 11.13 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; or (y) ~~the Master Servicer or the Special Servicer, as applicable, has in fact previously provided~~ such information has already been provided to the Rule 17g-5 Information Provider and ~~does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information~~ has been ~~posted~~ uploaded on to the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of Trust Certificates (and the party providing such information to a Rating Agency shall, upon written request, certify to the Depositor that it received the confirmation described in this clause (z))Website. (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section ~~12.13~~ 11.13 and Section ~~12.06~~ 11.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “~~Benchmark 2025~~CGCMT 2014-~~V13~~GC19” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (iA) all items delivered to the Rule 17g-5 Information Provider pursuant to Section ~~12.06~~11.06; (iiB) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to ~~Sections 12.13(a), 12.13(b~~Section 11.13(a) and ~~12.13(c~~(b); (iii) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (vC) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to ~~Certificate Administrator’s Website or~~ the Rule 17g-5 Information Provider’s Website~~, as applicable~~. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-(▇▇▇-) ▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ ~~(specifically referencing “Benchmark 2025-V13” in the subject line)~~ (or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate). The 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or otother NRSROs unless such information was delivered to the Rule 17g-5 Information Provider at the e-mail address set forth herein, with a subject heading of “CGCMT 2014-GC19” and sufficient detail to indicate that such information is required to be posted on the Rule 17g-5 Information Provider’s Website. In connection with notifying a Registered Rating Agency of any information posted to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider shall only be responsible for sending such notices to the electronic mail address of such Registered Rating Agency as provided by such Registered Rating Agency upon its registration as user of the Rule 17g-5 Information Provider’s Website or upon any subsequent update of such electronic mail address made by such Registered Rating Agency through the Rule 17g-5 Information Provider’s Website, and the Rule 17g-5 Information Provider shall not be responsible for sending any notices to any electronic mail address of any Registered Rating Agency that is not provided to the Rule 17g-5 Information in the manner described in this sentence. (i) In connection with the delivery by the Master Servicer to the Rule 17g-5 Information Provider of any information, report, notice or document for posting to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider shall notify the Master Servicer of when such information, report, notice or other document has been posted to the Rule 17g-5 Information Provider’s Website, and the Master Servicer may (but is not obligated to) send such information, report, notice or other document to the applicable Rating Agency promptly following the earlier of (a) receipt of notification from the Rule 17g-5 Information Provider that such information, report, notice or other document has been posted to the Rule 17g-5 Information Provider’s Website and (b) the second Business Day after it has provided such information, report, notice or other document to the Rule 17g-5 Information Provider.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc22), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc19)

Exchange Act Rule 17g-5 Procedures. ~~(a)~~ Except as otherwise provided in Section ~~12.06 of this Agreement~~ 10.16 or this Section ~~12.13~~ 10.17 or otherwise in this Agreement or as required by law, none of the ~~Master~~ Servicer, the Special Servicer, the Certificate ~~Administrator, the Trustee, the Operating Advisor~~ Administrator or the ~~Custodian~~ Trustee shall provide any information directly to, or communicate with, either orally or in writing, ~~any~~ the Rating Agency regarding the ~~Trust~~ Certificates or the Trust ~~Loans~~ Loan relevant to the Rating ~~Agencies’~~ Agency’s surveillance of the ~~Trust~~ Certificates or the Trust ~~Loans~~Loan, including, but not limited to, providing responses to inquiries from a the Rating Agency regarding the ~~Trust~~ Certificates or the Trust ~~Loans~~ Loan relevant to ~~such~~ the Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a the Rating Agency makes an inquiry or initiates communications with the ~~Master~~ Servicer, the Special Servicer, the ~~Certificate Administrator, the Trustee, the Operating Advisor~~ Trustee or the ~~Custodian~~ Certificate Administrator regarding the ~~Trust~~ Certificates ~~or the Trust Loans~~ relevant to ~~such~~ the Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from ~~such~~ the Rating Agency shall be made in writing by the responding party and shall be provided to the ~~Rule~~ 17g-5 Information Provider ~~as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider~~ who shall post such written response to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website~~, notify, or cause~~ ; provided that the notification of, each Registered Rating Agency by electronic mail of the posting of such response. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing. (b) To the extent that any of the Master Servicer, the Special ServicerTrustee, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and shall provide such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall upload such information or communication to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. (c) Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h). (d) Each of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity), joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including such reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section 12.06, Section 12.13(a), Section 12.13(b), Section 12.13(c), Section 12.13(g) or Section 12.13(h) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website. (f) None of the foregoing restrictions in this Section 12.13 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not ~~provide any information relating~~ be required to answer each inquiry, if it determines that (a) answering the ~~Trust Certificates~~ inquiry would be in violation of applicable law, the Accepted Servicing Practices, this Agreement, or the ~~Trust Loans~~ applicable loan documents, (b) answering the inquiry would or is reasonably expected to ~~such Rating Agency~~ result in ~~connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; (y) the Master Servicer~~ a waiver of an attorney client privilege or the ~~Special Servicer~~disclosure of attorney work product, as applicable, has in fact previously provided such information to the Rule 17g-5 Information Provider and does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has been posted to the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information to the Rule 17g-5 Information Provider; or (zc) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, such ~~Rating Agency has confirmed in writing to~~ party, and the ~~Master Servicer~~ performance of such additional duty or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of Trust Certificates (and the party providing such information to a Rating Agency shall, upon written request, certify to the Depositor that it received the confirmation described in this clause (z)). (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, specifically with a subject reference of “Benchmark 2025-V13” and an identification of the type of information being provided in the body payment of such ~~electronic mail (~~additional cost or ~~via any alternative electronic mail address following notice to~~ expense is beyond the parties hereto or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (i) all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06; (ii) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b) and 12.13(c); (iii) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (v) any other information delivered to the Rule 17g-5 Information Provider pursuant to scope of its duties under this Agreement. ~~The 17g-5~~ Information ~~Provider~~ shall ~~post the foregoing items on the 17g-5 Information Provider’s Website~~ be posted on the same Business Day ~~of receipt if~~ as receipt, provided that such information is received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information ProviderNew York time). If ~~a NRSRO (including any~~ the Rating ~~Agency)~~ Agency requests access to the 17g-5 Information Provider’s Website, access ~~will~~ shall be granted by the 17g-5 Information Provider on the same Business ~~Day~~ Day, provided that such request is made before 2:00 p.m. (~~and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m.,~~ New York ~~time on such Business Day~~time), or or, if received after 2:00 p.m., ~~New York City time, on~~ the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (specifically referencing “Benchmark 2025-V13” in the subject line) (or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate). The 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed Day by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or ot12:00 p.m.

Appears in 2 contracts

Sources: Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Securities Inc), Trust and Servicing Agreement (CSAIL 2020-C19 Commercial Mortgage Trust)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section ~~12.06 of this Agreement~~ 10.16 or this Section ~~12.13~~ 10.17 or otherwise in this Agreement or as required by law, none of the ~~Master~~ Servicer, the Special Servicer, the Certificate ~~Administrator, the Trustee, the Operating Advisor~~ Administrator or the ~~Custodian~~ Trustee shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the Trust ~~Loans~~ Loan relevant to the Rating Agencies’ surveillance of the ~~Trust~~ Certificates or the Trust ~~Loans~~Loan, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the Trust ~~Loans~~ Loan relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the ~~Master~~ Servicer, the Special Servicer, the ~~Certificate Administrator, the Trustee, the Operating Advisor~~ Trustee or the ~~Custodian~~ Certificate Administrator regarding the ~~Trust~~ Certificates ~~or the Trust Loans~~ relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from ~~such~~ the Rating ~~Agency~~ Agencies shall be made in writing by the responding party and shall be provided to the ~~Rule~~ 17g-5 Information Provider ~~as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider~~ who shall post such written response to the ~~Rule~~ 17g-5 Information Provider’s ~~Website~~ Website; provided that the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, shall not be required to answer each inquiry, if it determines that (a) answering the inquiry would be in violation of applicable law, the Accepted Servicing Practices, this Agreement, or the applicable loan documents, (b) answering the inquiry would or is reasonably expected to result in a waiver of an attorney client privilege or the disclosure of attorney work product, or (c) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, such party, and the performance of such additional duty or the payment of such additional cost or expense is beyond the scope of its duties under this Agreement. Information shall be posted on the same Business Day of as receipt of provided that such ~~response if~~ information is received by 2:00 p.m. ~~or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m.~~ (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.New York time)~~, and the Rule 17g-5 Information Provider shall, promptly after such response has been posted~~ . If a Rating Agency requests access to the ~~Rule~~ 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, access shall be ~~in writing.~~granted by the 17g-5 Information Provider on the same Business Day, provided that such request is made before 11:00 a.m. (New York time), or, if received after 11:00 a.m., the following Business Day by 11:00 a.m. (b) To the extent that any of the ~~Master~~ Servicer, the Special Servicer, the Certificate ~~Administrator, the Trustee, the Operating Advisor~~ Administrator or the ~~Custodian~~ Trustee is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the ~~Master~~ Servicer, the Special Servicer, the Certificate ~~Administrator,~~ Administrator or the Trustee~~, the Operating Advisor or the Custodian~~, as applicable, shall ~~do so in writing and shall~~ provide ~~such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall upload~~ such information or communication to the ~~Rule~~ 17g-5 Information Provider by e-mail, which the 17g-5 Information Provider shall upload to the 17g-5 Information Provider’s ~~Website~~ Website. Information shall be posted on the same Business Day of receipt of provided that such ~~response if~~ information is received by ~~2:00 p.m.~~ 11:00 a.m. (New York time) or, if received after ~~2:00 p.m.~~11:00 a.m. (New York time), on the next Business Day by 12:00 p.m. (or, if the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.New York time), and the Rule 17g-5 Information Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision~~. (c) Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any~~ . The 17g-5 Information Provider shall notify each of the ~~Master~~ Servicer, the Special Servicer, the Trustee and the Certificate ~~Administrator~~Administrator in writing of any change in the identity or contact information of the 17g-5 Information Provider. (c) The Servicer, the ~~Trustee,~~ Special Servicer and the ~~Operating Advisor or the Custodian~~ Trustee shall be permitted ~~(but are not required)~~ to orally communicate with the Rating ~~Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i)~~ Agencies; provided that such party ~~provides a written summary of~~ summarizes the information provided to the Rating Agencies ~~during~~ in such communication to in writing and provides the 17g-5 Information Provider ~~electronically as provided~~ with such written summary in ~~Section 12.13(h)~~ accordance with the procedures set forth in herein on the same day such ~~oral~~ communication takes ~~place (~~place; provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall post ~~any summary, communication or other information provided to it in accordance with this paragraph~~ such summary on the 17g-5 Information Provider’s Website in accordance with the procedures set forth herein. The 17g-5 Information Provider shall notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in ~~Section 12.13(h)~~respect of the transaction governed by this Agreement each time an additional document is posted to the 17g-5 Information Provider’s Website. The 17g-5 Information Provider shall send such notice to such Person’s email address provided by and used by such Person for the purpose of accessing the 17g-5 Information Provider’s Website, including a general email address if such general email address has been provided to the 17g-5 Information Provider in connection with a completed NRSRO Certification in the form of Exhibit M hereto. In connection with the delivery by the Servicer or the Special Servicer to the 17g-5 Information Provider of any information, report notice or document for posting to the 17g-5 Information Provider’s Website, the Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, send such information, report, notice or document to the applicable Rating Agency, so long as such information, report notice or document (i) was previously provided to the 17g-5 Information Provider or (ii) is simultaneously provided to the 17g-5 Information Provider. (d) Each of the ~~Rule 17g-5 Information Provider, the Master~~ Servicer, the Special Servicer, the ~~Certificate Administrator~~Operating Advisor, the ~~Trustee, the Operating Advisor~~ Certificate Administrator and the ~~Custodian~~ Trustee (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~), joint or several, to which any such Indemnified Party may become subject, under the Securities Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section ~~12.06,~~ 10.16 or Section ~~12.13(a~~10.17(a), ~~Section 12.13(b~~(b), ~~Section 12.13(c~~and (c), ~~Section 12.13(g) or Section 12.13(h) of this Agreement~~ as applicable, or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the ~~Master~~ Servicer, the Special Servicer~~, the Certificate Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider)~~, the Trustee, the Operating Advisor or the ~~Custodian~~ Certificate Administrator shall have any liability for (i) the ~~Rule~~ 17g-5 Information Provider’s failure to post on the 17g-5 Information Provider’s Website information provided by the ~~Master~~ Servicer, the Special Servicer~~, the Certificate Administrator~~, the Trustee, the Operating Advisor or the ~~Custodian~~ Certificate Administrator in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the ~~Rule~~ 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the ~~Rule~~ 17g-5 Information Provider posts the related information or communication if the ~~Rule~~ 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the ~~Rule~~ 17g-5 Information Provider’s Website. (f) None of the foregoing restrictions in this Section ~~12.13~~ 10.17 prohibit or restrict oral or written communications, or providing information, between the ~~Master~~ Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the ~~Master~~ Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the ~~Master~~ Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the ~~Master~~ Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the ~~Master~~ Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the Trust ~~Loans~~ Loan to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; (y) ~~the Master Servicer or the Special Servicer, as applicable, has in fact previously provided~~ such information has already been provided to the ~~Rule~~ 17g-5 Information Provider and ~~does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information~~ has been ~~posted~~ uploaded on to the ~~Rule~~ 17g-5 Information Provider’s Website ~~and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information to the Rule 17g-5 Information Provider;~~ or (z) such Rating Agency has confirmed in writing to the ~~Master~~ Servicer or and the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of ~~Trust Certificates (and~~ Certificates; provided, however, that the ~~party providing such~~ Rating Agencies may use information ~~to a Rating Agency shall, upon written request, certify to~~ delivered in reliance on the ~~Depositor that it received the confirmation described~~ certification provided in this clause (z~~)). (g~~) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, for any purpose to the extent ~~such items are delivered to~~ it ~~in an electronic document format suitable for website posting~~ is publicly available (~~and~~ unless the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, specifically with availability results from a ~~subject reference~~ breach of “Benchmark 2025-V13” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto this Agreement or any other ~~delivery method established~~ confidentiality agreement to which such Rating Agency is subject) or ~~approved~~ comprised of information collected by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (i) all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06; (ii) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b) and 12.13(c); (iii) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (v) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on applicable Rating Agency from the 17g-5 Information Provider’s Website on (or another 17g-5 information provider’s website that such Rating Agency has access to) (in each case, subject to any agreement governing the ~~same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting~~ use of such ~~item to the 17g-5 Information Provider’s Website~~information, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any ~~Rating Agency) requests access to~~ engagement letter with the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, Depositor or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (specifically referencing “Benchmark 2025-V13” in the subject line) (or to such any other ~~telephone number or e-mail address as the Rule 17g-5 Information Provider may designate~~applicable depositor). The 17g-5 Information Provider shall ~~provide a mechanism to promptly notify each Person that has signed up for access to~~ maintain the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with ~~the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The~~ Exchange Act Rule ~~17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or ot~~17g-5(a)(3)(iii).

Appears in 1 contract

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

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section ~~12.06~~ 11.06 of this Agreement or this Section ~~12.13~~ 11.14 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer~~, the Certificate Administrator~~, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to the Rating ~~Agencies’~~ Agency’s surveillance of the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a the Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the ~~Certificate Administrator, the~~ Trustee, the Operating Advisor or the Custodian regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the ~~Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider~~ Depositor who shall post such written response to the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website ~~on the same~~ within five (5) Business ~~Day of receipt of such response if received by 2:00 p.m. or~~Days, ~~if received~~ and after ~~2:00 p.m., on the next Business Day by 12:00 p.m. (or, if~~ the responding party is receives written notification from the ~~Rule 17g-5 Information Provider, on~~ Depositor (which may be in the ~~same Business Day~~ form of ~~preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after~~ e-mail) that such response has been posted to on the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website, ~~notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of~~ such ~~response. Any communications from a Rating Agency~~ responding party may provide such response to ~~the Master Servicer, including any specific requests from a~~ such Rating Agency~~, shall be in writing~~. (b) To the extent that any of the Master Servicer, the Special Servicer~~, the Certificate Administrator~~, the Trustee, the Operating Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the Master Servicer, the Special Servicer, the ~~Certificate Administrator, the~~ Trustee, the Operating Advisor or the Custodian, as applicable, shall ~~do so in writing and shall~~ provide ~~such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall upload~~ such information or communication to an Authorized Representative of the ~~Rule~~ Depositor by e-mail, which the Depositor shall upload to the Depositor’s 17g-5 ~~Information Provider’s~~ Website ~~on the same~~ within five (5) Business ~~Day of receipt of such response if received by 2:00 p.m. or~~Days, ~~if received~~ and after ~~2:00 p.m., on the next Business Day by 12:00 p.m. (or, if~~ the applicable party is has received written notification from the ~~Rule 17g-5 Information Provider, on~~ Depositor (which may be in the ~~same Business Day~~ form of ~~preparation of~~ e-mail) that such ~~response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such written~~ information ~~or communication~~ has been uploaded to the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website, ~~notify, or cause~~ the ~~notification of, each Registered~~ applicable party shall send such information to such Rating Agency ~~by electronic mail of~~ in accordance with the ~~posting of such written information or communication~~delivery instructions set forth herein. The foregoing shall include any ~~Rating Agency~~ No Downgrade Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. The Depositor shall notify each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Custodian in writing of any change in the identity or contact information of an Authorized Representative. (c) Notwithstanding the provisions of ~~Section 12.13(a~~Sections 11.14(a) ~~or Section 12.13(b~~and (b) of this Agreement, the Depositor may authorize, in its sole discretion, any of the Master Servicer, the Special Servicer, the ~~Certificate Administrator, the~~ Trustee, the Operating Advisor or the Custodian to provide information directly to, or communicate with, a Rating Agency (including, but not limited to, responses to inquiries from such Rating Agency). Any such authorization shall be ~~permitted~~ in writing (~~but are not required~~which writing may be electronic mail) ~~to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides~~ by a ~~written summary~~ Responsible Officer of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, ~~in its sole discretion, provides a written authorization (which may be by electronic email) from~~ and shall set forth the ~~Depositor to~~ procedures that the Master Servicer, the Special Servicer~~, the Certificate Administrator~~, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to ~~orally communicate with~~ provide information directly to the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow ~~compliance~~ the Depositor to comply with Exchange Act Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h). (d) Each of the ~~Rule 17g-5 Information Provider, the~~ Master Servicer, the Special Servicer~~, the Certificate Administrator~~, the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~), joint or several, to which any such Indemnified Party may become subject, under the Securities Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section ~~12.06, Section 12.13(a~~11.14(a), ~~Section 12.13(b), Section 12.13(c), Section 12.13(g~~(b) or ~~Section 12.13(h~~(c) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the Master Servicer, the Special Servicer~~, the Certificate Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider)~~, the Trustee, the Operating Advisor or the Custodian shall have any liability for (i) the ~~Rule 17g-5 Information Provider~~Depositor’s failure to post information provided by the Master Servicer, the Special Servicer~~, the Certificate Administrator~~, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the ~~Rule 17g-5 Information Provider~~ Depositor posts the related information or communication if the ~~Rule 17g-5 Information Provider~~ Depositor fails to notify such party that it has posted such information or communication on the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website. (f) None of the foregoing restrictions in this Section ~~12.13~~ 11.14 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency ~~unless:~~ unless (x) borrower, property or deal specific identifiers are redacted; or (y) the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule 17g-5 Information Provider and does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has already been ~~posted to the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has~~ provided such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of Trust Certificates (and the party providing such information to a Rating Agency shall, upon written request, certify to the Depositor ~~that it received~~ and has been uploaded on to the ~~confirmation described in this clause (z))~~Depositor’s 17g-5 Website. (g) The ~~Rule 17g-5 Information Provider~~ Depositor shall ~~establish and~~ maintain the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s Website in the form of a password-protected Internet~~ Website in accordance with ~~this Section 12.13 and Section 12.06 of this Agreement~~Exchange Act Rule 17g-5(a)(3)(iii). (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, specifically with a subject reference of “Benchmark 2025-V13” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (i) all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06; (ii) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b) and 12.13(c); (iii) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (v) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (specifically referencing “Benchmark 2025-V13” in the subject line) (or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate). The 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or ot

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Gs Mortgage Securities Corp Ii)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 12.06 of this Agreement or this Section 12.13 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to the Rating Agencies’ surveillance of the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response~~. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing~~. (b) To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and shall provide such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall upload such information or communication to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. (c) Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h). (d) Each of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity), joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including such reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section 12.06, Section 12.13(a), Section 12.13(b), Section 12.13(c), Section 12.13(g) or Section 12.13(h) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website. (f) None of the foregoing restrictions in this Section 12.13 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the Trust Certificates or the Trust Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; (y) the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule 17g-5 Information Provider and does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has been posted to the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of Trust Certificates (and the party providing such information to a Rating Agency shall, upon written request, certify to the Depositor that it received the confirmation described in this clause (z)). (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, specifically with a subject reference of “Benchmark 2025-V13” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (i) all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06; (ii) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b) and 12.13(c); (iii) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (v) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (specifically referencing “Benchmark 2025-V13” in the subject line) (or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate). The 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or otsole

Appears in 1 contract

Sources: Pooling and Servicing Agreement (CSAIL 2018-C14 Commercial Mortgage Trust)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section ~~12.06 of this Agreement~~ 10.16 or this Section ~~12.13~~ 10.17 or otherwise in this Agreement or as required by law, none of the ~~Master~~ Servicer, the Special Servicer, the Certificate ~~Administrator, the Trustee, the Operating Advisor~~ Administrator or the ~~Custodian~~ Trustee shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the Trust ~~Loans~~ Loan relevant to the Rating ~~Agencies’~~ Agency’s surveillance of the ~~Trust~~ Certificates or the Trust ~~Loans~~Loan, including, but not limited to, providing responses to inquiries from a the Rating Agency regarding the ~~Trust~~ Certificates or the Trust ~~Loans~~ Loan relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To The 17g-5 Information Provider shall make the ~~extent that a~~ “Rating Agency ~~makes~~ Q&A Forum and Servicer Document Request Tool” available to NRSROs via the 17g-5 Information Provider’s Website, where NRSROs may (i) submit inquiries to be forwarded to the Certificate Administrator relating to the Distribution Date Statement, (ii) submit inquiries to be forwarded to the Servicer or the Special Servicer, as applicable, relating to reports provided by such parties, the Whole Loan or the Property, (iii) submit requests to be forwarded to the Servicer for loan-level reports and other related information, and (iv) view previously submitted inquiries and related answers or reports, as the case may be. Upon receipt of an inquiry or ~~initiates communications with~~ request from an NRSRO for the ~~Master Servicer, the Special Servicer~~Trustee, the Certificate Administrator, the ~~Trustee~~Servicer or the Special Servicer, the Operating Advisor or the Custodian regarding the Trust Certificates or the Trust Loans relevant to such Rating Agency’s surveillance of the Trust Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall ~~post~~ be required to forward such ~~written response~~ inquiry or request to the ~~Rule 17g-5 Information Provider’s Website on~~ appropriate person or entity at the ~~same Business Day~~ Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, in each case via email within a reasonable period of time following receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation inquiry or request. Following receipt of such ~~response if prepared by 2:00 p.m. or~~an inquiry, ~~if prepared after 2:00 p.m.~~the Trustee, on the ~~next Business Day by 12:00 p.m.)~~Certificate Administrator, the Servicer or the Special Servicer, as applicable, shall be required to answer each inquiry, unless it determines that (a) answering the inquiry would be in violation of applicable law, the Accepted Servicing Practices, this Agreement, or the applicable loan documents, (b) answering the inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product, or (c) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, such party, and the ~~Rule~~ performance of such additional duty or the payment of such additional cost or expense is beyond the scope of its duties under this Agreement. In the event any of the Trustee, the Certificate Administrator, the Servicer or the Special Servicer declines to answer an inquiry, it shall promptly email the 17g-5 Information Provider ~~shall~~with the basis of such declination. The 17g-5 Information Provider shall be required to post the inquiries and the related responses (or reports, as applicable) on the Rating Agency Q&A Forum and Servicer Document Request Tool promptly ~~after such response has been posted to~~ upon receipt, or in the ~~Rule~~ event that an inquiry is unanswered, the inquiry and the basis for which it was unanswered. The Rating Agency Q&A Forum and Servicer Document Request Tool may not reflect questions, answers, or other communications which are not submitted through the 17g-5 Information Provider’s Website. The party responding to an inquiry shall be required to ensure that the response does not identify the NRSRO in any manner, ~~notify, or cause~~ including in file names and in the ~~notification of, each Registered Rating Agency by electronic mail~~ content of the ~~posting of such~~ response. Any ~~communications from~~ reports posted by the 17g-5 Information Provider in response to an inquiry may be posted on a page accessible by a link on the 17g-5 Information Provider’s Website. Answers and information posted on the Rating Agency Q&A Forum and Servicer Document Request Tool shall be attributable only to the ~~Master Servicer~~respondent, ~~including~~ and shall not be deemed to be answers from any ~~specific requests from a Rating Agency~~other person. No such other person shall have any responsibility or liability for, and shall not be ~~in writing.~~deemed to have knowledge of, the content of any such information.. (b) To the extent that any of the ~~Master~~ Servicer, the Special Servicer, the Certificate ~~Administrator, the Trustee, the Operating Advisor~~ Administrator or the ~~Custodian~~ Trustee is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the ~~Master~~ Servicer, the Special Servicer, the Certificate ~~Administrator,~~ Administrator or the Trustee~~, the Operating Advisor or the Custodian~~, as applicable, shall ~~do so in writing and shall~~ provide ~~such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall upload~~ such information or communication to the ~~Rule~~ 17g-5 Information Provider by e-mail, which the 17g-5 Information Provider shall upload to the 17g-5 Information Provider’s ~~Website~~ Website. Information shall be posted on the same Business Day of receipt of provided that such ~~response if~~ information is received by 2:00 p.m. (New York time) or, if received after 2:00 ~~p.m.~~p.m. (New York time), on the next Business Day by 12:00 p.m. (or, if the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.New York time), and the Rule 17g-5 Information Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. The 17g-5 Information Provider shall notify each of the Servicer, the Special Servicer, the Trustee and the Certificate Administrator in writing of any change in the identity or contact information of the 17g-5 Information Provider. (c) Notwithstanding the provisions of Section ~~12.13(a~~10.17(a) or Section ~~12.13(b) of this Agreement~~10.17(b), the Depositor may authorize, in its sole discretion, any of the ~~Master~~ Servicer, the Special Servicer, the Certificate ~~Administrator~~Administrator or the Trustee to provide information directly to, or communicate with, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, ~~providing~~ responses to inquiries from such Rating Agency)~~; provided, that any~~ . Any such authorization shall be in writing (which writing may be electronic mail) by a Responsible Officer of the Depositor, and shall set forth the procedures that ~~such party~~ the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, shall follow if it elects (in its sole discretion) to ~~orally communicate with~~ provide information directly to the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow ~~compliance~~ the Depositor to comply with Exchange Act Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h). (d) Each of the ~~Rule 17g-5 Information Provider, the Master~~ Servicer, the Special Servicer, the ~~Certificate Administrator~~Operating Advisor, the ~~Trustee, the Operating Advisor~~ Certificate Administrator and the ~~Custodian~~ Trustee (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~), joint or several, to which any such Indemnified Party may become subject, under the Securities Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section ~~12.06,~~ 10.16 or Section ~~12.13(a~~10.17(a), ~~Section 12.13(b~~(b), ~~Section 12.13(c~~and (c), ~~Section 12.13(g) or Section 12.13(h) of this Agreement~~ as applicable, or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the ~~Master~~ Servicer, the Special Servicer~~, the Certificate Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider)~~, the Trustee, the Operating Advisor or the ~~Custodian~~ Certificate Administrator shall have any liability for (i) the ~~Rule~~ 17g-5 Information Provider’s failure to post on the 17g-5 Information Provider’s Website information provided by the ~~Master~~ Servicer, the Special Servicer~~, the Certificate Administrator~~, the Trustee, the Operating Advisor or the ~~Custodian~~ Certificate Administrator in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the ~~Rule~~ 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating ~~Agencies~~ Agency that are required to be performed after the ~~Rule~~ 17g-5 Information Provider posts the related information or communication if the ~~Rule~~ 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the ~~Rule~~ 17g-5 Information Provider’s Website. (f) None of the foregoing restrictions in this Section ~~12.13~~ 10.17 prohibit or restrict oral or written communications, or providing information, between the ~~Master~~ Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the ~~Master~~ Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the ~~Master~~ Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the ~~Master~~ Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the ~~Master~~ Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the Trust ~~Loans~~ Loan to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; (y) ~~the Master Servicer or the Special Servicer, as applicable, has in fact previously provided~~ such information has already been provided to the ~~Rule~~ 17g-5 Information Provider and ~~does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information~~ has been ~~posted~~ uploaded on to the ~~Rule~~ 17g-5 Information Provider’s Website ~~and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information to the Rule 17g-5 Information Provider;~~ or (z) such Rating Agency has confirmed in writing to the ~~Master~~ Servicer or and the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of ~~Trust~~ Certificates (and the party providing such information to a the Rating Agency shall, upon ~~written~~ request, certify to the Depositor that it received the confirmation described in this clause (z)~~). (g) The Rule 17g-5 Information Provider shall establish and maintain~~ ; provided, however, that the ~~Rule 17g-5 Information Provider’s Website~~ Rating Agency may use information delivered in ~~the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post~~ reliance on the ~~Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items,~~ certification provided in this clause (z) for any purpose to the extent ~~such items are delivered to~~ it ~~in an electronic document format suitable for website posting~~ is publicly available (~~and~~ unless the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, specifically with availability results from a ~~subject reference~~ breach of “Benchmark 2025-V13” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto this Agreement or any other ~~delivery method established~~ confidentiality agreement to which such Rating Agency is subject) or ~~approved~~ comprised of information collected by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (i) all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06; (ii) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b) and 12.13(c); (iii) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (v) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on applicable Rating Agency from the 17g-5 Information Provider’s Website on (or another 17g-5 information provider’s website that such Rating Agency has access to) (in each case, subject to any agreement governing the ~~same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting~~ use of such ~~item to the 17g-5 Information Provider’s Website~~information, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any ~~Rating Agency) requests access to~~ engagement letter with the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, Depositor or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (specifically referencing “Benchmark 2025-V13” in the subject line) (or to such any other ~~telephone number or e-mail address as the Rule 17g-5 Information Provider may designate~~applicable depositor). The 17g-5 Information Provider shall ~~provide a mechanism to promptly notify each Person that has signed up for access to~~ maintain the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with ~~the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The~~ Exchange Act Rule ~~17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or ot~~17g-5(a)(3)(iii).

Appears in 1 contract

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

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise expressly and specifically provided ~~in Section 12.06 of this Agreement or this Section 12.13 or otherwise~~ in this Agreement or as required by law, none of the Depositor, the Master Servicer, the Special Servicer, the Certificate ~~Administrator~~Registrar, the ~~Trustee, the Operating Advisor~~ Trustee or the Custodian shall provide any information relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage Loans directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust Loans relevant to the Rating Agencies’ surveillance of the Trust Certificates or the Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with ~~the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian~~ any such party regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and ~~shall be provided~~ delivered to the ~~Rule~~ 17g-5 Information Provider electronically as provided in Section ~~12.13(h~~3.15(g), ~~whereupon~~ which written response the ~~Rule~~ 17g-5 Information Provider shall post ~~such written response~~ to the ~~Rule~~ 17g-5 Information Provider’s Website on within two (2) Business Days of receipt, after the ~~same Business Day~~ end of ~~receipt of~~ which time period such responding party may provide such response ~~if received by 2:00 p.m. or, if received after 2:00 p.m., on~~ to such Rating Agency in accordance with the ~~next Business Day by 12:00 p.m. (or, if~~ delivery instructions set forth herein; provided that the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), foregoing shall not apply to Inquiries and ~~the Rule 17g-5 Information Provider shall, promptly after such response has been posted~~ responses thereto submitted and answered pursuant to the ~~Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered~~ “Rating Agency ~~by electronic mail of the posting of such response. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing~~Q&A Forum and Servicer Document Request Tool”. (b) To the extent that any ~~of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian~~ party to this Agreement is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this ~~Agreement~~Agreement or applicable law, ~~the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and~~ such party shall provide such ~~written~~ information or communication to the ~~Rule~~ 17g-5 Information Provider electronically as provided in Section ~~12.13(h~~3.15(g), ~~whereupon~~ and the ~~Rule~~ 17g-5 Information Provider shall upload such information or communication to the ~~Rule~~ 17g-5 Information Provider’s Website on within two (2) Business Days of receipt, after the ~~same Business Day~~ end of ~~receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if~~ which time period the applicable party ~~is the Rule 17g-5 Information Provider, on the same Business Day of preparation of~~ may send such ~~response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after~~ information to such ~~written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered~~ Rating Agency ~~by electronic mail of~~ in accordance with the ~~posting of such written information or communication~~delivery instructions set forth herein. The foregoing shall include any Rating Agency ~~Confirmation request made~~ Communication provided pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. (c) Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall ~~post~~ notify each other party to this Agreement in writing of any ~~summary, communication~~ change in the identity or ~~other~~ contact information ~~provided to it in accordance with this paragraph on~~ of the 17g-5 Information Provider~~’s Website~~ . Any Rating Agency Confirmation request shall be made in accordance with ~~the procedures set forth in~~ Section ~~12.13(h~~12.05(b)]. (dc) Each of the ~~Rule~~ 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate ~~Administrator~~Registrar, the ~~Trustee, the Operating Advisor~~ Trustee and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the ~~Depositor~~ Depositor, the Mortgage Loan Sellers, the Underwriters, the Initial Purchasers and ~~its~~ their respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust ~~Fund~~ (each, for purposes of this Section 3.15(c), an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~)~~, joint or several~~, to which any such Indemnified Party may become subject, under the Securities Act, the Exchange ~~Act~~ Act, by contract or otherwise~~, pursuant to a third-party claim~~, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section ~~12.06, Section 12.13(a~~3.15(a), Section ~~12.13(b~~3.15(b), Section ~~12.13(c), Section 12.13(g~~3.15(f) or Section ~~12.13(h)~~ 12.05 or any other provision of this Agreement relating to the delivery of any information or communication for posting on, or the posting of any information or communication to, the 17g-5 Information Provider’s Website, or (ii) if the Indemnifying Party is the 17g-5 Information Provider, any negligence, willful misconduct or bad faith on its part in connection with establishing, posting information and communications to, granting access to, and otherwise performing its obligations and duties hereunder with respect to, the 17g-5 Information Provider’s Website, or (iii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by by, or any negligence, willful misconduct or bad faith referred to in clause (ii) above on the part of, the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (ed) None of the Depositor, the Sellers, the Master Servicer, the Special Servicer, the Certificate ~~Administrator~~ Registrar, the Trustee (~~unless~~ if it is not also the ~~Certificate Administrator is acting in the capacity of the Rule~~ 17g-5 Information Provider~~), the Trustee, the Operating Advisor~~ ) or the Custodian shall have any liability for (i) the ~~Rule~~ 17g-5 Information Provider’s failure to post information provided by the Depositor, the Master Servicer, the Special Servicer, the Certificate ~~Administrator~~Registrar, the ~~Trustee,~~ Trustee (if it is not also the ~~Operating Advisor~~ 17g-5 Information Provider) or the Custodian in accordance with the terms of this Agreement, or (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website. (fe) None of the foregoing restrictions in this Section ~~12.13~~ 3.15 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency ~~unless: (x)~~ unless borrower, property or deal specific identifiers are redacted; . (yf) ~~the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule~~ The 17g-5 Information Provider shall, at all times that any Certificates are outstanding and ~~does not provide such information to such~~ rated by a Rating ~~Agency until~~ Agency, maintain the ~~earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has been posted to the Rule~~ 17g-5 Information Provider’s ~~Website~~ Website, and ~~(ii) after 12:00 p.m. on the first Business Day following the date it has provided such information~~ grant access thereto to the ~~Rule 17g-5 Information Provider; or (z) such~~ Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of Trust Certificates (Agencies and the ~~party providing such information to a Rating Agency shall~~other NRSROs, ~~upon written request, certify to the Depositor that it received the confirmation described~~ in accordance with this ~~clause (z))~~Agreement. (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the ~~Rule~~ 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other ~~NRSROs,~~ NRSROs the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the ~~Rule~~ 17g-5 Information Provider agree to do ~~so in such format~~so) via electronic mail at ~~▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇~~[_____], specifically with a subject reference of “~~Benchmark 2025-V13~~BAMLCM 201[_]-[_]” and an identification of the type of information being provided in the body of such electronic ~~mail (~~mail; or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the ~~Rule~~ 17g-5 Information Provider if or as may be necessary or beneficial):: (i) any and all ~~items~~ Officer’s Certificates and other evidence delivered to the ~~Rule~~ 17g-5 Information Provider to support the Master Servicer’s, the Trustee’s or the Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance and notices of a determination to reimburse Nonrecoverable Advances from sources other than principal collections; (ii) any third party reports delivered to the 17g-5 Information Provider; (iii) all of the annual compliance statements and annual assessments as to compliance delivered to the 17g-5 Information Provider since the Closing Date pursuant to Section 11.09 and Section 11.10, respectively; (iv) all of the annual independent public accountants’ servicing reports caused to be delivered to the 17g-5 Information Provider since the Closing Date pursuant to Section 11.11; (v) copies of any Rating Agency Communications that are delivered to the 17g-5 Information Provider; (vi) copies of any questions or requests submitted by the Rating Agencies directed toward the Master Servicer, Special Servicer, or Trustee and the responses thereto; (vii) all notices of termination, resignation or assignment of rights and duties of the Master Servicer, the Special Servicer or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer or the Trustee) received by the 17g-5 Information Provider; (viii) all notices of the occurrence of an Event of Default; (ix) all notices of merger or consolidation of the Master Servicer, the Special Servicer or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer or the Trustee) received by the 17g-5 Information Provider; (x) any notice of any amendment of this Agreement pursuant to Section 12.01; (xi) any notice or other information provided to any Rating Agency pursuant to Section 12.05; (xii) any Initial Certification, Final Certification and updated schedule of exceptions received by the 17g-5 Information Provider pursuant to Section ~~12.06~~2.03; (iixiii) ~~all information~~ notice of any Material Breach or Material Document Defect, and ~~communications delivered to~~ notice of any repurchase or replacement of a Mortgage Loan in connection therewith, received by the ~~Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b) and 12.13(c); (iii) any Form ABS Due Diligence-15E delivered to the Rule~~ 17g-5 Information Provider pursuant to Section ~~12.13(l) or by the Depositor~~2.03; (ivxiv) any ~~transaction documents, closing documents and opinions relating to this transaction~~ requests for a Rating Agency Confirmation that are delivered to the ~~Rule~~ 17g-5 Information Provider ~~by the Depositor; and~~pursuant to Section 12.05; (vxv) any other information delivered to the ~~Rule~~ 17g-5 Information Provider pursuant to this Agreement, including pursuant to Section 3.15(a) and Section 3.15(b); and (xvi) the Rating Agency Q&A Forum and Servicer Document Request Tool. The foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website (a link to which shall ~~post~~ be provided on [_____]’s website at [_____] or such other website as the ~~foregoing items on~~ Depositor may notify the parties hereto in writing). Information will be posted to the 17g-5 Information Provider’s Website on the same Business Day of ~~receipt if~~ receipt, provided that such information is received by ~~2:00~~ 12:00 p.m. (eastern time) or, if received after ~~2:00~~ 12:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s WebsiteDay. The ~~Rule~~ 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the ~~Rule~~ 17g-5 Information Provider may remove it from the ~~Rue~~ 17g-5 Information Provider’s Website. The ~~Certificate Administrator~~ Trustee and the ~~Rule~~ 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to ~~Certificate Administrator’s Website or~~ the ~~Rule~~ 17g-5 Information Provider’s Website~~, as applicable~~. Access will be provided by the ~~Rule~~ 17g-5 Information Provider to ~~(i)~~ the Rating Agencies ~~upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof~~ and ~~(ii)~~ other NRSROs upon ~~registration at the Rule 17g-5 Information Provider’s Website as a user thereof and~~ receipt ~~by the Rule 17g-5 Information Provider~~ of an NRSRO Certification (which certification may be submitted electronically via ~~e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to~~ the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website). Questions regarding delivery of information to the ~~Rule~~ 17g-5 Information Provider may be directed to ~~▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (specifically referencing “Benchmark 2025-V13” in the subject line)~~ [___] (or to such other telephone number or ~~e-mail~~ any email address as the ~~Rule~~ 17g-5 Information Provider may designate). Upon request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information Provider electronically in accordance with this Section 3.15. In no event shall the 17g-5 Information Provider disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such additional information. The 17g-5 Information Provider shall provide a mechanism to ~~promptly~~ notify each ~~Person that has signed up for access~~ Rating Agency or other NRSRO each time the 17g-5 Information Provider posts an additional document to the 17g-5 Information Provider’s ~~Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto~~Website. ~~In connection with providing access~~ The 17g-5 Information Provider shall make available, only to the ~~Rule~~ Rating Agencies and other NRSROs, the Rating Agency Q&A Forum and Servicer Document Request Tool. The “Rating Agency Q&A Forum and Servicer Document Request Tool” shall be a service available on the 17g-5 Information Provider’s Website, where Rating Agencies and other NRSROs may (i) submit questions to the ~~Rule 17g-5 Information Provider may require registration~~ Trustee relating to the Distribution Date Statement, or submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the reports being made available pursuant to this Section 3.15, the Mortgage Loans or the Mortgaged Properties (“Rating Agency Inquiries”), (ii) view Rating Agency Inquiries that have been previously submitted and answered, together with the ~~acceptance~~ answers thereto and (iii) submit requests for loan-level reports and information. Upon receipt of a ~~disclaimer. The Rule~~ Rating Agency Inquiry for the Trustee, the Master Servicer or the Special Servicer, the 17g-5 Information Provider shall forward such Rating Agency Inquiry to the Trustee, the Master Servicer or the Special Servicer, as applicable, in each case within a commercially reasonable period following receipt thereof. Following receipt of a Rating Agency Inquiry, the Trustee, the Master Servicer or the Special Servicer, as applicable, unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply to the Rating Agency Inquiry, which reply of the Trustee, the Master Servicer or the Special Servicer shall be ~~liable for~~ by email to the ~~dissemination~~ 17g-5 Information Provider. The 17g-5 Information Provider shall post (within a commercially reasonable period, and in any event within two (2) Business Days, following preparation or receipt of ~~information~~ such answer, as the case may be) such Rating Agency Inquiry and the related answer (or reports, as applicable) to the 17g-5 Information Provider’s Website. Any report posted by the 17g-5 Information Provider in response to a request may be posted on a page accessible by a link on the 17g-5 Information Provider’s Website. If the Trustee, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering any Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or the applicable Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product or (iii)(A) answering any Rating Agency Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Trustee, the Master Servicer or the Special Servicer, as applicable, and (B) the Trustee, the Master Servicer or the Special Servicer, as applicable, determines in accordance with the ~~terms~~ Servicing Standard (or in good faith, in the case of the Trustee) that the performance of such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity as Trustee, Master Servicer or Special Servicer, as applicable, under this Agreement, ~~makes no representations~~ then it shall not be required to answer such Rating Agency Inquiry and, in the case of the Trustee, the Master Servicer or ~~warranties as to~~ the ~~accuracy or completeness of such information being made available~~Special Servicer, shall promptly notify the 17g-5 Information Provider, and ~~assumes no responsibility for such information. The Rule~~ the 17g-5 Information Provider shall post (within two (2) Business Days of its receipt of such notice) such Rating Agency Inquiry on the Rating Agency Q&A Forum and Servicer Document Request Tool together with the reason such Rating Agency Inquiry was not answered. Answers posted on the Rating Agency Q&A Forum and Servicer Document Request Tool will be ~~liable for its failure to make any information available~~ attributable only to the ~~Rating Agencies~~ respondent, and no other party shall have any responsibility or otliability for the content of an

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Banc of America Merrill Lynch Commercial Mortgage Inc.)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section ~~12.06 of this Agreement~~ 10.16 or this Section ~~12.13~~ 10.17 or otherwise in this Agreement or as required by law, none of the ~~Master~~ Servicer, the Special Servicer, the Certificate ~~Administrator, the Trustee, the Operating Advisor~~ Administrator or the ~~Custodian~~ Trustee shall provide any information directly to, or communicate with, either orally or in writing, ~~any~~ the Rating Agency regarding the ~~Trust~~ Certificates or the Trust ~~Loans~~ Loan relevant to the Rating ~~Agencies’~~ Agency’s surveillance of the ~~Trust~~ Certificates or the Trust ~~Loans~~Loan, including, but not limited to, providing responses to inquiries from a the Rating Agency regarding the ~~Trust~~ Certificates or the Trust ~~Loans~~ Loan relevant to ~~such~~ the Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a the Rating Agency makes an inquiry or initiates communications with the ~~Master~~ Servicer, the Special Servicer, the ~~Certificate Administrator, the Trustee, the Operating Advisor~~ Trustee or the ~~Custodian~~ Certificate Administrator regarding the ~~Trust~~ Certificates ~~or the Trust Loans~~ relevant to ~~such~~ the Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from ~~such~~ the Rating Agency shall be made in writing by the responding party and shall be provided to the ~~Rule~~ 17g-5 Information Provider ~~as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider~~ who shall post such written response to the ~~Rule~~ 17g-5 Information Provider’s ~~Website~~ Website; provided that the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, shall not be required to answer each inquiry, if it determines that (a) answering the inquiry would be in violation of applicable law, the Accepted Servicing Practices, this Agreement, or the applicable loan documents, (b) answering the inquiry would or is reasonably expected to result in a waiver of an attorney client privilege or the disclosure of attorney work product, or (c) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, such party, and the performance of such additional duty or the payment of such additional cost or expense is beyond the scope of its duties under this Agreement. Information shall be posted on the same Business Day ~~of receipt of~~ as receipt, provided that such ~~response if~~ information is received by 2:00 p.m. (New York time). If the Rating Agency requests access to the 17g-5 Information Provider’s Website, access shall be granted by the 17g-5 Information Provider on the same Business Day, provided that such request is made before 2:00 p.m. (New York time), or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next following Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing. (b) To the extent that any of the ~~Master~~ Servicer, the Special Servicer, the Certificate ~~Administrator, the Trustee, the Operating Advisor~~ Administrator or the ~~Custodian~~ Trustee is required to provide any information to, or communicate with, ~~any~~ the Rating Agency in accordance with its obligations under this Agreement, the ~~Master~~ Servicer, the Special Servicer, the Certificate ~~Administrator,~~ Administrator or the Trustee~~, the Operating Advisor or the Custodian~~, as applicable, shall ~~do so in writing and shall~~ provide ~~such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall upload~~ such information or communication to the ~~Rule~~ 17g-5 Information Provider by e-mail, which the 17g-5 Information Provider shall upload to the 17g-5 Information Provider’s ~~Website~~ Website. Information shall be posted on the same Business Day of ~~receipt of~~ receipt, provided that such ~~response if~~ information is received by 2:00 p.m. (New York time) or, if received after 2:00 ~~p.m.~~p.m. (New York time), on the next Business Day by 12:00 p.m. (or, if the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.New York time), and the Rule 17g-5 Information Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the ~~applicable~~ Rating Agency to make its decision~~. (c) Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any~~ . The 17g-5 Information Provider shall notify each of the ~~Master~~ Servicer, the Special Servicer, the Trustee and the Certificate ~~Administrator~~Administrator in writing of any change in the identity or contact information of the 17g-5 Information Provider. (c) The Servicer, the ~~Trustee,~~ Special Servicer and the ~~Operating Advisor or the Custodian~~ Trustee shall be permitted ~~(but are not required)~~ to orally communicate with the Rating ~~Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i)~~ Agency; provided that such party ~~provides a written summary of~~ summarizes the information provided to the Rating ~~Agencies during~~ Agency in such communication to in writing and provides the 17g-5 Information Provider ~~electronically as provided~~ with such written summary in ~~Section 12.13(h)~~ accordance with the procedures set forth in herein on the same day such ~~oral~~ communication takes ~~place (~~place; provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall post ~~any summary, communication or other information provided to it in accordance with this paragraph~~ such summary on the 17g-5 Information Provider’s Website in accordance with the procedures set forth herein. The 17g-5 Information Provider shall notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in ~~Section 12.13(h)~~respect of the transaction governed by this Agreement each time an additional document is posted to the 17g-5 Information Provider’s Website. The 17g-5 Information Provider shall send such notice to such Person’s email address provided by and used by such Person for the purpose of accessing the 17g-5 Information Provider’s Website, including a general email address if such general email address has been provided to the 17g-5 Information Provider in connection with a completed NRSRO Certification in the form of Exhibit M hereto. In connection with the delivery by the Servicer or the Special Servicer to the 17g-5 Information Provider of any information, report notice or document for posting to the 17g-5 Information Provider’s Website, the Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, send such information, report, notice or document to the Rating Agency, so long as such information, report notice or document (i) was previously provided to the 17g-5 Information Provider or (ii) is simultaneously provided to the 17g-5 Information Provider. (d) Each of the ~~Rule 17g-5 Information Provider, the Master~~ Servicer, the Special Servicer, the ~~Certificate Administrator~~Operating Advisor, the ~~Trustee, the Operating Advisor~~ Certificate Administrator and the ~~Custodian~~ Trustee (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~), joint or several, to which any such Indemnified Party may become subject, under the Securities Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section ~~12.06,~~ 10.16 or Section ~~12.13(a~~10.17(a), ~~Section 12.13(b~~(b), ~~Section 12.13(c~~and (c), ~~Section 12.13(g) or Section 12.13(h) of this Agreement~~ as applicable, or (ii) a determination by ~~any~~ the Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the ~~Master~~ Servicer, the Special Servicer~~, the Certificate Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider)~~, the Trustee, the Operating Advisor or the ~~Custodian~~ Certificate Administrator shall have any liability for (i) the ~~Rule~~ 17g-5 Information Provider’s failure to post on the 17g-5 Information Provider’s Website information provided by the ~~Master~~ Servicer, the Special Servicer~~, the Certificate Administrator~~, the Trustee, the Operating Advisor or the ~~Custodian~~ Certificate Administrator in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the ~~Rule~~ 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating ~~Agencies~~ Agency that ~~are~~ is required to be performed after the ~~Rule~~ 17g-5 Information Provider posts the related information or communication if the ~~Rule~~ 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the ~~Rule~~ 17g-5 Information Provider’s Website. (f) None of the foregoing restrictions in this Section ~~12.13~~ 10.17 prohibit or restrict oral or written communications, or providing information, between the ~~Master~~ Servicer or the Special Servicer, on the one hand, and ~~any~~ the Rating Agency, on the other hand, with regard to (i) ~~such~~ the Rating Agency’s review of the ratings it assigns to the ~~Master~~ Servicer or the Special Servicer, as applicable, (ii) ~~such~~ the Rating Agency’s approval of the ~~Master~~ Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) ~~such~~ the Rating Agency’s evaluation of the ~~Master~~ Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the ~~Master~~ Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the Trust ~~Loans~~ Loan to ~~such~~ the Rating Agency in connection with such review and evaluation by ~~such~~ the Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; (y) ~~the Master Servicer or the Special Servicer, as applicable, has in fact previously provided~~ such information has already been provided to the ~~Rule~~ 17g-5 Information Provider and ~~does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information~~ has been ~~posted~~ uploaded on to the ~~Rule~~ 17g-5 Information Provider’s Website ~~and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information to the Rule 17g-5 Information Provider;~~ or (z) ~~such~~ the Rating Agency has confirmed in writing to the ~~Master~~ Servicer or and the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of ~~Trust Certificates (and~~ Certificates; provided, however, that the ~~party providing such information to a~~ Rating Agency ~~shall, upon written request, certify to~~ may use information delivered in reliance on the ~~Depositor that it received the confirmation described~~ certification provided in this clause (z~~)). (g~~) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, for any purpose to the extent ~~such items are delivered to~~ it ~~in an electronic document format suitable for website posting~~ is publicly available (~~and~~ unless the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, specifically with availability results from a ~~subject reference~~ breach of “Benchmark 2025-V13” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto this Agreement or any other ~~delivery method established~~ confidentiality agreement to which the Rating Agency is subject) or ~~approved~~ comprised of information collected by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (i) all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06; (ii) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b) and 12.13(c); (iii) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (v) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on Rating Agency from the 17g-5 Information Provider’s Website on (or another 17g-5 information provider’s website that the ~~same Business Day of receipt if received by 2:00 p.m. or~~Rating Agency has access to) (in each case, ~~if received after 2:00 p.m., on~~ subject to any agreement governing the ~~next Business Day by 12:00 p.m., and shall, promptly following the posting~~ use of such ~~item to the 17g-5 Information Provider’s Website~~information, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any ~~Rating Agency) requests access to~~ engagement letter with the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, Depositor or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (specifically referencing “Benchmark 2025-V13” in the subject line) (or to such any other ~~telephone number or e-mail address as the Rule 17g-5 Information Provider may designate~~applicable depositor). The 17g-5 Information Provider shall ~~provide a mechanism to promptly notify each Person that has signed up for access to~~ maintain the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with ~~the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The~~ Exchange Act Rule ~~17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or ot~~17g-5(a)(3)(iii).

Appears in 1 contract

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

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 12.06 of this Agreement or this Section 12.13 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to the Rating Agencies’ surveillance of the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response~~. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing~~. (b) To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and shall provide such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall upload such information or communication to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. (c) Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h). (d) Each of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity), joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including such reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section 12.06, Section 12.13(a), Section 12.13(b), Section 12.13(c), Section 12.13(g) or Section 12.13(h) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website. (f) None of the foregoing restrictions in this Section 12.13 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; (y) the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule 17g-5 Information Provider and does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has been posted to the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of ~~Trust~~ Certificates (and the party providing such information to a Rating Agency shall, upon written request, certify to the Depositor that it received the confirmation described in this clause (z)). (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “~~Benchmark 2025~~BMO 2023-~~V13~~C5” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (i) all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06; (ii) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b) and 12.13(c); (iii) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (v) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-(▇▇▇-) ▇▇▇-▇▇▇▇ ~~and~~ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (specifically referencing “~~Benchmark 2025~~BMO 2023-~~V13~~C5” in the subject line) (or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate). Upon delivery by the Depositor to the 17g 5 Information Provider of information designated by the Depositor as pre-closing information from the Depositor’s 17g 5 Website (the “Pre-Close Information”), the 17g 5 Information Provider shall make such information available only to the Depositor and to NRSROs via the 17g 5 Information Provider’s Website pursuant to this Section 12.13(h). Such information shall be provided to the 17g 5 Information Provider via electronic media and delivered to the 17g 5 Information Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g 5 Information Provider to provide access to the Pre-Close Information or any other information on the 17g 5 Information Provider’s Website to any designee or third party. The 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or otwi

Appears in 1 contract

Sources: Pooling and Servicing Agreement (BMO 2023-C4 Mortgage Trust)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise expressly and specifically provided ~~in Section 12.06 of this Agreement or this Section 12.13 or otherwise~~ in this Agreement or as required by law, none of the Depositor, the Master Servicer, the Special Servicer, the Certificate ~~Administrator~~Registrar, the ~~Trustee, the Operating Advisor~~ Trustee or the Custodian shall provide any information relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage Loans directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust Loans relevant to the Rating Agencies’ surveillance of the Trust Certificates or the Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with ~~the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian~~ any such party regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and ~~shall be provided~~ delivered to the ~~Rule~~ 17g-5 Information Provider electronically as provided in Section ~~12.13(h~~3.15(g), ~~whereupon~~ which written response the ~~Rule~~ 17g-5 Information Provider shall post ~~such written response~~ to the ~~Rule~~ 17g-5 Information Provider’s Website on within two (2) Business Days of receipt, after the ~~same Business Day~~ end of ~~receipt of~~ which time period such responding party may provide such response ~~if received by 2:00 p.m. or, if received after 2:00 p.m., on~~ to such Rating Agency in accordance with the ~~next Business Day by 12:00 p.m. (or, if~~ delivery instructions set forth herein; provided that the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), foregoing shall not apply to Inquiries and ~~the Rule 17g-5 Information Provider shall, promptly after such response has been posted~~ responses thereto submitted and answered pursuant to the ~~Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered~~ “Rating Agency ~~by electronic mail of the posting of such response. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing~~Q&A Forum and Servicer Document Request Tool”. (b) To the extent that any ~~of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian~~ party to this Agreement is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this ~~Agreement~~Agreement or applicable law, ~~the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and~~ such party shall provide such ~~written~~ information or communication to the ~~Rule~~ 17g-5 Information Provider electronically as provided in Section ~~12.13(h~~3.15(g), ~~whereupon~~ and the ~~Rule~~ 17g-5 Information Provider shall upload such information or communication to the ~~Rule~~ 17g-5 Information Provider’s Website on within two (2) Business Days of receipt, after the ~~same Business Day~~ end of ~~receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if~~ which time period the applicable party ~~is the Rule 17g-5 Information Provider, on the same Business Day of preparation of~~ may send such ~~response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after~~ information to such ~~written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered~~ Rating Agency ~~by electronic mail of~~ in accordance with the ~~posting of such written information or communication~~delivery instructions set forth herein. The foregoing shall include any Rating Agency ~~Confirmation request made~~ Communication provided pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. (c) Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall ~~post~~ notify each other party to this Agreement in writing of any ~~summary, communication~~ change in the identity or ~~other~~ contact information ~~provided to it in accordance with this paragraph on~~ of the 17g-5 Information Provider~~’s Website~~ . Any Rating Agency Confirmation request shall be made in accordance with ~~the procedures set forth in~~ Section ~~12.13(h~~12.05(b). (dc) Each of the ~~Rule~~ 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate ~~Administrator~~Registrar, the ~~Trustee, the Operating Advisor~~ Trustee and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the ~~Depositor~~ Depositor, the Mortgage Loan Sellers, the Underwriters, the Initial Purchasers and ~~its~~ their respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust ~~Fund~~ (each, for purposes of this Section 3.15(c), an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~)~~, joint or several~~, to which any such Indemnified Party may become subject, under the Securities Act, the Exchange ~~Act~~ Act, by contract or otherwise~~, pursuant to a third-party claim~~, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section ~~12.06, Section 12.13(a~~3.15(a), Section ~~12.13(b~~3.15(b), Section ~~12.13(c), Section 12.13(g~~3.15(f) or Section ~~12.13(h)~~ 12.05 or any other provision of this Agreement relating to the delivery of any information or communication for posting on, or the posting of any information or communication to, the 17g-5 Information Provider’s Website, or (ii) if the Indemnifying Party is the 17g-5 Information Provider, any negligence, willful misconduct or bad faith on its part in connection with establishing, posting information and communications to, granting access to, and otherwise performing its obligations and duties hereunder with respect to, the 17g-5 Information Provider’s Website, or (iii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by by, or any negligence, willful misconduct or bad faith referred to in clause (ii) above on the part of, the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (ed) None of the Depositor, the Sellers, the Master Servicer, the Special Servicer, the Certificate ~~Administrator~~ Registrar, the Trustee (~~unless~~ if it is not also the ~~Certificate Administrator is acting in the capacity of the Rule~~ 17g-5 Information Provider~~), the Trustee, the Operating Advisor~~ ) or the Custodian shall have any liability for (i) the ~~Rule~~ 17g-5 Information Provider’s failure to post information provided by the Depositor, the Master Servicer, the Special Servicer, the Certificate ~~Administrator~~Registrar, the ~~Trustee,~~ Trustee (if it is not also the ~~Operating Advisor~~ 17g-5 Information Provider) or the Custodian in accordance with the terms of this Agreement, or (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website. (fe) None of the foregoing restrictions in this Section ~~12.13~~ 3.15 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency ~~unless: (x)~~ unless borrower, property or deal specific identifiers are redacted; . (yf) ~~the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule~~ The 17g-5 Information Provider shall, at all times that any Certificates are outstanding and ~~does not provide such information to such~~ rated by a Rating ~~Agency until~~ Agency, maintain the ~~earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has been posted to the Rule~~ 17g-5 Information Provider’s ~~Website~~ Website, and ~~(ii) after 12:00 p.m. on the first Business Day following the date it has provided such information~~ grant access thereto to the ~~Rule 17g-5 Information Provider; or (z) such~~ Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of Trust Certificates (Agencies and the ~~party providing such information to a Rating Agency shall~~other NRSROs, ~~upon written request, certify to the Depositor that it received the confirmation described~~ in accordance with this ~~clause (z))~~Agreement. (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the ~~Rule~~ 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other ~~NRSROs,~~ NRSROs the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the ~~Rule~~ 17g-5 Information Provider agree to do ~~so in such format~~so) via electronic mail at ~~▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇~~[_____], specifically with a subject reference of “~~Benchmark 2025-V13~~BAMLCM 201[_]-[_]” and an identification of the type of information being provided in the body of such electronic ~~mail (~~mail; or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the ~~Rule~~ 17g-5 Information Provider if or as may be necessary or beneficial):: (i) any and all ~~items~~ Officer’s Certificates and other evidence delivered to the ~~Rule~~ 17g-5 Information Provider to support the Master Servicer’s, the Trustee’s or the Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance and notices of a determination to reimburse Nonrecoverable Advances from sources other than principal collections; (ii) any third party reports delivered to the 17g-5 Information Provider; (iii) all of the annual compliance statements and annual assessments as to compliance delivered to the 17g-5 Information Provider since the Closing Date pursuant to Section 11.09 and Section 11.10, respectively; (iv) all of the annual independent public accountants’ servicing reports caused to be delivered to the 17g-5 Information Provider since the Closing Date pursuant to Section 11.11; (v) copies of any Rating Agency Communications that are delivered to the 17g-5 Information Provider; (vi) copies of any questions or requests submitted by the Rating Agencies directed toward the Master Servicer, Special Servicer, or Trustee and the responses thereto; (vii) all notices of termination, resignation or assignment of rights and duties of the Master Servicer, the Special Servicer or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer or the Trustee) received by the 17g-5 Information Provider; (viii) all notices of the occurrence of a Servicer Termination Event; (ix) all notices of merger or consolidation of the Master Servicer, the Special Servicer or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer or the Trustee) received by the 17g-5 Information Provider; (x) any notice of any amendment of this Agreement pursuant to Section 12.01; (xi) any notice or other information provided to any Rating Agency pursuant to Section 12.05; (xii) any Initial Certification, Final Certification and updated schedule of exceptions received by the 17g-5 Information Provider pursuant to Section ~~12.06~~2.03; (iixiii) ~~all information~~ notice of any Material Breach or Material Document Defect, and ~~communications delivered to~~ notice of any repurchase or replacement of a Mortgage Loan in connection therewith, received by the ~~Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b) and 12.13(c); (iii) any Form ABS Due Diligence-15E delivered to the Rule~~ 17g-5 Information Provider pursuant to Section ~~12.13(l) or by the Depositor~~2.03; (ivxiv) any ~~transaction documents, closing documents and opinions relating to this transaction~~ requests for a Rating Agency Confirmation that are delivered to the ~~Rule~~ 17g-5 Information Provider ~~by the Depositor; and~~pursuant to Section 12.05; (vxv) any other information delivered to the ~~Rule~~ 17g-5 Information Provider pursuant to this Agreement, including pursuant to Section 3.15(a) and Section 3.15(b); and (xvi) the Rating Agency Q&A Forum and Servicer Document Request Tool. The foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website (a link to which shall ~~post~~ be provided on [_____]’s website at [_____] or such other website as the ~~foregoing items on~~ Depositor may notify the parties hereto in writing). Information will be posted to the 17g-5 Information Provider’s Website on the same Business Day of ~~receipt if~~ receipt, provided that such information is received by ~~2:00~~ 12:00 p.m. (eastern time) or, if received after ~~2:00~~ 12:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s WebsiteDay. The ~~Rule~~ 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the ~~Rule~~ 17g-5 Information Provider may remove it from the ~~Rue~~ 17g-5 Information Provider’s Website. The ~~Certificate Administrator~~ Trustee and the ~~Rule~~ 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to ~~Certificate Administrator’s Website or~~ the ~~Rule~~ 17g-5 Information Provider’s Website~~, as applicable~~. Access will be provided by the ~~Rule~~ 17g-5 Information Provider to ~~(i)~~ the Rating Agencies ~~upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof~~ and ~~(ii)~~ other NRSROs upon ~~registration at the Rule 17g-5 Information Provider’s Website as a user thereof and~~ receipt ~~by the Rule 17g-5 Information Provider~~ of an NRSRO Certification (which certification may be submitted electronically via ~~e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to~~ the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website). Questions regarding delivery of information to the ~~Rule~~ 17g-5 Information Provider may be directed to ~~▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (specifically referencing “Benchmark 2025-V13” in the subject line)~~ [___] (or to such other telephone number or ~~e-mail~~ any email address as the ~~Rule~~ 17g-5 Information Provider may designate). Upon request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information Provider electronically in accordance with this Section 3.15. In no event shall the 17g-5 Information Provider disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such additional information. The 17g-5 Information Provider shall provide a mechanism to ~~promptly~~ notify each ~~Person that has signed up for access~~ Rating Agency or other NRSRO each time the 17g-5 Information Provider posts an additional document to the 17g-5 Information Provider’s ~~Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto~~Website. ~~In connection with providing access~~ The 17g-5 Information Provider shall make available, only to the ~~Rule~~ Rating Agencies and other NRSROs, the Rating Agency Q&A Forum and Servicer Document Request Tool. The “Rating Agency Q&A Forum and Servicer Document Request Tool” shall be a service available on the 17g-5 Information Provider’s Website, where Rating Agencies and other NRSROs may (i) submit questions to the ~~Rule 17g-5 Information Provider may require registration~~ Trustee relating to the Distribution Date Statement, or submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the reports being made available pursuant to this Section 3.15, the Mortgage Loans or the Mortgaged Properties (“Rating Agency Inquiries”), (ii) view Rating Agency Inquiries that have been previously submitted and answered, together with the ~~acceptance~~ answers thereto and (iii) submit requests for loan-level reports and information. Upon receipt of a ~~disclaimer. The Rule~~ Rating Agency Inquiry for the Trustee, the Master Servicer or the Special Servicer, the 17g-5 Information Provider shall forward such Rating Agency Inquiry to the Trustee, the Master Servicer or the Special Servicer, as applicable, in each case within a commercially reasonable period following receipt thereof. Following receipt of a Rating Agency Inquiry, the Trustee, the Master Servicer or the Special Servicer, as applicable, unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply to the Rating Agency Inquiry, which reply of the Trustee, the Master Servicer or the Special Servicer shall be ~~liable for~~ by email to the ~~dissemination~~ 17g-5 Information Provider. The 17g-5 Information Provider shall post (within a commercially reasonable period, and in any event within two (2) Business Days, following preparation or receipt of ~~information~~ such answer, as the case may be) such Rating Agency Inquiry and the related answer (or reports, as applicable) to the 17g-5 Information Provider’s Website. Any report posted by the 17g-5 Information Provider in response to a request may be posted on a page accessible by a link on the 17g-5 Information Provider’s Website. If the Trustee, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering any Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or the applicable Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product or (iii)(A) answering any Rating Agency Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Trustee, the Master Servicer or the Special Servicer, as applicable, and (B) the Trustee, the Master Servicer or the Special Servicer, as applicable, determines in accordance with the ~~terms~~ Servicing Standard (or in good faith, in the case of the Trustee) that the performance of such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity as Trustee, Master Servicer or Special Servicer, as applicable, under this Agreement, ~~makes no representations~~ then it shall not be required to answer such Rating Agency Inquiry and, in the case of the Trustee, the Master Servicer or ~~warranties as to~~ the ~~accuracy or completeness of such information being made available~~Special Servicer, shall promptly notify the 17g-5 Information Provider, and ~~assumes no responsibility for such information. The Rule~~ the 17g-5 Information Provider shall post (within two (2) Business Days of its receipt of such notice) such Rating Agency Inquiry on the Rating Agency Q&A Forum and Servicer Document Request Tool together with the reason such Rating Agency Inquiry was not answered. Answers posted on the Rating Agency Q&A Forum and Servicer Document Request Tool will be ~~liable for its failure to make any information available~~ attributable only to the ~~Rating Agencies~~ respondent, and no other party shall have any responsibility or otliability for the conte

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Banc of America Merrill Lynch Commercial Mortgage Inc.)

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section ~~12.06 of this Agreement~~ 10.16 or this Section ~~12.13~~ 10.17 or otherwise in this Agreement or as required by law, none of the ~~Master~~ Servicer, the Special Servicer, the Certificate ~~Administrator, the Trustee, the Operating Advisor~~ Administrator or the ~~Custodian~~ Trustee shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the Trust ~~Loans~~ Loan relevant to the Rating Agencies’ surveillance of the ~~Trust~~ Certificates or the Trust ~~Loans~~Loan, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the Trust ~~Loans~~ Loan relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the ~~Master~~ Servicer, the Special Servicer, the Certificate ~~Administrator, the Trustee, the Operating Advisor~~ Administrator or the ~~Custodian~~ Trustee regarding the ~~Trust~~ Certificates or the Trust ~~Loans~~ Loan relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to an Authorized Representative of the ~~Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider~~ Depositor who shall post such written response to the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website ~~on the same~~ within five (5) Business ~~Day of receipt of such response if received by 2:00 p.m. or~~Days, ~~if received~~ and after ~~2:00 p.m., on the next Business Day by 12:00 p.m. (or, if~~ the responding party is receives written notification from the ~~Rule 17g-5 Information Provider, on~~ Depositor (which may be in the ~~same Business Day~~ form of ~~preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after~~ e-mail) that such response has been posted to on the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website, ~~notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of~~ such ~~response. Any communications from a Rating Agency~~ responding party may provide such response to ~~the Master Servicer, including any specific requests from a~~ such Rating Agency~~, shall be in writing~~. (b) To the extent that any of the ~~Master~~ Servicer, the Special Servicer, the Certificate ~~Administrator, the Trustee, the Operating Advisor~~ Administrator or the ~~Custodian~~ Trustee is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the ~~Master~~ Servicer, the Special Servicer, the Certificate ~~Administrator,~~ Administrator or the Trustee~~, the Operating Advisor or the Custodian~~, as applicable, shall ~~do so in writing and shall~~ provide ~~such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall upload~~ such information or communication to an Authorized Representative of the ~~Rule~~ Depositor by e-mail, which the Depositor shall upload to the Depositor’s 17g-5 ~~Information Provider’s~~ Website ~~on the same~~ within five (5) Business ~~Day of receipt of such response if received by 2:00 p.m. or~~Days, ~~if received~~ and after ~~2:00 p.m., on the next Business Day by 12:00 p.m. (or, if~~ the applicable party is has received written notification from the ~~Rule 17g-5 Information Provider, on~~ Depositor (which may be in the ~~same Business Day~~ form of ~~preparation of~~ e-mail) that such ~~response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such written~~ information ~~or communication~~ has been uploaded to the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website, ~~notify, or cause~~ the ~~notification of, each Registered~~ applicable party shall send such information to such Rating Agency ~~by electronic mail of~~ in accordance with the ~~posting of such written information or communication~~delivery instructions set forth herein. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. The Depositor shall notify each of the Servicer, the Special Servicer, the Certificate Administrator and the Trustee in writing of any change in the identity or contact information of an Authorized Representative. (c) Notwithstanding the provisions of Section ~~12.13(a~~10.17(a) or Section ~~12.13(b) of this Agreement~~10.17(b), the Depositor may authorize, in its sole discretion, any of the ~~Master~~ Servicer, the Special Servicer, the Certificate ~~Administrator, the Trustee, the Operating Advisor~~ Administrator or the ~~Custodian shall be permitted (but are not required)~~ Trustee to ~~orally~~ provide information directly to, or communicate ~~with the Rating Agencies in accordance with their respective obligations under this Agreement~~with, ~~under the following circumstances: (i) such party provides~~ a written summary of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, ~~providing~~ responses to inquiries from such Rating Agency)~~; provided, that any~~ . Any such authorization shall be in writing (which writing may be electronic mail) by a Responsible Officer of the Depositor, and shall set forth the procedures that ~~such party~~ the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, shall follow if it elects (in its sole discretion) to ~~orally communicate with~~ provide information directly to the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow ~~compliance~~ the Depositor to comply with Exchange Act Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h). (d) Each of the ~~Rule 17g-5 Information Provider, the Master~~ Servicer, the Special Servicer, the Certificate ~~Administrator, the Trustee, the Operating Advisor~~ Administrator and the ~~Custodian~~ Trustee (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~), joint or several, to which any such Indemnified Party may become subject, under the Securities Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section ~~12.06,~~ 10.16 or Section ~~12.13(a~~10.17(a), ~~Section 12.13(b~~(b), ~~Section 12.13(c~~and (c), ~~Section 12.13(g) or Section 12.13(h) of this Agreement~~ as applicable, or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the ~~Master~~ Servicer, the Special Servicer, the Certificate Administrator ~~(unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor~~ or the ~~Custodian~~ Trustee shall have any liability for (i) the ~~Rule 17g-5 Information Provider~~Depositor’s failure to post on the Depositor’s 17g-5 Website information provided by the ~~Master~~ Servicer, the Special Servicer, the Certificate ~~Administrator, the Trustee, the Operating Advisor~~ Administrator or the ~~Custodian~~ Trustee in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the ~~Rule 17g-5 Information Provider~~ Depositor posts the related information or communication if the ~~Rule 17g-5 Information Provider~~ Depositor fails to notify such party that it has posted such information or communication on the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website. (f) None of the foregoing restrictions in this Section ~~12.13~~ 10.17 prohibit or restrict oral or written communications, or providing information, between the ~~Master~~ Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the ~~Master~~ Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the ~~Master~~ Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the ~~Master~~ Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the ~~Master~~ Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the Trust ~~Loans~~ Loan to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; (y) the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule 17g-5 Information Provider and does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has already been ~~posted~~ provided to an Authorized Representative of the Depositor and has been uploaded on to the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s~~ Website ~~and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information to the Rule 17g-5 Information Provider;~~ or (z) ~~such~~ the Rating Agency ~~has confirmed~~ confirms in writing ~~to the Master Servicer or the Special Servicer, as applicable,~~ that it does not intend to use such information in undertaking credit rating surveillance ~~for any Class of Trust Certificates (and the party providing such information to a Rating Agency shall, upon written request, certify~~ with respect to the Certificates. The Depositor ~~that it received the confirmation described in this clause (z)). (g) The Rule 17g-5 Information Provider~~ shall ~~establish and~~ maintain the ~~Rule~~ Depositor’s 17g-5 ~~Information Provider’s Website in the form of a password-protected Internet~~ Website in accordance with ~~this Section 12.13 and Section 12.06 of this Agreement~~Exchange Act Rule 17g-5(a)(3)(iii). (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, specifically with a subject reference of “Benchmark 2025-V13” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (i) all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06; (ii) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b) and 12.13(c); (iii) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (v) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (specifically referencing “Benchmark 2025-V13” in the subject line) (or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate). The 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or ot

Appears in 1 contract

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

Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section ~~12.06~~ 11.06 of this Agreement or this Section ~~12.13~~ 11.13 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to the Rating Agencies’ surveillance of the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans relevant to such Rating Agency’s surveillance of the ~~Trust~~ Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section ~~12.13(h~~11.13(h), whereupon the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website ~~on the same~~ within two (2) Business ~~Day~~ Days of receipt ~~of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m.~~ (or, if the responding party is the Rule 17g-5 Information Provider, ~~on the same~~ within two (2) Business ~~Day~~ Days of ~~preparation~~ preparation) of such ~~response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.)~~response, and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response~~. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing~~. (b) To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall do so in writing and shall provide such written information or communication to the Rule 17g-5 Information Provider electronically as provided in Section ~~12.13(h~~11.13(h), whereupon the Rule 17g-5 Information Provider shall upload such information or communication to the Rule 17g-5 Information Provider’s Website ~~on the same~~ within two (2) Business ~~Day~~ Days of receipt ~~of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m.~~ (or, if the applicable party is the Rule 17g-5 Information Provider, ~~on the same~~ within two (2) Business ~~Day~~ Days of ~~preparation~~ preparation) of such ~~response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.)~~written information or communication, and the Rule 17g-5 Information Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision. (c) Notwithstanding the provisions of Section ~~12.13(a~~11.13(a) or Section ~~12.13(b) of~~ 11.13(b)of this Agreement, the Depositor may authorize, in its sole discretion, any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian to provide information directly to, or communicate with, a Rating Agency (including, but not limited to, responses to inquiries from such Rating Agency). Any such authorization shall be ~~permitted~~ in writing (~~but are not required~~which writing may be electronic mail) ~~to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following circumstances: (i) such party provides~~ by a ~~written summary~~ Responsible Officer of the information provided to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with); or (ii) the Depositor, ~~in its sole discretion, provides a written authorization (which may be by electronic email) from~~ and shall set forth the ~~Depositor to~~ procedures that the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to ~~orally communicate with~~ provide information directly to the applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h). (d) Each of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses~~, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity~~), joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including ~~such~~ reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section ~~12.06~~11.06, Section ~~12.13(a~~11.13(a), Section ~~12.13(b~~11.13(b), Section ~~12.13(c~~11.13(c), Section ~~12.13(g~~11.13(g) or Section ~~12.13(h~~11.13(h) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator). (e) None of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting in the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement, (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s Website. (f) None of the foregoing restrictions in this Section ~~12.13~~ 11.13 prohibit or restrict oral or written communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the ~~Trust~~ Certificates or the ~~Trust~~ Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted; or (y) ~~the Master Servicer or the Special Servicer, as applicable, has in fact previously provided~~ such information has already been provided to the Rule 17g-5 Information Provider and ~~does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information~~ has been ~~posted~~ uploaded on to the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of Trust Certificates (and the party providing such information to a Rating Agency shall, upon written request, certify to the Depositor that it received the confirmation described in this clause (z))Website. (g) The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet Website in accordance with this Section ~~12.13~~ 11.13 and Section ~~12.06~~ 11.06 of this Agreement. (h) The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, specifically with a subject reference of “~~Benchmark 2025~~CGCMT 2014-~~V13~~GC23” and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial): (iA) all items delivered to the Rule 17g-5 Information Provider pursuant to Section ~~12.06~~11.06; (iiB) all information and communications delivered to the Rule 17g-5 Information Provider pursuant to ~~Sections 12.13(a), 12.13(b~~Section 11.13(a) and ~~12.13(c~~(b); (iii) any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; (iv) any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information Provider by the Depositor; and (vC) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement. The 17g-5 Information Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to ~~Certificate Administrator’s Website or~~ the Rule 17g-5 Information Provider’s Website~~, as applicable~~. Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to ▇-(▇▇▇-) ▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (~~specifically referencing “Benchmark 2025-V13” in the subject line) (~~or to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate). The 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or otother NRSROs unless such information was delivered to the Rule 17g-5 Information Provider at the e-mail address set forth herein (or by any other form of electronic delivery reasonably acceptable to Rule 17g-5 Information Provider pursuant to the terms of this Agreement), with a subject heading of “CGCMT 2014-GC23” and sufficient detail to indicate that such information is required to be posted on the Rule 17g-5 Information Provider’s Website. In connection with notifying a Registered Rating Agency of any information posted to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider shall only be responsible for sending such notices to the electronic mail address of such Registered Rating Agency as provided by such Registered Rating Agency upon its registration as user of the Rule 17g-5 Information Provider’s Website or upon any subsequent update of such electronic mail address made by such Registered Rating Agency through the Rule 17g-5 Information Provider’s Website, and the Rule 17g-5 Information Provider shall not be responsible for sending any notices to any electronic mail address of any Registered Rating Agency that is not provided to the Rule 17g-5 Information in the manner described in this sentence. (i) In connection with the delivery by the Master Servicer to the Rule 17g-5 Information Provider of any information, report, notice or document for posting to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider shall notify the Master Servicer of when such information, report, notice or other document has been posted to the Rule 17g-5 Information Provider’s Website, and the Master Servicer may (but is not obligated to) send such information, report, notice or other document to the applicable Rating Agency promptly following the earlier of (a) receipt of notification from the Rule 17g-5 Information Provider that such information, report, notice or other document has been posted to the Rule 17g-5 Information Provider’s Website and (b) the second Business Day after it has provided such information, report, notice or other document to the Rule 17g-5 Information Provider.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc23)

Common use of Exchange Act Rule 17g-5 Procedures Clause in Contracts