is not incorporated herein. The Primary Servicer may, from time to time, make withdrawals from the Primary Servicer Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):
is not incorporated herein. Notwithstanding any provision herein to the contrary, the Primary Servicer shall not make any request to a Rating Agency for a Rating Agency Confirmation; all such requests shall be made by, and as determined necessary by, the Master Servicer. The Primary Servicer shall not orally communicate with any Rating Agency regarding any of the Mortgage Loan Documents or any matter related to the Mortgage Loans, the related Mortgaged Properties, the related Borrowers or any other matters in connection with the Certificates or pursuant to this Agreement or the Pooling and Servicing Agreement. The Primary Servicer agrees to comply (and to cause each and every subcontractor, vendor or agent for the Primary Servicer and each of its officers, directors and employees to comply) with the provisions relating to communications with the Rating Agencies set forth in this Section 3.01(a)(33) and Section 3.27 of the Pooling and Servicing Agreement and shall not deliver to any Rating Agency any report, statement, request for Rating Agency Confirmation or other information restricted by Section 3.27 of the Pooling and Servicing Agreement. All information described in the immediately preceding paragraph will be provided by, and all such communications, responses and requests described in the immediately preceding paragraph will be made by, the Master Servicer in accordance with the procedures required by the Pooling and Servicing Agreement. To the extent that the Master Servicer is required to provide any information to, or communicate with, the Rating Agency in accordance with its obligations under the Pooling and Servicing Agreement and such information or communication is regarding the Mortgage Loans or the primary servicing by the Primary Servicer under this Agreement, the Primary Servicer shall provide to the Master Servicer the information reasonably requested by the Master Servicer and necessary for the Master Servicer to fulfill such obligations. None of the foregoing restrictions in this Section 3.01(c)(33) prohibit or restrict oral or written communications, or providing information, between the Primary Servicer and a Rating Agency with regard to (i) such Rating Agency’s review of the ratings it assigns to the Primary Servicer, (ii) such Rating Agency’s approval of the Primary Servicer as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Primary Servicer’s servicing operations in general; provided, however, that the...
is not incorporated herein. The Primary Servicer shall continue to process payments and maintain ongoing payment records with respect to each Mortgage Loan and Serviced Companion Loan that becomes a Specially Serviced Loan or an REO Property and shall timely provide the Master Servicer and the Special Servicer with any information required by either to perform their respective duties under the Pooling and Servicing Agreement. Pursuant to Section 3.01(c)(18) of this Agreement, the Primary Servicer shall be entitled to receive the Primary Servicing Fee for so long as the Master Servicer receives its Servicing Fee, with respect to each Specially Serviced Loan.
is not incorporated herein. The Primary Servicer shall deliver to the Master Servicer, (a) no later than 1:00 p.m. New York City time on the Primary Servicer Reporting Date (or, in the case of the Serviced Whole Loans, on the earlier of the Primary Servicer Reporting Date or the Other Determination Date Remittance Date), by electronic transmission in a format designated by the Master Servicer, the CREFC® Loan Periodic Update File, providing the required information as of such Determination Date, (b) no later than 1:00 p.m. New York City time on the Primary Servicer Reporting Date (or, in the case of the Serviced Whole Loans, on the earlier of the Primary Servicer Reporting Date or the Other Determination Date Remittance Date), by electronic transmission in a format designated by the Master Servicer the Collection Report (the information therein to be stated as of the Determination Date) in the form of Exhibit G attached hereto and (c) within thirty (30) days after the end of each calendar quarter, beginning with the quarter ending on June 30, 2016, the certification on the Mortgage Loans and the Serviced Companion Loans, including without limitation information regarding UCC financing statements, taxes, insurance premiums and ground rents, required by and in the form of Exhibit E attached hereto. The Primary Servicer shall deliver to the Master Servicer on the second Business Day of each month by electronic transmission in a format designated by the Master Servicer, a remittance report containing scheduled balance information for the Mortgage Loans and the Serviced Companion Loans reflecting the scheduled Periodic Payment for such month in the form of Exhibit G attached hereto. In addition, on each day that the Primary Servicer forwards to the Master Servicer any funds pursuant to Section 3.01(c)(11) or Section 3.01(c)(13) of this Agreement, the Primary Servicer shall deliver to the Master Servicer by electronic transmission (with a copy to xxxxxxxxxx.xxxxxxxxxxxxxxx.xxxx@xxxxxxxxxx.xxx) in a format reasonably acceptable to the Master Servicer and the Primary Servicer, a report of the nature of such remittance in the form of Exhibit G attached hereto. The Primary Servicer shall also prepare and deliver to the Master Servicer not later than 1:00 p.m. New York City time by the twenty-fifth day of each month, a certification in the form of Exhibit J attached hereto. The Primary Servicer shall also prepare and deliver to the Master Servicer such other reports as reasonably requested by t...
is not incorporated herein. The Sub-Servicer may, from time to time, make withdrawals from the Sub-Servicer Collection Account (or the applicable subaccount of the Sub-Servicer Collection Account exclusive of the Sub-Servicer Loan Combination Custodial Account) for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):
is not incorporated herein. The Sub-Servicer shall cooperate fully with the Master Servicer and deliver to the Master Servicer any and all statements, reports, certifications, records and any other information in its possession necessary in the good faith determination of the Master Servicer to permit the Master Servicer to comply with its obligations under Article XI of the Pooling and Servicing Agreement.
is not incorporated herein. The Sub-Servicer shall deliver to the Master Servicer, no later than 4:00 p.m. New York City time on the first Business Day following each Determination Date, by electronic transmission in the format designated by the Master Servicer, the CREFC® Financial File, the CREFC® Property File and the CREFC® Comparative Financial Status Report, the CREFC® Loan Level Reserve/LOC Report, a CREFC® Loan Periodic Update File, a CREFC® Delinquent Loan Status Report and a CREFC® Servicer Watch List, each providing the required information as of such Determination Date; provided that from the Closing Date until thirty (30) days following written notice by the Master Servicer to the Sub-Servicer of the Master Servicer’s decision to require the delivery of the CREFC® Loan Periodic Update File, the Sub-Servicer shall not be required to deliver a CREFC® Loan Periodic Update File; provided, further, that from the Closing Date until thirty (30) days following written notice by the Master Servicer to the Sub-Servicer of the Master Servicer’s decision to require delivery of the CREFC® Delinquent Loan Status Report, the Sub-Servicer shall not be required to deliver a CREFC® Delinquent Loan Status Report. The Sub-Servicer shall deliver to the Master Servicer by electronic transmission in a format mutually agreed upon by the Master Servicer and the Sub-Servicer, not later than 4:00 p.m. New York City time on the first Business Day following the Determination Date by electronic transmission in a format mutually agreed upon by the Master Servicer and the Sub-Servicer, (a) on a monthly basis, the Collection Report (the information in such report to be stated as of the Determination Date), (b) on a monthly basis, the CREFC® Loan Periodic Update File (subject to the proviso in the preceding sentence), and (c) on a quarterly basis, the information on the Mortgage Loans and the Serviced Pari Passu Companion Loan, including without limitation information regarding UCC Financing Statements, taxes, insurance premiums and ground rents on a quarterly basis, starting for the quarter ending March 31, 2016 (provided that the first such certification shall cover the period from the Closing Date to the end of such quarter), within thirty days of the end of such quarter, required by and in the form of Exhibit E attached hereto; provided that from the Closing Date until thirty (30) days following written notice by the Master Servicer to the Sub-Servicer of the Master Servicer’s decision to require del...
is not incorporated herein. The Sub-Servicer shall not be liable for providing, disseminating, withholding or providing access to information in accordance with the terms of this Agreement or the Pooling and Servicing Agreement. To the extent that the Sub-Servicer has received written notice from the Master Servicer, that a Person is an Excluded Controlling Class Holder with respect to an Excluded Controlling Class Mortgage Loan, the Sub-Servicer shall not provide to such Excluded Controlling Class Holder any Excluded Information with respect to such Excluded Controlling Class Mortgage Loan. To the extent that the Sub-Servicer has received written notice from the Master Servicer, that the Special Servicer is a Borrower Party with respect to an Excluded Special Servicer Mortgage Loan, the Sub-Servicer shall not provide to such Special Servicer any Excluded Information with respect to such Excluded Special Servicer Mortgage Loan.
is not incorporated herein. Notwithstanding anything herein to the contrary, the Primary Servicer will not permit or consent to any assumption, transfer or other action contemplated by Section 3.09 of the Pooling and Servicing Agreement without the prior written consent of the Master Servicer. With respect to any such proposed action, the Primary Servicer shall perform and forward to the Master Servicer any analysis, recommendation or other information requested by the Master Servicer under Section 3.09 of the Pooling and Servicing Agreement. The Master Servicer, not the Primary Servicer, will deal directly with the Special Servicer in connection with obtaining any necessary approval or consent from the Special Servicer. If the Master Servicer consents to such transaction, the Primary Servicer shall process, document and close such transaction. Section 3.09(d) of the Pooling and Servicing Agreement is not incorporated herein. The Primary Servicer shall promptly provide copies of any waivers it effects pursuant to this Section to the Master Servicer and the Master Servicer will provide notice or copies to the 17g-5 Information Provider and Rating Agencies to the extent required by the Pooling and Servicing Agreement. Section 3.09(g) of the Pooling and Servicing Agreement is not incorporated herein. The Primary Servicer shall promptly forward all requests for defeasance to the Master Servicer. The Master Servicer will deal or communicate directly with the Borrower in connection with any defeasance.
is not incorporated herein. The Primary Servicer will not permit any replacement of a Manager for the related Mortgaged Property with respect to the Serviced Loan Combination without the express written consent of the Master Servicer.
