Certificate of Non-Foreign Status Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”), provides that under specified circumstances, a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. For United States tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a United States real property interest under local law) will be the transferor of the real property interest and not the disregarded entity. To inform (the “Transferee”), that withholding of tax is not required upon the disposition of a United States real property interest by (the “Transferor”), the undersigned hereby certifies the following:
Certification of Non-Foreign Status Each Limited Partner or transferee of an Interest or a portion of an Interest from a Limited Partner who or that is admitted to the Partnership in accordance with this Agreement will certify, upon admission to the Partnership and at any other time as the General Partner may request, whether the Limited Partner or transferee is a “United States Person” within the meaning of the Code on forms to be provided by the Partnership, and will notify the Partnership within 30 days of any change in the status of the Limited Partner or transferee. Any Limited Partner or transferee who or that fails to provide certification when requested to do so by the General Partner may be treated as a non-United States Person for purposes of U.S. Federal tax withholding.
Initial Certificate Ownership Since the formation of the Trust by the contribution by the Depositor pursuant to Section 2.5, the Depositor has been the sole Certificateholder.
Annual Certificate of Compliance The Issuer will deliver to the Indenture Trustee within 90 days after the end of each year, starting in the year after the Closing Date, an Officer’s Certificate signed by a Responsible Person of the Issuer, stating that (a) a review of the Issuer’s activities and of its performance under this Indenture during the prior year has been made under a Responsible Person’s supervision and (b) to the Responsible Person’s knowledge, based on the review, the Issuer has fulfilled in all material respects its obligations under this Indenture throughout the prior year or, if there has been a failure to fulfill an obligation in any material respect, stating each failure known to the Responsible Person and the nature and status of the failure. A copy of the Officer’s Certificate may be obtained by any Noteholder or Person certifying it is a Note Owner by request to the Indenture Trustee at its Corporate Trust Office. The Issuer’s obligation to deliver an Officer’s Certificate under this Section 3.9 will terminate on the payment in full of the Notes.
Annual Certification (a) Each Form 10-K required to be filed for the Trust pursuant to Section 3.29 shall include a certification (the “Xxxxxxxx-Xxxxx Certification”) required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. Each of the Master Servicer and the Securities Administrator shall, and shall cause any Servicing Function Participant engaged by it to provide, to the Person who signs the Xxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 15 of each year in which the Trust is subject to the reporting requirements of the Exchange Act and otherwise within a reasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached hereto as Exhibit L, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-mail at xxx.xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 000-000-0000. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable subservicing agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 3.19 with respect to the period of time it was subject to this Agreement or any applicable subservicing agreement, as the case may be, and a compliance statement, an assessment of compliance and attestation pursuant to Sections 3.16, 3.17 and 3.18, notwithstanding such termination or resignation. Notwithstanding the foregoing, (i) the Master Servicer and the Securities Administrator shall not be required to deliver a Back-Up Certification to each other if both are the same Person and the Master Servicer is the Certifying Person and (ii) the Master Servicer shall not be obligated to sign the Xxxxxxxx-Xxxxx Certification in the event that it does not receive any Back-Up Certification required to be furnished pursuant to this Section or any Servicing Agreement or Custodial Agreement.
CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER Section 12.01.Rights of the Certificate Insurer to Exercise Rights of Insured Certificateholders. By accepting its Certificate, each Insured Certificateholder agrees that unless a Certificate Insurer Default exists, the Certificate Insurer shall have the right to exercise all consent, voting, direction and other control rights of the Insured Certificateholders under this Agreement without any further consent of the Insured Certificateholders.
Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.
Certificate Forms SECTION 2.1 Forms of Certificates Generally............................................................ 18 SECTION 2.2 Form of Agent's Certificate of Authentication.............................................. 19
Transfer Certificate, delivery and notification As soon as reasonably practicable after a Transfer Certificate is delivered to the Agent, it shall (unless it has reason to believe that the Transfer Certificate may be defective):
Physical Certificate Processing Services to support the setup and processing of physical certificated shares for a fund family: § $[ ] setup per fund group § $[ ] per certificate transaction Real Time Cash Flow § Implementation (one time charge) & Recurring Charges (monthly) - [ ] Users – $[ ] - [ ] Users – $[ ] - [ ] Users – $[ ] - [ ] Users – $[ ] - [ ] Users – $[ ] - [ ] Users – $[ ] § Training - WebEx - $[ ] per user - On Site at USBFS - $[ ] per day - At Client Location - $[ ] per day plus travel and miscellaneous expenses if required § Real Time Data Feeds - Implementation (per feed) - $[ ] per hour ([ ] hour estimate) - Recurring (per feed) - $[ ] per month MARS Lite Setup and Implementation Fee Schedule System Version 7i Implementation Cost § $[ ] – MARS Base Sales Reporting and 22c-2 Compliance Modules (Includes up to two years of DST/TA2000 data) Product & Services (Monthly fee) § $[ ] - $[ ] – Sales & Compliance Reporting * Includes Enhanced Services. Basic support components, file import assistance, data scrubbing (cleaning of firm, office, and rep information), database query requests, compliance report monitoring/review/analysis, and business requirements analysis. Includes interfaces for Schwab, Fidelity and OmniServ. ** Does not provide user access or CRM functionality. Additional System Setup & Implementation Costs (One-time fee) § $[ ] – Custom Data Interface Setup (cost per interface) § $[ ] – Standard Interface Setup (cost per interface) § $[ ] – OmniServ Setup § $[ ] – Additional OmniServ Interface Amended Exhibit U (continued) to the PMP Transfer Agent Servicing Agreement MARS Sales Reporting & Compliance Services Supplemental Services Fee Schedule at May, 2016 System Version 7i Implementation Cost § $[ ] - MARS Base Sales Reporting Module, MARS Base Core CRM Module, MARS Base 22c-2 Compliance Module (Includes up to [ ] years of DST/TA2000 data) § $[ ] - MARS Base 22c-2 Compliance Only Module (Includes up to [ ] years of DST/TA2000 data) Products & Services (Monthly fee)* § $[ ] – MARS Sales & Compliance Reporting (includes [ ] users & [ ] compliance users) § $[ ] – MARS Sales Reporting (includes [ ] users) § $[ ] – MARS Compliance Reporting (includes [ ] users) § $[ ] – Enhanced Services* * Includes up to [ ] hours per month of Enhanced Services. Basic support components, file import assistance, data scrubbing (cleaning of firm, office, and rep information), database query requests, compliance report monitoring/review/analysis, and business requirements analysis. Additional Enhanced Services support can be negotiated. Additional System Setup & Implementation Costs (One-time fee) § $[ ] – Custom Data Interface Setup (cost per interface) § $[ ] – Albridge Analytics Integration Setup § $[ ] – RIA Feed Setup § $[ ] – CFG Fulfillment Setup § $[ ] – iPad Setup § $[ ] – iPhone or Blackberry Setup § $[ ] – Google Maps Integration Setup § $[ ] – Standard Interface Setup (cost per interface) § $[ ] – OmniServ Setup § $[ ] – Additional OmniServ Interface Additional Licenses (Monthly fee per user) § $[ ] – Sales Reporting User § $[ ] – Compliance User § $[ ] – CRM User § $[ ] – iPhone User (without iPad) § $[ ] – iPad & iPhone User Additional Module Services (Monthly per user unless otherwise noted) § $[ ] – Albridge Analytics (only one license needed) § $[ ] – Customer/Account Module (waived with Compliance Module) § $[ ] – OmniServ § $[ ] – Data Quality Module (only one license needed) § $[ ] – CFG Fulfillment (only one license needed) § $[ ] – Document Management Module (only one license needed) § $[ ] – RIA Monthly Load § $[ ] – Profile Module (only one license needed) § $[ ] – Schwab/Fidelity/TD Ameritrade DSA Automated File Load § $[ ] – Schwab/Fidelity/TD Ameritrade Monthly Sales/Asset Portal Data Load § $[ ] – Mapping Integration Module – Google Maps (up to [ ] users) § $[ ] – Xxxxxxx Xxxxx (Compliance Only) NSCC SDR Fees § $[ ] – NSCC DTT Data Line § $[ ] – Line Use (per hour) § $[ ] – Transaction (per [ ] records) MARS Training § $[ ] per day plus travel and miscellaneous expenses if required Software or Report Customization § $[ ] per hour Upgrades & Enhancements – Quoted separately through a Statement of Work ** All additional costs that may be charged by intermediaries/NSCC for data feeds are not included. Amended Exhibit U (continued) to the PMP Transfer Agent Servicing Agreement Informa Shareholder Electronic Statement Services Supplemental Services Fee Schedule at May, 2016 Electronic Confirm Presentation eCDLY will load shareowner daily confirmations (financial transactions only, does not include maintenance confirmations) and send notification to consented shareowners of a new document to view. § Document Loading, Storage, and Access - $[ ] per statement § Document Consent Processing, Suppression, and Notification - $[ ] per suppressed statement § Development & Implementation of Electronic Confirm Statements - $[ ] initial setup fee Note: Quarterly minimum fee of $[ ].
