Custodial Services The charges and expenses of the custodian appointed by the Trust for custodial services;
Depositary Services Fee by any Holder of ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established by the Depositary. The Company, Holders, Beneficial Owners, persons depositing Shares or withdrawing Deposited Securities in connection with ADS issuances and cancellations, and persons for whom ADSs are issued or cancelled shall be responsible for the following ADS charges under the terms of the Deposit Agreement:
(a) taxes (including applicable interest and penalties) and other governmental charges;
(b) such registration fees as may from time to time be in effect for the registration of Shares or other Deposited Securities on the share register and applicable to transfers of Shares or other Deposited Securities to or from the name of the Custodian, the Depositary or any nominees upon the making of deposits and withdrawals, respectively;
(c) such cable, telex and facsimile transmission and delivery expenses as are expressly provided in the Deposit Agreement to be at the expense of the person depositing Shares or withdrawing Deposited Property or of the Holders and Beneficial Owners of ADSs;
(d) the expenses and charges incurred by the Depositary in the conversion of foreign currency (including transaction spreads);
(e) such fees and expenses as are incurred by the Depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to Deposited Property, ADSs and ADRs; and
(f) the fees and expenses incurred by the Depositary, the Custodian, or any nominee in connection with the delivery or servicing of Deposited Property. All ADS fees and charges so payable may be deducted from distributions or must be remitted to the Depositary, or its designee, may, at any time and from time to time, be changed by agreement between the Depositary and Company but, in the case of ADS fees and charges payable by Holders and Beneficial Owners, only in the manner contemplated by paragraph (23) of this ADR and as contemplated in Section 6.1 of the Deposit Agreement. The Depositary shall provide, without charge, a copy of its latest ADS fee schedule to anyone upon request. ADS fees and charges payable upon (i) the issuance of ADSs and (ii) the cancellation of ADSs will be payable by the person for whom the ADSs are so issued by the Depositary (in the case of ADS issuances) and by the person for whom ADSs are being cancelled by the Depositary (in the case of ADS cancellations). In the case of ADSs issued by the Depositary into DTC or presented to the Depositary via DTC, the ADS issuance and cancellation fees and charges will be payable by the DTC Participant(s) receiving the ADSs from the Depositary or the DTC Participant(s) holding the ADSs being cancelled, as the case may be, on behalf of the Beneficial Owner(s) and will be charged by the DTC Participant(s) to the account(s) of the applicable Beneficial Owner(s) in accordance with the procedures and practices of the DTC Participant(s) as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are payable by Holders as of the applicable ADS Record Date established by the Depositary. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, the applicable Holders as of the ADS Record Date established by the Depositary will be invoiced for the amount of the ADS fees and charges and such ADS fees may be deducted from distributions made to Holders. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC and may be charged to the DTC Participants in accordance with the procedures and practices prescribed by DTC from time to time and the DTC Participants in turn charge the amount of such ADS fees and charges to the Beneficial Owners for whom they hold ADSs. The Depositary may reimburse the Company for certain expenses incurred by the Company in respect of the ADR program established pursuant to the Deposit Agreement, by making available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as the Company and the Depositary agree from time to time. The Company shall pay to the Depositary such fees and charges, and reimburse the Depositary for such out-of-pocket expenses, as the Depositary and the Company may agree from time to time. Responsibility for payment of such fees, charges and reimbursements may from time to time be changed by agreement between the Company and the Depositary. Unless otherwise agreed, the Depositary shall present its statement for such fees, charges and reimbursements to the Company once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. The obligations of Holders and Beneficial Owners to pay ADS fees and charges shall survive the termination of the Deposit Agreement. As to any Depositary, upon the resignation or removal of such Depositary as described in Section 5.4 of the Deposit Agreement, the right to collect ADS fees and charges shall extend for those ADS fees and charges incurred prior to the effectiveness of such resignation or removal.
Custodial Fees The Servicer is responsible for the related ongoing fees of each Custodian. If for any reason at any time the Master Servicer pays custodial fees (including any payment made by the Master Servicer pursuant to Section 3.4 of the Custodial Agreement), the Servicer will promptly reimburse the Master Servicer for such payments.
Custodial Care Any service or supply, including room and board, which:
Servicer Fee The Servicer, including any successor Servicer, shall be entitled to payment of the Servicing Fee as defined herein, which shall be payable in accordance with Section 5.08(a) hereof. In no event shall the Indenture Trustee or the Trust Collateral Agent be responsible for the Servicing Fee or for any differential between the Servicing Fee and the amount necessary to induce a successor Servicer to assume the obligations of Servicer hereunder.
TIPS Administration Fees The collection of administrative fees by TIPS, a government entity, for performance of these procurement services is required pursuant to Texas Government Code Section 791.011 et. seq. The administration fee (“TIPS Administration Fee”) is the amount legally owed by Vendor to TIPS for TIPS Sales made by Vendor. The TIPS Administration Fee amount is typically a set percentage of the amount paid by the TIPS Member for each TIPS Sale, less shipping cost, bond cost, and taxes if applicable and identifiable, which is legally due to TIPS, but the exact TIPS Administration Fee for this Contract is published in the corresponding solicitation and is incorporated herein by reference. TIPS Administration Fees are due to TIPS immediately upon Vendor’s receipt of payment, including partial payment, for a TIPS Sale. The TIPS Administration Fee is assessed on the amount paid by the TIPS Member, not on the Vendor’s cost or on the amount for which the Vendor sold the item to a dealer or Authorized Reseller. Upon receipt of payment for a TIPS Sale, including partial payment (which renders TIPS Administration Fees immediately due), Vendor shall issue to TIPS the corresponding TIPS Administration Fee payment as soon as possible but not later than thirty-one calendar days following Vendor’s receipt of payment. Vendor shall pay TIPS via check unless otherwise agreed to by the Parties in writing. Vendor shall include clear documentation with the issued payment dictating to which sale(s) the amount should be applied. Vendor may create a payment report within their TIPS Vendor Portal which is the preferred documentation dictating to which TIPS Sale(s) the amount should be applied. Failure to pay all TIPS Administration Fees pursuant to this provision may result in immediate cancellation of Vendor’s TIPS Contract(s) for cause at TIPS’ sole discretion as well as the initiation of collection and legal actions by TIPS against Vendor to the extent permitted by law. Any overpayment of participation fees to TIPS by Vendor will be refunded to the Vendor
Agency Service Fee As a condition of employment during the term of this Agreement, every member of the bargaining unit who is not also a member of the Association shall pay or by payroll deduction shall have paid to the said Association an agency service fee that shall be one hundred percent (100%) of the then current rate of dues payable by a member of the said Association; provided, however, that no such payment or deduction shall include any amount that represents a cost not related by the provisions of Section 3 of Article IX of the Rules and Regulations Relating to the Administration of Chapter 150E of the General Laws as such rules and regulations have been promulgated, and as they may be amended from time to time by the Department of Labor Relations (DLR). Such fee so required to be paid shall be payable on or after the thirtieth (30th) day next following the beginning of employment of such member of the bargaining unit or on or after the thirtieth (30th) day next following the effective date of this Agreement, whichever shall be later. Such fee may be paid by payroll deduction if so authorized pursuant to an Agency Service Fee Deduction Authorization; provided, however, that such authorization shall be deemed to have effect only with respect to such sum as is herein provided. Any other provisions of this Agreement to the contrary notwithstanding, every unit member who shall have failed to fulfill the condition of employment as is herein prescribed shall be subject to immediate dismissal and shall be so dismissed by the Employer with effect no later than the end of the semester during which the Employer shall have acted to dismiss the unit member in accordance with the provisions of this Article; provided, however, that such dismissal shall be effected by notice promptly issued by the Employer or its designee to such unit member after the Association shall have notified the President that such unit member has not fulfilled the condition herein prescribed. The said notice shall be sent by registered mail, return receipt requested, and shall give such unit member fourteen (14) days from the date of its receipt to fulfill the said condition. Within the said fourteen (14) days, the Employer or its designees shall grant such unit member such opportunity to respond to the said notice as the Employer may from time to time prescribe for the purposes of this provision. Whenever such unit member shall not have fulfilled the condition herein prescribed within the said fourteen (14) days, the Employer shall act to dismiss the unit member at its meeting next following the expiration of the said fourteen (14) days; provided, however, that the Employer need not so act if such unit member fulfills the said condition prior to the date of such meeting. The Association shall reimburse the Employer for any expenses incurred as a result of being ordered to reinstate an employee terminated at the request of the Association for not paying the agency fee. The Association shall intervene in and defend any administrative or court litigation with respect to any unit member's refusal or failure to pay the agency service fee, including, but not limited to, actions or claims arising from an employee's termination or dismissal. In such litigation, the Employer shall have no obligation to defend the Association and the Association shall indemnify and hold the Employer harmless from any loss occasioned by such litigation. Any unit member who pays an agency service fee may on request obtain a rebate of part of that unit member’s agency service fee in accordance with General Laws, Chapter 150E, Section 12, and Association procedures.
Master Services Agreement This Agreement is a master agreement governing the relationship between the Parties solely with regard to State Street’s provision of Services to each BTC Recipient under the applicable Service Modules.
Special Servicing Procedures In addition to the duties applicable to the Special Servicer under the Servicing Agreement, the following procedures shall be applicable and followed by the Special Servicer and the Sponsor prior to the Special Servicing Crossover Date:
(a) Upon the occurrence of Asset Resolution with respect to any issue of Specially Serviced Bonds that relate to a Stabilized Mortgaged Property and involve a Foreclosure of the related Bond Mortgage and a shortfall of amounts available from such action to redeem in full the outstanding principal of the related outstanding Bonds, the Special Servicer shall provide written notice of such action and the amount of such principal shortfall to Freddie Mac. In accordance with its Credit Enhancement, Freddie Mac shall, contemporaneously with the application of the proceeds of the Asset Resolution to pay the redemption price of the related outstanding Bonds in part to the extent of such proceeds, declare a Release Event with respect to such Bonds in the amount of the aforementioned principal shortfall and shall fund the amount of the applicable Release Purchase Price pursuant to its Credit Enhancement, which amount shall be applied pursuant to the terms of the applicable Series Certificate Agreement to pay down a corresponding amount of the related Class B Certificates (or to the extent there are no Class B Certificates above the amount of the Minimum Sponsor Interest left to redeem in the related Series Pool, to pay down a corresponding amount of the related Class A Certificates). Such amount paid with respect to such Class B Certificates shall be used to reimburse Freddie Mac for the amount of the corresponding Credit Advance under its Credit Enhancement. Any Credit Advance arising from such a pay down of Class A Certificates shall be payable from the sources described in Section 4.03(b) of each Series Certificate Agreement and the cash flow from the Pledged Security Collateral. The Bonds purchased in connection with such Release Event shall be subsequently cancelled upon withdrawal from the related Series Certificate Agreement.
(b) Upon the occurrence of Asset Resolution with respect to any issue of Specially Serviced Bonds that relate to a Non-Stabilized Mortgaged Property and involve a Foreclosure of the related Bond Mortgage and a shortfall of amounts available from such action to redeem in full the outstanding principal of the related outstanding Bonds, the Special Servicer shall provide written notice to Freddie Mac and the Sponsor of such action. Following receipt of such written notice, Freddie Mac shall declare a Release Event with respect to such Bonds in the amount of the aforementioned principal shortfall and the Release Purchase Price so payable shall be funded on behalf of the Sponsor from amounts available under the Stabilization Guaranty, Escrow and Security Agreement, and applied in accordance with the related Series Certificate Agreement as a Sponsor-funded Release Event to pay down the related Class A Certificates in a corresponding amount; provided, however, if monies are not available under the Stabilization Guaranty, Escrow and Security Agreement, Freddie Mac shall fund the amount of the applicable Release Purchase Price pursuant to its Credit Enhancement, which amount shall be applied pursuant to the terms of the applicable Series Certificate Agreement to pay down a corresponding amount of the related Class B Certificates (or to the extent there are no Class B Certificates above the amount of the Minimum Sponsor Interest left to redeem in the related Series Pool, to pay down a corresponding amount of the related Class A Certificates). Any such amount paid with respect to such Class B Certificates shall be used to reimburse Freddie Mac for the amount of the corresponding Credit Advance under its Credit Enhancement. Any Credit Advance arising from such a pay down of Class A Certificates shall be payable from the sources described in Section 4.03(b) of each Series Certificate Agreement and the cash flow from the Pledge Security Collateral. The Bonds purchased in connection with such Release Event shall be subsequently cancelled upon withdrawal from the related Series Certificate Agreement.
(c) Upon the occurrence of Asset Resolution with respect to any issue of Specially Serviced Bonds that relate to a Stabilized Mortgaged Property and which Asset Resolution involves the execution of a work-out agreement pursuant to which the related Bond Mortgage Loan and Bonds are modified to write-down the outstanding principal thereof, the Special Servicer shall provide written notice to Freddie Mac of such action. In accordance with its Credit Enhancement, Freddie Mac shall, contemporaneously with the execution of such work-out agreement to effect such principal write-down, declare a Release Event with respect to such Bonds in the amount of the aforementioned principal write-down and shall fund the amount of the applicable Release Purchase Price pursuant to its Credit Enhancement, which amount shall be applied pursuant to the terms of the applicable Series Certificate Agreement to pay down a corresponding amount of the related Class B Certificates (or to the extent there are no Class B Certificates above the amount of the Minimum Sponsor Interest left to redeem in the related Series Pool, to pay down a corresponding amount of the related Class A Certificates). Such amount with respect to such Class B Certificates shall be used to reimburse Freddie Mac for the amount of the corresponding Credit Advance under its Credit Enhancement. Any Credit Advance arising from such a pay down of Class A Certificates shall be payable from the sources described in Section 4.03(b) of each Series Certificate Agreement and the cash flow from the Pledge Security Collateral. The Bonds purchased in connection with such Release Event shall be subsequently cancelled upon withdrawal from the related Series Certificate Agreement.
(d) Upon the occurrence of Asset Resolution with respect to any issue of Specially Serviced Bonds that relate to a Non-Stabilized Mortgaged Property and involve the execution of a work-out agreement pursuant to which the related Bond Mortgage Loan and Bonds are modified to write-down the outstanding principal thereof in an amount necessary in order to achieve Stabilization, the Special Servicer shall provide written notice to Freddie Mac and the Sponsor of such action. Following receipt of such written notice, Freddie Mac shall declare a Release Event with respect to such Bonds in such amount necessary in order for such Mortgaged Property to achieve Stabilization and the Release Purchase Price so payable shall be funded on behalf of the Sponsor from amounts available under the Stabilization Guaranty, Escrow and Security Agreement and applied in accordance with the related Series Certificate Agreement as a Sponsor-funded Release Event to pay down the related Class A Certificates in a corresponding amount; provided, however, if monies are not available under the Stabilization Guaranty, Escrow and Security Agreement, Freddie Mac shall fund the amount of the applicable Release Purchase Price pursuant to its Credit Enhancement, which amount shall be applied pursuant to the terms of the applicable Series Certificate Agreement to pay down a corresponding amount of the related Class B Certificates (or to the extent there are no Class B Certificates above the amount of the Minimum Sponsor Interest left to redeem in the related Series Pool, to pay down a corresponding amount of the related Class A Certificates). Any such amount paid with respect to such Class B Certificates shall be used to reimburse Freddie Mac for the amount of the corresponding Credit Advance under its Credit Enhancement. Any Credit Advance arising from such a pay down of Class A Certificates shall be payable from the sources described in Section 4.03(b) of each Series Certificate Agreement and the cash flow from the Pledge Security Collateral. The Bonds purchased in connection with such Release Event shall be subsequently cancelled upon withdrawal from the related Series Certificate Agreement.
(e) Upon the occurrence of Asset Resolution with respect to any issue of Specially Serviced Bonds that relate to a Stabilized Mortgaged Property and involve a sale of such Bonds and a shortfall of amounts available from such action to fund the related Release Purchase Price, the Special Servicer shall provide written notice of such action and the amount of such shortfall to Freddie Mac. Freddie Mac shall declare a Sponsor-funded Release Event with respect to a portion of such Bonds in the amount of the sale proceeds of such Bonds and a Freddie Mac-funded Release Event with respect to a portion of such Bonds in the amount of the aforementioned shortfall. The proceeds from the sale of such Bonds shall fund the applicable Release Purchase Price and be applied to pay down Class A Certificates in accordance with the related Series Certificate Agreement and Freddie Mac shall fund the amount of the applicable Release Purchase Price corresponding to the shortfall pursuant to its Credit Enhancement, which amount shall be applied pursuant to the terms of the applicable Series Certificate Agreement to pay down a corresponding amount of the related Class B Certificates (or to the extent there are no Class B Certificates above the amount of the Minimum Sponsor Interest left to redeem in the related Series Pool, to pay down a corresponding amount of the related Class A Certificates). Such amount paid with respect to such Class B Certificates shall be used to reimburse Freddie Mac for the amount of the corresponding Credit Advance under its Credit Enhancement. Any Credit Advance arising from such a pay down of Class A Certificates shall be payable from the sources described in Section 4.03(b) of each Series Certificate Agreement and the cash flow from the Pledged Security Collateral. The Bonds purchased in connection with such Release Event shall be subsequently withdrawn from the related Series Certificate Agreement and delivered to the Special Servicer to effect the sale of such Bonds.
(f) Upon the occurrence of Asset Resolution with respect to any issue of Specially Serviced Bonds that relate to a Non-Stabilized Mortgaged Property and involve a sale of such Bonds and a shortfall of amounts available from such action to fund the related Release Purchase Price, the Special Servicer shall provide written notice to Freddie Mac and the Sponsor of such action. Following receipt of such written notice, Freddie Mac shall declare a Sponsor-funded Release Event with respect to a portion of such Bonds in the amount of the sale proceeds of such Bonds and a Sponsor-funded Release Event with respect to such Bonds in the amount of the aforementioned shortfall. The proceeds from the sale of such Bonds shall fund the applicable Release Purchase Price and be applied to pay down Class A Certificates in accordance with the related Series Certificate Agreement. The Release Purchase Price with respect to such shortfall shall be funded on behalf of the Sponsor from amounts available under the Stabilization Guaranty, Escrow and Security Agreement, and applied in accordance with the related Series Certificate Agreement as a Sponsor-funded Release Event also to pay down the related Class A Certificates in a corresponding amount; provided, however, if monies are not available under the Stabilization Guaranty, Escrow and Security Agreement, Freddie Mac shall fund the amount of the applicable Release Purchase Price related to the shortfall pursuant to its Credit Enhancement, which amount shall be applied pursuant to the terms of the applicable Series Certificate Agreement to pay down a corresponding amount of the related Class B Certificates (or to the extent there are no Class B Certificates above the amount of the Minimum Sponsor Interest left to redeem in the related Series Pool, to pay down a corresponding amount of the related Class A Certificates). Any such amount paid with respect to such Class B Certificates shall be used to reimburse Freddie Mac for the amount of the corresponding Credit Advance under its Credit Enhancement. Any Credit Advance arising from such a pay down of Class A Certificates shall be payable from the sources described in Section 4.03(b) of each Series Certificate Agreement and the cash flow from the Pledge Security Collateral. The Bonds purchased in connection with such Release Event shall be subsequently withdrawn from the related Series Certificate Agreement and delivered to the Special Servicer to effect the sale of such Bonds.
Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping (a) Upon determining that any Serviced Loan has become a Specially Serviced Loan, the Master Servicer shall promptly give written notice thereof to the Special Servicer, any related Serviced Companion Loan Holder (in the case of a Serviced Loan Combination), the Operating Advisor, the Certificate Administrator, the Trustee, the related Directing Holder (prior to the occurrence and continuance of a Consultation Termination Event with respect to the related Mortgage Loan) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider and shall promptly deliver a copy of the Servicing File to the Special Servicer and concurrently provide a copy of such Servicing File to the Operating Advisor and shall use its reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting the Mortgage File, but including copies thereof) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Serviced Loan and reasonably requested by the Special Servicer to enable it to assume its duties hereunder with respect thereto without acting through a Sub-Servicer. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the date such Serviced Loan became a Specially Serviced Loan and in any event shall continue to act as Master Servicer and administrator of such Serviced Loan until the Special Servicer has commenced the servicing of such Serviced Loan, which shall occur upon the receipt by the Special Servicer of the Servicing File. With respect to each such Serviced Loan that becomes a Specially Serviced Loan, the Master Servicer shall instruct the related Mortgagor to continue to remit all payments in respect of such Serviced Loan to the Master Servicer. The Master Servicer shall forward any notices it would otherwise send to the Mortgagor of such a Specially Serviced Loan to the Special Servicer who shall send such notice to the related Mortgagor. Upon determining that a Specially Serviced Loan has become a Corrected Loan, the Special Servicer shall promptly give written notice thereof to the Master Servicer, the Trustee, the Operating Advisor, the Certificate Administrator, any related Serviced Companion Loan Holder, the related Directing Holder (prior to the occurrence and continuance of a Consultation Termination Event with respect to the related Mortgage Loan) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider and, upon giving such notice and the return of the Servicing File to the Master Servicer, such Serviced Loan shall cease to be a Specially Serviced Loan in accordance with the first proviso of the definition of Specially Serviced Loans, the Special Servicer’s obligation to service such Serviced Loan shall terminate and the obligations of the Master Servicer to service and administer such Serviced Loan as a Serviced Loan that is not a Specially Serviced Loan shall resume. In addition, if the related Mortgagor has been instructed, pursuant to the preceding paragraph, to make payments to the Special Servicer, upon such determination, the Special Servicer shall instruct the related Mortgagor to remit all payments in respect of such Specially Serviced Loan directly to the Master Servicer.
(b) In servicing any Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File (to the extent such documents are in the possession of the Special Servicer) and copies of any additional related Serviced Loan information, including correspondence with the related Mortgagor, and the Special Servicer shall promptly provide copies of all of the foregoing to the Master Servicer as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer.
(c) Notwithstanding the provisions of subsections (a) and (b) of this Section 3.22, the Master Servicer shall maintain ongoing payment records with respect to each of the Specially Serviced Loans and, upon request, shall provide the Special Servicer and the Operating Advisor with any information reasonably required by the Special Servicer or the Operating Advisor to perform its duties under this Agreement to the extent such information is within the Master Servicer’s possession. Upon request, the Special Servicer shall provide the Master Servicer and the Operating Advisor with any information reasonably required by the Master Servicer or the Operating Advisor to perform its duties under this Agreement to the extent such information is within the Special Servicer’s possession.
