Closing Certificate and Opinion On or before the Closing Date, the Master Servicer shall cause to be delivered to the Depositor and Xxxxxx Brothers Inc. an Opinion of Counsel, dated the Closing Date, in form and substance reasonably satisfactory to the Depositor and Xxxxxx Brothers Inc., as to the due authorization, execution and delivery of this Agreement by the Master Servicer and the enforceability thereof.
Original Certificate No R-[ ] for cancellation;
Compliance Certificate and Opinions Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than the certificates provided pursuant to Section 10.4) shall include:
Central Certificate System Subject to such rules, regulations and orders as the Commission may adopt, the Trustees may direct the custodian to deposit all or any part of the securities owned by the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934, or such other Person as may be permitted by the Commission, or otherwise in accordance with the 1940 Act, pursuant to which system all securities of any particular class of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust.
Copy of Transfer Certificate to Borrower The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrower a copy of that Transfer Certificate.
Statements Required in Certificate and Opinion Each certificate and opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
Reports to the Trustee; Certificate Account Statement Not later than 15 days after each Distribution Date, the Master Servicer shall forward a statement, certified by a Servicing Officer, to the Trustee setting forth the status of the Certificate Account as of the close of business on such Distribution Date and showing, for the period covered by such statement, the aggregate of deposits into and withdrawals from the Certificate Account for each category of deposit specified in Section 3.04 and each category of withdrawal specified in Section 3.05, and stating that all distributions required by this Agreement have been made (or if any required distribution has not been made, specifying the nature and amount thereof). The Trustee shall make available such statements to any Certificateholder upon request at the expense of the Master Servicer. Such statement shall also, to the extent available, include information regarding delinquencies on the Mortgage Loans, indicating the number and aggregate Principal Balance of Mortgage Loans which are one, two, three or more months delinquent, the number and aggregate Principal Balance of Mortgage Loans with respect to which foreclosure proceedings have been initiated and the book value of any Mortgaged Property acquired by the Trust through foreclosure, deed in lieu of foreclosure or other exercise of the Trust's security interest in the Mortgaged Property.
Servicer Certificate Together with each Monthly Report, the Servicer shall submit to the Borrower, the Backup Servicer, each Managing Agent and the Administrative Agent a certificate (a “Servicer’s Certificate”), signed by a Responsible Officer of the Servicer and substantially in the form of Exhibit F, which may be incorporated in the Servicer Report. Except as otherwise set forth in the Backup Servicing Agreement, the Backup Servicer shall have no obligation to review any information in the Servicer Certificate.
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 $[ ].
Compliance Certificate; Statements as to Defaults The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company (beginning with the fiscal year ending on December 31, 2020) an Officer’s Certificate stating whether the signers thereof have knowledge of any failure by the Company to comply with all conditions and covenants then required to be performed under this Indenture and, if so, specifying each such failure and the nature thereof. In addition, the Company shall deliver to the Trustee, as soon as possible, and in any event within 30 days after the occurrence of any Event of Default or Default, an Officer’s Certificate setting forth the details of such Event of Default or Default, its status and the action that the Company is taking or proposing to take in respect thereof.
