Processing of Items The provision of services shall be governed by the Processor’s Treasury Management Services Agreement, Commercial Account Agreement or other applicable agreements and related service terms (individually and collectively, the “Bank Agreements”), as may be amended from time to time, subject to the prior written consent to any such amendments of a material nature by the Trustee and AmeriCredit, which consents shall not be unreasonably withheld, conditioned or delayed.
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.
Purchase of Trust Student Loans; Reimbursement A. The Servicer, the Administrator, the Eligible Lender Trustee and the Indenture Trustee shall give notice to the other parties promptly, in writing, upon the discovery of any breach of the provisions of Section 3.1, 3.2, 3.3 or 3.4 which has a materially adverse effect on the interest of the Issuer. In the event of such a material breach which is not curable by reinstatement of the Guarantor's guarantee of such Trust Student Loan, the Servicer shall purchase the affected Trust Student Loan not later than 120 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loan. In the event of a material breach with respect to such Trust Student Loan which is curable by reinstatement of the Guarantor's guarantee of such Trust Student Loan, unless the material breach shall have been cured within 360 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loan, the Servicer shall purchase such Trust Student Loan not later than the sixtieth day following the end of such 360-day period. The purchase price hereunder will be the unpaid principal amount of such Trust Student Loan plus accrued interest (calculated using the applicable percentage that would have been insured pursuant to Section 428(b)(1)(G) of the Higher Education Act) plus an amount equal to all forfeited Interest Subsidy Payments and Special Allowance Payments with respect to such Trust Student Loan. The Servicer shall remit the purchase price to the Administrator as provided in Section 2.6 of the Administration Agreement on the date of purchase of any Trust Student Loan pursuant to this Section 3.5. In consideration of the purchase of any such Trust Student Loan pursuant to this Section 3.5, the Servicer shall remit the Purchase Amount in the manner specified in Section 2.6 of the Administration Agreement. Any breach that relates to compliance with the requirements of the Higher Education Act or of the applicable Guarantor but that does not affect such Guarantor's obligation to guarantee payments of a Trust Student Loan will not be considered to have a material adverse effect for purposes of this Section 3.5A.
Additional Certificates The Company shall have furnished to the Agents such certificate or certificates, in addition to those specifically mentioned herein, as the Agents may have reasonably requested as to the accuracy and completeness at each Representation Date of any statement in the Registration Statement or the Prospectuses or any documents filed under the Exchange Act and Canadian Securities Laws and deemed to be incorporated by reference into the Prospectuses, as to the accuracy at such Representation Date of the representations and warranties of the Company herein, as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Agents.
Monitoring of Servicers (a) The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator and the Depositor the compliance by each Servicer with its duties under the related Servicing Agreement. In the review of each Servicer’s activities, the Master Servicer may rely upon an officer’s certificate of the Servicer with regard to such Servicer’s compliance with the terms of its Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that a Servicer should be terminated in accordance with its Servicing Agreement, or that a notice should be sent pursuant to such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Trust Administrator and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate.
Access to Certain Documentation and Information Regarding Trust Student Loans Upon reasonable prior notice, the Servicer shall provide to the Administrator and its agents access to the Trust Student Loan Files and shall permit the Administrator to examine and make copies of, and abstracts from, the records and books of account of the Servicer relating to the Trust Student Loans and shall permit the Administrator to undertake periodic site reviews of the Servicer’s operations relating to the servicing of the Trust Student Loans (including on the premises of any agent of the Servicer). Reasonable access shall be afforded to the Administrator without charge, but only upon reasonable request and during the normal business hours at the respective offices of the Servicer. Nothing in this Section shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors and the failure of the Servicer to provide access to information as a result of such obligation shall not constitute a breach of this Section.
Additional Certifications Any certificate signed by any director or officer of the Corporation and delivered to an Agent or to counsel for such Agent in connection with an offering of Notes or the sale of Notes to an Agent as principal shall be deemed a representation and warranty by the Corporation to such Agent as to the matters covered thereby on the date of such certificate and at each Representation Date subsequent thereto.
REPURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT (A) Each party to these Master Terms shall give notice to the other parties promptly, in writing, upon the discovery of any breach of SLM ECFC’s representations and warranties made pursuant to Sections 5(A) and (B) hereof which has a materially adverse effect on the interest of Funding in any Trust Student Loan. In the event of such a material breach which is not curable by reinstatement of the applicable Guarantor’s guarantee of such Trust Student Loan, SLM ECFC shall repurchase any affected Trust Student Loan not later than 120 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loan. In the event of such a material breach which is curable by reinstatement of the Guarantor’s guarantee of such Trust Student Loan, unless the material breach shall have been cured within 360 days following the earlier of the date of discovery of such material breach and the date of receipt of the Guarantor reject transmittal form with respect to such Trust Student Loan, SLM ECFC shall purchase such Trust Student Loan not later than the sixtieth day following the end of such 360-day period. SLM ECFC shall also remit as provided in Section 2.6 of the Administration Agreement on the date of repurchase of any Trust Student Loan pursuant to this Section 6(A) an amount equal to all non-guaranteed interest amounts and forfeited Interest Subsidy Payments and Special Allowance Payments with respect to such Trust Student Loan. In consideration of the purchase of any such Trust Student Loan pursuant to this Section 6(A), SLM ECFC shall remit the Purchase Amount in the manner specified in Section 2.6 of the Administration Agreement. In addition, if any breach of Sections 5(A) and (B) hereof by SLM ECFC does not trigger such repurchase obligation but does result in the refusal by a Guarantor to guarantee all or a portion of the accrued interest (or any obligation of Funding to repay such interest to a Guarantor), or the loss (including any obligation of Funding to repay the Department) of Interest Subsidy Payments and Special Allowance Payments, with respect to any Trust Student Loan affected by such breach, then SLM ECFC shall reimburse Funding by remitting an amount equal to the sum of all such non-guaranteed interest amounts and such forfeited Interest Subsidy Payments or Special Allowance Payments in the manner specified in Section 2.6 of the Administration Agreement not later than (i) the last day of the next Collection Period ending not less than 60 days from the date of the Guarantor’s refusal to guarantee all or a portion of accrued interest or loss of Interest Subsidy Payments or Special Allowance Payments, or (ii) in the case where SLM ECFC reasonably believes such losses are likely to be collected, not later than the last day of the next Collection Period ending not less than 360 days from the date of the Guarantor’s refusal to guarantee all or a portion of accrued interest or loss of Interest Subsidy Payments or Special Allowance Payments. At the time such payment is made, SLM ECFC shall not be required to reimburse Funding for interest that is then capitalized, however, such amounts shall be reimbursed if the borrower subsequently defaults and such capitalized interest is not paid by the Guarantor. Anything in this Section 6(A) to the contrary notwithstanding, if as of the last Business Day of any month the aggregate outstanding principal amount of Trust Student Loans with respect to which claims have been filed with and rejected by a Guarantor or with respect to which the Servicer determines that claims cannot be filed pursuant to the Higher Education Act as a result of a breach by SLM ECFC or the Servicer, exceeds 1% of the Pool Balance, SLM ECFC (or the Servicer as provided in the Servicing Agreement) shall purchase, within 30 days of a written request of the Eligible Lender Trustee or the Indenture Trustee, such affected Trust Student Loans in an aggregate principal amount such that after such purchase the aggregate principal amount of such affected Trust Student Loans is less than 1% of the Pool Balance. The Trust Student Loans to be purchased by SLM ECFC and the Servicer pursuant to the preceding sentence shall be based on the date of claim rejection (or the date of notice referred to in the first sentence of this Section 6(A)) with Trust Student Loans with the earliest such date to be repurchased first.
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 $[ ].
Billing of Fees Both the Open and Closed Account Fees shall be billed by the Transfer Agent monthly in arrears on a prorated basis of 1/12 of the annualized fee for all such accounts.
