of the Administration Agreement. On the April 2007 Monthly Servicing Payment Date, the Servicer shall receive a pro rata portion of the Primary Servicing Fee for the number of days in March from, and including, the Closing Date. Servicer will be paid a fee (“Conversion Fee”) for any Student Loan added to the Trust Estate which Student Loan is not serviced on the Servicer’s system unless such Student Loan is being substituted into the Trust Estate by the Servicer pursuant to Section 3.5 of this Agreement. The Conversion Fee is equal to the greater of $17.00 per account or the Servicer’s verifiable costs plus 15%. Servicer will be paid a fee (“Transfer Fee”) for any Trust Student Loan transferred in or out of the Trust Estate which is at the time of transfer being serviced on the Servicer’s system (regardless of the owner) unless (i) such Trust Student Loans are being removed or added to the Trust in order to comply with the Servicer’s purchase/substitution obligation under Section 3.5 of this Agreement (ii) such Trust Student Loans are being removed pursuant to Section 3.11F of this Agreement or (iii) such Trust Student Loans are being added to the Trust pursuant to Section 2.10(c) of the Administration Agreement. The Transfer Fee is equal to $4.00 per account transaction. Servicer will be paid a fee (“Removal Fee”) for performing all activities required to remove a Trust Student Loan from the Servicer’s system to another servicer unless such Trust Student Loan is being removed due to the termination of the Servicer pursuant to Section 5.1 of this Agreement. The Removal Fee is equal to $10.00 per account plus any verifiable direct expenses incurred for shipping such Trust Student Loan to the new servicer. ATTACHMENT B LOCATIONS Loan Servicing Center/Florida X.X. Xxx 0000 Xxxxxx Xxxx, Xxxxxxx 00000-0000 (000) 000-0000 Loan Servicing Center/Indianapolis 00000 XXX Xxxxxxx Xxxxxxx, Xxxxxxx 00000 (000) 000-0000 Loan Servicing Center/Pennsylvania 000 Xxxxxx Xxxxxx Hanover Industrial Estates Xxxxxx-Xxxxx, Xxxxxxxxxxxx 00000 (000) 000-0000 Loan Servicing Center/Texas 000 Xxxx Xxxxx Xxxxx Xxxxxxx, Xxxxx 00000 (000) 000-0000 Western Regional Center (Nevada) 00000 X. Xxxxxxxxxx Xxxx. Xxx Xxxxx, Xxxxxx 00000 (000) 000-0000 ATTACHMENT C
of the Administration Agreement. E. The sole remedy of the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Noteholders with respect to a breach pursuant to Section 3.1, 3.2, 3.3 or 3.4 shall be to require the Servicer to purchase Trust Student Loans, to reimburse the Issuer as provided above or to substitute Student Loans pursuant to this Section.
of the Administration Agreement. The Eligible Lender Trustee shall, upon the written request of the Servicer, furnish the Servicer with any power of attorney and other documents necessary or appropriate to enable the Servicer to convey such documents to any Guarantor and to make such claims.
of the Administration Agreement. If the Administrator shall fail to mail such notice within ten days after acceptance of such appointment by the successor Owner Trustee or Delaware Trustee, as applicable, the successor Owner Trustee or Delaware Trustee, as applicable, shall cause such notice to be mailed at the expense of the Administrator.
of the Administration Agreement. The Excess Distribution Certificate shall be executed on behalf of the Trust by manual or facsimile signature of an authorized officer of the Eligible Lender Trustee. An Excess Distribution Certificate bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trust, shall be valid and binding obligations of the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Excess Distribution Certificate or did not hold such offices at the date of authentication and delivery of such Excess Distribution Certificate.
of the Administration Agreement. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.
of the Administration Agreement. The holder of this Excess Distribution Certificate acknowledges and agrees that its rights to receive distributions in respect of this Excess Distribution Certificate are subordinated to the rights of the Noteholders as described in the Basic Documents. It is the intent of the Depositor, and the holder of this Excess Distribution Certificate that, for purposes of Federal, state and local income and franchise and any other income taxes, the Notes will be treated as newly-issued debt of, and this Excess Distribution Certificate will be treated as equity in, the Trust. The holder of this Excess Distribution Certificate agrees to treat, and to take no action inconsistent with the treatment of, this Excess Distribution Certificate for such tax purposes as equity in the Trust. The holder of this Excess Distribution Certificate, by its acceptance of this Excess Distribution Certificate, covenants and agrees that it will not at any time institute against the Depositor or the Trust, or join in any institution against the Depositor or the Trust of, any bankruptcy, reorganization, arrangement, insolvency, receivership or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to this Excess Distribution Certificate, the Notes, the Trust Agreement or any of the other Basic Documents. Distributions on this Excess Distribution Certificate will be made as provided in the Administration Agreement to the holder of record hereof without the presentation or surrender of this Excess Distribution Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Excess Distribution Certificate will be made after due notice by the Administrator of the pendency of such distribution and only upon presentation and surrender of this Excess Distribution Certificate at the office or agency maintained for the purpose by the Eligible Lender Trustee in the Borough of Manhattan, The City of New York. Reference is hereby made to the further provisions of this Excess Distribution Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Eligible Lender Trustee or its authenticating agent, by manual signatur...
of the Administration Agreement. The Issuer shall, upon the written request of the Servicer, furnish the Servicer with any power of attorney and other documents necessary or appropriate to enable the Servicer to convey such documents to any Guarantor and to make such claims.
of the Administration Agreement. The indemnities contained in this Section 6.9 shall survive the resignation or removal of the AART Owner Trustee or the termination of this Agreement. Any amounts paid to the AART Owner Trustee pursuant to this Article VI shall be deemed not to be a part of the AART Owner Trust Estate immediately after such payment.
of the Administration Agreement. In all cases, where the Contribution proves to be insufficient to complete the Project as a result of an exchange rate fluctuation, the Commission will not bear any responsibility for additional financing.
